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Note 15 - Acquisitions
12 Months Ended
Dec. 31, 2024
Notes to Financial Statements  
Mergers, Acquisitions and Dispositions Disclosures [Text Block]

15.  ACQUISITIONS

 

Heany Industries, LLC

 

Effective  January 2, 2024, Heany Industries, LLC, a Delaware limited liability company and indirect wholly-owned subsidiary of Crawford United Corporation, completed the acquisition of all of the operating assets of Heany Industries, Inc, a New York corporation and specialist in materials engineering solutions for a variety of aerospace, industrial and bio-medical applications pursuant to an Asset Purchase Agreement. The acquired business is strategically important to the Company’s growing aerospace presence and has expanded the Company's offerings and diversified its customer base. The purchase price was $6.6 million of cash and inclusive of the real estate on which Heany operates. 

 

The Company has substantially completed the purchase price allocation, reflecting estimates of the fair values of assets acquired and liabilities assumed as of the acquisition date. While we may record minor adjustments as additional information becomes available within the measurement period, we do not expect any material changes to the purchase price allocation.

 

Total Consideration

 $6,550,000 
     

Cash

  250 

Accounts Receivable

  540,177 

Inventory

  737,032 

Fixed Assets

  2,234,200 

Prepaid and Other Assets

  79,247 

Intangible Assets: Customer List & Trademarks

  1,985,000 

Goodwill

  1,078,716 

Total Assets Acquired

 $6,654,622 
     

Accounts Payable

 $60,047 

Accrued Expense

  44,575 

Total Liabilities Assumed

 $104,622 

Total Fair Value

 $6,550,000 
     

Acquisition transaction costs expensed as incurred were:

 $226,701 

 

Goodwill

Goodwill has an assigned value of $1.1 million and represents the expected synergies generated by combining the operations of Heany and the Company. The Company was a long-time customer of Heany and the acquisition allows for a strengthening of the Company's supply chain. The acquired customer relationships have an assigned intangible asset value of $1,934,000, which was determined using an income approach and will be amortized on a straight-line basis over 15 years. The residual intangible asset value of $51,000 relates to trademarks.

 

Advanced Industrial Coatings, LLC

 

Effective  August 30, 2024, Advanced Industrial Coatings LLC, a Delaware limited liability company and indirect wholly-owned subsidiary of Crawford United Corporation, completed the acquisition of substantially all the assets of Advanced Industrial Coatings, Inc., a California corporation and specialist in fluoropolymers and other high-performance coatings solutions for the aerospace, semiconductor, medical, energy and other industrial sectors, pursuant to an Asset Purchase Agreement. The acquired business is strategically important to the Company’s growing aerospace presence and has expanded the Company's offerings and diversified its customer base. 

 

The Company has substantially completed the purchase price allocation, reflecting estimates of the fair values of assets acquired and liabilities assumed as of the acquisition date. While we may record minor adjustments as additional information becomes available within the measurement period, we do not expect any material changes to the purchase price allocation.

 

Total Consideration

 $4,360,985 
     

Accounts Receivable

  752,848 

Inventory

  180,825 

Fixed Assets

  1,096,717 

Prepaid and Other Assets

  23,224 

Intangible Assets: Customer List

  1,400,000 

Goodwill

  1,015,939 

Total Assets Acquired

 $4,469,553 
     

Accounts Payable

 $93,113 

Accrued Expense

  15,455 

Total Liabilities Assumed

 $108,568 

Total Fair Value

  4,360,985 
     

Acquisition transaction costs expensed as incurred were:

 $157,855 

 

Goodwill and Intangible Assets

Goodwill has an assigned value of $1.0 million and represents the expected synergies generated by combining the operations of AIC and the Company. The acquired customer relationships have an assigned intangible asset value of $1.4 million, which was determined using an income approach and will be amortized on a straight-line based over 15 years. 

 

Sales and Net Income for the Acquired Companies

Sales and net income information for Heany and AIC since their respective acquisition dates for the years ended  December 31, 2024 and 2023 are provided below.

 

  

Year ended

  

Year ended

 
  

December 31, 2024

  

December 31, 2023

 
  

Sales

  

Net Income

  

Sales

  

Net Income

 

Acquired Companies:

                

Heany Industries (acquired January 2, 2024)

 $6,036,355  $449,497  $-  $- 

Advanced Industrial Coatings (acquired August 30, 2024)

  1,566,029   130,897   -   - 

Subtotal Acquired Companies

  7,602,384   580,394   -   - 
                 

All Other Companies

  142,595,900   13,017,573   143,885,934   13,294,793 

Total

 $150,198,284  $13,597,967  $143,885,934  $13,294,793