XML 30 R12.htm IDEA: XBRL DOCUMENT v2.4.0.6
Note 5 - Acquisitions
6 Months Ended
Sep. 29, 2012
Business Combination Disclosure [Text Block]
NOTE 5 – ACQUISITIONS

On July 16, 2012, the Company acquired substantially all of the assets of Anacor Compliance Services, Inc. (“Anacor”), a nationally recognized provider of specialized analytical, calibration, validation and remediation services to the life sciences sector including the biotechnology, medical device, and pharmaceutical industries.

The total purchase price paid for this business was approximately $3.1 million.  The assets acquired were recorded under the acquisition method of accounting at their estimated fair values as of the date of acquisition.  Goodwill, totaling $1.9 million, represents consideration paid in excess of the fair value assigned to the underlying net assets of the acquired business.  Other intangible assets, namely customer base and covenants not to compete, represent an allocation of purchase price to identifiable intangible assets of the acquired business.  Intangible assets, totaling $0.6 million, are being amortized for financial reporting purposes on an accelerated basis over the estimated useful life of up to 10 years.  Goodwill and the intangible assets are deductible for tax purposes.  During the first six months of fiscal year 2013, acquisition costs, totaling $0.1 million, were recorded as incurred as an administrative expense in the Consolidated Statement of Operations.  The results of operations of the acquired business were included in Transcat’s consolidated operating results as of the date the business was acquired.  Pro forma information as of the beginning of the period presented and the operating results since the date of acquisition have not been disclosed as the acquisition was not considered significant.

In connection with certain of its previous business acquisitions, the Company entered into earn out agreements with the former owners of the acquired businesses.  These agreements entitle the former owners to receive earn out payments subject to continued employment and certain post-closing financial targets, as defined in the agreements.  During the first six months of fiscal year 2012, payments totaling $0.2 million were earned and recorded as compensation expense in the Consolidated Statement of Operations.  There were no amounts earned in the first six months of fiscal year 2013.  Earn out consideration unpaid as of September 29, 2012 totaled less than $0.1 million and was included in other current liabilities in the Consolidated Balance Sheet.

In addition, certain of these previous business acquisitions contain holdback provisions, as defined in the respective purchase agreements.  The Company accrues contingent consideration relating to the holdback provisions based on their estimated fair value as of the date of acquisition.  During the first six months of fiscal years 2013 and 2012, the Company paid less than $0.1 million in contingent consideration.  There was no unpaid contingent consideration as of September 29, 2012.