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Note 2 - Acquisitions
 3 Months Ended
Sep. 30, 2023
Notes to Financial Statements  
Business Combination Disclosure [Text Block]

2)     Acquisitions

 

At the time of the acquisition and September 30, 2023, the Company evaluated the significance of each acquisition on a standalone basis and in aggregate, considering both qualitative and quantitative factors.

 

Subsequent to the end of the first quarter of fiscal year 2024 on November 1, 2023, the Company entered into a definitive agreement, through its subsidiary Standex Electronics Japan Corporation, to acquire privately-held, Japanese-based Sanyu Switch Co., Ltd. Sanyu Switch Co., Ltd. designs and manufactures reed relays, test sockets, testing systems for semi-conductor and other electronics manufacturing, and other switching applications. The transaction is expected to close before January 31, 2024, subject to required regulatory approvals.  Its results will be reported in the Electronics segment upon closing. 

 

Minntronix

 

On July 31, 2023, the Company paid $29.2 million in cash for the purchase of all the issued and outstanding equity interests of Minntronix, a privately held company. Minntronix designs and manufactures customized as well as standard magnetics components and products including transformers, inductors, current sensors, coils, chokes, and filters. The products are used in applications across cable fiber, smart meters, industrial control and lighting, electric vehicles, and home security markets. Minntronix' results are reported within the Company's Electronics segment.

 

The purchase price was allocated to the net tangible and identifiable intangible assets acquired and liabilities assumed based on a valuation of their fair values on the closing date. Goodwill recorded from this transaction is attributable to Minntronix's technical and applications expertise, which is highly complementary to the Company's existing business.

 

Identifiable intangible assets of $10.7 million consist primarily of $3.2 million for indefinite lived tradenames and $7.5 million of customer relationships to be amortized over 15 years. The goodwill of $13.9 million created by the transaction is not deductible for income tax purposes. The accounting for business combinations requires estimates and judgments regarding expectations for future cash flows of the acquired business, and the allocations of those cash flows to identifiable tangible and intangible assets, in determining the assets acquired and liabilities assumed. The fair values assigned to tangible and intangible assets acquired and liabilities assumed are based on management's best estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. 

 

The components of the fair value of the Minntronix acquisition, including the preliminary allocation of the purchase price are as follows (in thousands): 

 

  

Preliminary Allocation September 30, 2023

 

Fair value of business combination:

    

Cash payments

 $33,890 

Less, cash acquired

  (4,661)

Total

 $29,229 

 

  

Preliminary Allocation September 30, 2023

 

Identifiable assets acquired and liabilities assumed:

    

Other acquired assets

 $8,282 

Customer backlog

  1,120 

Inventories

  1,780 

Property, plant, & equipment

  1,039 

Identifiable intangible assets

  10,700 

Goodwill

  13,889 

Liabilities assumed

  (7,581)

Total

 $29,229 

 

 

Acquisition Related Costs

 

Acquisition related costs include costs related to acquired businesses and other pending acquisitions. These costs consist of (i) deferred compensation arrangements and (ii) acquisition related professional service fees and expenses, including financial advisory, legal, accounting, and other outside services incurred in connection with acquisition activities, and regulatory matters related to acquired entities. These costs do not include purchase accounting expenses, which we define as acquired backlog and the step-up of inventory to fair value, or the amortization of the acquired intangible assets.

 

Acquisition related costs for the three months ended September 30, 2023 and 2022 were $0.5 million and $0.3 million, respectively.