Acquisitions (Tables)

1 Months Ended

4 Months Ended

6 Months Ended

Aug. 17, 2011

Dec. 25, 2011

Dec. 25, 2011

Business Combinations [Abstract]

Schedule of business acquisition total purchase price

The total purchase price for this acquisition is as follows (in thousands):

Cash consideration paid to stockholders	$	372,235
Fair value of common stock issued by the Company (1)	211,040
Fair value of debt paid on behalf of stockholders	84,991
Total purchase price	$	668,266

(1) Represents 6,074,833 shares of the Company's common stock at $34.74 per share, the closing share price on August 17, 2011. The shares are subject to certain transfer restrictions under the Stock Purchase Agreement that will generally lapse with respect to 25% of the shares held (i) at the completion of the consecutive six-month period following the date of the closing of the transaction; and, (ii) at the completion of each of the following three successive six-month periods, such that all restrictions will lapse by the second anniversary of the closing.

Schedule of purchase price preliminary allocation

The purchase price for this acquisition has been preliminarily allocated to the assets acquired and liabilities assumed based on their estimated fair values as follows (in thousands):

	August 17, 2011 (As initially reported)		Measurement Period Adjustments			August 17, 2011 (As adjusted)
Tangible assets:
Cash and cash equivalents	$	3,081	$	—		$	3,081
Accounts receivable	25,698		(375		)	25,323
Inventories	39,330		(461		)	38,869
Property and equipment	45,946		(233		)	45,713
Other assets	4,727		217			4,944
Total tangible assets	$	118,782	$	(852	)	$	117,930
Intangible assets:
Developed technology	$	96,300	$	—		$	96,300
Customer relationships	84,820		—			84,820
Trade names	82,950		—			82,950
In-process research & development	15,050		—			15,050
Non-compete agreements	9,800		—			9,800
Goodwill	287,431		4,326			291,757
Total intangible assets	$	576,351	$	4,326		$	580,677
Liabilities assumed:
Accounts payable	$	12,943	$	—		$	12,943
Accrued expenses and liabilities	10,116		451			10,567
Warranty liabilities	2,600		3,023			5,623
Other long-term liabilities	1,208		—			1,208
Total liabilities assumed	$	26,867	$	3,474		$	30,341
Net assets acquired	$	668,266	$	—		$	668,266

Schedule of identfiable assets acquired

The identifiable intangible assets acquired as a result of the acquisition will be amortized over their respective estimated useful lives as follows (in thousands, except for years):

	Asset Amount		Estimated Life in Years
Developed technology	$	96,300	7 to 10
Customer relationships	84,820		7 to 20
Trade names (indefinite lived)	82,880		-
Trade names (definite lived)	70		3
In-process research and development (1)	15,050		6 to 7
Non-compete agreements	9,800		5
Total identifiable intangible assets	$	288,920

(1) Initially, in-process research and development ("IPR&D") is classified as indefinite-lived assets until completion or abandonment. Therefore, amortization of IPR&D does not begin until the technological and market risk(s) no longer exist. During the interim, IPR&D intangibles are subject to annual testing for impairment or when there are indicators of impairment.

Schedule of revenue and net income of acquired company in parent's company consolidated statements of income

The results of Ruud Lighting reflected in the Company's Consolidated Statements of Income from the date of acquisition (August 17, 2011) to December 25, 2011 are as follows (in thousands, except per share data):

	Three Months Ended		Six Months Ended
	December 25, 2011		December 25, 2011
Revenue	$	61,148	$	83,491
Operating Income	1,647		1,125
Net Income	1,319		655
Basic net income per share	$	0.01	$	0.01
Diluted net income per share	$	0.01	$	0.01

Schedule of pro forma information of parent company consolidated results of operations

The following supplemental pro forma information (in thousands, except per share data) presents the financial results as if the Ruud Lighting transaction had occurred at the beginning of the 2011 fiscal year for the six months ended December 25, 2011 and the three and six months ended December 26, 2010. Financial results for the three months ended December 25, 2011, which are included in the Consolidated Statements of Income, are actual results and therefore have not been presented in the table below.

	Three Months Ended		Six Months Ended
	December 26, 2010		December 25, 2011		December 26, 2010
Revenue	$	313,220	$	603,430	$	623,516
Operating Income	55,625		23,872		124,048
Net income	50,290		23,117		105,433
Earnings per share, basic	$	0.44	$	0.20	$	0.92
Earnings per share, diluted	$	0.43	$	0.20	$	0.91