Acquisition of Validity (Tables)

9 Months Ended

Mar. 31, 2014

The Acquisition Date fair value of the consideration transferred totaled $127.8 million, which consisted of the following (in thousands):


Cash	$	19,985
Shares issued		70,280
Contingent consideration		37,499

	$	127,764

Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the Acquisition Date (in thousands):


Cash	$	365
Accounts receivable		3,840
Inventory		2,154
Prepaid expenses and other		984
Property and equipment		326
Deferred tax assets		12,242
Acquired intangible assets		76,400
Other assets		1,283

Total identifiable assets acquired		97,594
Accounts payable		2,141
Accrued liabilities		1,497
Non-current deferred tax liabilities		5,327
Non-current taxes payable		700
Other non-current accrued liabilities		500

Net identifiable assets acquired		87,429
Goodwill		40,335

Net assets acquired	$	127,764

Summary of Financial Information Presents Combined Results of Operations for Acquisition

The following unaudited pro forma financial information presents the combined results of operations for us and Validity as if the acquisition had occurred on July 1, 2012. The unaudited pro forma financial information has been prepared for comparative purposes only and does not purport to be indicative of the actual operating results that would have been recorded had the acquisition actually taken place on July 1, 2012, and should not be taken as indicative of future consolidated operating results. Additionally, the unaudited pro forma financial results do not include any anticipated synergies or other expected benefits from the acquisition.


	Three Months Ended		Nine Months Ended
	March 31,		March 31,
	2013		2014		2013
	(in thousands, except per share data)
Revenue	$	167,375	$	640,524	$	444,299
Net income		29,894		7,200		34,327
Net income per share—diluted		0.84		0.19		0.97

Pro Forma Adjustments Used to Arrive at Pro Forma Net Income

Pro forma adjustments used to arrive at pro forma net income for the three and nine months ended March 31, 2014 and March 31, 2013, were as follows (in thousands):


	Three Months Ended			Nine Months Ended
	March 31,			March 31,
	2013			2014			2013
Buyer transaction costs	$	—		$	2,000		$	—
Seller transaction costs		—			517			—
Inventory adjustment		—			575			—
Share-based compensation		87			280			262
Intangible amortization		(2,060	)		(2,685	)		(6,931	)
Deferred compensation		(19	)		66			(56	)

Total	$	(1,992	)	$	753		$	(6,725	)