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Note 12 - Acquisitions
3 Months Ended
Mar. 31, 2021
Notes to Financial Statements  
Mergers, Acquisitions and Dispositions Disclosures [Text Block]
12.
ACQUISITIONS
 
Effective
January 15, 2021,
the Company completed the acquisition of all of the issued and outstanding membership interests of KT Acquisition LLC (dba Komtek Forge, “Komtek”), 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.
The Company acquired Komtek in consideration of the payment by the Company of an aggregate purchase price of
$3.6
million, subject to certain post-closing adjustments based on working capital, indebtedness and selling expenses, as specified in the Membership Interest Purchase Agreement, which was comprised of cash, the issuance of
60,000
Class A common shares of the Company and the assumption of approximately
$1,702,000
of specified liabilities of the seller.
 
Cash
  $
75,701
 
Accounts Receivable
   
1,502,713
 
Inventory
   
1,595,859
 
Fixed Assets
   
434,197
 
Prepaid and Other Assets
   
280,258
 
Goodwill
   
832,306
 
Total Assets Acquired
  $
4,721,034
 
         
Accounts Payable
  $
843,817
 
Accrued Expense
   
223,909
 
Assumed debt
   
1,753,757
 
Total Liabilities Assumed
  $
2,821,483
 
         
Equity Issuance
  $
1,059,000
 
         
Net Assets Acquired
  $
840,551
 
         
Acquisition transaction costs incurred were:
  $
145,900
 
 
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.
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
$1.6
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 certain 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 such seller, in Company common shares up to a maximum aggregate amount of
61,475
shares.
 
 
Accounts Receivable
  $
1,058,459
 
Inventory
   
173,202
 
Fixed Assets
   
3,243,031
 
Prepaid and Other Assets
   
1,036
 
Intangibles Assets
   
2,203,000
 
Goodwill
   
1,640,268
 
Total Assets Acquired
  $
8,318,996
 
         
Accounts Payable
  $
473,119
 
Accrued Payroll and Other Expense
   
29,450
 
Contingent Liability
   
1,500,000
 
Total Liabilities Assumed
  $
2,002,569
 
         
Net Assets Acquired
  $
6,316,427
 
         
Acquisition transaction costs incurred were:
  $
181,133