| Schedule of impact of the adjustments on individual line items in the Consolidated Balance Sheet |
The following table presents the impact of the final adjustments on individual line items in the Company's Consolidated Balance Sheet at March 31, 2022:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before Adjustment of Final Allocation of Purchase Price |
|
|
|
|
|
After Adjustment of Final Allocation of Purchase Price |
|
|
|
June 1, |
|
|
|
|
|
March 31, |
|
|
|
2021 |
|
|
Adjustments |
|
|
2022 |
|
Assets acquired: |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
1,587 |
|
|
$ |
(719 |
) |
|
$ |
868 |
|
Trade accounts receivable, net of
allowances |
|
|
8,154 |
|
|
|
(80 |
) |
|
|
8,074 |
|
Unbilled revenue |
|
|
7,068 |
|
|
|
|
|
|
7,068 |
|
Inventories |
|
|
3,669 |
|
|
|
(120 |
) |
|
|
3,549 |
|
Prepaid expenses and other current
assets |
|
|
409 |
|
|
|
67 |
|
|
|
476 |
|
Property, plant & equipment, net |
|
|
8,037 |
|
|
|
|
|
|
8,037 |
|
Operating lease asset |
|
|
9,026 |
|
|
|
|
|
|
9,026 |
|
Goodwill |
|
|
22,923 |
|
|
|
600 |
|
|
|
23,523 |
|
Customer relationships |
|
|
11,800 |
|
|
|
|
|
|
11,800 |
|
Technology and technical know-
how |
|
|
10,100 |
|
|
|
|
|
|
10,100 |
|
Other intangibles, net |
|
|
11,200 |
|
|
|
(600 |
) |
|
|
10,600 |
|
Total assets acquired |
|
|
93,973 |
|
|
|
(852 |
) |
|
|
93,121 |
|
Liabilities assumed: |
|
|
|
|
|
|
|
|
|
Accounts payable |
|
|
2,736 |
|
|
|
(894 |
) |
|
|
1,842 |
|
Accrued compensation |
|
|
1,341 |
|
|
|
|
|
|
1,341 |
|
Accrued expenses and other
current liabilities |
|
|
665 |
|
|
|
42 |
|
|
|
707 |
|
Customer deposits |
|
|
6,048 |
|
|
|
|
|
|
6,048 |
|
Operating lease liabilities |
|
|
9,066 |
|
|
|
|
|
|
9,066 |
|
Other long-term liabilities |
|
|
2,103 |
|
|
|
|
|
|
2,103 |
|
Total liabilities assumed |
|
|
21,959 |
|
|
|
(852 |
) |
|
|
21,107 |
|
Purchase price |
|
$ |
72,014 |
|
|
$ |
— |
|
|
$ |
72,014 |
|
|
| Schedule of Purchase Price Allocated to Intangible Assets |
The purchase price was allocated to specific intangible assets as follows:
|
|
|
|
|
|
|
|
|
Fair Value Assigned |
|
|
Weighted Average Amortization Period |
At December 31, 2021 |
|
|
|
|
|
Intangibles subject to amortization: |
|
|
|
|
|
Customer relationships |
|
$ |
11,800 |
|
|
20 years |
Technology and technical know-how |
|
|
10,100 |
|
|
20 years |
Backlog |
|
|
3,900 |
|
|
4 years |
|
|
$ |
25,800 |
|
|
|
Intangibles not subject to amortization: |
|
|
|
|
|
Tradename |
|
|
6,700 |
|
|
Indefinite |
|
|
$ |
6,700 |
|
|
|
|
| Schedule of Estimated Annual Amortization Expense |
Technology and technical know-how and customer relationships are amortized in Selling, general and administrative expense on a straight line basis over their estimated useful lives. Backlog is amortized in Cost of products sold over the projected conversion period based on management estimates at time of purchase. Intangible amortization was $2,522 for fiscal 2022. The estimated annual amortization expense is as follows:
|
|
|
|
|
|
|
Annual Amortization |
|
2023 |
|
$ |
2,476 |
|
2024 |
|
|
1,782 |
|
2025 |
|
|
1,318 |
|
2026 |
|
|
1,095 |
|
2027 |
|
|
1,095 |
|
2028 and thereafter |
|
|
15,511 |
|
Total intangible amortization |
|
$ |
23,277 |
|
|
| Schedule of Unaudited Pro Forma Information |
The Consolidated Statement of Operations for fiscal 2022 includes net sales of BN of $47,865. 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:
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended |
|
|
|
|
March 31, |
|
|
|
|
2022 |
|
|
2021 |
|
|
Net sales |
|
$ |
134,627 |
|
|
$ |
155,409 |
|
|
Net (loss) income |
|
|
(7,196 |
) |
|
|
5,067 |
|
|
(Loss) earnings per share |
|
|
|
|
|
|
|
Basic |
|
$ |
(0.68 |
) |
|
$ |
0.48 |
|
|
Diluted |
|
$ |
(0.68 |
) |
|
$ |
0.48 |
|
|
|