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SUBSEQUENT EVENTS
12 Months Ended
Dec. 31, 2016
Subsequent Events [Abstract]  
Subsequent Events [Text Block]

NOTE 12 - SUBSEQUENT EVENTS:


On February 16, 2017, the Company entered into a senior credit facility and an asset-based lending agreement with a bank for the purpose of funding the acquisition of CommAgility Limited. The senior credit facility provides for a term loan in the aggregate principal amount of $760,000. Principal payments are $38,000 per quarter with a balloon payment at maturity. The asset-based revolving loan is subject to a borrowing base calculation, as defined in the agreement, up to a maximum availability of $9,000,000. The term loan and asset-based revolver bear interest at LIBOR (subject to a floor of 0%) plus a margin ranging from 3.25% to 3.75% and 2.75% and 3.25%, respectively, based on a fixed coverage charge ratio, as defined in the credit facility. Additionally, the credit facility is subject to customary terms and conditions, including an unused line fee and early termination fee. The credit facility termination date is November 16, 2019.


On February 17, 2017, the Company completed the acquisition of CommAgility Ltd., a U.K. corporation (“CommAgility”) specializing in LTE technology. CommAgility is a vital supplier of signal processing technology for network validation systems, supporting LTE and emerging 5G networks, and its solution sets solve unique solutions for LTE/4G. The Company paid an initial purchase price of $17,550,000 comprised of approximately $11,300,000 in cash and approximately $6,250,000 in the form of 3,487,528 shares of the Company’s common stock. An additional $1,250,000 in cash is due to the sellers of CommAgility (the “Sellers”) in four equal installments payable quarterly starting in June 2017. Further, the Sellers may earn up to an additional $12,500,000 if certain financial targets are met during calendar year 2017 and 2018. The cash portion of the consideration at close was funded from a combination of cash on hand and borrowings from the credit facility disclosed above.


The initial purchase price accounting and purchase price allocation for the acquisition of CommAgility have not been completed at the date of this filing given the proximity to the acquisition date. The purchase price, including an estimate of the contingent consideration, will be allocated to the tangible and intangible assets and liabilities acquired based on estimated fair values at the acquisition date, with any excess of purchase price over the estimated fair value of the net assets acquired recorded as goodwill.


In connection with the acquisition of CommAgility, the Company incurred approximately $790,000 in related expenses through December 31, 2016 that are included in general and administrative expense in the accompanying Statement of Operations.