Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2011

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

The roll-forward of activity related to our goodwill was as follows (in thousands):



	Year Ended December 31,
	2011			2010
Balance, beginning of period	$	44,800		$	44,615
Additions	13,272			—
Goodwill adjustments	(19		)	185
Balance, end of period	$	58,053		$	44,800

Additions to goodwill represent goodwill from acquisitions made during the period. Adjustments to goodwill include translation adjustments resulting from a portion of our goodwill being recorded on the books of our foreign subsidiaries.

On November 14, 2011, we acquired 100% of the outstanding shares of TILL Photonics, a manufacturer of sophisticated, high resolution, digital light microscopes and high speed imaging systems for live cell fluorescence microscopy located in Munich, Germany. The total purchase price of the acquisition was $20.4 million, which included a contingent payment obligation of $1.5 million which will be paid upon achievement of certain performance criteria. We believe this performance criteria will be met and the full contingent payment will be made. We paid $0.4 million in transaction costs related to the acquisition. These costs were expensed as incurred and are included in the selling, general and administrative line on our Consolidated Statements of Operations.

The total purchase price was allocated to the net tangible and intangible assets acquired based on their preliminary fair values as of November 14, 2011. The fair value of net tangible assets acquired was $2.6 million and the fair value of intangible assets acquired was $4.5 million. The acquired intangible assets consisted primarily of developed technology of $2.3 million and in-process research and development of $2.0 million. Both of these intangible asset classes have a weighted-average amortization period of 5.5 years. The excess of the purchase price over the fair value of the net assets acquired of $13.3 million was recorded as goodwill in our Life Sciences segment.

The goodwill arising from the acquisition of TILL Photonics is primarily related to expected future cash flows from synergies related to a correlative light and electron microscopy solution that is currently being developed. None of the goodwill from this acquisition is tax deductible. The operating results of TILL Photonics have been included in the Life Sciences segment prospectively from the date of acquisition. For the fiscal year ended December 31, 2011, TILL Photonics contributed $1.2 million of revenue and a net loss of $0.1 million to our consolidated financial results.

On January 9, 2012, we acquired 100% of the outstanding shares of ASPEX Corporation, a manufacturer of durable scanning electron microscopes for industrial applications. The total purchase price of the acquisition was $30.5 million. As of the date of this filing, the allocation of the purchase price is in process and, accordingly, the applicable disclosures cannot be made.

Pro forma disclosures have not been provided for either acquisition as both are insignificant individually and in the aggregate.

Other Intangible Assets

Other intangible assets are included as a component of other assets, net on our consolidated balance sheets. Patents, trademarks and other are amortized under the straight-line method over their useful lives of 2 to 15 years. Note issuance costs are amortized over the life of the related debt, which is 7 years.

Asset Impairment Charges

As part of our annual impairment test of long-lived intangible assets performed in the fourth quarter of 2011, we determined that the carrying value of certain intellectual property was not recoverable as we no longer intend to use the associated technology. As a result, we recorded an impairment charge of $1.4 million to write-off the remaining net book value of the intellectual property. The impairment loss is recorded within the selling, general and administrative expense line of our Consolidated Statements of Operations and is reported under the Materials Science market segment.

The gross amount of our other intangible assets and the related accumulated amortization were as follows (in thousands):



	December 31,
	2011			2010
Patents, trademarks and other	$	10,199		$	7,758
Accumulated amortization	(3,756		)	(3,995		)
Net patents, trademarks and other	6,443			3,763
Note issuance costs	2,445			2,445
Accumulated amortization	(1,950		)	(1,600		)
Net note issuance costs	495			845
Total intangible assets included in other long-term assets	$	6,938		$	4,608

Amortization expense was as follows (in thousands):



	Year Ended December 31,
	2011		2010		2009
Purchased technology	$	—	$	358	$	638
Patents, trademarks and other	1,400		1,167		1,129
Note issuance costs	350		497		652
Total amortization expense	$	1,750	$	2,022	$	2,419

Expected amortization, without consideration for foreign currency effects, is as follows over the next five years and thereafter (in thousands):



	Patents, Trademarks and Other		Note Issuance Costs		Total
2012	$	1,448	$	350	$	1,798
2013	1,309		146		1,455
2014	1,220		—		1,220
2015	1,162		—		1,162
2016	953		—		953
Thereafter	351		—		351
Total future amortization expense	$	6,443	$	496	$	6,939

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

+ References+ Details