XML 50 R16.htm IDEA: XBRL DOCUMENT v2.4.1.9
Subsequent Event
3 Months Ended
Dec. 31, 2014
Subsequent Events [Abstract]  
Subsequent Event
Subsequent Event

On January 30, 2015, the Company completed its previously announced Merger Agreement, pursuant to which Merger Sub was merged with and into BTU (the “Merger”), with BTU surviving as a wholly owned subsidiary of the Company. In connection with the merger, each share of BTU common stock, par value $0.01 per share, issued and outstanding immediately prior to the effective time of the Merger was converted to 0.3291 shares of common stock, par value $0.01 per share, of the Company. The Company issued approximately 3,186,000 total shares of Company common stock on the Merger date. Pursuant to the terms of the Merger agreement, BTU employee based stock options were assumed by the Company and converted into options to purchase shares of Company common stock on substantially the same terms and conditions as were applicable to such BTU stock option, with appropriate adjustments based upon the Exchange Ratio to the exercise price and the number of shares of Company common stock subject to such stock option. Each BTU restricted stock unit that remained unvested immediately prior to January 30, 2015, the effective time of the Merger, became a fully vested and unrestricted share of BTU common stock. As a result of this merger, the Company owns 100% of the outstanding stock of BTU.

The Company will account for the transaction as a business combination using the acquisition method of accounting. Due to the limited time between the acquisition date and the filing of this Quarterly Report on Form 10-Q for the quarter ended December 31, 2014, the initial purchase accounting has not been completed. As such, it is not practicable for the Company to disclose: (i) the allocation of purchase price to assets acquired and liabilities assumed, and (ii) pro forma revenues and earnings of the combined company for the quarter ended December 31, 2014. The Company will provide this information in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2015. There are approximately $1.2 million in acquisition-related costs included in selling, general and administrative expenses for the three-month period ended December 31, 2014.