ACQUISITION -2019

12 Months Ended

Dec. 31, 2020

ACQUISITION-2019

NOTE 2 —ACQUISITION-2019

In October 2019 (the “Gears Closing Date”) the Company, through a wholly owned subsidiary of Hy-Tech, acquired substantially all the assets comprising the businesses of Blaz-Man Gear, Inc. and Gear Products & Manufacturing, Inc. (the “Gears Acquisition”). The purchase price consisted of an aggregate of approximately $3.5 million in cash, which was funded by Revolver borrowings (see Note 7 - Debt) and the assumption of certain payables and contractual obligations. In addition, the sellers may be entitled to additional consideration based upon the sale of certain categories of acquired inventory. At the time of the acquisition we believed, based on a range of possible outcomes, that it was more likely than not that items within this inventory would be sold, and accordingly included in the purchase price a contingent consideration obligation of $64,000. In January 2021, we and the sellers agreed to settle this obligation for $12,000. As such, we reduced the contingent consideration payable by $52,000 and recorded a like amount as Other Income.

The following unaudited pro-forma combined financial information gives effect to the Gears Acquisition as if the transactions were consummated January 1, 2019. This unaudited pro-forma financial information is presented for information purposes only and is not intended to present actual results that would have been attained had the Gears Acquisition been completed as of January 1, 2019 (the beginning of the earliest period presented) or to project potential operating results as of any future date or for any future periods.


	For the
	twelve-month
	period ended
	December 31, 2019
Revenue	$	61,087,000
Net income	$	5,356,000
Earnings per share – basic	$	1.67
Earnings per share – diluted	$	1.64