XML 19 R6.htm IDEA: XBRL DOCUMENT v2.4.0.6
Business Combinations
 3 Months Ended
Mar. 31, 2012
Business Combinations  
Business Combination Disclosure [Text Block]

2.  Business Combination

 

On February 16, 2012, the Company completed the acquisition of the video conferencing business of Israel based VCON Video Conferencing, Ltd. (“VCON”) through an asset purchase agreement. VCON is a pioneer in software based video conferencing solutions with product offerings that include group video conferencing endpoints, desktop video conferencing endpoints, video conferencing infrastructure solutions and software development kits. This acquisition and the combination of streaming and digital signage technologies will provide us with complimentary technology opportunities allowing us to enter new growth markets.

 

Pursuant to the asset purchase agreement, the Company paid initial consideration of $4,632 in cash. This initial consideration is subject to a final working capital adjustment.

 

The estimated fair values of assets acquired and liabilities assumed are provisional and are based on the information that was available as of the acquisition date to estimate the fair value of assets acquired and liabilities assumed. The Company believes that such information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, but the Company is waiting for additional information necessary to finalize those fair values. The measurement period for purchase price allocation ends as soon as information on the facts and circumstances becomes available, but will not exceed twelve months from the date of acquisition. Adjustments in the purchase price allocation may require a recasting of the amounts allocated to intangible assets and possible allocation to goodwill, retroactive to the period in which the acquisition occurred. Therefore, the provisional measurements of fair value reflected are subject to change and such changes could be significant.

 

The fair value of identified assets and liabilities acquired and goodwill was as follows:

 

Inventory

   $       320 

Property and equipment

              34 

Product warranty liability

              (8)

Tradename

            500 

Patents and technological know-how

         2,300 

Proprietary software

            500 

In-process research and development

            200 

Goodwill

            786 

Cash paid

   $   4,632 

 

 

The Company incurred $187 towards acquisition related expenses, all of which are categorized under General and administrative expenses in the Consolidated Statement of Operations for the period ended March 31, 2012.

 

Supplemental Pro Forma information

 

1)       Revenue and net loss from VCON business from February 16, 2012 to March 31, 2012 was $77 and ($152) respectively.

 

2)       Revenue and earnings of the combined entity as though the business combination occurred as of January 1, 2011:

 

Three months ended March 31,

2012

2011

Revenue

  $ 10,367

  $10,803

Earnings

         409

         647

Basic and diluted earnings per common share

         0.04

 

        0.07

 

3)       There were no material, nonrecurring pro forma adjustments directly attributable to the acquisition included in this supplemental Pro Forma information.