Acquisition | 9 Months Ended |
Jun. 30, 2014 |
Business Combinations [Abstract] | ' |
Acquisition | ' |
Acquisition |
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Effective February 28, 2013, the Company acquired all the outstanding stock of Visys N.V., a privately-held Belgian company. Accordingly, the results of operations for Visys N.V. have been included in the accompanying consolidated financial statements from that date forward. The acquisition was made for the purpose of acquiring and developing next-generation technologies and expanding our product offerings consistent with our strategic growth initiatives. |
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Fair Value of Consideration - Consideration for the acquisition consisted of the following (at fair value): |
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| | Amount | | | | |
| | (in thousands) | | | | |
Cash | | $ | 13,200 | | | | | |
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Common shares of the company issued (600,000 shares) | | 7,326 | | | | | |
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Warrants issued (250,000) | | 728 | | | | | |
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Total | | $ | 21,254 | | | | | |
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Fair value of the Company's common shares issued was determined on the basis of the closing market price on the date of the closing of the acquisition. The fair value of the warrants was determined with a Black-Scholes valuation model using the current stock price at the acquisition date, time until expiration, a 34% volatility rate and a 0.36% risk-free interest rate. The warrants may be exercised within three years after the date of issue at a price per share of $11.78 as stated in the agreement. One-half of the warrants may be exercised following the first anniversary of the closing date and the other half following the second anniversary of the closing date. The warrants may be exercised for cash or on a cashless basis. No warrants were exercised as of June 30, 2014. |
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The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date: |
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| | Amount | | | | |
| | (in thousands) | | | | |
Cash | | $ | 1,593 | | | | | |
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Accounts receivable | | 668 | | | | | |
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Inventory | | 8,250 | | | | | |
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Property and equipment | | 299 | | | | | |
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Other assets | | 848 | | | | | |
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Intangible assets (identifiable) | | 11,400 | | | | | |
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Current liabilities, including current portion of long term debt | | (5,609 | ) | | | | |
Long term debt | | (1,372 | ) | | | | |
Deferred taxes | | (3,794 | ) | | | | |
Total identifiable net assets | | 12,283 | | | | | |
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Goodwill | | 8,971 | | | | | |
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| | $ | 21,254 | | | | | |
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Goodwill - Goodwill in the amount of $9.0 million was recognized in the acquisition of Visys N.V. and is attributable to the benefits expected to arise after the acquisition, including additional distribution and market penetration, which can be leveraged from the combined product portfolios. None of the total amount of goodwill recognized is expected to be deductible for income tax purposes. |
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The fair value of accounts receivable acquired was $668,000. The fair value of the $1.9 million of debt assumed in the acquisition approximates its carrying value. |
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The fair value of inventory acquired included an increase of $1.8 million related to the fair value adjustment of the acquisition date inventory. |
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Identified intangible assets acquired included: |
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| | Amount | | Average Life | | |
| | (in thousands) | | (Years) | | |
Developed technology | | $ | 5,000 | | | 8 | | |
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Patents | | 3,300 | | | 16 | | |
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Non-compete agreements | | 1,600 | | | 3 | | |
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Trade name | | 1,000 | | | 8 | | |
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Customer relationships | | 500 | | | 4 | | |
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| | $ | 11,400 | | | | | |
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The identifiable intangible assets of $11.4 million are subject to a weighted-average useful life of approximately 9.4 years. |
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Pro forma Information - The following consolidated pro forma information is based on the assumption that the acquisition occurred on October 1, 2012 (in thousands except per share data): |
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| | Three Months Ended | | Nine Months Ended |
June 30, | June 30, |
| | 2013 | | 2013 |
Net sales | | $ | 39,433 | | | $ | 99,538 | |
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Net earnings | | $ | 1,569 | | | $ | 2,976 | |
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Pro forma net earnings per share | | $ | 0.25 | | | $ | 0.49 | |
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Pro forma weighted average shares outstanding | | 6,219 | | | 6,060 | |
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Pro forma net income was adjusted to exclude $0 and $785,000 of acquisition-related costs incurred in the three- and nine-month periods ended June 30, 2013, respectively, and $189,000 and $256,000 of non-recurring expenses related to the fair value adjustment of acquired inventory for the three- and nine-month periods ended June 30, 2013, respectively. |
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Acquisition-Related Costs - In fiscal 2013, costs related to the acquisition, which included legal, accounting and valuation fees, in the amount of $785,000 were charged directly to operations and are included in Operating expenses as General and Administrative expenses in the 2013 consolidated income statement. The Company also recognized $188,000 in costs associated with issuing the common stock and warrants issued as consideration in the acquisition. Those costs were deducted from the recognized proceeds of issuance within stockholders' equity. |
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Litigation - The acquired company was subject to litigation proceedings in Belgium and the Netherlands for alleged patent infringement and unfair competition claims seeking damages for lost profits, procedural costs and other damages. The cumulative amount of claims was in excess of €12.75 million. On April 29, 2014, the Company and Visys N.V. entered into a Settlement Agreement with Tomra Systems ASA and Tomra Sorting N.V. (formerly BEST N.V.) resolving all litigation related to alleged infringement of intellectual property rights owned by Tomra Sorting N.V. and Visys N.V., including all patent claims, trademark claims, counterclaims, invalidity proceedings, patent entitlement proceedings, and unfair competition claims. Under the Settlement Agreement, the parties settled all such disputes and waived all future rights of action related to the subject matter of the pending proceedings, which will be withdrawn from the relevant court dockets. In addition, the Company has recorded an additional accrual related to the settlement of approximately $550,000 before a tax benefit of approximately $187,000, which expense and benefit have been recognized in the second quarter of fiscal 2014. |