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Business Combination (Tables)
3 Months Ended
Mar. 31, 2013
Summary of Purchase Accounting and Tangible and Intangible Assets Acquired

The following table summarizes the acquisition accounting and the tangible and intangible assets acquired (in thousands):

 

 

 

 

 

 

 

 

 

 

Total purchase consideration:

 

 

 

 

Cash paid upon closing

 

$

14,087

 

Net receivable from Lapis

 

 

(959

)

Notes payable

 

 

11,130

 

 

 

$

24,258

 

 

 

 

 

 

Liabilities assumed:

 

 

 

 

Pension and retirement obligations

 

$

6,471

 

Other compensation-related liabilities

 

 

1,083

 

Other current liabilities

 

 

1,265

 

 

 

$

8,819

 

 

 

 

 

 

Fair value of assets acquired:

 

 

 

 

Inventory

 

$

13,309

 

Other current assets

 

 

35

 

Land, property, plant and equipment(1)

 

 

14,433

 

Intangible assets acquired:

 

 

 

 

Developed technology

 

 

2,120

 

Customer relationships

 

 

3,180

 

 

 

$

33,077

 

 

 

(1)

Includes land of $3.5 million, buildings of $3.9 million and machinery, equipment, furniture and fixtures of $7.0 million.

Pro forma Information for Business Acquisition

The unaudited financial information in the table below summarizes the combined results of operations of the Company with the results of OCU prior to the acquisition, on a pro forma basis, as though the companies had been combined as of the beginning of the period presented. The pro forma financial information for the quarter ended March 31, 2013 includes elimination of $4.5 million of transaction costs and $1.9 million of revenue and $1.8 million of costs related to sales from OCU to the Company.  The pro forma financial information for the quarter ended March 31, 2012 includes elimination of $0.4 million of revenue and $0.3 million of costs related to sales from OCU to the Company and a $2.5 million increase in cost of goods sold due to a change in the value of inventory as a result of acquisition accounting.  The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved had the acquisition taken place at the beginning of the period presented, nor does it intend to be a projection of future results.

 

 

 

 

 

 

 

 

 

 

 

  

For the three months ended
March 31,

 

 

  

2013

 

 

2012

 

Revenue

  

$

68,754

  

 

$

67,537

  

Net loss

  

$

(5,277

 

$

(12,038

Basic and diluted net loss per share

  

$

(0.17

 

$

(0.48