Note 2 - Acquisition

6 Months Ended

Dec. 31, 2014

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

2)     Acquisition

On September 4, 2014, the Company acquired Enginetics Corporation (“Enginetics”), a leading producer of aircraft engine components for all major aircraft platforms. This investment complements our Engineering Technologies Group and allows us to provide broader solutions to the aviation market.

The Company paid $55.0 million in cash for 100% of the outstanding stock of MPE Aeroengines Inc, of which Enginetics is a wholly owned subsidiary and has preliminarily recorded intangible assets of $10.6 million, consisting of $9.1 million of customer relationships which are expected to be amortized over a period of fifteen years and $1.5 million of trademarks which are indefinite-lived. Acquired goodwill of $32.8 million is not deductible for income tax purposes due to the nature of the transaction. The Company anticipates finalizing the purchase price allocation upon receipt of the sellers’ final tax return during the quarter ended March 31, 2015.

The components of the fair value of the Enginetics acquisition, including the preliminary allocation of the purchase price at December 31, 2014, are as follows (in thousands):

Enginetics	Preliminary Allocation			Adjustments			Allocation at December 31, 2014
Fair value of business combination:
Cash payments	$	55,021					$	55,021
Less: cash acquired		(113	)					(113	)
Total	$	54,908		$	-		$	54,908
Identifiable assets acquired and liabilities assumed:
Current Assets	$	12,350		$	(36	)	$	12,314
Property, plant, and equipment		8,881						8,881
Identifiable intangible assets		10,600						10,600
Goodwill		32,797			15			32,812
Other non-current assets		158						158
Liabilities assumed		(2,826	)		(32	)		(2,858	)
Deferred taxes		(7,052	)		53			(6,999	)
Total	$	54,908		$	-		$	54,908

On June 20, 2014, the Company acquired all of the outstanding stock of 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 $23.0 million in cash for 100% of the stock of Ultrafryer and has 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 $11.0 million is not deductible for income tax purposes due to the nature of the transaction.

The components of the fair value of the Ultrafryer acquisition, including the preliminary allocation of the purchase price and subsequent measurement periods adjustments, related to the purchase of land and building, at December 31, 2014, are as follows (in thousands):

Ultrafryer	Preliminary Allocation			Adjustments		Final
Fair value of business combination:
Cash payments	$	20,745		$	2,241	$	22,986
Less: cash acquired		(20	)		-		(20	)
Total	$	20,725		$	2,241	$	22,966
Identifiable assets acquired and liabilities assumed:
Current Assets	$	5,871		$	50	$	5,921
Property, plant, and equipment		1,259			2,100		3,359
Identifiable intangible assets		7,612			-		7,612
Goodwill		10,930			91		11,021
Liabilities assumed		(1,733	)		-		(1,733	)
Deferred taxes		(3,214	)		-		(3,214	)
Total	$	20,725		$	2,241	$	22,966