Acquisition of Executive Office Concepts, Inc

9 Months Ended

Sep. 29, 2012

Acquisition of Executive Office Concepts, Inc [Abstract]

Acquisition of Executive Office Concepts, Inc

Note 2.  Acquisition of Executive Office Concepts, Inc.

On March 20, 2012, the Company completed its acquisition of EOC, a California-based privately held company, through a stock purchase for total consideration of $509, of which $200 was paid in cash and the remaining balance of $309 payable through the issuance of an interest-bearing note to the seller. The note has been discounted by the Company in the amount of $19 to reflect fair value of the note.The balance will be paid in equal quarterly installments of $28 which began July 2012 and will end April 2015.    EOC is a manufacturer and distributor of commercial furniture, primarily within the health care sector.  The Company acquired EOC to complement its existing product line of seating, tables and waiting area furniture.

The EOC acquisition resulted in a new basis of accounting whereby the total purchase price was allocated to tangible and intangible assets and liabilities based on the fair values on the date of acquisition.   The Company also incurred acquisition related costs of approximately $10 and $78, respectively, for the three and nine months ended September 29, 2012, which were recorded in selling, general and administrative expenses on the Consolidated Statement of Operations.

The following table summarizes the estimated fair values of the assets acquired and the liabilities assumed at the date of acquisition:

Consideration:
Cash	$	200
Seller note payable		290
Total consideration	$	490
Recognized amounts of identifiable assets acquired:
Cash	$	62
Accounts receivable		181
Inventories		338
Prepaid expenses and other current assets		75
Property, plant and equipment		357
Intangible assets		270
Goodwill		123
		1,406
Recognized amounts of identifiable liabilities assumed:
Accounts payable and accrued expenses		539
Deferred revenue		139
Deferred income tax liability		238
		916
Total net assets acquired	$	490

Goodwill of $123 arising from the acquisition includes the expected synergies and other benefits that we believe will result from combining the operations of EOC with the operations of the Company, and any intangible assets that do not qualify for separate recognition such as the assembled workforce. The goodwill is not deductible for federal income tax purposes.

The fair value of the identifiable intangible assets was determined by utilizing various valuation models which include the relief from royalty method and the excess earnings method.  Key assumptions include management's projections of future cash flows based upon past experience and future expectations, and a discount rate of 18.0 %.

The fair value assigned to identifiable intangible assets and their useful lives at the acquisition date is as follows:

			Useful
	Amount		Life
Customer relationships	$	60	18 Years
Trademark		80	20 Years
Air Quality Permits		130	20 Years
	$	270

For the nine months ended September 29, 2012, the Company recognized amortization expense related to the acquired customer relationships of $2.

Actual net sales of $1,639 and net earnings of $68 of EOC for the period since the acquisition on March 20, 2012 are included in our consolidated results of operations for the nine months ended September 29, 2012.

The following table summarizes the pro forma net sales and net loss of the combined entity for the three and nine months ended September 29, 2012 and October 1, 2011 as if the acquisition had occurred on January 1, 2011:

	Three Months Ended						Nine Months Ended
	September 29,			October 1,			September 29,			October 1,
	2012			2011			2012			2011
Pro forma net sales	$	13,673		$	14,535		$	41,963		$	42,449
Pro forma net loss	$	(717	)	$	(757	)	$	(3,683	)	$	(3,386	)