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Note 3 - Acquisitions

12 Months Ended

Dec. 31, 2024

Notes to Financial Statements

Business Combination Disclosure [Text Block]

3.	Acquisitions

Fiscal 2024 Acquisitions

On November 1, 2024, the Company acquired Wolverine, headquartered in Zeeland, Michigan. Wolverine is an industrial and residential generator distributor as well as a provider of maintenance and repair services.

On August 1, 2024, the Company acquired the assets and liabilities of Ageto. Ageto designs and integrates microgrid control solutions and is headquartered in Fort Collins, Colorado.

On June 26, 2024, the Company closed on the acquisition of the C&I BESS product offering from SunGrid Solutions Inc. located in Cambridge, Canada.

On April 1, 2024, the Company acquired Huntington, headquartered in Shelton, Connecticut. Huntington is an industrial and residential generator distributor as well as a provider of maintenance and repair services.

The combined preliminary purchase price for these acquisitions was $45,825, net of cash acquired and inclusive of holdbacks and estimated contingent consideration. The Company recorded its preliminary purchase price allocations based on its estimates of the fair value of the acquired assets and assumed liabilities. Purchase accounting for C&I BESS and Huntington will be finalized prior to June 30, 2025, while purchase accounting for Ageto will be finalized prior to September 30, 2025. Purchase accounting for Wolverine will be finalized prior to December 31, 2025. There have not been any material changes to the preliminary purchase price allocation for Wolverine, Ageto, C&I BESS, or Huntington as of December 31, 2024. The accompanying consolidated financial statements include the results of these acquisitions from their dates of acquisition.

Fiscal 2023 Acquisitions

On February 1, 2023, the Company acquired REFUstor, headquartered in Pfullingen, Germany. REFUstor is a developer and supplier of battery storage hardware products, advanced software, and platform services for the commercial and industrial energy storage market.

The Company recorded its preliminary purchase price allocation for REFUstor during the first quarter of 2023, based on its estimates of the fair value of the acquired assets and assumed liabilities. Purchase accounting for REFUstor was finalized in the first quarter of 2024 and did not result in material adjustments to the Company's preliminary estimates. The final purchase price was $16,127. The accompanying consolidated financial statements include the results of REFUstor since the date of acquisition.

Fiscal 2022 Acquisitions

On June 30, 2022, the Company acquired EEC. Headquartered in Marlborough, Massachusetts, EEC is an industrial generator distributor as well as a provider design, build, maintenance, and repair services for data center and telecom facilities.

On October 3, 2022, the Company acquired Blue Pillar, an industrial IoT platform developer that designs, deploys, and manages industrial IoT network solutions to enable distributed energy generation monitoring and control.

The Company recorded its preliminary purchase price allocation for EEC and Blue Pillar during the second quarter and fourth quarter of 2022, respectively, based on its estimates of the fair value of the acquired assets and assumed liabilities. Purchase accounting for EEC was finalized in the second quarter of 2023, and purchase accounting for Blue Pillar was finalized in the fourth quarter of 2023, neither of which resulted in material adjustments to the Company's preliminary estimates. The final combined purchase price for EEC and Blue Pillar was $27,658. The accompanying consolidated financial statements include the results of the acquired businesses since their dates of acquisition.

Pro forma and other financial information are not presented as the effects of the Company's acquisitions since 2022 are not material to the Company's results of operations or financial position.

Summary Purchase Price Allocations

The fair values assigned to certain assets acquired and liabilities assumed for all acquisitions completed since January 1, 2022, are as follows:

		*2024 Acquisitions*				*2023 Acquisitions*				*2022 Acquisitions*
Accounts receivable		$	9,528			$	347			$	11,965
Inventories			10,150				1,239				2,955
Prepaid expenses and other current assets			864				166				4,456
Property and equipment			824				5,843				708
Intangible assets			14,551				6,174				10,032
Goodwill			22,536				5,363				8,714
Other assets			2,712				837				1,954
Total assets acquired			61,165				19,969				40,784

Accounts payable			2,420				1,278				1,826
Accrued wages and employee benefits			1,256				264				1,662
Other accrued liabilities			9,043				236				7,917
Current portion of long-term borrowings and finance lease obligations			146				-				-
Deferred income taxes			803				2,007				564
Other long-term liabilities			1,490				57				1,157
Long-term debt			182				-
Net assets acquired		$	45,825			$	16,127			$	27,658