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The
Company hedges its foreign currency exposures by entering into offsetting
forward exchange contracts and currency options, when it deems appropriate.
The Company also occasionally enters into interest rate swaps, interest
rate caps, interest rate collars, and forward rate agreements in
order to reduce the impact of fluctuating interest rates on its
short-term debt and investments. In connection with issuances of
long-term debt, the Company may also enter into forward rate agreements
in order to protect itself from fluctuating interest rates during
the period in which the sale of the debt is being arranged.
The
Company accounts for derivative financial instruments using the
deferral method of accounting when such instruments are intended
to hedge an identifiable firm foreign currency commitment and are
designated as, and effective as, hedges. Foreign exchange exposures
arising from certain receivables, payables, and short-term borrowings
that do not meet the criteria for the deferral method are marked
to market. Resulting gains and losses are recognized currently in
Other (expense) income, net, largely offsetting the respective losses
and gains recognized on the underlying exposures.
The
Company designates its interest rate hedge agreements as hedges
of the underlying debt. Interest expense on the debt is adjusted
to include the payments made or received under such hedge agreements.
Any
deferred gains or losses associated with derivative instruments,
which on infrequent occasions may be terminated prior to maturity,
are recognized in income in the period in which the underlying hedged
transaction is recognized. In the event a designated hedged item
is sold, extinguished or matures prior to the termination of the
related derivative instrument, such instrument would be closed and
the resultant gain or loss would be recognized in income.
Stock-Based
Compensation
Under
the provisions of Statement of Financial Accounting Standards (“SFAS”)
No. 123, “Accounting for Stock-Based Compensation,” the Company
accounts for stock-based employee compensation using the intrinsic
value method prescribed by Accounting Principles Board Opinion (“APB”)
No. 25, “Accounting for Stock Issued to Employees,” and related
interpretations. Accordingly, compensation cost for stock options
is measured as the excess, if any, of the quoted market price of
the Company’s stock at the date of the grant over the exercise price.
Start-up
Costs
In
April 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-5 “Reporting on the Costs of Start-Up
Activities.” The Company is required to adopt the provisions of
this Statement no later than its fiscal year 2000. This Statement
provides guidance on the financial reporting of start-up and organization
costs and requires such costs, as defined, to be expensed as incurred.
Adoption of this Statement is not expected to have a material impact
on the Company’s results of operations or financial condition.
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During
fiscal year 1999, the Company acquired 10 businesses for an aggregate
of $381,530 and 357,522 shares of the Company’s stock. The Company
also granted options to purchase 73,074 shares of the Company’s
common stock to eligible employees of one of the acquired companies.
The 1999 results of operations included charges of $48,800 for purchased
in-process research and development in connection with three of
these acquisitions. These charges represented the fair value of
certain acquired research and development projects that were determined
to have not reached technological feasibility and do not have alternative
future uses. Unaudited pro forma consolidated results after giving
effect to the businesses acquired during fiscal 1999 would not have
been materially different from the reported amounts for either 1999
or 1998.
Included
in 1999 acquisitions is the purchase of Clontech Laboratories, Inc.
(“Clontech”), which was completed in August, for approximately $201,000
in cash, subject to certain post-closing adjustments. In connection
with this acquisition, a charge of $32,000 for purchased in-process
research and development was included in the results of operations
for the Biosciences segment, as noted above. The estimated fair
value of assets acquired and liabilities assumed relating to the
Clontech acquisition, which is subject to further refinement, is
summarized below, after giving effect to the write-off of purchased
in-process research and development:
Intangibles
related to Clontech are being amortized on a straight-line basis
over their useful lives, which range from 10 to 15 years.
During
fiscal year 1998, the Company acquired six businesses for an aggregate
of $545,603 in cash and 595,520 shares of the Company’s common stock,
or 297,760 shares on a pre-split basis. Included in 1998 acquisitions
is the purchase of the Medical Devices Division (“MDD”) of The BOC
Group for approximately $457,000 in cash. In connection with this
acquisition, a charge of $30,000 for purchased in-process research
and development was included in the 1998 results of operations.
This charge represented the fair value of certain acquired research
and development projects that were determined to have not reached
technological feasibility and do not have alternative future uses.
Intangibles related to MDD are being amortized on a straight-line
basis over their useful lives, which range from 15 to 25 years.
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