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ACQUISITION
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Jun. 30, 2011
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| Business Combinations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business Combination Disclosure [Text Block] |
NOTE 3: ACQUISITION
On June 13, 2011, we acquired Pancetera pursuant to a statutory merger in order to enhance our product offerings and technology portfolio in exchange for approximately $11.0 million, comprised of $8.2 million in cash and $2.8 million in Quantum common stock. We acquired all outstanding shares of Pancetera and assumed all of Pancetera’s outstanding unvested stock options according to the option exchange ratio defined in the purchase agreement with Pancetera. We also assumed unvested restricted Pancetera common stock in accordance with the purchase agreement. Pancetera’s results of operations are included in our Condensed Consolidated Statements of Operations and Cash Flows from the June 13, 2011 acquisition date.
The acquisition was recorded under the acquisition method of accounting, resulting in the total purchase price being allocated to the assets acquired and liabilities assumed based on their estimated fair values as set forth below. The excess of the purchase price over the assets acquired and liabilities assumed was recorded as goodwill (in thousands):
In performing our purchase price allocation, we considered, among other factors, our intention for future use of acquired assets, analyses of historical financial performance and estimates of future performance of Pancetera’s existing and future products. The fair value of current assets, property and equipment and current liabilities was based on market prices at the acquisition date. The fair value of amortizable intangible assets and in-process research and development (“IPR&D”) was based, in part, on a valuation using a discounted cash flow approach and other valuation techniques as well as management’s estimates and assumptions.
The amortizable intangible assets are all related to developed technology and are included in purchased technology within the intangible assets and goodwill footnote. Purchased technology, which comprises products that have reached technological feasibility, was primarily related to SmartRead®. SmartRead is patented technology, primarily comprised of a set of algorithms that reduce storage input-output when performing maintenance tasks such as backup, replication or migration of virtual machines. Current products containing the SmartRead technology include SmartView TM and SmartMotion TM. Purchased technology intangible assets also include a combination of Pancetera processes, patents and trade secrets related to the design and development of these products. This proprietary know-how can be leveraged to develop new technology and improve our products. The SmartRead purchased technology intangible asset has an amortization period of four years.
IPR&D represents incomplete Pancetera research and development projects that had not reached technological feasibility as of the acquisition date. Due to the nature of IPR&D, the expected life is indeterminate and we will periodically evaluate for attainment of technological feasibility or impairment. Technological feasibility is established when an enterprise has completed all planning, designing, coding and testing activities that are necessary to establish that a product can be produced to meet its design specifications including functions, features and technical performance requirements. The value assigned to IPR&D was determined by considering the importance of each project to our overall development plan, estimating costs to develop the purchased IPR&D into commercially viable products, estimating the resulting net cash flows from the projects when completed and discounting the net cash flows using a discount rate of 18% to their present value based on the percentage of completion of the IPR&D projects.
The goodwill as a result of this acquisition is not expected to be deductible for tax purposes. The results of operations for the first quarter of fiscal 2012 included immaterial revenue and a $0.1 million net loss of Pancetera since the acquisition date. In addition, we incurred $0.2 million in acquisition expenses which are included in general and administrative expense in our Condensed Consolidated Statement of Operations.
The following unaudited supplemental pro forma information presents the combined results of operations of Quantum and Pancetera as if the acquisition had occurred as of the beginning of fiscal 2011. The first quarter of fiscal 2011 supplemental pro forma earnings were adjusted to include $0.9 million in nonrecurring acquisition expenses incurred in the first quarter of fiscal 2012. These amounts have been excluded from the first quarter of fiscal 2012 supplemental pro forma earnings (in thousands):
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