|3 Months Ended|
Sep. 30, 2016
|Subsequent Events [Abstract]|
Note (10) Subsequent Events: On October 10, 2016, the Company completed its acquisition, indirectly through Western State Design, Inc., a wholly-owned subsidiary of the Company (Western State Design), of substantially all of the assets of Western State Design, LLC (WSD), a California-based distributor of commercial and industrial laundry equipment and related parts for new laundry facilities and to the replacement laundry market. In connection with the acquisition, which was completed pursuant to the Asset Purchase Agreement, dated September 7, 2016, between the Company, Western State Design, WSD and Dennis Mack and Tom Marks, the two members of WSD (collectively with WSD, the Selling Group), Western State Design also assumed certain of the liabilities of WSD. The Asset Purchase Agreement provided for a total purchase price for the acquisition of $28,000,000 (subject to certain working capital and other adjustments). The purchase price consisted of (i) $18,000,000 in cash (subject to certain working capital and other adjustments) (the Cash Consideration) and (ii) 2,044,990 shares of the Companys Common Stock (the Stock Consideration). Based on working capital adjustments made at the closing of the acquisition, the Cash Consideration was increased to approximately $18,500,000. At the closing of the transaction, the Company paid a total of $18,500,000 of Cash Consideration, of which $2,800,000 was deposited in an escrow account for no less than 18 months after the date of the closing (subject to extension in certain circumstances). The Company used approximately $12,500,000 of borrowings under the 2016 Credit Facility described below and the $6,000,000 of cash paid to the Company in connection with the Private Placement Transaction described below to fund the Cash Consideration. In addition, at the closing, the Company issued to the Selling Group a total of 1,656,486 shares of the Companys Common Stock. Under the rules of the NYSE MKT, the issuance of the remaining 388,504 shares of the Stock Consideration requires stockholder approval. Such shares are expected to be issued following stockholder approval but, in accordance with the terms of the Asset Purchase Agreement, not earlier than January 1, 2017. This transaction will be accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. As the acquirer, the Company will recognize the assets acquired and liabilities assumed at fair value. The excess of consideration transferred over the net assets acquired will be allocated to intangible assets and goodwill.
The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
No definition available.