Memorex 2012 Annual Report Download - page 58

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Recent Accounting Pronouncements
Management has assessed the potential impact of accounting standards that have been issued but are not yet effective
and has determined that no such standards are expected to have a material impact to our Consolidated Financial Statements.
Note 3 — (Loss) Earnings per Common Share
The following table sets forth the computation of the weighted average basic and diluted (loss) earnings per share:
Years Ended December 31,
2012 2011 2010
(In millions)
Numerator:
Loss from continuing operations .................................. $(340.7) $(46.7) $(158.3)
Loss from discontinued operations ................................ — — (0.2)
Net loss .................................................... $(340.7) $(46.7) $(158.5)
Denominator:
Weighted average number of common shares outstanding during the
period ................................................... 37.5 37.7 37.8
Dilutive effect of stock-based compensation plans ..................... — — —
Weighted average number of diluted shares outstanding during the period . . . 37.5 37.7 37.8
Basic loss per common share:
Continuing operations .......................................... $ (9.09) $(1.24) $ (4.19)
Discontinued operations ........................................ — — (0.01)
Net loss .................................................... (9.09) (1.24) (4.19)
Diluted loss per common share:
Continuing operations .......................................... $ (9.09) $(1.24) $ (4.19)
Discontinued operations ........................................ — — (0.01)
Net loss .................................................... (9.09) (1.24) (4.19)
Anti-dilutive shares excluded from calculation .......................... 6.3 5.4 4.9
Note 4 — Acquisitions
2012 Acquisition
Nexsan Corporation
On December 31, 2012, we acquired Nexsan Corporation (Nexsan) which is a provider of disk-based storage systems
and has a portfolio of disk-based and hybrid disk-and-solid-state storage systems with existing customers worldwide. This
acquisition is intended to significantly accelerate our growth in the small and medium-sized business and distributed
enterprise storage markets. The purchase price consisted of a cash payment of $104.6 million (subject to adjustment based
primarily on working capital received) and 3,319,324 shares of our common stock which was the equivalent of $15.5 million
based on the fair value of our stock on the date of acquisition. The purchase price allocation resulted in goodwill of $65.5
million, which is primarily attributable to strategic synergies and intangible assets that do not qualify for separate recognition
and is not deductible for tax purposes. We have determined that the goodwill is under its own reporting unit as it operates with
discrete financial information which will be regularly reviewed. As of December 31, 2012, our purchase price allocation is
preliminary pending final evaluation of all information received associated with the assets and liabilities acquired. See
Note 6—Intangible Assets and Goodwill for more information regarding goodwill and intangible assets.
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