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Note 2 - Subsequent Events
3 Months Ended
Mar. 31, 2019
Notes to Financial Statements  
Subsequent Events [Text Block]
2.
     SUBSEQUENT EVENTS
 
Acquisition of Southwest Electronic Energy Corporation
 
On
May 1, 2019,
Ultralife Corporation completed the acquisition of
100%
of the issued and outstanding shares of Southwest Electronic Energy Corporation (“SWE”) for an aggregate purchase price of
$25.0
million in cash, net of cash acquired and subject to customary post-closing working capital adjustments.
 
SWE is a leading independent designer and manufacturer of high-performance smart battery systems and battery packs to customer specifications using lithium cells.  SWE serves a variety of industrial markets, including oil & gas, remote monitoring, process control and marine, which demand uncompromised safety, service, reliability and quality. The Company acquired SWE as a bolt-on acquisition to further support our strategy of commercial revenue diversification by providing entry to the oil and gas exploration and production, and subsea electrification markets, which are currently unserved by Ultralife.  Another key benefit includes obtaining a highly valuable technical team of battery pack and charger system engineers and technicians to add to our new product development-based revenue growth initiatives in our commercial end-markets particularly asset tracking, smart metering and other industrial applications.  
 
The SWE acquisition was completed pursuant to a Stock Purchase Agreement dated
May 1, 2019 (
the “Stock Purchase Agreement”) by and among Ultralife, SWE, Southwest Electronic Energy Medical Research Institute, a Texas non-profit (the “Seller”), and Claude Leonard Benckenstein, an individual (the “Shareholder”).
 
The aggregate purchase price for the SWE Acquisition was funded by the Company through a combination of cash on hand and borrowings under the Credit Facilities (see Note
3
).
 
The Stock Purchase Agreement contains customary terms and conditions including representations, warranties and indemnification provisions.  A portion of the consideration paid to the Seller will be held in escrow for post-closing adjustments and indemnification purposes.
 
The acquisition of SWE will be accounted for as a business combination, and accordingly, the assets acquired and liabilities assumed will be recognized at fair value as of the acquisition date.  The operating results and cash flows of SWE will be included in the consolidated financial statements from the date of acquisition in the Company's Battery & Energy Products segment.
 
Due to the timing of the acquisition, the initial accounting is
not
yet complete.  The Company is in the process of preparing the preliminary estimate of the fair value of assets acquired and liabilities assumed and the associated adjustments for supplemental pro forma revenue and earnings information.
 
First Amendment Agreement
 
On
May 1, 2019,
in connection with the SWE acquisition, the Company entered into the First Amendment Agreement with KeyBank National Association.  See Note
3
for further information.