MGRM » Topics » Pro Forma Results

This excerpt taken from the MGRM 10-K filed Mar 16, 2005.

Pro Forma Results


The following unaudited pro forma information assumes that the acquisition of ACLARA had occurred at the beginning of each of the separate periods presented. These unaudited pro forma results have been prepared for comparative purposes only and do not purport to be indicative of the results of operations that would have actually resulted had the acquisitions occurred as of the dates indicated above, or of future results of operations. The unaudited pro forma results for the years ended December 31 are as follows:


             Year Ended December 31,        



     (in thousands, except per share data)  


   $ 38,167      $ 34,828  

Operating loss

     (124,389 )      (130,550 )

Net loss

     (94,189 )      (100,321 )

Loss applicable to common stockholders

   $ (94,513 )    $ (104,086 )

Basic and diluted loss per common share

   $ (0.82 )    $ (1.08 )


The unaudited pro forma financial information above reflects the following in both these separate periods:


    Purchased in-process research and development expense of $100.6 million which represents the fair value of purchased in-process technology for projects that have not yet reached technological feasibility and which have no alternative future use. This amount is based on the amount recorded in the accompanying 2004 statement of operations.


    Other non-operating income from the CVR revaluation adjustment of $28.5 million is based on the amount recorded in the accompanying 2004 statement of operations.


    Stock-based compensation expense of $3.4 million related to variable accounting for assumed ACLARA stock options and the recognition of expense for the value of CVRs related to ACLARA options that vested subsequent to the merger. This expense is based on the amount recorded in the accompanying 2004 statement of operations.


    Amortization of deferred compensation using the graded vesting method for the individual options assumed, based on twelve moths of amortization.


    Reduction of depreciation and amortization of property and equipment relating to fair value adjustments, including the planned closure of the Mountain View, California, facility.


    Elimination of historical amortization of ACLARA intangible assets


    Amortization of developed product technology acquired from the merger.


    Elimination of expense incurred for merger related transaction and severance costs.


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