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Acquisitions
3 Months Ended
Apr. 01, 2012
Acquisitions [Abstract]  
Acquisitions

Note 15. Acquisitions

On March 3, 2011, we completed our acquisition of Vocollect Inc. by acquiring all of the outstanding shares of capital stock of Vocollect and all in-the-money options to purchase shares of common stock of Vocollect for an aggregate purchase price of approximately $197 million in cash, net of cash acquired. Vocollect provides voice-centric solutions for mobile workers in distribution, warehouse and healthcare environments worldwide through design, manufacture and sale of voice data collection terminals and related software. This acquisition is part of our strategy to expand our warehouse and mobility solutions.

We have included the financial results of Vocollect in our condensed consolidated financial statements from the date of acquisition. Vocollect acquisition and related costs of approximately $4.4 million were recorded as an expense for the three months ended April 3, 2011 and are included in the total acquisition costs of $4.8 million in our condensed consolidated statement of operations for the three months ended April 3, 2011. The remainder of the acquisition costs recorded were related to the Enterprise Mobile acquisition during the quarter ended April 3, 2011. Acquisition related costs include direct integration costs, transaction fees and professional services.

The allocation of the purchase price to Vocollect's assets acquired and liabilities assumed, net of cash acquired, is as follows (in thousands):

 

     At Acquisition
March 3, 2011
    Adjustments     At Acquisition
March 3, 2011
(Adjusted)
 

Accounts receivable (gross contractual receivables total of $21,461)

   $ 20,569      $ —        $ 20,569   

Inventories

     6,800        720        7,520   

Net deferred tax assets

     7,552        328        7,880   

Other current assets

     1,606        5,747        7,353   

Goodwill (including $7.9 million for assembled workforce)

     131,167        8,995        140,162   

Intangible assets

     85,600        (18,100     67,500   

Property, plant and equipment

     10,060        (937     9,123   

Other assets

     3,235        (3,098     137   

Accounts payable

     (6,818     —          (6,818

Payroll and related expenses

     (531     (8,281     (8,812

Deferred revenue

     (11,616     680        (10,936

Accrued expenses

     (11,231     2,492        (8,739

Deferred tax liabilities

     (35,370     12,800        (22,570

Long-term deferred revenue

     (4,282     —          (4,282

Other long-term liabilities

     (370     (1,000     (1,370
  

 

 

   

 

 

   

 

 

 

Total net assets acquired

   $ 196,371      $ 346      $ 196,717   
  

 

 

   

 

 

   

 

 

 

Goodwill recognized is attributable primarily to the expected synergies and the assembled workforce of Vocollect and is not deductible for income tax purposes. Goodwill associated with the Vocollect acquisition has been allocated to the Voice solutions reportable segment.

Unaudited Pro Forma Financial Information

The unaudited pro forma financial information in the table below summarizes the combined results of operations for Intermec and Vocollect as though the acquisition occurred at the beginning of fiscal 2011. The pro forma financial information presented below is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisitions and any borrowings undertaken to finance the acquisition had taken place at the beginning of fiscal 2011.

 

     Quarter Ended,  
(in thousands)    Actual
April 1, 2012
    Pro forma
April 3, 2011
 

Total revenues

   $ 179,678      $ 196,829   

Net loss

     (242,090     (3,429