Quarterly report pursuant to Section 13 or 15(d)

Acquisition

v3.24.2.u1
Acquisition
3 Months Ended
Jun. 30, 2024
Business Combinations [Abstract]  
Acquisition

NOTE 2 – ACQUISITION:

 

On November 9, 2023, the Company completed its acquisition of P3, a privately-owned custom turbomachinery engineering, product development, and manufacturing business located in Jupiter, Florida that serves the space, new energy, defense, and medical industries. The Company believes this acquisition advances its growth strategy, further diversifies its market and product offerings, and broadens its turbomachinery solutions. P3 will be managed through the Company's Barber-Nichols, LLC ("BN") subsidiary and is highly complementary to BN's technology and enhances its turbomachinery solutions.

This transaction was accounted for as a business combination which requires that assets acquired and liabilities assumed be recognized at their fair value as of the acquisition date. The purchase price of $11,238 was comprised of 125 shares of the Company's common stock, representing a value of $1,930, and cash consideration of $7,268, subject to certain potential adjustments, including a customary working capital adjustment. The cash consideration was funded through borrowings on the Company's line of credit. The purchase agreement included a contingent earn-out dependent upon certain financial measures of P3 post-acquisition, in which the sellers are eligible to receive up to $3,000 in additional cash consideration. A rollforward of the P3 contingent earn-out liability since the date of acquisition is as follows:

 

Balance at November 9, 2023

 

$

2,040

 

Change in fair value

 

 

80

 

Payments

 

 

 

Balance at March 31, 2024

 

 

2,120

 

Change in fair value

 

 

(130

)

Payments

 

 

 

Balance at June 30, 2024

 

$

1,990

 

The change in fair value of the contingent earn-out liability was included in other operating income, net in the Condensed Consolidated Statements of Operations.

The cost of the acquisition was allocated to the assets acquired and liabilities assumed based upon their estimated fair value at the date of acquisition and the amount exceeding the fair value of $1,997 was recorded as goodwill, which is deductible for tax purposes. Goodwill generated in the acquisition is related to P3’s assembled workforce, synergies between the Company’s other operations and P3 that are expected to occur as a result of the combined engineering knowledge, the ability of each of the operations to leverage each other’s technology solutions, and the Company’s ability to utilize acquired management knowledge in providing complementary product offerings to the Company’s customers. The following table summarizes the final purchase price allocation of the assets acquired and liabilities assumed:

 

 

November 9,

 

 

 

2023

 

Assets acquired:

 

 

 

  Cash and cash equivalents

 

$

286

 

  Trade accounts receivable, net of allowances

 

 

465

 

  Unbilled revenue

 

 

302

 

  Inventories

 

 

808

 

  Prepaid expenses and other current assets

 

 

93

 

  Property, plant & equipment, net

 

 

542

 

  Operating lease assets

 

 

130

 

  Goodwill

 

 

1,997

 

  Customer relationships

 

 

4,400

 

  Technology and technical know-how

 

 

2,500

 

  Tradename

 

 

300

 

Total assets acquired

 

 

11,823

 

Liabilities assumed:

 

 

 

  Accrued compensation

 

 

62

 

  Customer deposits

 

 

389

 

  Operating lease liabilities

 

 

134

 

Total liabilities assumed

 

 

585

 

Purchase price

 

$

11,238

 

 

The fair value of acquisition-related intangible assets includes customer relationships, technology and technical know-how, and tradename. The tradename is included in the line item other intangible assets, net in the Condensed Consolidated Balance Sheets. The fair value of customer relationships was calculated using an income approach, specifically the Multi Period Excess Earnings method, which incorporates assumptions regarding retention rate, new customer growth and customer related costs. The fair value of tradename and technology and technical know-how were both calculated using a Relief from Royalty method, which develops a market based royalty rate used to reflect the after tax royalty savings attributable to owning the intangible asset.

Customer relationships and tradename are amortized in selling, general and administrative expense on a straight line basis over their estimated useful lives of eight years and three years respectively. Technology and technical know-how is amortized in cost of products sold on a straight line basis over its estimated useful life of ten years.

During the three months ended June 30, 2024, the seller received $170 for tax liabilities owed in accordance with the purchase agreement.

The Condensed Consolidated Statement of Operations for the three months ended June 30, 2024 includes net sales for P3 of $1,578 and net income of $476. The following unaudited pro forma information presents the consolidated results of operations of the Company as if the P3 acquisition had occurred at the beginning of each of the fiscal periods presented:

 

 

Three Months Ended

 

 

 

June 30,

 

 

 

2024

 

 

2023

 

Net sales

 

$

49,951

 

 

$

48,999

 

Net income

 

 

2,966

 

 

 

3,085

 

Income per share

 

 

 

 

 

 

Basic

 

$

0.27

 

 

$

0.29

 

Diluted

 

$

0.27

 

 

$

0.28

 

 

The unaudited pro forma information presents the combined operating results of the Company and P3 with the results prior to the acquisition date adjusted to include the pro forma impact of the adjustment of depreciation of fixed assets based on the preliminary purchase price allocation, the adjustment to interest expense reflecting the cash paid in connection with the acquisition, including acquisition-related expenses, at the Company’s weighted average interest rate, amortization expense related to the fair value adjustments for intangible assets, non-recurring acquisition-related costs, and the impact of income taxes on the pro forma adjustments utilizing the applicable statutory tax rate.

The unaudited pro forma results are presented for illustrative purposes only. These pro forma results do not purport to be indicative of the results that would have actually been obtained if the acquisition occurred as of the beginning of each of the periods presented, nor does the pro forma data intend to be a projection of results that may be obtained in the future.