Subsequent Event	3 Months Ended
Oct. 31, 2013
Subsequent Event	11. SUBSEQUENT EVENT On December 1, 2013, the Company completed the purchase from the Sellers of all assets of the Sellers used exclusively or primarily in connection with Acquired Businesses pursuant to the Purchase Agreement. Pursuant to the Purchase Agreement, the Company also assumed the specified liabilities that it agreed to assume and acquired all of the Acquired Shares. Pursuant to the Purchase Agreement, in connection with the closing of the Acquisition the Company paid the Sellers an aggregate purchase price of $93,500,000, of which $73,500,000 was paid in cash through a combination of existing cash-on-hand and bank debt and $20,000,000 was paid by the issuance of a promissory note by the Company to Dover in the original principal amount of $20,000,000. The cash purchase price is subject to a post-closing working capital adjustment, and will be increased by an amount equal to specified cash balances held by the Sellers as of the closing and decreased by an amount equal to any acquired indebtedness and the amount of certain transaction costs and employee related liabilities of the Sellers as of the closing. Subject to certain conditions, the original principal amount of the promissory note is also subject to reduction upon written certification from the Company to Dover prior to January 1, 2015 of certain specified events related to the Company’s relocation from or refurbishment of certain properties of the Acquired Businesses, or the prepayment of the promissory note in full prior to such date. The promissory note accrues interest on the unpaid balance for each day that it remains outstanding after December 1, 2014 at a per annum rate equal to the London Interbank Offered Rate plus 10%, and may be prepaid by the Company at any time without penalty prior to May 1, 2019. On or prior to December 1, 2013, the Company and Dover, or their affiliates, respectively, also entered into a transition services agreement, an intellectual property termination agreement and a license agreement which govern certain ongoing relationships between the Company and Dover and their respective affiliates following the closing. Pursuant to the Purchase Agreement, the Company has also agreed to assume certain liabilities related to the Acquired Businesses. On November 27, 2013, in anticipation of the completion of the Acquisition and to fund the purchase price therefore, the Company entered into a credit agreement (the “Credit Agreement”) with Everett Charles Technologies LLC (“ECT” and together with the Company, the “Borrowers”), Silicon Valley Bank, as lender, administrative agent and issuing lender (“SVB”), and the several lenders from time to time party thereto (the “Lenders”). The Credit Agreement provides for a senior secured credit facility in favor of the Borrowers in the aggregate principal amount of up to $55,000,000 (the “Facility”). The Facility consists of a term loan facility for $50,000,000 that was advanced to the Company on November 27, 2013 (the “Term Loan”) and a revolving credit facility (including a letter of credit facility) for up to $5,000,000 (the “Revolving Loan” and, together with the Term Loan, the “Loans”) that is available from time to time for five years after November 27, 2013 (the “Closing Date”). Under the terms of the Credit Agreement, not more than one time during the period commencing on the Closing Date until the close of business on the date that is one day prior to the 42-month anniversary of the Closing Date, the Facility may be increased by an aggregate amount not to exceed $20,000,000 through an additional facility on a pari passu basis with the Term Loan, subject to specified conditions and the agreement of one or more Lenders to participate therein. All obligations under the Facility are secured by a first priority security interest in substantially all of the Borrowers’ existing and future assets, including a pledge of the stock or other equity interests of the Borrowers’ domestic subsidiaries and of any first tier foreign subsidiaries, provided that not more than 66% of the voting stock of any such foreign subsidiaries shall be required to be pledged. The Credit Agreement requires that the Term Loan be repaid in quarterly installments, with 5% of the principal due the first year, 7.5% of principal due the second year, 10% of principal due the third year, 12.5% of principal due the fourth year, 15% of principal due the fifth year, and a final payment of $25 million due on the fifth anniversary of the Closing Date (the “Maturity Date”). All outstanding Loans under the Facility mature on the Maturity Date unless earlier payment is required under the terms of the Credit Agreement. The Term Loan is subject to mandatory prepayment as described in the Credit Agreement. Loans outstanding under the Facilities may, at the Borrowers’ option, be prepaid at any time in whole or in part without premium or penalty, other than customary breakage costs, if any, subject to the terms and conditions of the Credit Agreement. Borrowings made under the Facility bear interest, at a base rate plus a margin (such margin not to exceed a per annum rate of 2.50%) based on a ratio of consolidated senior debt to consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) (the “Leverage Ratio”), or at a LIBOR rate plus a margin (such margin not to exceed a per annum rate of 3.50%) based on the Leverage Ratio. The interest rate otherwise payable under the Facility will be subject to increase by 2.0% per annum during the continuance of a payment default and may be subject to increase by 2.0% per annum during the continuance of any other event of default. Certain customary fees and expenses are also payable in connection with the Facility. The proceeds of the Term Loan were primarily used to fund the purchase price with respect to the Acquisition. The Credit Agreement contains customary affirmative and negative covenants, subject in certain cases to baskets and exceptions, including negative covenants with respect to indebtedness, liens, fundamental changes, dispositions, restricted payments, investments, ERISA matters, matters relating to subordinated debt, affiliate transactions, sale and leaseback transactions, swap agreements, accounting changes, negative pledge clauses, clauses restricting subsidiary distributions, lines of business, amendments to certain documents and use of proceeds. The Credit Agreement also contains customary reporting and other affirmative covenants. The Credit Agreement contains a consolidated fixed charge coverage ratio, consolidated leverage ratio and liquidity requirements. The obligations of the Company under the Facility may be accelerated upon the occurrence of an event of default under the Credit Agreement, which includes customary events of default, including payment defaults, the inaccuracy of representations or warranties, the failure to comply with covenants, ERISA defaults, judgment defaults, bankruptcy and insolvency defaults and cross defaults to material indebtedness. The foregoing descriptions of the Acquisition and the Credit Agreement not complete and are qualified in their entirety by reference to the text of the Purchase Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 9, 2013, and to the Credit Agreement, a copy of which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 2, 2013. Since the acquisition date occurred subsequent to October 31, 2013, the Acquired Assets and liabilities assumed are not included in the unaudited consolidated balance sheets as of October 31, 2013. Due to the limited time since the acquisition date, the Company has not had sufficient time to prepare the supplemental pro forma revenue and earnings information. In addition, the initial purchase accounting for this business combination was unavailable as of the date of filing of this Quarterly Report, but will be included in Form 8-K/A to be filed within 71 calendar days from the acquisition date. Through October 31, 2013, the Company incurred an aggregate of approximately $3.0 million in expenses in connection with the Acquisition, and the Company expects to incur additional expenses relating to the integration of the Acquired Businesses into the Company’s operations.

11. SUBSEQUENT EVENT

On December 1, 2013, the Company completed the purchase from the Sellers of all assets of the Sellers used exclusively or primarily in connection with Acquired Businesses pursuant to the Purchase Agreement. Pursuant to the Purchase Agreement, the Company also assumed the specified liabilities that it agreed to assume and acquired all of the Acquired Shares.

Pursuant to the Purchase Agreement, in connection with the closing of the Acquisition the Company paid the Sellers an aggregate purchase price of $93,500,000, of which $73,500,000 was paid in cash through a combination of existing cash-on-hand and bank debt and $20,000,000 was paid by the issuance of a promissory note by the Company to Dover in the original principal amount of $20,000,000. The cash purchase price is subject to a post-closing working capital adjustment, and will be increased by an amount equal to specified cash balances held by the Sellers as of the closing and decreased by an amount equal to any acquired indebtedness and the amount of certain transaction costs and employee related liabilities of the Sellers as of the closing. Subject to certain conditions, the original principal amount of the promissory note is also subject to reduction upon written certification from the Company to Dover prior to January 1, 2015 of certain specified events related to the Company’s relocation from or refurbishment of certain properties of the Acquired Businesses, or the prepayment of the promissory note in full prior to such date. The promissory note accrues interest on the unpaid balance for each day that it remains outstanding after December 1, 2014 at a per annum rate equal to the London Interbank Offered Rate plus 10%, and may be prepaid by the Company at any time without penalty prior to May 1, 2019. On or prior to December 1, 2013, the Company and Dover, or their affiliates, respectively, also entered into a transition services agreement, an intellectual property termination agreement and a license agreement which govern certain ongoing relationships between the Company and Dover and their respective affiliates following the closing. Pursuant to the Purchase Agreement, the Company has also agreed to assume certain liabilities related to the Acquired Businesses.

On November 27, 2013, in anticipation of the completion of the Acquisition and to fund the purchase price therefore, the Company entered into a credit agreement (the “Credit Agreement”) with Everett Charles Technologies LLC (“ECT” and together with the Company, the “Borrowers”), Silicon Valley Bank, as lender, administrative agent and issuing lender (“SVB”), and the several lenders from time to time party thereto (the “Lenders”). The Credit Agreement provides for a senior secured credit facility in favor of the Borrowers in the aggregate principal amount of up to $55,000,000 (the “Facility”).

The Facility consists of a term loan facility for $50,000,000 that was advanced to the Company on November 27, 2013 (the “Term Loan”) and a revolving credit facility (including a letter of credit facility) for up to $5,000,000 (the “Revolving Loan” and, together with the Term Loan, the “Loans”) that is available from time to time for five years after November 27, 2013 (the “Closing Date”). Under the terms of the Credit Agreement, not more than one time during the period commencing on the Closing Date until the close of business on the date that is one day prior to the 42-month anniversary of the Closing Date, the Facility may be increased by an aggregate amount not to exceed $20,000,000 through an additional facility on a pari passu basis with the Term Loan, subject to specified conditions and the agreement of one or more Lenders to participate therein.

All obligations under the Facility are secured by a first priority security interest in substantially all of the Borrowers’ existing and future assets, including a pledge of the stock or other equity interests of the Borrowers’ domestic subsidiaries and of any first tier foreign subsidiaries, provided that not more than 66% of the voting stock of any such foreign subsidiaries shall be required to be pledged.

The Credit Agreement requires that the Term Loan be repaid in quarterly installments, with 5% of the principal due the first year, 7.5% of principal due the second year, 10% of principal due the third year, 12.5% of principal due the fourth year, 15% of principal due the fifth year, and a final payment of $25 million due on the fifth anniversary of the Closing Date (the “Maturity Date”). All outstanding Loans under the Facility mature on the Maturity Date unless earlier payment is required under the terms of the Credit Agreement. The Term Loan is subject to mandatory prepayment as described in the Credit Agreement. Loans outstanding under the Facilities may, at the Borrowers’ option, be prepaid at any time in whole or in part without premium or penalty, other than customary breakage costs, if any, subject to the terms and conditions of the Credit Agreement.

Borrowings made under the Facility bear interest, at a base rate plus a margin (such margin not to exceed a per annum rate of 2.50%) based on a ratio of consolidated senior debt to consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) (the “Leverage Ratio”), or at a LIBOR rate plus a margin (such margin not to exceed a per annum rate of 3.50%) based on the Leverage Ratio. The interest rate otherwise payable under the Facility will be subject to increase by 2.0% per annum during the continuance of a payment default and may be subject to increase by 2.0% per annum during the continuance of any other event of default. Certain customary fees and expenses are also payable in connection with the Facility.

The proceeds of the Term Loan were primarily used to fund the purchase price with respect to the Acquisition.

The Credit Agreement contains customary affirmative and negative covenants, subject in certain cases to baskets and exceptions, including negative covenants with respect to indebtedness, liens, fundamental changes, dispositions, restricted payments, investments, ERISA matters, matters relating to subordinated debt, affiliate transactions, sale and leaseback transactions, swap agreements, accounting changes, negative pledge clauses, clauses restricting subsidiary distributions, lines of business, amendments to certain documents and use of proceeds. The Credit Agreement also contains customary reporting and other affirmative covenants. The Credit Agreement contains a consolidated fixed charge coverage ratio, consolidated leverage ratio and liquidity requirements.

The obligations of the Company under the Facility may be accelerated upon the occurrence of an event of default under the Credit Agreement, which includes customary events of default, including payment defaults, the inaccuracy of representations or warranties, the failure to comply with covenants, ERISA defaults, judgment defaults, bankruptcy and insolvency defaults and cross defaults to material indebtedness.

The foregoing descriptions of the Acquisition and the Credit Agreement not complete and are qualified in their entirety by reference to the text of the Purchase Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 9, 2013, and to the Credit Agreement, a copy of which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 2, 2013.

Since the acquisition date occurred subsequent to October 31, 2013, the Acquired Assets and liabilities assumed are not included in the unaudited consolidated balance sheets as of October 31, 2013. Due to the limited time since the acquisition date, the Company has not had sufficient time to prepare the supplemental pro forma revenue and earnings information. In addition, the initial purchase accounting for this business combination was unavailable as of the date of filing of this Quarterly Report, but will be included in Form 8-K/A to be filed within 71 calendar days from the acquisition date. Through October 31, 2013, the Company incurred an aggregate of approximately $3.0 million in expenses in connection with the Acquisition, and the Company expects to incur additional expenses relating to the integration of the Acquired Businesses into the Company’s operations.