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Note R - Subsequent Event
12 Months Ended
Jun. 30, 2018
Notes to Financial Statements  
Subsequent Events [Text Block]
R.
SUBSEQUENT EVENT
 
On
July 2, 2018,
the Company completed the acquisition of
100%
of the outstanding common stock of Veth Propulsion Holding, B.V. and its wholly-owned subsidiaries (“Veth Propulsion”). Veth Propulsion is a global manufacturer of highly-engineered auxiliary propulsions and propulsion machinery for maritime vessels, including rudder propellers, bow thrusters, generator sets and engine service and repair supplier of main and auxiliary marine propulsion products, based in the Netherlands. These products are complementary to and expand the Company’s current product offerings in the marine and propulsion markets. Prior to the acquisition, the Company was a distributor of Veth products in North America and Asia. This acquisition was pursuant to a Share Purchase Agreement (“SPA”) entered into by the Company with Veth Propulsion on
June 13, 2018.
 
Under the terms of the SPA, the Company paid an aggregate of approximately
$60,729
in cash at closing, which included a base payment plus adjustments for net cash and working capital. This amount is subject to a final determination of working capital adjustments, which is expected to settle in
September 2018,
and an earn-out. The maximum earn-out is approximately
$4
million. The earn-out will be paid if the earnings before interest, tax, depreciation and amortization of Veth Propulsion’s fiscal
2018
as defined in the PSA (“EBITDA”) exceeds the agreed upon threshold amount. The earn-out
may
be paid in the form of Company common stock or cash, and will be determined in
April 2019.
 
The Company financed the payment of the cash consideration through borrowings of
$60,729
under a new credit facility, as described in Note G. One-time transaction costs related to the acquisition in the amount of
$1,768
were recorded in fiscal
2018
and are included in marketing, engineering, and administration expenses in the accompanying consolidated statements of operations. As of
June 30, 2018,
in its role as a Veth distributor, the Company carried inventory in the amount of
$430
and accounts receivable in the amount of
$733.
 
The accounting for the transaction is in process. The preparation of the legacy financial information of Veth Propulsion, heretofore a foreign-owned private company that has
not
reported under US GAAP, is in progress. Supplemental pro forma financial information, as required, will be available when the Company files its Form
8
-K/A relating to the acquisition before its required filing deadline of
September 18, 2018.