XML 41 R25.htm IDEA: XBRL DOCUMENT v3.20.4
Note 19 - Subsequent Events
12 Months Ended
Dec. 31, 2020
Notes to Financial Statements  
Subsequent Events [Text Block]
19.
SUBSEQUENT EVENTS
 
Effective
January 15, 2021,
the Company, completed the acquisition of all of the issued and outstanding shares of capital stock of KT Acquisition LLC (dba Komtek Forge), a Massachusetts limited liability company and supplier of highly engineered forgings for the aerospace, industrial gas turbine, medical prosthetics. alternative energy, petrochemical, and defense industries, pursuant to a Membership Interest Purchase Agreement entered into as of
January 15, 2021
by and among the Company, the Seller, the seller parties named therein and the Seller Parties' representative named therein. Upon the closing of the Transaction, the Stock was transferred and assigned to the Company in consideration of the payment by the Company of an aggregate purchase price of
$9.4
million, payable at closing, which is subject to certain post-closing adjustments based on working capital, indebtedness and selling expenses, as specified in the Asset Purchase Agreement, plus the assumption of specified liabilities of the Seller.
 
Effective
March 1, 2021,
MTA Acquisition Company, LLC, a Delaware limited liability company (“MTA”) and indirect wholly-owned subsidiary of Crawford United Corporation, completed the acquisition of all of the membership interests of Global-Tek-Manufacturing LLC, a Puerto Rico limited liability company and specialist in machining parts from wrought, rounds, castings or extrusions and providing in house anodizing and other finishing and assembly operations and substantially all of the assets of Machining Technology L.L.C., a Colorado limited liability company with CNC machining capability, pursuant to a Membership Interest and Asset Purchase Agreement entered into
March 2, 2021
and effective as of
March 1, 2021
by and among MTA, the Seller, the seller parties named therein and the Seller Parties' representative named therein. Upon the closing of the Transaction, the Stock and assets were transferred and assigned to MTA in exchange for approximately
$4.9
million in cash and the repayment of remaining outstanding indebtedness and transaction costs totaling approximately
$1.58
million, subject to customary post-closing adjustments. The Purchase Agreement also includes a post-closing “earnout” that provides for up to an aggregate of
$1.5
million in additional consideration to the Interest Sellers (up to
$750,000
per year) if specified performance targets are met in the
two
years following closing. If earned, the additional consideration is payable in cash or, at the election of each Interest Seller, in Company common shares up to a maximum aggregate amount of
61,475
shares.