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ACQUISITION OF BUSINESS

12 Months Ended

Oct. 31, 2021

ACQUISITION OF BUSINESS

ACQUISITION OF BUSINESS

4.     ACQUISITION OF BUSINESS

On August 5, 2019, we (through a newly-formed subsidiary, ProCobots) acquired substantially all of the assets of a U.S.-based automation integration company for approximately $4.4 million.  This acquired business provides automation solutions that can be integrated with any machine tool.  

​

The acquisition was accounted for in accordance with ASC Topic 805, Business Combinations. Accordingly, the total purchase price was allocated to tangible assets and liabilities based on their fair value and the intangibles and goodwill were allocated on a provisional basis at the date of acquisition.  These allocations reflected various provisional estimates that were available at the time and were subject to change during the purchase price allocation period as valuations were finalized.  All valuations are now final.

The following table summarizes the allocation of  the opening balance sheet of ProCobots as of August 5, 2019 (in thousands):  

​	​	​	​	​	​	​	​	​	​
​		​	Initial Allocation	​	​	Adjustments	​	​	Final Allocation
Current assets		$	349	​	$	—	​	$	349
Property plant and equipment	​		452	​		—	​		452
Intangibles	​		148	​		972	​		1,120
Goodwill	​		3,500	​		(972)	​		2,528
Total assets	​		4,449	​		—	​		4,449
​	​	​	​	​	​	​	​	​	​
Current liabilities	​		96	​		—	​		96
Total liabilities	​		96	​		—	​		96
​	​	​	​	​	​	​	​	​	​
Total purchase price and cash expended	​	$	4,353	​	$	—	​	$	4,353

​

Intangible assets of $1.1 million were recorded as a result of the purchase.  The fair value of the intangible assets was based upon a discounted cash flow method that involves inputs that are not observable in the market (Level 3).  Intangible assets are amortized primarily using a straight-line methodology.  The intangible assets consisted of the following (in thousands):

​	​	​	​	​	​
​		​	​	​	Remaining Economic Useful Life
Trademark/name	​	$	520	​	15
Noncompete	​		580	​	5
Other	​		20	​	1
​	​		1,120	​	​

​

The excess purchase price over the fair value of the assets acquired and the liabilities assumed was recorded as goodwill in the amount of $2.5 million. Goodwill recognized in the acquisition relates primarily to expanding our current product offering.  The amount recorded as goodwill will be fully deductible for tax purposes.

​

As of October 31, 2020, we recognized an impairment loss for the full $2.5 million of goodwill relating to ProCobots.  See Note 1 of these Notes to Consolidated Financial Statements for further information.

The results of operations of ProCobots have been included in the consolidated financial statements from the date of acquisition.

X

- 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 http://asc.fasb.org/topic&trid=2303972

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- References

No definition available.

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