Acquisition (Tables)
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9 Months Ended |
Dec. 31, 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: |
|
|
|
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 December 31, 2022 |
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Intangibles subject to amortization: |
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|
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Customer relationships |
20 years |
|
$ |
11,800 |
|
|
$ |
934 |
|
|
$ |
10,866 |
|
Technology and technical know-how |
20 years |
|
|
10,100 |
|
|
|
800 |
|
|
|
9,300 |
|
Backlog |
4 years |
|
|
3,900 |
|
|
|
2,645 |
|
|
|
1,255 |
|
|
|
|
$ |
25,800 |
|
|
$ |
4,379 |
|
|
$ |
21,421 |
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|
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Intangibles not subject to amortization: |
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Tradename |
Indefinite |
|
$ |
6,700 |
|
|
$ |
— |
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|
$ |
6,700 |
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|
|
|
$ |
6,700 |
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|
$ |
— |
|
|
$ |
6,700 |
|
|
| Schedule of Estimated Annual Amortization Expense |
The estimated annual amortization expense is as follows:
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Annual Amortization |
|
Remainder of 2023 |
|
$ |
619 |
|
2024 |
|
|
1,782 |
|
2025 |
|
|
1,318 |
|
2026 |
|
|
1,095 |
|
2027 |
|
|
1,095 |
|
2028 and thereafter |
|
|
15,512 |
|
Total intangible amortization |
|
$ |
21,421 |
|
|
|
|
|
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| Schedule of Unaudited Pro Forma Information |
The Condensed Consolidated Statement of Operations for the three and nine months ended December 31, 2021 includes net sales of BN of $11,968 and $31,925, 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 each of the fiscal periods presented:
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Nine Months Ended |
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|
December 31, 2021 |
|
Net sales |
|
$ |
94,890 |
|
Net loss |
|
|
(5,902 |
) |
Loss per share |
|
|
|
Basic |
|
$ |
(0.55 |
) |
Diluted |
|
$ |
(0.55 |
) |
|