Note 15 - Acquisitions

3 Months Ended

Dec. 31, 2017

Notes to Financial Statements

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

15. ACQUISITIONS

The Company purchased certain assets and assumed certain liabilities of Air Enterprises Acquisition LLC on

June 1, 2017

for

$10,250,000.

The acquired business, which operates under the name Air Enterprises, manufactures custom air handling units under fixed price contracts. Its customers are typically in the health care, universities, research, pharmaceutical and industrial manufacturing market segments, and span all across the United States and worldwide. Air Enterprises has

one

operating location in Northeastern Ohio. The purchase price was assigned to the fair value of the net assets acquired with the excess over the book value assigned to intangible assets and goodwill and has been allocated to the following accounts:

Accounts Receivable	$	4,761,368
Inventory		594,503
Costs in excess of billings		3,980,824
Fixed Assets		2,112,120
Prepaid and Other Assets		53,110
Intangibles Assets		1,230,000
Goodwill		631,392
Total Assets Acquired	$	13,363,317
Accounts Payable	$	1,726,618
Costs in excess of billings		594,545
Accrued Payroll		325,950
Accrued Expense		424,671
Lease Payable		41,533
Total Liabilities Assumed	$	3,113,317
Net Assets Acquired	$	10,250,000

The Company purchased Federal Hose Manufacturing LLC on

July 1, 2016

for

$5,851,531

in exchange for the issuance of

911,250

shares of Class A stock for

$847,463,

303,750

shares of Class B Stock for

$235,406,

and issuance of promissory notes payable to First Francis Company Inc. for

$4,768,662.

The purchase price was assigned to the book value of the net assets acquired with the excess over the book value assigned to intangible assets and goodwill.

The purchase price has been allocated to the following accounts:

Cash	$	30,097
Accounts Receivable - trade		834,720
Inventory		1,755,879
Prepaid Expenses		9,909
Fixed Assets		769,000
Customer List		1,280,000
Goodwill		1,777,656
Total Assets Acquired	$	6,457,261
Accounts Payable	$	475,280
Accrued Payroll		14,725
Accrued Expenses		115,725
Total Liabilities Assumed	$	605,730
Net Assets Acquired	$	5,851,531

Acquisition related costs included in Other Expense, Net in the consolidated statements of income were

$0

and

$0

for the

three

months ended

December 31, 2017 and 2016, respectively,

and

$281,909

in fiscal

2017,

$211,951

in fiscal

2016,

and

$71,939

in fiscal

2015,

respectively. Also, see Note

4,

Bank Debt and Note

5,

Notes Payable regarding further information regarding the acquisitions and the loan agreements and notes issued in connection with such acquisitions.