MERGER AND ACQUISITIONS | 9 Months Ended |
Sep. 30, 2014 |
Acquisition [Abstract] | ' |
MERGER AND ACQUISITIONS | ' |
NOTE B – MERGER AND ACQUISITIONS |
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2014 Merger |
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On May 5, 2014, in accordance with the terms and conditions of the merger agreement, we merged our wholly-owned subsidiary with and into Omnilink Systems Inc. (Omnilink) with Omnilink surviving the merger as a wholly-owned subsidiary of the Company. The purchase price of $37.5 million was composed of a cash payment of $37.3 million and a working capital adjustment of $0.2 million, subject to post-closing purchase price adjustments and escrows as provided in the merger agreement. |
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Omnilink provides tracking and monitoring services for people and valuable assets via Omnilink’s M2M platform that connects hardware, networks, software, and support services. We expect our combination with Omnilink to provide operating synergies and create potential growth opportunities through product enhancement and channel expansion. The assets, liabilities and operating results of Omnilink are reflected in our condensed consolidated financial statements commencing from the merger date. Transaction costs of $1.0 million for the nine months ended September 30, 2014 have been recorded in general and administrative expense in the accompanying consolidated statement of operations and comprehensive income (loss). |
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The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the closing date of the Omnilink merger (dollars in thousands): |
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| | | | | Estimated |
| | Fair Value | | | Useful Lives |
Cash | | $ | 195 | | | | n/a | |
Accounts receivable | | | 2,677 | | | | n/a | |
Inventory | | | 963 | | | | n/a | |
Prepaid and other assets | | | 377 | | | | n/a | |
Property and equipment | | | 1,613 | | | | 4 | (a) |
Other non-current assets | | | 2 | | | | n/a | |
Customer relationships | | | 6,056 | | | | 11 | |
Technology | | | 4,998 | | | | 14 | |
Trade names | | | 3,632 | | | Indefinite |
Goodwill | | | 21,310 | | | Indefinite |
Total identifiable assets acquired | | | 41,823 | | | | | |
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Accounts payable | | | (1,756 | ) | | | n/a | |
Accrued expenses | | | (1,195 | ) | | | n/a | |
Deferred revenue | | | (64 | ) | | | n/a | |
Deferred tax liability | | | (1,326 | ) | | | n/a | |
Total liabilities assumed | | | (4,341 | ) | | | | |
Net assets acquired | | $ | 37,482 | | | | | |
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(a) | The weighted average remaining useful life for all property and equipment is approximately four years. | | | | | | | |
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The above fair value purchase price allocations are provisional and subject to change. The total purchase consideration for the merger was allocated to identifiable assets purchased and liabilities assumed based on fair value. The estimated fair value attributed to intangible assets, other than Goodwill, was based on appropriate valuation techniques. The final valuation of assets acquired and liabilities assumed is expected to be completed as soon as possible, but no later than one year from the acquisition date. Given the scope of the operational integration and valuation efforts, as well as the complexity presented in the valuation of the tax effects related to tax attributes and other deferred tax items, the valuation of certain assets and liabilities is still being completed. The primary area that is not yet finalized relates to the calculation of deferred taxes and the corresponding effect on the residual value of goodwill. We have recorded deferred tax liabilities for indefinite lived assets which will not be offset against deferred tax assets. |
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The gross amount of accounts receivable in the table above is $2.9 million. Based on the nature and financial strength of the customers, we expect to collect amounts due for the accounts receivable of $2.7 million. Our best estimate at the merger date of the contractual cash flows not expected to be collected is $0.2 million. |
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The residual allocation to goodwill results from such factors as an assembled workforce, expected significant synergies for market growth and profitability as well as Omnilink’s service and product lines contributing to our becoming the market leader in select M2M vertical markets. The total amount of goodwill will not be deductible for tax purposes. |
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Unaudited Pro forma Results |
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The condensed consolidated statement of operations for the nine months ended September 30, 2014 includes approximately $5.4 million of revenues contributed by Omnilink products and services for the period from May 5, 2014 through September 30, 2014. Immediately upon closing the merger, we began integrating Omnilink’s operations with our existing operations. As a result, the legacy and acquired businesses are now sharing various selling, general and administrative functions. Any measure of stand-alone profitability for Omnilink in the post-acquisition period is not material and cannot be calculated accurately due to the shared cost structure of the acquired and legacy businesses. |
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The following table presents the Company’s unaudited pro forma consolidated net sales, income (loss) from continuing operations before income taxes and net income (loss) for the nine months ended September 30, 2014 and 2013, based on the historical statements of operations of Numerex and of Omnilink, giving effect to the Omnilink merger and related financing as if they had occurred on January 1, 2013. The unaudited pro forma financial information is not necessarily indicative of what the Company’s consolidated results of operations actually would have been had the acquisition occurred at the beginning of each year. In addition, the unaudited pro forma financial information does not attempt to project the future results of operations of the combined company. |
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| | Unaudited Pro Forma Results | |
| | Nine Months Ended | |
| | September 30, | | | September 30, | |
| | 2014 | | | 2013 | |
Net sales | | $ | 73,412 | | | $ | 62,261 | |
Income (loss) from continuing operations, | | | | | | | | |
before income tax | | | 2,134 | | | | (3,234 | ) |
Net income (loss) | | | 1,725 | | | | (490 | ) |
Basic and diluted income (loss) per | | | | | | | | |
common share | | $ | 0.09 | | | $ | (0.13 | ) |
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The unaudited pro forma financial information above gives effect to the following: |
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| ● | Adjust depreciation expense for a 2014 net reduction of $88,000 and a 2013 net reduction of $44,000 for the effect of recording property and equipment at estimated fair value. | | | | | | |
| ● | Adjust amortization expense for a 2014 net increase of $0.3 million and a 2013 net increase of $0.7 million for the effect of recording intangible assets at estimated fair value. | | | | | | |
| ● | Adjust interest expense for a 2014 net increase of $0.1 million and a 2013 net increase of $0.5 million due to the repayment of Omnilink’s debt balances in conjunction with the merger and the merger-related debt incurred by Numerex and related amortization of deferred financing costs. | | | | | | |
| ● | Adjust expense by $1.0 million to reclassify expense recorded for merger-related costs in the nine month period ended September 30, 2014, to the nine month period ended September 30, 2013, to reflect the expenses as of the pro forma merger date of January 1, 2013. | | | | | | |
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The unaudited pro forma results do not include any revenue or cost reductions that may be achieved through the business combination, or the impact of non-recurring items directly related to the business combination. |
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2013 Acquisitions |
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On December 2, 2013, we acquired substantially all the assets, products and technologies of a small technology company that provided remote monitoring and management of bulk storage tanks. The acquisition expands the scope and scale of our capabilities in supply chain and remote monitoring markets. Total consideration was $2.8 million in cash, of which $0.2 million will be paid on December 2, 2014. Goodwill of $1.5 million was recorded in connection with this acquisition. Pro forma results of operations were not presented as the acquisition was not material to our results of operations for the periods presented. |
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On February 1, 2013, we purchased substantially all of the assets and business of a small technology company that provides products and services for environmental monitoring, wireless remote control and monitoring, wireless sensor networks, and connected device consulting. We acquired the company’s assets to expand our technical capabilities and the market segments we serve. Total consideration was $1.1 million, comprised of $0.2 million in cash and 73,587 shares of our common stock having a fair value at the time of issuance of $0.9 million and the assumption of certain liabilities. The shares of common stock are subject to various time-based selling restrictions. Pro forma results of operations were not presented as the acquisition was not material to our results of operations for the periods presented. |