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Note 2 - Acquisition
 3 Months Ended
Sep. 30, 2014
Business Combinations [Abstract]  
Business Combination Disclosure [Text Block]

2)     Acquisition


On September 4, 2014, the Company acquired Enginetics Corporation (“Enginetics”), a leading producer of aircraft engine components for all major aircraft platforms. This investment complements our Engineering Technologies Group and allows us to provide broader solutions to the aviation market.


The Company paid $55.0 million in cash for 100% of the outstanding stock of MPE Aeroengines Inc, of which Enginetics is a wholly owned subsidiary and has preliminarily recorded intangible assets of $10.6 million, consisting of $9.1 million of customer relationships which are expected to be amortized over a period of fifteen years and $1.5 million of trademarks which are indefinite-lived. Acquired goodwill of $32.8 million is not deductible for income tax purposes due to the nature of the transaction. The Company anticipates finalizing the purchase price allocation, primarily as it relates to acquired intangible assets, during the quarter ending December 31, 2014.


The components of the fair value of the Enginetics acquisition, including the preliminary allocation of the purchase price at September 30, 2014, are as follows (in thousands):


Enginetics

 

Preliminary Allocation

 

Fair value of business combination:

       

Cash payments

  $ 55,021  

Less: cash acquired

    (113 )

Total

  $ 54,908  
         

Identifiable assets acquired and liabilities assumed:

 

Current Assets

  $ 12,350  

Property, plant, and equipment

    8,881  

Identifiable intangible assets

    10,600  

Goodwill

    32,797  

Other non-current assets

    158  

Liabilities Assumed

    (2,826 )

Deferred taxes

    (7,052 )

Total

  $ 54,908  

On June 20, 2014, the Company acquired all of the outstanding stock of Ultrafryer Systems, Inc. (“Ultrafryer”), a producer of commercial deep fryers for restaurant and commercial installations. This investment complements our Food Service Equipment Group’s product line and allows us to provide broader solutions to restaurant chains and commercial food service installations.


The Company paid $23.0 million in cash for 100% of the stock of Ultrafryer and has recorded intangible assets of $7.6 million, consisting of $2.4 million of trademarks which are indefinite-lived, $4.9 million of customer relationships, and $0.3 million of other intangible assets which are expected to be amortized over a period of fifteen and three to five years, respectively. Acquired goodwill of $11.0 million is not deductible for income tax purposes due to the nature of the transaction.


The components of the fair value of the Ultrafryer acquisition, including the preliminary allocation of the purchase price and subsequent measurement periods adjustments, related to the purchase of land and building, at September 30, 2014, are as follows (in thousands):


Ultrafryer

 

Preliminary Allocation

   

Adjustments

   

Final

 

Fair value of business combination:

                       
Cash payment   $ 20,745     $ 2,241     $ 22,986  
Less: cash acquired     (20 )     -       (20 )
Total   $ 20,725     $ 2,241     $ 22,966  

Identifiable assets acquired and liabilities assumed

                       
Current Assets   $ 5,871     $ 50     $ 5,921  
Property, plant, and equipment     1,259       2,100       3,359  
Identifiable intangible assets     7,612       -       7,612  
Goodwill     10,930       91       11,021  
Liabilities assumed     (1,733 )     -       (1,733 )
Deferred taxes     (3,214 )     -       (3,214 )
Total   $ 20,725     $ 2,241     $ 22,966