XML 24 R24.htm IDEA: XBRL DOCUMENT v2.4.0.8
Business Acquisitions Business Acquisitions (Notes)
6 Months Ended
Jun. 30, 2013
Business Combinations [Abstract]  
Business Acquisitions
Business Acquisitions
In December 2012, the Company acquired Lorex Technology Inc. ("Lorex"), a provider of consumer oriented and professional grade video surveillance systems, for approximately $61.2 million in cash. At December 31, 2012, the Company initially reported the net tangible assets of $19.1 million in the respective balance sheet accounts and the excess purchase price of $42.1 million in other assets.
The Company has since performed a preliminary purchase price allocation which resulted in an allocation of $15.1 million of identifiable intangible assets and $29.3 million of goodwill in conjunction with the Lorex acquisition, which has been recorded in the Company’s Thermal Vision and Measurement business segment as of June 30, 2013. This goodwill consists largely of the ability of Lorex to provide the Company domain knowledge and distribution channels in adjacent security markets. These purchase price adjustments have been applied retrospectively to the December 31, 2012 balance sheet.
The preliminary allocation of the purchase price is as follows (in thousands):
Cash acquired
$
1,170

Accounts receivable, net
10,183

Inventories
13,967

Property and equipment
1,049

Other assets
3,004

Liabilities
(10,252
)
Net tangible assets
19,121

Net deferred taxes
(2,387
)
Identifiable intangible assets
15,100

Goodwill
29,336

Purchase price
$
61,170


Certain tax attributes and the related impact on goodwill are pending final valuation and are expected to be finalized by September 30, 2013. None of the goodwill recognized is deductible for income tax purposes.
The identifiable intangible assets and the estimated useful life of each are as follows (in thousands):
 
Estimated
Useful Life
 
Amount
Lorex Trade Name
indefinite
 
$
6,800

Customer Relationships
7 years
 
8,300

 
 
 
$
15,100


Also in December 2012, the Company acquired Traficon International NV ("Traficon"), a provider of video image processing software and hardware for traffic analysis applications, for approximately $46.3 million in cash. At December 31, 2012, the Company initially reported the net tangible assets of $5.1 million in the respective balance sheet accounts and the excess purchase price of $41.2 million in other assets.
In April 2013, the Company made an additional payment of $2.1 million in cash as an adjustment to the purchase price. The Company has performed a preliminary purchase price allocation which resulted in an allocation of $20.1 million of identifiable intangible assets and $28.4 million of goodwill in conjunction with the Traficon acquisition, which has been recorded in the Company’s Thermal Vision and Measurement business segment as of June 30, 2013. This goodwill consists largely of the ability of Traficon to expand the Company's presence in the global traffic monitoring market through the provision of domain expertise and distribution channels. These purchase price adjustments have been applied retrospectively to the December 31, 2012 balance sheet.
Note 18.
Business Acquisitions - (Continued)
The preliminary allocation of the purchase price is as follows (in thousands):
Cash acquired
$
181

Accounts receivable, net
6,435

Inventories
2,853

Property and equipment
179

Other assets
657

Liabilities
(5,248
)
Net tangible assets
5,057

Net deferred taxes
(5,166
)
Identifiable intangible assets
20,102

Goodwill
28,370

Purchase price
$
48,363


Certain tax attributes and the related impact on goodwill are pending final valuation and are expected to be finalized by September 30, 2013. None of the goodwill recognized is deductible for income tax purposes.
The identifiable intangible assets and the estimated useful life of each are as follows (in thousands):
 
Estimated
Useful Life
 
Amount
Patented/Proprietary Technology
10 years
 
$
5,951

Backlog
1.5 years
 
1,852

Customer Relationships
12 years
 
12,299

 
 
 
$
20,102


In April 2013, the Company acquired Marine and Remote Sensing Solutions, Ltd. ("MARSS"), a developer of software and sensor control systems for use in maritime security applications, including above and below water port security and ship-based man overboard detection, for approximately $3.1 million in cash.
The operating results for these acquisitions are included in the Company's 2013 results of operations.
These acquisitions are not significant, either individually or in the aggregate, as defined in Regulation S-X of the Securities and Exchange Commission, compared to the Company’s overall financial position.