XML 63 R11.htm IDEA: XBRL DOCUMENT v2.4.0.6
Acquisitions
 12 Months Ended
Jun. 30, 2012
Acquisitions [Abstract]  
Acquisitions

Note 3—Acquisitions

Purchase of EDC, Inc.

On May 3, 2011, the Company purchased substantially all of the assets of EDC, Inc. (“EDC”). EDC, located in Mahwah, New Jersey, provides consulting, engineering, design and supply services for bulk material handling systems. EDC’s results are included in the Industrial segment.

The asset purchase agreement provided for a $3.8 million cash payment at closing, as well as an additional incentive payment of up to $0.8 million if certain financial targets are achieved over a two-year period ending April 30, 2013. Based on initial projections, the Company believed the operating performance of EDC would exceed what is required to earn the maximum payout. Therefore, the Company recorded the EDC asset purchase at $4.6 million, which represented the cash payment plus the estimated fair value of the incentive payment.

 

The purchase price was allocated to the major categories of assets and liabilities based on their estimated fair values at the acquisition date. The following table summarizes the purchase price allocation.

 

         

Current assets

   $ 1,316  

Property, plant and equipment

     13  

Tax deductible goodwill

     1,583  

Other intangible assets

     3,075  
   

 

 

  

Total assets acquired

     5,987  

Current liabilities

     1,379  
   

 

 

  

Net assets acquired

     4,608  

Cash acquired

     8  
   

 

 

  

Net purchase price

   $ 4,600  
   

 

 

  

The operating and proforma data related to the EDC acquisition was not material. The acquisition was funded with cash on hand.

As a part of its ongoing assessment of the carrying value of the acquisition payable, the Company subsequently determined that the likely payment will approximate $0.4 million. Accordingly, as required under ASC 805—“Business Combinations”, the Company recorded an adjustment of $0.4 million, which reduced the carrying value of the acquisition payable and selling, general and administrative costs in fiscal 2012.