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Note 5 - Acquisitions

12 Months Ended

Nov. 30, 2022

Notes to Financial Statements

Business Combination Disclosure [Text Block]

5. ACQUISITIONS

Asset Acquisition

On May 12, 2021, the Company entered into an asset purchase agreement to purchase certain assets used in the business of designing, developing, manufacturing, licensing, and selling of products and services for the Mission Less Lethal brand from Kore Outdoor (U.S.) Inc., (“Kore”) a wholly-owned subsidiary of Kore Outdoor, Inc.

The transaction was accounted for as an asset acquisition, with a total cost of $3.7 million of which $0.2 million were acquisition-related expenses. The estimated total cost of the acquisition has been allocated as follows (in thousands):

Accounts receivable		$	465
Prepaid expenses			165
Inventory			82
Property and equipment			180
Patents			2,810
Total acquired assets		$	3,702

The Company accounted for the transaction as an asset acquisition where the assets acquired were measured based on the amount of cash paid to Kore as well as transaction costs incurred as the fair value of the assets given was more readily determinable than the fair value of the assets received. The Company classified and designated identifiable assets acquired and assessed and determined the useful lives of the acquired intangible assets subject to amortization.

Business Combinations

Fox Labs International

On May 25, 2022, the Company acquired Fox Labs International, a producer of defensive pepper sprays, catering primarily to law enforcement and other security professionals (domestically and internationally).  The cash consideration was $2.2 million.  There were no acquisition-related expenses.  As part of the transaction, the Company acquired 10 trademarks (including one pending). The Company classified and designated identifiable assets acquired and assessed and determined the useful lives of the acquired intangible assets subject to amortization.  Trademarks have an indefinite life as the Company intends to renew the trademarks indefinitely. 

Cash		$	300
Accounts receivable			38
Inventory			36
Trademarks			360
Customer list intangible			70
Accounts payable			(59	)
Deferred revenue			(14	)
Goodwill			1,442
Net assets acquired		$	2,173

Adjustments were made to the acquired assets and liabilities subsequent to the acquisition date. 

Ballistipax

On August 18, 2021, the Company acquired Ballistipax®, a developer of single-handed rapidly deployable bulletproof backpacks. The purchase price of $0.3 million was paid in cash. As part of the transaction, the Company has acquired two patents, finished goods and raw materials inventory. 

The estimated fair value of assets acquired on August 18, 2021 is as follows (in thousands):

Inventory		$	117
Patents			60
Goodwill			165
Net asset acquired		$	342

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- Definition

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-URI https://asc.fasb.org/topic&trid=2303972

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 20
-Section 50
-Paragraph 5
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4946-128472

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- References

No definition available.

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