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Note 2 - Acquisition
6 Months Ended
Dec. 31, 2015
Notes to Financial Statements  
Business Combination Disclosure [Text Block]
2)     Acquisition
 
Northlake
 
On October 1, 2015, the Company acquired Northlake Engineering, Inc., (“Northlake”), a Wisconsin-based designer, manufacturer and distributor of high reliability electromagnetic products and solutions serving the North America power distribution and medical equipment markets. Northlake reports to our Electronics Products Group.
 
The Company paid $13.5 million in cash for 100% of the outstanding stock of Northlake owned by William A. Hardt and the Marlene T. Hardt Family Trust, and has preliminarily recorded intangible assets of $4.1 million, consisting of $2.5 million of customer relationships which primarily are expected to be amortized over a period of twelve and half years, $1.3 million of trademarks which are indefinite-lived and $0.3 million of non-compete which are expected to amortized over a period of five years. Acquired goodwill of $7.8 million is deductible for income tax. The Company anticipates finalizing the purchase price allocation during the current fiscal year.
 
 
 

 
 
 
The components of the fair value of the Northlake acquisition, including the preliminary allocation of the purchase price at December 31, 2015, are as follows (in thousands):
 
 
Northlake
 
Preliminary
Allocation
 
Fair value of business combination:
       
Cash payments
  $ 13,859  
Less: cash acquired
    (315 )
Total
  $ 13,544  
         
Identifiable assets acquired and liabilities assumed:
       
Current Assets
  $ 2,810  
Property, plant, and equipment
    1,407  
Identifiable intangible assets
    4,124  
Goodwill
    7,821  
Other non-current assets
    158  
Liabilities assumed
    (2,620 )
Expected final payments
    (156 )
Total
  $ 13,544  
 
Enginetics
 
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 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 $34.8 million is not deductible for income tax purposes due to the nature of the transaction. The Company finalized the purchase price allocation during the fourth quarter ended June 30, 2015.
 
The components of the fair value of the Enginetics acquisition, is as follows (in thousands):
 
Enginetics
 
Final
 
Fair value of business combination:
       
Cash payments
  $ 55,021  
Less: cash acquired
    (113 )
Total
  $ 54,908  
         
Identifiable assets acquired and liabilities assumed:
       
Current Assets
  $ 12,134  
Property, plant, and equipment
    8,881  
Identifiable intangible assets
    10,600  
Goodwill
    33,146  
Other non-current assets
    158  
Liabilities assumed
    (2,858 )
Deferred taxes
    (7,153 )
Total
  $ 54,908  
 
Ultrafryer
 
The Company paid a total of $23.0 million, in cash, to acquire all of the outstanding stock of Ultrafryer Systems, Inc. (“Ultrafryer”), a producer of commercial deep fryers for restaurant and commercial installations. This included, in the subsequent fiscal year, during the quarter ended September 30, 2014, a $2.2 million disbursement related to the Ultrafryer acquisition to purchase the land and building associated with the business.
 
 
 

 
 
 
The Company’s recent acquisitions are strategically significant to the future growth prospects of the Company, however at the time of the acquisition and June 30, 2015, we concluded, that historical results of the acquired Companies both individually and in the aggregate, were immaterial to the Company’s consolidated financial results and therefore additional proforma disclosures are not presented.