NXTM » Topics » Purchase accounting treatment of acquisitions could decrease our net income in the foreseeable future, which could have a material and adverse effect on the market value of our common stock.

These excerpts taken from the NXTM 10-K filed Mar 16, 2009.
Purchase accounting treatment of acquisitions could decrease our net income in the foreseeable future, which could have a material and adverse effect on the market value of our common stock.
 
Under U.S. generally accepted accounting principals, we account for acquisitions using the purchase method of accounting. Under purchase accounting, we record the consideration issued in connection with the acquisition and the amount of direct transaction costs as the cost of acquiring the company or business. We allocate that cost to the individual assets acquired and liabilities assumed, including various identifiable intangible assets such as acquired technology, acquired trade names and acquired customer relationships based on their respective fair values. Intangible assets generally will be amortized over a three to fifteen year period. Goodwill and certain intangible assets with indefinite lives are not subject to amortization but are subject to at least an annual impairment analysis, which may result in an impairment charge if the carrying value exceeds their implied fair value. These potential future amortization and impairment charges may significantly reduce net income, if any, and therefore may adversely affect the market value of our common stock.
 
Item 1B.   Unresolved Staff Comments
 
Not Applicable.
 
Item 2.   Properties
 
We are headquartered in Lawrence, Massachusetts, where we lease approximately 45,000 square feet under a lease expiring in 2012. We have manufacturing facilities consisting of a 118,000 square foot facility in Tijuana, Mexico with a lease expiring in 2011, a 32,000 square foot facility in Modena, Italy with a lease expiring in 2012, a 35,000 square foot facility through our relationship with Entrada with a lease expiring in 2012, and a 12,369 square foot facility in Rosdorf, Germany with a term expiring in 2011. We believe that our existing facilities are adequate for our current needs and that suitable additional or alternative space will be available at such time as it becomes needed on commercially reasonable terms. In addition to these facilities we lease a number of small offices for administrative purposes.
 
Item 3.   Legal Proceedings
 
From time to time we may be a party to various legal proceedings arising in the ordinary course of our business. We are not currently subject to any material legal proceedings.
 
Item 4.   Submission of Matters to a Vote of Security Holders
 
No matters were submitted to a vote of our security holders during the fourth quarter of the fiscal year ended December 31, 2008.


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Purchase
accounting treatment of acquisitions could decrease our net
income in the foreseeable future, which could have a material
and adverse effect on the market value of our common
stock.



 



Under U.S. generally accepted accounting principals, we
account for acquisitions using the purchase method of
accounting. Under purchase accounting, we record the
consideration issued in connection with the acquisition and the
amount of direct transaction costs as the cost of acquiring the
company or business. We allocate that cost to the individual
assets acquired and liabilities assumed, including various
identifiable intangible assets such as acquired technology,
acquired trade names and acquired customer relationships based
on their respective fair values. Intangible assets generally
will be amortized over a three to fifteen year period. Goodwill
and certain intangible assets with indefinite lives are not
subject to amortization but are subject to at least an annual
impairment analysis, which may result in an impairment charge if
the carrying value exceeds their implied fair value. These
potential future amortization and impairment charges may
significantly reduce net income, if any, and therefore may
adversely affect the market value of our common stock.


 















Item 1B.  

Unresolved
Staff Comments



 



Not Applicable.


 















Item 2.  

Properties


 



We are headquartered in Lawrence, Massachusetts, where we lease
approximately 45,000 square feet under a lease expiring in
2012. We have manufacturing facilities consisting of a
118,000 square foot facility in Tijuana, Mexico with a
lease expiring in 2011, a 32,000 square foot facility in
Modena, Italy with a lease expiring in 2012, a
35,000 square foot facility through our relationship with
Entrada with a lease expiring in 2012, and a 12,369 square
foot facility in Rosdorf, Germany with a term expiring in 2011.
We believe that our existing facilities are adequate for our
current needs and that suitable additional or alternative space
will be available at such time as it becomes needed on
commercially reasonable terms. In addition to these facilities
we lease a number of small offices for administrative purposes.


 















Item 3.  

Legal
Proceedings



 



From time to time we may be a party to various legal proceedings
arising in the ordinary course of our business. We are not
currently subject to any material legal proceedings.


 















Item 4.  

Submission
of Matters to a Vote of Security Holders



 



No matters were submitted to a vote of our security holders
during the fourth quarter of the fiscal year ended
December 31, 2008.





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Purchase accounting treatment of acquisitions could decrease our net income in the foreseeable future, which could have a material and adverse effect on the market value of our common stock.
 
Under U.S. generally accepted accounting principals, we account for acquisitions using the purchase method of accounting. Under purchase accounting, we record the consideration issued in connection with the acquisition and the amount of direct transaction costs as the cost of acquiring the company or business. We allocate that cost to the individual assets acquired and liabilities assumed, including various identifiable intangible assets such as acquired technology, acquired trade names and acquired customer relationships based on their respective fair values. Intangible assets generally will be amortized over a three to fifteen year period. Goodwill and certain intangible assets with indefinite lives are not subject to amortization but are subject to at


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least an annual impairment analysis, which may result in an impairment charge if the carrying value exceeds their implied fair value. These potential future amortization and impairment charges may significantly reduce net income, if any, and therefore may adversely affect the market value of our common stock.
 
Item 1B.   Unresolved Staff Comments
 
Not Applicable.
 
Item 2.   Properties
 
We are headquartered in Lawrence, Massachusetts, where we lease approximately 45,000 square feet under a lease expiring in 2012. We have manufacturing facilities consisting of a 118,000 square foot facility in Tijuana, Mexico with a lease expiring in 2011, a 32,000 square foot facility in Modena, Italy with a lease expiring in 2012, a 35,000 square foot facility through our relationship with Entrada with a lease expiring in 2012, and a 12,369 square foot facility in Rosdorf, Germany with a term expiring in 2011. We also lease approximately 15,000 square feet of warehousing and manufacturing space in North Andover, Massachusetts on a month-to-month basis. We believe that our existing facilities are adequate for our current needs and that suitable additional or alternative space will be available at such time as it becomes needed on commercially reasonable terms. In addition to these facilities we lease a number of small offices for administrative purposes.
 
Item 3.   Legal Proceedings
 
From time to time we may be a party to various legal proceedings arising in the ordinary course of our business. We are not currently subject to any material legal proceedings.
 
Item 4.   Submission of Matters to a Vote of Security Holders
 
We held a Special Meeting of Stockholders on October 1, 2007 and our stockholders voted to:
 
(i) Approve the issuance of 6,500,000 shares of common stock, plus any additional shares of common stock issuable pursuant to a post-closing working capital adjustment, pursuant to the stock purchase agreement, and any additional shares of common stock that we may be required to issue in the future to satisfy any indemnification obligations under the stock purchase agreement between us and Mr. Utterberg or the consulting agreement between us, Mr. Utterberg and DSU, which matter was approved by a vote of 23,415,505 shares voting for, 66,896 shares voting against and 4,213 shares abstaining.
 
(ii) Amend our 2005 Stock Incentive Plan to increase the number of shares of our common stock that may be issued pursuant to the plan by an additional 3,800,000 shares, of which no more than 1,500,000 shares may be granted as restricted stock, restricted stock units and other stock-based awards, which matter was approved by a vote of 21,431,378 shares voting for, 1,976,893 shares voting against and 78,343 shares abstaining.


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Table of Contents

 
Purchase
accounting treatment of acquisitions could decrease our net
income in the foreseeable future, which could have a material
and adverse effect on the market value of our common
stock.



 



Under U.S. generally accepted accounting principals, we
account for acquisitions using the purchase method of
accounting. Under purchase accounting, we record the
consideration issued in connection with the acquisition and the
amount of direct transaction costs as the cost of acquiring the
company or business. We allocate that cost to the individual
assets acquired and liabilities assumed, including various
identifiable intangible assets such as acquired technology,
acquired trade names and acquired customer relationships based
on their respective fair values. Intangible assets generally
will be amortized over a three to fifteen year period. Goodwill
and certain intangible assets with indefinite lives are not
subject to amortization but are subject to at





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least an annual impairment analysis, which may result in an
impairment charge if the carrying value exceeds their implied
fair value. These potential future amortization and impairment
charges may significantly reduce net income, if any, and
therefore may adversely affect the market value of our common
stock.


 















Item 1B.  

Unresolved
Staff Comments



 



Not Applicable.


 















Item 2.  

Properties


 



We are headquartered in Lawrence, Massachusetts, where we lease
approximately 45,000 square feet under a lease expiring in
2012. We have manufacturing facilities consisting of a
118,000 square foot facility in Tijuana, Mexico with a
lease expiring in 2011, a 32,000 square foot facility in
Modena, Italy with a lease expiring in 2012, a
35,000 square foot facility through our relationship with
Entrada with a lease expiring in 2012, and a 12,369 square
foot facility in Rosdorf, Germany with a term expiring in 2011.
We also lease approximately 15,000 square feet of
warehousing and manufacturing space in North Andover,
Massachusetts on a month-to-month basis. We believe that our
existing facilities are adequate for our current needs and that
suitable additional or alternative space will be available at
such time as it becomes needed on commercially reasonable terms.
In addition to these facilities we lease a number of small
offices for administrative purposes.


 















Item 3.  

Legal
Proceedings



 



From time to time we may be a party to various legal proceedings
arising in the ordinary course of our business. We are not
currently subject to any material legal proceedings.


 















Item 4.  

Submission
of Matters to a Vote of Security Holders



 



We held a Special Meeting of Stockholders on October 1,
2007 and our stockholders voted to:


 



(i) Approve the issuance of 6,500,000 shares of common
stock, plus any additional shares of common stock issuable
pursuant to a post-closing working capital adjustment, pursuant
to the stock purchase agreement, and any additional shares of
common stock that we may be required to issue in the future to
satisfy any indemnification obligations under the stock purchase
agreement between us and Mr. Utterberg or the consulting
agreement between us, Mr. Utterberg and DSU, which matter
was approved by a vote of 23,415,505 shares voting for,
66,896 shares voting against and 4,213 shares
abstaining.


 



(ii) Amend our 2005 Stock Incentive Plan to increase the
number of shares of our common stock that may be issued pursuant
to the plan by an additional 3,800,000 shares, of which no
more than 1,500,000 shares may be granted as restricted
stock, restricted stock units and other stock-based awards,
which matter was approved by a vote of 21,431,378 shares
voting for, 1,976,893 shares voting against and
78,343 shares abstaining.





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