4. Acquisitions

TEGG and CurrentSAFE Acquisition

On May 1, 2012, Linc Network, LLC (“Linc Network”), a wholly owned subsidiary of the Company, entered into an asset purchase agreement with TEGG Corporation (“TEGG”), CurrentSAFE Corporation (“CurrentSAFE”) (both privately held Delaware corporations), TEGG’s shareholder and certain other parties, pursuant to which Linc Network acquired substantially all of the assets and assumed certain liabilities of TEGG and CurrentSAFE, and also acquired certain software technology from TEGG’s shareholder, for an aggregate purchase price of $6.2 million in cash, subject to certain hold back amounts aggregating to $0.8 million, primarily related to working capital adjustments and indemnification provisions for representations and warranties (the “TEGG Acquisition”). The indemnification hold back amount is included in “Other assets” and “Retirement plans and other” on the accompanying consolidated balance sheet at July 31, 2012.

The assets acquired represent the franchise operations of TEGG and CurrentSAFE, and through this acquisition, the Company has expanded its electrical services to include electrical preventive and predictive maintenance solutions. The acquired net assets and results from operations have been included in the Company’s Facility Solutions segment (previously referred to as the Engineering segment) since May 1, 2012, the date of acquisition.

This acquisition was accounted for under the acquisition method of accounting. The Company has allocated the purchase price based on preliminary estimates of fair value for assets acquired and liabilities assumed using information currently available. Adjustments, if any, to the preliminary allocation are not expected to be material.

The preliminary purchase price and related allocations are summarized as follows:


	Amounts
	(in thousands)
Consideration transferred:
Cash paid at closing, net of cash acquired of $160	$	5,179
Indemnification hold back amount		461
Other hold back amounts		350
Working capital adjustment		(519	)

Total cash consideration	$	5,471

Allocated to:
Other identifiable intangible assets	$	2,300
Software technology		2,100
Goodwill		1,714
Other assets		775
Accrued liabilities and other		(1,418	)

Net assets acquired	$	5,471

The TEGG Acquisition related costs of $0.2 million were expensed as incurred and were recorded in selling, general and administrative expenses. Other identifiable intangible assets primarily consist of customer contracts and relationships with a weighted average life of 14 years.

Goodwill represents the excess cost over the fair value of the net tangible and intangible assets acquired. Factors that contributed to a purchase price resulting in the recognition of goodwill include the Company’s strategic initiative to expand the scope and product range of its facility solutions franchise offerings into the electrical services solutions business which will provide for further expansion of this business and enhance comprehensive service offerings. The goodwill and intangible assets balance expected to be deductible for tax purposes is $4.0 million.

Revenues from the TEGG Acquisition were approximately $2.0 million since the date of acquisition. Pro forma and other supplemental financial information is not presented as this acquisition is not a material business combination to the Company’s consolidated financial statements.

Linc Acquisition

On December 1, 2010, the Company acquired all of the outstanding limited liability company interests of The Linc Group, LLC (“Linc”) for an aggregate purchase price of $298.7 million in cash (the “Linc Acquisition”). The operations of Linc are included in the Facility Solutions segment as of the acquisition date. Linc provides end-to-end integrated facilities management services, military base operation services, and translation and other services in support of U.S. military operations. Linc’s clients include state and federal governments, commercial entities and residential customers, throughout the United States and in select international locations. The acquisition was accounted for under the acquisition method of accounting. Pro forma financial information for this acquisition has not been provided as such information is not material to the Company’s consolidated financial statements.