Note 2 — Acquisitions and Dispositions

Acquisitions

On July 1, 2013, we completed a business combination (the “Suretorque Acquisition”) whereby we acquired essentially all of the assets of ST Acquisitions, LLC’s (“ST Acquisitions”) business involving the design, manufacturing, sale and service of its SureTorque line of bottle cap torque testing instrumentation. The asset acquisition agreement (the “Suretorque Agreement”) includes a provision for a holdback payment, payable to the seller one year from the effective date less any losses incurred by the buyer, as defined.

We expect to achieve savings and income growth as we integrate the Suretorque operations and marketing functions. These factors, among others, contributed to a purchase price in excess of the estimated fair value of the net identifiable acquired assets and, as a result, we recorded goodwill in connection with this transaction. The goodwill is expected to be deductible for tax purposes. All of the goodwill was assigned to our Instruments segment.

The Suretorque Acquisition constituted the acquisition of a business and was recognized at fair value. We determined the estimated fair values using discounted cash flow analyses and estimates made by management. The following reflects our allocation of the consideration in accordance with the Suretorque Agreement (in thousands):

Cash consideration	$	1,721
Holdback payment liability	100
Aggregate consideration	$	1,821

The purchase price was allocated as follows:
Inventories, net	$	230
Property, plant and equipment	7
Intangible assets	1,005
Goodwill	579
Total purchase price allocation	$	1,821

Our condensed statements of income includes the results of the Suretorque Acquisition from the acquisition date of July 1, 2013. The pro forma effects of the acquisition on the results of operations as if the acquisition had been completed on April 1, 2013 and 2012 are as follows:

	Three months ended September 30,				Six months ended September 30,
	2013		2012		2013		2012
Total net revenues	$	12,676	$	11,993	$	24,311	$	22,840
Net income	1,932		2,370		3,969		4,591
Net Income per common share:
Basic	$	0.57	$	0.71	$	1.17	$	1.37
Diluted	0.54		0.67		1.11		1.30

On May 15, 2012, we completed a business combination (the “Bios Acquisition”) by acquiring specific assets and assuming certain liabilities of Bios International Corporation (“Bios”), a New Jersey corporation. The asset acquisition agreement (the “Bios Agreement”) includes a provision for contingent consideration based on revenue growth over a three year earn-out period. The Bios Acquisition further diversified and grew our Instruments segment.

The contingent consideration arrangement requires us to pay Bios if cumulative revenues related to the acquisition for the three years subsequent to the acquisition exceed $22,127,000. The potential undiscounted future payment that we could be required to make ranges from $0 to $6,710,000. The fair value of the contingent consideration arrangement included in the purchase price below was estimated based on the historic revenue growth rates of Bios. Over the remaining term of the agreement, we are accreting through interest expense the difference between the estimated fair value of the contingent consideration, $2,140,000, and the amount we estimate we will pay, $2,240,000.

The Bios Acquisition constituted the acquisition of a business and was recognized at fair value. We determined the estimated fair values using discounted cash flow analyses and estimates made by management. The financial statements for the three months ended June 30, 2012, reflected our preliminary purchase price allocation, which was finalized in the second quarter of the year ended March 31, 2013. The following reflects our allocation of the consideration in accordance with the Bios Agreement (in thousands):

Cash consideration	$	16,660
Contingent purchase price liability	2,140
Aggregate consideration	$	18,800

The purchase price was allocated as follows:
Accounts receivable, net	$	478
Inventories, net	910
Other current assets	28
Property, plant and equipment	63
Intangible assets	8,200
Goodwill	9,190
Current liabilities	(69		)
Total purchase price allocation	$	18,800

Dispositions

On August 12, 2013, we entered into an agreement whereby we sold our NuSonics product line (the “Nusonics Disposal”) for $661,000. The carrying value of this product line was $193,000 which resulted in a pre-tax gain of $468,000.