XML 127 R10.htm IDEA: XBRL DOCUMENT v2.4.0.8
Note 2 - Acquisition
12 Months Ended
Jun. 30, 2014
Business Combinations [Abstract]  
Business Combination Disclosure [Text Block]

2. ACQUISITIONS


In June 2014, the Company acquired Ultrafryer Systems, Inc. (“Ultrafryer”) a producer of commercial deep fryers for restaurant and commercial installations. This investment complements our Food Service Equipment Group’s product line and allows us to provide broader solutions to restaurant chains and commercial food service installations.


The Company paid $20.7 million in cash for 100% of the stock of Ultrafryer and has preliminarily recorded intangible assets of $7.6 million, consisting of $2.4 million of trademarks which are indefinite-lived, $4.9 million of customer relationships, and $0.3 million of other intangible assets which are expected to be amortized over a period of fifteen and three to five years, respectively. Acquired goodwill of $10.9 million is not deductible for income tax purposes due to the nature of the transaction. The Company anticipates finalizing the purchase price allocation, primarily as it relates to acquired tangible assets, during the quarter ended September 30, 2014.


The components of the fair value of the Ultrafryer acquisition, including the preliminary allocation of the purchase price are as follows (in thousands):


   

Ultrafryer

 

Fair value of business combination:

       

Cash payments

  $ 20,745  

Less: cash acquired

    (20 )

Total

  $ 20,725  

Identifiable assets acquired and liabilities assumed

       

Current assets

  $ 5,871  

Property, plant, and equipment

    1,259  

Identifiable intangible assets

    7,612  

Goodwill

    10,930  

Liabilities assumed

    (1,733 )

Deferred taxes

    (3,214 )

Total

  $ 20,725  

In addition, during June 2014, the Company also purchased the assets of Planar Quality Corporation, producer of transformers for commercial, military and space applications. This investment will enhance our Electronics Group’s transformer product group capabilities.  The company paid $2.4 million in cash, recorded intangible assets of $1.0 million consisting of $0.4 million of patents and $0.7 million of other intangible assets, which are expected to be amortized over a period of seven and five years, respectively.  Acquired goodwill of $1.2 million is fully deductible for income tax purposes.


In July 2012, the Company acquired Meder electronic AG (“Meder”), a German manufacturer of magnetic reed switch, reed relay, and reed sensor products. Meder, whose products and geographic markets are complementary to Standex Electronics, is reported under the Electronics Products Group. This investment substantially broadens the global footprint, product line offerings, and end-user markets of the Electronics segment.


The Company paid $43.2 million in cash for 100% of the equity of Meder. Acquired intangible assets of $8.2 million consist of $3.4 million of trademarks, which are indefinite-lived, and $4.8 million of customer relationships, which are expected to be amortized over a period of 10 years. Acquired goodwill of $12.1 million is not deductible for income tax purposes due to the nature of the transaction. The Company finalized the purchase price allocation during the quarter ended December 31, 2012.


The components of the fair value of the Meder acquisition, including the final allocation of the purchase price are as follows (in thousands):


   

Meder Electronic

 

Fair value of business combination:

       

Cash payments

  $ 43,181  

Less: cash acquired

    (3,568 )

Total

  $ 39,613  

Identifiable assets acquired and liabilities assumed

       

Current assets

  $ 20,246  

Property, plant, and equipment

    11,060  

Identifiable intangible assets

    8,200  

Goodwill

    12,063  

Other non-current assets

    222  

Liabilities assumed

    (8,642 )

Deferred taxes

    (3,536 )
         

Total

  $ 39,613