Acquisitions

9 Months Ended

Jan. 31, 2013

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

(12) Acquisition

On December 31, 2012, the Company, through a newly-formed wholly-owned subsidiary of Palm Coast, FulCircle, acquired the business and certain assets and assumed certain liabilities of FulCircle, Inc., a privately-held Colorado-based company engaged in the marketing strategy, call center service, product distribution and operational solutions businesses.  This acquisition of assets is expected to allow the Company’s Media Services business to move further into non-publishing relationships.

The consideration paid for the net assets was $1,833,000, which consisted of a $1,123,000 cash payment to the seller which was financed from working capital, $400,000 that was placed in escrow in accordance with the terms of the asset purchase agreement and a contingent purchase price payment liability of $310,000.  The contingent purchase price payment can be up to $1,000,000 depending on whether certain revenue targets are achieved by FulCircle during the 2013 calendar year.  The Company has estimated the fair value of the liability for the contingent payment as of the acquisition date to be $310,000, which is based the Company’s estimate of FulCircle achieving the revenue forecast for calendar year 2013.

The acquisition has been accounted for as a business combination.  The purchase price including the estimated contingent payment has been preliminarily applied as follows: Property, plant and equipment - $700,000, Intangible assets, customer contracts and relationships - $1,749,000, which is subject to measurement period adjustments, and Other liabilities - $616,000.   The results of operations of FulCircle have been included in the Subscription Fulfillment Services business segment in the accompanying consolidated financial statements since December 31, 2012.