Quarterly report pursuant to Section 13 or 15(d)

Acquisition

v3.8.0.1
Acquisition
6 Months Ended
Dec. 31, 2017
Business Combinations [Abstract]  
Acquisition

Note (3) – Acquisition: The Tri-State Acquisition was effected in accordance with the Asset Purchase Agreement between the parties dated September 11, 2017 (the “Asset Purchase Agreement”), pursuant to which the Company, indirectly through Tri-State, purchased substantially all of the assets of TSTS for a purchase price consisting of approximately $7,952,000 in cash (the “Cash Consideration”) and 338,115 shares of the Company’s common stock (the “Stock Consideration”). The Company used borrowings under the Credit Facility (as described in Note 5) to fund the Cash Consideration. Fees and expenses related to the Tri-State Acquisition, consisting primarily of legal and other professional fees, totaled approximately $137,000 and are classified as selling, general and administrative expenses in the Company’s condensed consolidated statements of operations for the three and six-month periods ended December 31, 2017. Pursuant to the Asset Purchase Agreement, the Company, indirectly through Tri-State, also assumed certain of the liabilities of TSTS. The total purchase price for accounting purposes was $17.0 million, which included cash acquired of $1.8 million.

 

The Tri-State Acquisition was treated for accounting purposes as a purchase of TSTS using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations. Under the acquisition method of accounting, the aggregate consideration in the Tri-State Acquisition is allocated to the acquired assets and assumed liabilities, in each case, based on their respective fair values as of the closing date, with the excess of the consideration transferred over the fair value of the net assets acquired being allocated to intangible assets and goodwill. The computation of purchase price consideration and the preliminary allocation of consideration to the net assets acquired are presented in the following tables (in thousands):

 

Purchase price:      
Cash Consideration, net of cash acquired(a)   $ 6,177  
Stock Consideration(b)     9,028  
Total purchase price, net of cash acquired   $ 15,205  
         

(a)Includes $7,952,000 paid at closing (inclusive of a preliminary working capital adjustment) net of $1.8 million of cash acquired.

(b)Calculated as 338,115 shares of common stock, multiplied by $26.70, the closing price of the Company’s common stock on the closing date.

Allocation of purchase price consideration (in thousands):      
Accounts receivable   $ 3,416  
Inventory     2,747  
Other assets     1,565  
Property, plant and equipment     806  
Intangible assets     5,100  
Accounts payable and accrued expenses     (2,220 )
Customer deposits     (1,289 )
         
Total identifiable net assets     10,125  
Goodwill     5,080  
Total   $ 15,205  
         

The purchase price allocation set forth above reflects preliminary fair value estimates based on preliminary work and analyses performed by management and is subject to change as additional information to assist in determining the fair value of the net assets acquired at the closing date is obtained during the one year post-closing measurement period.

Intangible assets consist of $1.5 million allocated to the Tri-State trade name and $3.6 million allocated to customer-related intangible assets. The Tri-State trade name is indefinite-lived and therefore not subject to amortization. The Tri-State trade name will be evaluated for impairment annually or more frequently if an event occurs or circumstances change that indicate it may be impaired, by comparing its fair value to its carrying amount to determine if a write-down to fair value is required. Customer-related intangible assets will be amortized over 10 years.

Goodwill is expected to be amortized and deductible for tax purposes over 15 years. Goodwill is attributable primarily to the assembled workforce acquired, as well as benefits from the increased scale of the Company as a result of the Tri-State Acquisition.

Supplemental Pro Forma Results of Operations

The following unaudited supplemental pro forma information presents the results of operations of the Company, after giving effect to the Tri-State Acquisition, as if the Company had completed the Tri-State Acquisition and related financing (as described in Note 5) on July 1, 2016, but using the preliminary estimates of the fair values of the assets acquired and liabilities assumed as of the Closing Date. These unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the Company would have been if the Tri-State Acquisition had occurred on the date assumed, nor are they indicative of future results of operations.

    For the six months ended
December 31,
 
(in thousands)   2017
(Unaudited)
    2016
(Unaudited)
 
Revenues   $ 71,583     $ 55,433  
Net income     2,636       2,130