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Note 2 - Acquisitions Dispositions | 9 Months Ended
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Dec. 31, 2014
Disclosure Text Block Supplement [Abstract] |
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | Note 2 – Acquisition s and Dispositions Acquisitions For the nine months ended December 31, 2014, our acquisitions of businesses (net of cash acquired) totaled $19,050,000, which consisted primarily of the following material acquisitions: PCD On October 15, 2014, we completed a business combination (the “PCD Acquisition”) with PCD-Process Challenge Devices, LLC (“PCD”) whereby we acquired substantially all the assets (other than cash and accounts receivable) and certain liabilities of PCD’s process challenge device business. The asset acquisition agreement (the “PCD Agreement”) includes provisions for both contingent consideration based upon the cumulative three year revenues of our process challenge device business subsequent to the acquisition and for a holdback payment (subject to a post-closing adjustment), payable at the one year anniversary of the closing date. Under the terms of the PCD Agreement, we are required to pay contingent consideration if the cumulative revenues for our process challenge device business for the three years subsequent to the acquisition meet certain levels. The potential consideration payable ranges from $0 to $1,500,000 and is based upon a sliding scale of three-year cumulative revenues between $9,900,000 and $12,600,000. Based upon both historical and projected growth rates, we recorded $300,000 of contingent consideration payable which represents our best estimate of the amount that will ultimately be paid. Any changes to the contingent consideration ultimately paid will result in additional income or expense in our condensed consolidated statements of income. We will continue to monitor the results of our process challenge device business and we will adjust the contingent liability on a go forward basis, based on then current information. The contingent consideration is payable in three annual installments beginning in the third quarter of our year ending March 31, 2016. We expect to achieve savings and generate growth as we integrate the PCD operations and sales and marketing functions. These factors, among others, contributed to a purchase price in excess of the estimated fair value of the net identifiable assets acquired and, as a result, we recorded goodwill in connection with this transaction. The goodwill is expected to be deductible for tax purposes and it was assigned to our Biological Indicators segment. The PCD Acquisition constituted the acquisition of a business and was recognized at fair value. Due to the recent nature of the transaction, the purchase price allocation was based upon a preliminary estimated fair value of the assets and liabilities acquired as we are in the process of finalizing our valuation of the assets acquired and liabilities assumed. We determined the preliminary estimated fair values using discounted cash flow analyses and estimates made by management. The following reflects our preliminary allocation of the consideration, subject to customary purchase price adjustments in accordance with the PCD Agreement (in thousands):
Cash consideration |  | $ | 5,000 |
Holdback payment liability |  |  | 250 |
Contingent consideration liability |  |  | 300 |
Aggregate consideration |  | $ | 5,550 |
Inventories, net |  | $ | 137 |
Property, plant and equipment, net |  |  | 7 |
Intangibles, net |  |  | 3,678 |
Goodwill |  |  | 1,743 |
Accrued expenses |  |  | (15 | )
Total purchase price allocation |  | $ | 5,550 |
The accompanying condensed consolidated statements of income include the results of the PCD Acquisition from the acquisition date of October 15, 2014. The pro forma effects of the acquisition on the results of operations as if the acquisition had been completed on April 1, 2014 and 2013, are as follows (in thousands, except per share data):
|  | Three Months E nded December 31, |  |  | Nine Months E nded December 31, |
|  | 201 4 |  |  | 201 3 |  |  | 201 4 |  |  | 201 3 |
Revenues |  | $ | 18,056 |  |  | $ | 13,915 |  |  | $ | 54,494 |  |  | $ | 39,424 |
Net income |  |  | 2,415 |  |  |  | 1,853 |  |  |  | 7,433 |  |  |  | 5,862 |
Net Income per common share: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basic |  | $ | 0.68 |  |  | $ | 0.54 |  |  | $ | 2.12 |  |  | $ | 1.72 |
Diluted |  |  | 0.66 |  |  |  | 0.51 |  |  |  | 2.04 |  |  |  | 1.63 |
BGI On April 15, 2014, we completed a business combination (the “BGI Acquisition”) whereby we acquired substantially all of the assets (other than cash and accounts receivable) and certain liabilities of BGI, Incorporated and BGI Instruments, Inc. (collectively “BGI”), a business focused on the sale of equipment primarily used for particulate air sampling. The purchase price for the acquired assets was $10,268,000. We expect to achieve savings and generate growth as we integrate the BGI operations and sales and marketing functions. These factors, among others, contributed to a purchase price in excess of the estimated fair value of the net identifiable assets acquired and, as a result, we recorded goodwill in connection with this transaction. The goodwill is expected to be deductible for tax purposes and it was assigned to our Instruments segment. The BGI 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, subject to customary purchase price adjustments in accordance with the BGI Agreement (in thousands):
Inventories, net |  | $ | 1,268 |
Property, plant and equipment, net |  |  | 47 |
Intangibles, net |  |  | 5,711 |
Goodwill |  |  | 3,295 |
Accrued expenses |  |  | (53 | )
Total purchase price allocation |  | $ | 10,268 |
The accompanying condensed consolidated statements of income include the results of the BGI Acquisition from the acquisition date of April 15, 2014. The pro forma effects of the acquisition on the results of operations as if the acquisition had been completed on April 1, 2014 and 2013, are as follows (in thousands, except per share data):
|  | Three Months E nded December 31, |  |  | Nine Months E nded December 31, |
|  | 201 4 |  |  | 201 3 |  |  | 201 4 |  |  | 201 3 |
Revenues |  | $ | 17,830 |  |  | $ | 15,032 |  |  | $ | 53,088 |  |  | $ | 42,758 |
Net income |  |  | 2,403 |  |  |  | 2,281 |  |  |  | 7,422 |  |  |  | 7,144 |
Net Income per common share: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basic |  | $ | 0.68 |  |  | $ | 0.66 |  |  | $ | 2.11 |  |  | $ | 2.09 |
Diluted |  |  | 0.66 |  |  |  | 0.63 |  |  |  | 2.03 |  |  |  | 1.99 |
Dispositions On August 12, 2013, we entered into an agreement whereby we sold our NuSonics product line for $661,000. The carrying value of this product line was $193,000 which resulted in a pre-tax gain of $468,000.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References No definition available. + Details
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