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Business Combinations (Tables)
12 Months Ended
Jan. 31, 2012
Acquisitions

Acquisitions during the year ended January 31, 2012

 

     Total
Consideration
     Net Liabilities
Assumed
    Identifiable
Intangible
Assets
Acquired
     Deferred Tax
Liability
    Goodwill  

Total Acquisitions

   $ 26,881       $ (601   $ 13,110       $ (1,735   $ 16,107   
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

 

On August 30, 2011, we exchanged one of our product lines for a controlling interest in a privately-held company. The exchange was accounted for as a business combination. Prior to acquiring this controlling interest, we had a noncontrolling investment, which was accounted for under the equity method of accounting. We recorded $8,900 for the fair value of the net assets of the acquired business. See Note 2. “Summary of Significant Accounting Policies,” for a description of our accounting for the noncontrolling interest.

Acquisitions for the year end January 31, 2012 consisted of one privately-held company and the assets of another privately-held company, all of which were accounted for as business combinations. These acquisitions were not material individually or in the aggregate.

The identified intangible assets acquired for all fiscal 2012 acquisitions consisted of purchased technology of $5,980 and other intangibles of $7,130. We are amortizing purchased technology to cost of revenues over three to four years and other intangibles to operating expense over three to five years. The goodwill created by the transactions is not deductible for tax purposes. Key factors that make up the goodwill created by the transactions include expected synergies from the combination of operations and the knowledge and experience of the acquired workforce and infrastructure.

Acquisitions during the year ended January 31, 2011

 

Acquisition

   Total
Consideration
     Net Tangible
Assets
Acquired
     Identifiable
Intangible
Assets
Acquired
     Deferred Tax
Liability
    Goodwill  

Valor

   $ 86,903       $ 47,423       $ 18,600       $ (11,636   $ 32,516   

Other

     26,217         2,003         6,300         —          17,914   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Total

   $ 113,120       $ 49,426       $ 24,900       $ (11,636   $ 50,430   
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

On March 18, 2010, we acquired all of the outstanding common shares of Valor, a provider of productivity improvement software solutions for the printed circuit board manufacturing supply chain. The acquisition was an investment aimed at extending our scope into the market for printed circuit board systems manufacturing solutions. Under the terms of the merger agreement, Valor shareholders received 5,621 shares of our common stock and cash of $32,715. The common stock issued to the former common shareholders of Valor had a fair value of $47,163, based on our closing price on March 18, 2010 of $8.39 per share. Additionally, under the merger agreement, we converted Valor’s outstanding stock options into options to purchase shares of our common stock, resulting in additional consideration of $7,025. Included in net tangible assets acquired was the fair value of the Frontline investment of $29,500 and cash acquired of $27,110.

The identified intangible assets acquired consisted of purchase technology of $12,300 and other intangibles of $6,300. We are amortizing purchased technology to cost of revenues over three years and other intangibles to operating expenses over one to four years. The goodwill created by the transaction is not deductible for tax purposes. Key factors that make up the goodwill created by the transaction include expected synergies from the combination of operations and the knowledge and experience of the acquired workforce and infrastructure.

Other acquisitions for the year end January 31, 2011 consisted of one privately-held company, and the assets of three other privately-held companies, which were accounted for as business combinations. These acquisitions were not material individually or in the aggregate.

Acquisitions during the year ended January 31, 2010

 

Acquisition

   Total
Consideration
     Net Tangible
Assets
Acquired
     Identifiable
Intangible
Assets
Acquired
     Deferred Tax
Liability
    Goodwill  

Total Acquisition

   $ 24,662       $ 1,341       $ 9,960       $ (222   $ 13,583