XML 103 R11.htm IDEA: XBRL DOCUMENT v2.4.0.6
Business Combinations
12 Months Ended
Dec. 31, 2011
Business Combinations [Abstract]  
Business Combinations

(4)  Business Combinations

(a)  Acquisitions in 2011

 

(i)  Arriva

On November 23, 2011, we acquired Arriva Medical LLC, or Arriva, located in Coral Springs, Florida, a privately-owned mail-order provider of home-diabetes testing products and supplies. The preliminary aggregate purchase price was $79.5 million, which consisted of a cash payment totaling $64.4 million and 806,452 shares of our common stock with an aggregate fair value of $15.2 million. Included in our consolidated statement of operations for the year ended December 31, 2011 is revenue totaling approximately $5.3 million related to this acquired business. The operating results of Arriva are included in our professional diagnostics reporting unit and business segment. The amount allocated to goodwill from this acquisition is deductible for tax purposes.

(ii)  Axis-Shield

On November 1, 2011, we acquired Axis-Shield, located in Dundee, Scotland, a U.K. publicly traded company focused on the development and manufacture of in vitro diagnostic tests for use in clinical laboratories and at the point of care. The preliminary aggregate purchase price was $388.8 million, which consisted of a cash payment totaling $274.4 million, fair value of previously-held investment totaling $109.2 million and an outstanding obligation to settle the remaining outstanding shares of $5.3 million. Included in our consolidated statement of operations for the year ended December 31, 2011 is revenue totaling approximately $36.7 million, including $1.8 million of license and royalty revenue, related to this acquired business. The operating results of Axis-Shield are included in our professional diagnostics reporting unit and business segment. We do not expect the amount allocated to goodwill to be deductible for tax purposes.

(iii)  Avee

On October 3, 2011, we acquired Avee Laboratories Inc. and related companies, which we refer to collectively as Avee, located in Tampa, Florida, a privately-owned provider of drug testing services in the field of pain management. The aggregate purchase price was $120.5 million, which was paid in cash. Included in our consolidated statement of operations for the year ended December 31, 2011 is revenue totaling approximately $27.2 million related to this acquired business. The operating results of Avee are included in our professional diagnostics reporting unit and business segment. The amount allocated to goodwill from this acquisition is deductible for tax purposes.

(iv)  Other acquisitions in 2011

During 2011, we acquired the following businesses for a preliminary aggregate purchase price of $198.4 million, which included cash payments totaling $139.2 million, 25,463 shares of our common stock with an acquisition date fair value of $1.0 million, contingent consideration obligations with an aggregate acquisition date fair value of $48.7 million and deferred purchase price consideration of $4.2 million.

 

   

90% interest in BioNote, Inc., or BioNote, headquartered in South Korea, a manufacturer of diagnostic products for the veterinary industry (Acquired January 2011). We previously owned a 10% interest in BioNote.

 

   

assets, including domain name, of Pregnancy.org, LLC, or Pregnancy.org, a U.S.-based company providing a website for preconception, pregnancy and newborn care content, tools and sharing (Acquired January 2011)

 

   

Home Telehealth Limited, subsequently renamed Alere Connected Health Limited, or Alere Connected Health, located in Cardiff, Wales, a company that focuses on delivering integrated, comprehensive services and programs to health and social care providers and insurers (Acquired February 2011)

 

   

Bioeasy Diagnostica Ltda., or Bioeasy, located in Belo Horizonte, Brazil, a company that markets and sells rapid diagnostic tests and systems for laboratory diagnosis, prevention and monitoring of immunological diseases and fertility (Acquired March 2011)

 

   

80.92% interest in Standing Stone, Inc., or Standing Stone, located in Westport, Connecticut, a company that focuses on disease state management by enhancing the quality of care provided to patients who require long-term therapy for chronic disease management (Acquired May 2011)

 

   

certain assets, rights, liabilities and properties of Drug Detection Devices, Inc., or 3DL, located in Alpharetta, Georgia, a distributor that promotes, markets, distributes and sells drugs of abuse diagnostic products, including consumables, point-of-care diagnostic kits and related products and services (Acquired July 2011)

 

   

Colibri Medical AB, or Colibri, located in Helsingborg, Sweden, a distributor of point-of-care drugs of abuse diagnostic products primarily to the Scandinavian marketplace (Acquired July 2011)

 

   

Laboratory Data Systems, Inc., or LDS, located in Tampa, Florida, a provider of healthcare software products, services, consulting and solutions (Acquired August 2011)

 

   

certain assets, liabilities and properties of Abatek Medical LLC, or Abatek, located in Dover, New Hampshire, a distributor that promotes, markets, distributes and sells drugs of abuse diagnostic products, including consumables, point-of-care diagnostic kits and related products and services (Acquired September 2011)

 

   

Forensics Limited, or ROAR, located in Worcestershire, England, a company that provides forensic quality toxicology services across the United Kingdom (Acquired September 2011)

 

   

Mahsan Diagnostika Vertriebsgesellschaft mbH, or Mahsan, located in Reinbek, Germany, a distributor of in vitro diagnostic drugs of abuse products primarily to the German marketplace (Acquired October 2011)

 

   

Medical Automation Systems Inc., or MAS, located in Charlottesville, Virginia, a provider of network-based software solutions for point-of-care testing (Acquired October 2011)

 

   

certain assets and properties of 1 Medical Distribution, Inc., or 1 Medical, located in Worthington, Ohio, a distributor that promotes, markets, distributes and sells drugs of abuse diagnostic products, including consumables, point-of-care diagnostic kits and related products and services (Acquired November 2011)

 

   

Method Factory, Inc. (d/b/a Wellogic), or Wellogic, headquartered in Waltham, Massachusetts, a provider of software solutions designed to connect the healthcare community (Acquired December 2011)

The operating results of BioNote, Bioeasy, 3DL, Colibri, LDS, Abatek, ROAR, Mahsan, MAS and 1 Medical are included in our professional diagnostics reporting unit and business segment. The operating results of Pregnancy.org, Alere Connected Health, Standing Stone and Wellogic are included in our health management reporting unit and business segment.

Our consolidated statement of operations for the year ended December 31, 2011 included revenue totaling approximately $21.1 million related to these businesses. Goodwill has been recognized in all of the acquisitions, with the exception of 1 Medical, and amounted to approximately $135.8 million. Goodwill related to the acquisitions of Pregnancy.org, 3DL, Abatek, LDS and Wellogic, which totaled $32.4 million, is expected to be deductible for tax purposes. The goodwill related to the remaining 2011 acquisitions is not expected to be deductible for tax purposes.

 

A summary of the preliminary aggregate purchase price allocation for the acquisitions consummated in 2011 is as follows (in thousands):

 

                                         
    Avee     Arriva     Axis-Shield     Other     Total  

Current assets(1)

  $ 9,811     $ 8,366     $ 92,813     $ 24,688     $ 135,678  

Property, plant and equipment

    5,411       524       50,718       11,820       68,473  

Goodwill

    30,038       55,827       143,188       135,828       364,881  

Intangible assets

    76,400       27,400       224,921       79,454       408,175  

Other non-current assets

          35       19,833       6,290       26,158  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets acquired

    121,660       92,152       531,473       258,080       1,003,365  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Current liabilities

    1,170       12,613       47,024       27,603       88,410  

Non-current liabilities

                95,600       32,008       127,608  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities assumed

    1,170       12,613       142,624       59,611       216,018  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net assets acquired

    120,490       79,539       388,849       198,469       787,347  

Less:

                                       

Contingent consideration

                      48,685       48,685  

Fair value of previously-held equity investment

                109,231       3,937       113,168  

Obligation to purchase outstanding shares

                5,264             5,264  

Fair value of common stock issued

          15,183             1,000       16,183  

Loan forgiveness

                      1,489       1,489  

Deferred purchase price consideration

                      4,170       4,170  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Cash paid

  $ 120,490     $ 64,356     $ 274,354     $ 139,188     $ 598,388  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) Includes cash acquired of approximately $23.2 million.

The following are the intangible assets acquired and their respective amortizable lives (dollars in thousands):

 

                                             
    Avee     Arriva     Axis-Shield     Other     Total     Weighted-
average
Useful Life

Core technology and patents

  $     $     $ 55,580     $ 19,740     $ 75,320     10.1 years

Database

                      64       64     3.0 years

Trademarks and trade names

    1,700       1,000       4,145       7,352       14,197     10.1 years

Customer relationships

    71,500       23,000       108,052       35,051       237,603     11.9 years

Non-compete agreements

    3,200       3,400             1,706       8,306     5.3 years

Software

                      7,400       7,400     10.9 years

Other

                      7,767       7,767     15.6 years

In-process research and development

                57,144       374       57,518     N/A
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

Total intangible assets

  $ 76,400     $ 27,400     $ 224,921     $ 79,454     $ 408,175      
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

(b)  Acquisitions in 2010

(i)  Immunalysis

On August 16, 2010, we acquired Diagnostixx of California, Corp. (d/b/a Immunalysis Corporation), or Immunalysis, located in Pomona, California, a privately-owned manufacturer and marketer of abused and prescription drug screening solutions used by clinical reference and forensic/crime laboratories. The aggregate purchase price was $56.2 million, which consisted of an initial cash payment totaling $55.0 million and a contingent consideration obligation of up to $5.0 million with an acquisition date fair value of $1.2 million. Included in our consolidated statement of operations for the year ended December 31, 2010 is revenue totaling approximately $7.9 million related to this acquired business. The operating results of this acquired operation are included in our professional diagnostics reporting unit and business segment. The amount allocated to goodwill from this acquisition is deductible for tax purposes.

(ii)  Twist

On March 11, 2010, we acquired TwistDx, Inc., or Twist, headquartered in Cambridge, Massachusetts, a privately-owned research and development company with a research and development operation in the United Kingdom. The aggregate purchase price was $70.8 million, which consisted of an initial cash payment totaling $35.2 million and a contingent consideration obligation of up to $125.0 million with an acquisition date fair value of $35.6 million. Included in our consolidated statement of operations for the year ended December 31, 2010 is revenue totaling approximately $0.2 million related to this acquired business. The operating results of this acquired operation are included in our professional diagnostics reporting unit and business segment. The amount allocated to goodwill from this acquisition is not deductible for tax purposes.

(iii)  Alere Toxicology

On February 17, 2010, we acquired Kroll Laboratory Specialists, Inc., subsequently renamed Alere Toxicology Services, or Alere Toxicology, headquartered in Gretna, Louisiana, which provides forensic quality substance abuse testing products and services across the United States. The aggregate purchase price was $109.5 million, which was paid in cash. Included in our consolidated statement of operations for the year ended December 31, 2010 is revenue totaling approximately $31.3 million related to this acquired business. The operating results of Alere Toxicology are included in our professional diagnostics reporting unit and business segment. The amount allocated to goodwill from this acquisition is deductible for tax purposes.

(iv)  Standard Diagnostics

On February 8, 2010, we acquired a 61.92% ownership interest in Standard Diagnostics via a tender offer for approximately $162.1 million. On March 22, 2010, we acquired an incremental 13.37% ownership interest in Standard Diagnostics via a follow-on tender offer for approximately $36.2 million. In June 2010, we acquired an incremental 2.84% ownership interest for approximately $7.3 million, bringing our acquisition-related aggregate ownership interest in Standard Diagnostics to approximately 78.13%. Standard Diagnostics specializes in the medical diagnostics industry. Its main product lines relate to diagnostic reagents and devices for hepatitis, infectious diseases, tumor markers, fertility, drugs of abuse, urine strips and protein strips. The aggregate purchase price was $205.6 million in cash. Included in our consolidated statement of operations for the year ended December 31, 2010 is revenue totaling approximately $78.9 million related to Standard Diagnostics. The operating results of Standard Diagnostics are included in our professional diagnostics reporting unit and business segment. The amount allocated to goodwill from this acquisition is not deductible for tax purposes. During the fourth quarter of 2010, we acquired the remaining outstanding minority interests in Standard Diagnostics bringing our aggregate ownership interest to approximately 100% as of December 31, 2010. In connection with our purchase of shares from a certain minority shareholder, we incurred a compensation charge of $60.1 million, as a result of the transition of the day-to-day management control of the business to us.

(v)  Other acquisitions in 2010

During 2010, we acquired the following businesses for an aggregate purchase price of $161.9 million, which consisted of initial cash payments totaling $108.3 million, contingent consideration obligations with an acquisition date fair value of $52.9 million and deferred purchase price consideration with an acquisition date present value of $0.7 million.

 

   

RMD Networks, Inc., or RMD, located in Denver, Colorado, a provider of clinical groupware software and services designed to improve communication and coordination of care among providers, patients, and payers in the healthcare environment (Acquired January 2010)

 

   

certain assets of Streck, Inc., or Streck, located in Nebraska, a manufacturer of hematology, chemistry and immunology products for the clinical laboratory (Acquired January 2010)

 

   

assets of the diagnostics division of Micropharm Ltd., or Micropharm, located in Wales, United Kingdom, an expert in high quality antibody production in sheep for both diagnostic and therapeutic purposes, providing antisera on a contract basis for U.K. and overseas companies and academic institutions, mainly for research, therapeutic and diagnostic uses (Acquired March 2010)

 

   

Quantum Diagnostics Group Limited, or Quantum, headquartered in Essex, England, an independent provider of drug testing products and services to healthcare professionals across the U.K. and Europe (Acquired April 2010)

 

   

assets of the workplace health division of Good Health Solutions Pty Ltd., subsequently renamed Alere Health Pty Ltd., located in East Sydney, Australia, an important player in the Australian health and wellness market, focusing on health screenings, health related consulting services, health coaching and fitness instruction (Acquired April 2010)

 

   

certain assets of Unotech Diagnostics, Inc., or Unotech, located in California, a privately-owned company engaged in the development, formulation, manufacture, packaging, supply and distribution of our BladderCheck NMP22 lateral flow test and related lateral flow products (Acquired June 2010)

 

   

Scipac Holdings Limited, or Scipac, headquartered in Kent, England, a diagnostic reagent company with an extensive product portfolio supplying purified human antigens, recombinant proteins and disease state plasma to a global customer base (Acquired June 2010)

 

   

Ionian Technologies, Inc., or Ionian, located in San Diego, California (Acquired July 2010)

 

   

AdnaGen AG, now known as AdnaGen GmbH, or AdnaGen, located in Langenhagen, Germany, a company that focuses on the development of innovative tumor diagnostics for the detection of rare cells (Acquired November 2010)

 

   

Medlab Produtos Medicos Hospitalares Ltda, now known as Alere S.A., located in San Paulo, Brazil, a distributor of medical instruments and reagents to public and private laboratories throughout Brazil and Uruguay (Acquired December 2010)

 

   

Capital Toxicology, LLC, or Capital Toxicology, located in Austin, Texas, a privately-held toxicology business specializing in pain management services (Acquired December 2010)

The operating results of the acquired businesses mentioned above, except for RMD and Alere Health Pty Ltd., are included in our professional diagnostics reporting unit and business segment. The operating results of RMD and Alere Health Pty Ltd. are included in our health management reporting unit and business segment. Our consolidated statement of operations for the year ended December 31, 2010 included revenue totaling approximately $12.6 million related to these businesses. Goodwill has been recognized in all of the acquisitions, with the exception of Unotech and Micropharm, and amounted to approximately $116.2 million. Goodwill related to the acquisition of Capital Toxicology, which totaled $11.6 million, is deductible for tax purposes. Goodwill related to all other acquisitions is not deductible for tax purposes.

A summary of the aggregate purchase price allocation for the acquisitions consummated in 2010 is as follows (in thousands):

 

                                                 
    Immunalysis     Twist     Alere Toxicology     Standard
Diagnostics
    Other     Total  

Current assets(1)

  $ 6,933     $ 373     $ 6,044     $ 51,056     $ 20,829     $ 85,235  

Property, plant and equipment

    1,076       152       3,300       18,580       13,149       36,257  

Goodwill

    18,234       61,463       53,435       33,798       116,186       283,116  

Intangible assets

    30,600       15,700       48,400       131,179       57,976       283,855  

Other non-current assets

                      16,426       562       16,988  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets acquired

    56,843       77,688       111,179       251,039       208,702       705,451  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Current liabilities

    569       731       1,640       13,389       14,749       31,078  

Non-current liabilities

    50       6,107             32,088       32,024       70,269  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities assumed

    619       6,838       1,640       45,477       46,773       101,347  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net assets acquired

    56,224       70,850       109,539       205,562       161,929       604,104  

Less:

                                               

Contingent consideration

    1,200       35,600                   52,908       89,708  

Present value of deferred purchase price consideration

                            688       688  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Cash paid

  $ 55,024     $ 35,250     $ 109,539     $ 205,562     $ 108,333     $ 513,708  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) Includes cash acquired of approximately $22.9 million.

 

The following are the intangible assets acquired and their respective amortizable lives (dollars in thousands):

 

                                                     
    Immunalysis     Twist     Alere Toxicology     Standard
Diagnostics
    Other     Total     Weighted-
average
Useful Life

Core technology and patents

  $ 8,800     $ 8,600     $ 13,300     $ 62,135     $ 14,050     $ 106,885     12.4 years

Quality systems

                            153       153     5 years

Database

                            654       654     3 years

Trademarks and trade names

    800                   9,350       1,504       11,654     6.3 years

License agreements

                            459       459     5 years

Customer relationships

    19,900             35,100       45,754       24,578       125,332     14.3 years

Non-compete agreements

    300                   255       2,095       2,650     4.2 years

Software

                            5,000       5,000     7 years

Distribution agreement

    800                               800     14 years

Manufacturing know-how

                            3,683       3,683     10.5 years

In-process research and development

          7,100             13,685       5,800       26,585     N/A
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

Total intangible assets

  $ 30,600     $ 15,700     $ 48,400     $ 131,179     $ 57,976     $ 283,855      
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

(c)  Acquisitions in 2009

(i)  Acquisition of Tapestry Medical

On November 6, 2009, we acquired Tapestry Medical, Inc., now known as Alere Home Monitoring, Inc., or Alere Home Monitoring, located in Livermore, California, a privately-owned company that is a provider of products and related services designed to support anti-coagulation disease management for patients at risk for stroke and other clotting disorders. The aggregate purchase price was $58.7 million, which consisted of cash payments totaling $42.7 million and a contingent consideration obligation with a fair value of $16.0 million payable in shares of our common stock, except in the case of the 2010 earn-out which will be paid in cash. Included in our consolidated statements of operations for the year ended December 31, 2009 is revenue totaling approximately $1.8 million related to Alere Home Monitoring. The operating results of Alere Home Monitoring are included in our health management reporting unit and business segment. The amount allocated to goodwill from this acquisition is deductible for tax purposes.

(ii)  Acquisition of Free & Clear

On September 28, 2009, we acquired Free & Clear, Inc., now known as Alere Wellbeing, Inc., or Alere Wellbeing, located in Seattle, Washington, a privately-owned company that specializes in behavioral coaching to help employers, health plans and government agencies improve the overall health and productivity of their covered populations. The aggregate purchase price was $121.5 million, which consisted of an initial cash payment totaling $107.3 million and a contingent consideration obligation with a fair value of $14.2 million. Included in our consolidated statements of operations for the year ended December 31, 2009 is revenue totaling approximately $14.3 million related to Alere Wellbeing. The operating results of Alere Wellbeing are included in our health management reporting unit and business segment. The amount allocated to goodwill from this acquisition is not deductible for tax purposes.

(iii)  Acquisition of Concateno

On August 11, 2009, we acquired Concateno plc, or Concateno, a publicly-traded company headquartered in the United Kingdom that specializes in the manufacture and distribution of rapid drugs of abuse diagnostic products used in health care, criminal justice, workplace and other testing markets. The aggregate purchase price was $251.9 million, which consisted of $178.8 million in cash, including $0.5 million of cash paid for shares of Concateno common stock which we acquired prior to the acquisition date, 2,091,080 shares of our common stock with an aggregate fair value of $70.2 million and $2.9 million of fair value associated with Concateno employee stock options exchanged as part of the transaction. Our consolidated statements of operations for the year ended December 31, 2009 included revenue totaling approximately $33.3 million related to Concateno. The operating results of Concateno are included in our professional diagnostics reporting unit and business segment. The amount allocated to goodwill from this acquisition is not deductible for tax purposes.

(iv)  Acquisition of ACON’s Second Territory Business

On April 30, 2009, we completed our acquisition of the assets of ACON Laboratories, Inc.’s and certain related entities’ (collectively, “ACON”) business of researching, developing, manufacturing, distributing, marketing and selling lateral flow immunoassay and directly-related products (the “Business”) for the remainder of the world outside of the First Territory (as defined below), including China, Asia Pacific, Latin America, South America, the Middle East, Africa, India, Pakistan, Russia and Eastern Europe (the “Second Territory Business”). We acquired ACON’s Business in the United States, Canada, Western Europe (excluding Russia, the former Soviet Republics that are not part of the European Union and Turkey), Israel, Australia, Japan and New Zealand (the “First Territory”) in March 2006. The aggregate purchase price for the Second Territory Business was approximately $191.0 million ($188.9 million present value), which consisted of cash payments totaling $104.7 million, 1,202,691 shares of our common stock with an aggregate fair value of $42.1 million and deferred purchase price consideration payable in cash and common stock with an aggregate fair value of $42.1 million. Our consolidated statements of operations for the year ended December 31, 2009 included revenue totaling approximately $38.0 million related to the Second Territory Business. The operating results of the Second Territory Business are included in our professional diagnostics reporting unit and business segment. Goodwill resulting from this acquisition is generally not expected to be deductible for tax purposes depending on the tax jurisdiction.

(v)  Other acquisitions in 2009

During 2009, we acquired the following assets and businesses for an aggregate purchase price of $85.8 million ($83.9 million present value), which consisted of $45.4 million in cash, 128,513 shares of our common stock with an aggregate fair value of $5.1 million, notes payable totaling $7.9 million, deferred purchase price consideration payable in cash with an aggregate fair value of $15.8 million, warrants with a fair value of $0.1 million and contingent consideration obligations with an aggregate fair value of $9.6 million, which is recorded as a liability, of which $5.4 million is payable in shares of our common stock.

 

   

GeneCare Medical Genetics Center, Inc., or GeneCare, located in Chapel Hill, North Carolina, a medical genetics testing and counseling business (Acquired July 2009)

 

   

Certain assets from CVS Caremark’s Accordant Common disease management programs, or Accordant, whereby chronically-ill patients served by Accordant Common disease management programs will be managed and have access to expanded offerings provided by Alere (Acquired August 2009)

 

   

ZyCare, Inc., or ZyCare, located in Chapel Hill, North Carolina, a provider of technology and services used to help manage many chronic illnesses (Acquired August 2009)

 

   

Medim Schweiz GmbH., now known as Alere GmbH, located in Zug, Switzerland, a distributor of point-of-care diagnostics testing products primarily to the Swiss marketplace (Acquired September 2009)

 

   

Biosyn Diagnostics Limited, now known as Alere Health Limited, located in Belfast, Ireland, a distributor of point-of-care diagnostics testing products primarily to the Irish marketplace (Acquired October 2009)

 

   

Mologic Limited, or Mologic, located in Sharnbrook, United Kingdom, a research and development entity having extensive experience in applied immunoassay technology, as well as a broad understanding of medical diagnostic devices and antibody development (Acquired October 2009)

 

   

Jinsung Meditech, Inc., now known as Alere Healthcare Inc., or Alere Healthcare, located in Seoul, South Korea, a distributor of point-of-care diagnostics testing products primarily to the South Korean marketplace (Acquired December 2009)

 

   

Biolinker S.A., or Biolinker, located in Buenos Aires, Argentina, a distributor of point-of-care diagnostics testing products primarily to the Argentinean marketplace (Acquired December 2009)

 

   

51.0% share in Long Chain International Corp., located in Taipei, Taiwan, a distributor of point-of-care diagnostics testing products primarily to the Taiwanese marketplace (Acquired December 2009). In January 2010, we acquired the remaining 49.0% interest in Long Chain International Corp., now known as Alere Health Corporation.

The operating results of Alere GmbH, Alere Health Limited, Mologic, Alere Healthcare, Biolinker and Alere Health Corporation are included in our professional diagnostics reporting unit and business segment. The operating results of GeneCare, Accordant and Zycare are included in our health management reporting unit and business segment. Our consolidated statements of operations for the year ended December 31, 2009 included revenue totaling approximately $19.6 million related to these businesses. Goodwill has been recognized in all transactions and amounted to approximately $35.6 million. Goodwill related to the acquisitions of GeneCare and Accordant, which totaled $12.8 million, is deductible for tax purposes. Goodwill related to all other acquisitions is not deductible for tax purposes.

 

A summary of the aggregate purchase price allocation for the acquisitions consummated in 2009 is as follows (in thousands):

 

                                                 
    Alere Home
Monitoring
    Alere
Wellbeing
    Concateno     Second
Territory
Business
    Other     Total  

Current assets(1)

  $ 2,682     $ 18,723     $ 38,292     $ 4,156     $ 23,130     $ 86,983  

Property, plant and equipment

    5,026       1,224       5,192       305       1,272       13,019  

Goodwill

    42,732       80,293       156,563       83,976       35,563       399,127  

Intangible assets

    10,680       44,100       102,735       100,600       40,861       298,976  

Other non-current assets

    25       1,786       2,405             631       4,847  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets acquired

    61,145       146,126       305,187       189,037       101,457       802,952  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Current liabilities

    2,413       6,948       20,589       117       11,027       41,094  

Non-current liabilities

    13       17,640       32,707             6,531       56,891  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities assumed

    2,426       24,588       53,296       117       17,558       97,985  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net assets acquired

    58,719       121,538       251,891       188,920       83,899       704,967  

Less:

                                               

Contingent consideration

    16,000       14,208                   9,606       39,814  

Notes payable

                            7,912       7,912  

Fair value of common stock issued and options exchanged

                73,099       42,142       5,172       120,413  

Present value of deferred purchase price consideration

                      42,089       15,764       57,853  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Cash paid

  $ 42,719     $ 107,330     $ 178,792     $ 104,689     $ 45,445     $ 478,975  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) Includes cash acquired of approximately $18.4 million.

The following are the intangible assets acquired and their respective amortizable lives (dollars in thousands):

 

                                                     
    Alere Home
Monitoring
    Alere
Wellbeing
    Concateno     Second
Territory
Business
    Other     Total     Weighted-
average
Useful Life

Core technology and patents

  $     $ 4,600     $ 500     $ 3,000     $ 5,220     $ 13,320     6.5 years

Supply arrangements

                            1,581       1,581     8 years

Trademarks and trade names

    3,000       3,400       25,184       1,900       270       33,754     14.1 years

Customer relationships

    6,500       36,100       77,051       94,200       31,074       244,925     14.9 years

Non-compete agreements

    1,180                   1,500       1,600       4,280     2.9 years

In-process research and development

                            1,116       1,116     N/A
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

Total intangible assets

  $ 10,680     $ 44,100     $ 102,735     $ 100,600     $ 40,861     $ 298,976      
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

     

 

(d)  Restructuring Plans Related to Business Combinations

In connection with several of our acquisitions consummated during 2008 and prior, we initiated integration plans to consolidate and restructure certain functions and operations, including the relocation and termination of certain personnel of these acquired entities and the closure of certain of the acquired entities’ leased facilities. These costs have been recognized as liabilities assumed in connection with the acquisition of these entities and are subject to potential adjustments as certain exit activities are confirmed or refined. Of the total $1.8 million liability outstanding as of December 31, 2011, $0.6 million is included in accrued expenses and other current liabilities and $1.2 million is included in other long-term liabilities.

(i)  Matria Acquisition

In connection with our acquisition of Matria in 2008, we implemented an integration plan to improve operating efficiencies and eliminate redundant costs resulting from the acquisition. The restructuring plan impacted all cost centers within the Matria organization, as activities were combined with our existing business operations. The following table summarizes the liabilities established for exit activities related to this acquisition (in thousands):

 

                         
    Severance
Related
    Facility
And Other
    Total Exit
Activities
 

Balance at December 31, 2008

  $ 3,952     $     $ 3,952  

Restructuring plan accruals and adjustments

    158       4,815       4,973  

Payments

    (1,190     (1,924     (3,114
   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2009

    2,920       2,891       5,811  

Restructuring plan accruals and adjustments

    (1,536     (141     (1,677

Payments

    (1,130     (1,783     (2,913
   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2010

    254       967       1,221  

Restructuring plan accruals and adjustments

    (176           (176

Payments

    (10     (572     (582
   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2011

  $ 68     $ 395     $ 463  
   

 

 

   

 

 

   

 

 

 

Costs since inception

  $ 13,664     $ 4,674     $ 18,338  
   

 

 

   

 

 

   

 

 

 

Although we believe our plan and estimated exit costs are reasonable, actual spending for exit activities may differ from current estimated exit costs.

(ii)  Cholestech Acquisition

During 2007, we formulated restructuring plans in connection with our acquisition of Cholestech Corporation, or Cholestech, consistent with our acquisition strategy to realize operating efficiencies and cost savings. Additionally, in March 2008, we announced plans to close the Cholestech facility in Hayward, California. We have transitioned the manufacturing of the related products to our facility in San Diego, California and have transitioned the sales and distribution of the products to our shared services center in Orlando, Florida. The following table summarizes the liabilities established for exit activities related to this acquisition (in thousands):

 

                         
    Severance
Related
    Facility
And Other
    Total Exit
Activities
 

Balance at December 31, 2008

  $ 3,946     $ 2,732     $ 6,678  

Restructuring plan accruals and adjustments

    49             49  

Payments

    (1,554     (12     (1,566
   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2009

    2,441       2,720       5,161  

Restructuring plan accruals and adjustments

    (631           (631

Payments

    (1,725     (914     (2,639
   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2010

    85       1,806       1,891  

Restructuring plan accruals and adjustments

    (85           (85

Payments

          (502     (502
   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2011

  $     $ 1,304     $ 1,304  
   

 

 

   

 

 

   

 

 

 

Costs since inception

  $ 5,845     $ 2,732     $ 8,577  
   

 

 

   

 

 

   

 

 

 

Although we believe our plan and estimated exit costs are reasonable, actual spending for exit activities may differ from current estimated exit costs. See Note 20 for additional restructuring charges related to the Cholestech facility closures and integrations.

(iii)  Other Acquisitions

In conjunction with our acquisitions of Panbio Limited, or Panbio, Biosite Incorporated, or Biosite, HemoSense, Inc., or HemoSense, Alere Medical, Inc., or Alere Medical, ParadigmHealth, Inc., or ParadigmHealth, Matritech, Inc., or Matritech, and Ostex we implemented integration plans to improve efficiencies and eliminate redundant costs resulting from the acquisitions. The following table summarizes the liabilities established for exit activities related to these acquisitions (in thousands):

 

                         
    Severance
Related
    Facility
And Other
    Total Exit
Activities
 

Balance at December 31, 2008

  $ 2,450     $ 2,194     $ 4,644  

Restructuring plan accruals and adjustments

    (4     502       498  

Payments

    (2,438     (1,307     (3,745

Currency adjustments

          2       2  
   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2009

    8       1,391       1,399  

Restructuring plan accruals and adjustments

          (140     (140

Payments

    (8     (1,004     (1,012
   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2010

          247       247  

Restructuring plan accruals and adjustments

          (75     (75

Payments

          (172     (172
   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2011

  $     $     $  
   

 

 

   

 

 

   

 

 

 

Costs since inception

  $ 20,366     $ 5,062     $ 25,428  
   

 

 

   

 

 

   

 

 

 

 

(e)  Pro Forma Financial Information

The following table presents selected unaudited financial information, including Standard Diagnostics, as if the acquisition of this entity had occurred on January 1, 2010. Pro forma results exclude adjustments for various other less significant acquisitions completed during 2010 and 2011, as these acquisitions did not materially affect our results of operations.

The pro forma results are derived from the historical financial results of the acquired business for the period presented and are not necessarily indicative of the results that would have occurred had the acquisition been consummated on January 1, 2010. There was no pro forma impact on the results of operations for 2011, as the acquisition of Standard Diagnostics closed prior to January 1, 2011 (in thousands, except per share amount).

 

         
    2010  

Pro forma net revenue

  $ 2,161,500  
   

 

 

 

Pro forma net loss from continuing operations attributable to Alere Inc. and Subsidiaries

  $ (1,051,259
   

 

 

 

Pro forma net loss available to common stockholders

  $ (1,041,545
   

 

 

 

Pro forma net loss from continuing operations attributable to Alere Inc. and Subsidiaries per common share — basic and diluted(1)

  $ (12.45
   

 

 

 

Pro forma net loss available to common stockholders — basic and diluted(1)

  $ (12.31
   

 

 

 

 

(1) Net loss per common share amounts are computed as described in Note 12.