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Acquisitions (Tables)
1 Months Ended 7 Months Ended 9 Months Ended
Aug. 17, 2011
Mar. 25, 2012
Mar. 25, 2012
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

Post-closing working capital adjustment (2)
(1,623
)
Total purchase price
$
666,643

(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
he allocation of the purchase price for this acquisition to the assets acquired and liabilities assumed based on their estimated fair values and resulting residual goodwill (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


4,727

Total tangible assets
$
118,782

$
(1,069
)
$
117,713

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

3,371

290,802

Total intangible assets
$
576,351

$
3,371

$
579,722

Liabilities assumed:
 
 

Accounts payable
$
12,943

$

$
12,943

Accrued expenses and liabilities
10,116

902

11,018

Warranty liabilities
2,600

3,023

5,623

Other long-term liabilities
1,208


1,208

Total liabilities assumed
$
26,867

$
3,925

$
30,792

Net assets acquired
$
668,266

$
(1,623
)
$
666,643

   
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 March 25, 2012 are as follows (in thousands, except per share data):

 
Three Months Ended
 
Since Acquisition Date to
 
March 25, 2012
 
March 25, 2012
Revenue
$
56,598

 
$
140,089

Operating Income/(Loss)
(1,376
)
 
(251
)
Net Income/(Loss)
(1,207
)
 
(552
)
Basic net income/(loss) per share
$
(0.01
)
 
$

Diluted net income/(loss) per share
$
(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 nine months ended March 25, 2012 and the three and nine months ended March 27, 2011. Financial results for the three months ended March 25, 2012, 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
 
Nine Months Ended

 
March 27,
2011
 
March 25,
2012
 
March 27,
2011
Revenue
 
$
266,524

 
$
888,231

 
$
890,040

Operating Income
 
18,321

 
28,879

 
142,369

Net income
 
16,443

 
32,401

 
121,876

Earnings per share, basic
 
$
0.14

 
$
0.28

 
$
1.07

Earnings per share, diluted
 
$
0.14

 
$
0.28

 
$
1.05