Quarterly report pursuant to Section 13 or 15(d)

Note 11 - Business combinations

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Note 11 - Business combinations
9 Months Ended
Oct. 02, 2011
Business Combination Disclosure [Text Block]
 
11. Business combinations

On August 31, 2011, the Company completed its acquisition of 100% of the outstanding common shares of ZF Array Technology, Incorporated (“ZF Array”), a privately held electronics manufacturing services provider based in San Jose, California. The acquisition increases manufacturing and engineering capabilities in the region and diversifies the revenue base. In accordance with ASC Topic 805, this acquisition was accounted for as a business combination.

The results of ZF Array’s operations were included in the Company’s consolidated financial results beginning on September 1, 2011.

The Company paid $4 million in cash and accrued $2.4 million upon acquisition for contingent consideration. Contingent consideration is based on financial performance of the acquired company’s operations for a 24-month period following the acquisition date, to a maximum of $2.4 million.

Acquisition related costs for the period ended October 2, 2011 were $15, included in Selling, General and Administrative expenses on the consolidated statement of operations.

The recognized amounts of identifiable assets acquired and liabilities assumed, based upon preliminary estimates of fair values as of August 31, 2011 are set out below:

Current assets (inclusive of cash acquired of $967)
  $ 12,196  
Noncurrent assets
    245  
Total liabilities assumed
    (6,019 )
Total identifiable net assets
  $ 6,422  

Current assets include trade receivable balances with a fair value of $3,899, the entirety of which is expected by management to be collectable.  Due to the timing of the transaction, the fair values of inventory, intangible assets, and accrued liabilities are currently being assessed.

Gain on bargain purchase of $22 was recorded against Selling, General and Administrative expenses for the three month period ended October 2, 2011, a result of the absence of intangible assets identified during the preliminary estimates of fair value.

The amount of ZF Array’s revenue and net income included in the Company’s consolidated statements of operations for the three month period ended October 2, 2011, and the unaudited pro forma revenue and net income of the combined entity had the acquisition date been consummated as of January 4, 2010, are set forth below:

   
Revenue
   
Net Income
 
Actual from September 1, 2011 to October 2, 2011
  $ 2,404     $ 206  

   
Three months ended
   
Nine months ended
 
 Supplemental unaudited pro forma information
 
October 2,
2011
   
October 3,
2010
   
October 2,
 2011
   
October 3,
2010
 
Total revenue
  $ 48,354     $ 72,592     $ 168,696     $ 218,638  
Net (loss) income
    (916 )     3,034       113       8,954