Avnet 2013 Annual Report Download - page 52

Table of Contents AVNET, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
tax purposes is not significant. The Company periodically adjusts the value of goodwill to reflect changes that occur as a result of adjustments
during the measurement period following the date of acquisition.
Included in "Other assets" in the above table is $93,291,000 of identifiable intangible assets (see Note 6).
The Company acquired accounts receivable, which were recorded at the estimated fair value amounts; however, adjustments to acquired
amounts were not significant as book value approximated fair value due to the short nature of accounts receivables. The gross amount of
accounts receivable acquired was $134,337,000 and the fair value recorded was $132,195,000 .
The Company recognized restructuring and integration charges, and transaction and other costs associated with the 2012
acquisitions, all of
which were recognized in the consolidated statement of operations and are described further in Note 17.
Supplemental information on an unaudited pro forma basis, as if the acquisitions had been consummated as of July 4, 2010, is presented as
follows:
With respect to the businesses acquired during fiscal 2012
, the Company is unable to determine the amount of revenue and earnings of
each business subsequent to their respective acquisition dates as each business has been integrated with Company entities and operations.
Unidux Electronic Limited, a Singapore publicly traded company, was acquired in January 2012 through a tender offer. After assessing the
assets acquired and liabilities assumed, the consideration paid was below book value even though the price paid per share represented a premium
to the trading levels at that time. Accordingly, the Company recognized a gain on bargain purchase of $4,317,000 pre- and after tax and
$0.03
per share on a diluted basis.
2011 Acquisitions
The Bell Microproducts Inc. ("Bell") and Unidux, Inc. ("Unidux") acquisitions and purchase price are described further below. The
remaining acquisitions completed during fiscal 2011 were acquired for an aggregate purchase price of $124,678,000
net of cash acquired. Pro
forma financial information is not presented for fiscal 2011 as the Bell acquisition occurred on July 6, 2010, which was three days after the
beginning of the Company's fiscal 2011
, and the revenue and earnings of the remaining acquisitions are not significant to the consolidated
results of operations of the Company.
The Company recognized restructuring and integration charges, and transaction and other costs associated with the 2011
acquisitions, all of
which were recognized in the consolidated statement of operations and are described further in Note 17.
Unidux
Unidux, a Japanese publicly traded company, was acquired through a tender offer. At the time of the Company's acquisition of Unidux,
Unidux's shares were trading below its book value. The Company offered a purchase price per share for Unidux that was above the prevailing
trading price thereby representing a premium to the then recent trading levels. Even though the purchase price was below book value, Unidux
shareholders tendered their shares. As a result, the Company acquired Unidux net assets excluding cash of $163,770,000
for a purchase price of
$132,780,000 , net of cash acquired, and recognized a gain on bargain purchase of $30,990,000 pre- and after tax and $0.20
per share on a
diluted basis. Prior to recognizing the gain, the Company reassessed the assets acquired and liabilities assumed in the acquisition.
Bell
On July 6, 2010, the Company completed its acquisition of Bell, a value-
added distributor of storage and server products and solutions and
computer components products, providing integration and support services to OEMs, VARs, system builders and end users in the U.S., Canada,
EMEA and Latin America. The consideration for the transaction totaled $255,691,000 , which consisted of $7.00
in cash for each share of Bell
common stock outstanding, cash payment for Bell equity awards, and cash
49
Pro Forma Results For Years Ended
June 30, 2012 July 2, 2011
(Thousands)
Sales
$
26,052,000
$
27,404,000
Net income
$
568,000
$
700,300