Acquisition (Tables)
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6 Months Ended |
Sep. 30, 2022 |
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| Business Combinations [Abstract] |
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| Schedule of Final Purchase Price Allocation, After Adjustments of the Assets Acquired and Liabilities Assumed |
The following table summarizes the final purchase price allocation, after adjustments were recorded in the measurement period, of the assets acquired and liabilities assumed:
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June 1 |
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2021 |
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Assets acquired: |
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Cash and cash equivalents |
|
$ |
868 |
|
Accounts receivable, net of allowances |
|
|
8,074 |
|
Unbilled revenue |
|
|
7,068 |
|
Inventories |
|
|
3,549 |
|
Prepaid expenses and other current assets |
|
|
476 |
|
Property, plant & equipment, net |
|
|
8,037 |
|
Operating lease assets |
|
|
9,026 |
|
Goodwill |
|
|
23,523 |
|
Customer relationships |
|
|
11,800 |
|
Technology and technical know-how |
|
|
10,100 |
|
Other intangibles, net |
|
|
10,600 |
|
Total assets acquired |
|
|
93,121 |
|
Liabilities assumed: |
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|
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Accounts payable |
|
|
1,842 |
|
Accrued compensation |
|
|
1,341 |
|
Accrued expenses and other current
liabilities |
|
|
707 |
|
Customer deposits |
|
|
6,048 |
|
Operating lease liabilities |
|
|
9,066 |
|
Other long-term liabilities |
|
|
2,103 |
|
Total liabilities assumed |
|
|
21,107 |
|
Purchase price |
|
$ |
72,014 |
|
|
| Schedule of Purchase Price Allocated to Intangible Assets |
The purchase price was allocated to specific intangible assets as follows:
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Weighted Average Amortization Period |
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Gross Carrying Amount |
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Accumulated Amortization |
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Net Carrying Amount |
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At September 30, 2022 |
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Intangibles subject to amortization: |
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Customer relationships |
20 years |
|
$ |
11,800 |
|
|
$ |
787 |
|
|
$ |
11,013 |
|
Technology and technical know-how |
20 years |
|
|
10,100 |
|
|
|
673 |
|
|
|
9,427 |
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Backlog |
4 years |
|
|
3,900 |
|
|
|
2,300 |
|
|
|
1,600 |
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|
|
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$ |
25,800 |
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|
$ |
3,760 |
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$ |
22,040 |
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Intangibles not subject to amortization: |
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Tradename |
Indefinite |
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$ |
6,700 |
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|
$ |
— |
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|
$ |
6,700 |
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|
|
|
$ |
6,700 |
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|
$ |
— |
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|
$ |
6,700 |
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| Schedule of Estimated Annual Amortization Expense |
The estimated annual amortization expense is as follows:
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Annual Amortization |
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Remainder of 2023 |
|
$ |
1,238 |
|
2024 |
|
|
1,782 |
|
2025 |
|
|
1,318 |
|
2026 |
|
|
1,095 |
|
2027 |
|
|
1,095 |
|
2028 and thereafter |
|
|
15,512 |
|
Total intangible amortization |
|
$ |
22,040 |
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| Schedule of Unaudited Pro Forma Information |
The Condensed Consolidated Statements of Operations for the three and six months ended September 30, 2021 included net sales from BN of $16,486 and $19,957, respectively. The following unaudited pro forma information presents the consolidated results of operations of the Company as if the BN acquisition had occurred at the beginning of the fiscal period presented:
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Six Months Ended |
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September 30, 2021 |
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Net sales |
|
$ |
69,779 |
|
Net loss |
|
|
(2,256 |
) |
Loss per share |
|
|
|
Basic |
|
$ |
(0.21 |
) |
Diluted |
|
$ |
(0.21 |
) |
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