Form 8-K/A Megatran ProForma
true
0000880807
0000880807
2024-08-01
2024-08-01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 1, 2024
American Superconductor Corporation
(Exact name of registrant as specified in its charter)
Delaware
|
|
000-19672
|
|
04-2959321
|
(State or other jurisdiction
|
|
(Commission
|
|
(IRS Employer
|
of incorporation)
|
|
File Number)
|
|
Identification No.)
|
114 East Main Street
Ayer, Massachusetts
|
|
01432
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrant’s telephone number, including area code (978)842-3000
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Common Stock, $0.01 par value per share
|
|
AMSC
|
|
Nasdaq Global Select Market
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
On August 5, 2024, American Superconductor Corporation (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) reporting that on August 1, 2024, the Company had acquired all of the issued and outstanding shares of capital stock of Megatran Industries, Inc, a New Jersey corporation, a New Jersey corporation (“Megatran”), pursuant to a Stock Purchase Agreement (the “Purchase Agreement”) dated as of August 1, 2024.
This Current Report on Form 8-K/A amends Item 9.01 of the Original Form 8-K to include the financial statements and unaudited pro forma financial information required by Items 9.01(a) and (b) of Form 8-K, respectively, which were not included in the Original Form 8-K pursuant to Items 9.01(a)(4) and (b)(2) of Form 8-K.
Item 9.01 Financial Statements and Exhibits
(a)
|
Financial Statements of Businesses Acquired
|
Megatran Industries, Subsidiaries and Affiliate audited combined balance sheets as of December 31, 2023 and December 31, 2022 and Combined Statements of Operations and Comprehensive Income, Combined Statements of Changes in Stockholders’ Equity, and Combined Statements of Cash Flows for the years ended December 31, 2023 and December 31, 2022, and the related notes, as well as Megatran Industries, Subsidiaries and Affiliate unaudited Combined Balance Sheets as of June 30, 2024 and June 30, 2023 and Combined Statements of Operations and Comprehensive Income, Combined Statements of Changes in Stockholders’ Equity, and Combined Statements of Cash Flows for the six months ended June 30, 2024 and June 30, 2023, and the related notes, are filed as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
(b)
|
Pro Forma Financial Information
|
The unaudited pro forma condensed consolidated financial statements of the Company as of and for the three months ended June 30, 2024, and for the year ended March 31, 2024, and the related notes, are attached as Exhibit 99.3 to this Current Report on Form 8-K and incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
AMERICAN SUPERCONDUCTOR CORPORATION
|
|
|
|
Date:
|
August 6, 2024
|
By:
|
/S/ JOHN W. KOSIBA, JR.
|
|
|
|
John W. Kosiba, Jr.
|
|
|
|
Senior Vice President and Chief Financial Officer
|
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Registration Statements on Form S-3 (No. 333-276766) and Form S-8 (No. 333-145685, 333- 170286, 333-183075, 333-197971, 333-213850, 333-233531, 333-266727 and 333-266728) of American Superconductor Corporation of our report dated March 26, 2024, relating to the combined balance sheets of Megatran Industries, Subsidiaries and Affiliate as of December 31, 2023 and 2022, the combined statements of operations and comprehensive income, changes in stockholders’ equity, and cash flows for the years ended December 31, 2023 and 2022, and the related notes to the combined financial statements, which report appears in the Current Report on Form 8-K/A of American Superconductor Corporation dated August 6, 2024.
/s/ Kreischer Miller
100 Witmer Road, Suite 350
Horsham, PA 19044-2369
August 6, 2024
Exhibit 99.1
|
Advisory | Audit & Accounting | Tax |
Independent Auditors' Report
The Stockholders and
The Board of Directors of
Megatran Industries, Subsidiaries and Affiliate
Bordentown, New Jersey
Opinion
We have audited the combined financial statements of Megatran Industries, Subsidiaries and Affiliate, which comprise the combined balance sheets as of December 31, 2023 and 2022, and the related combined statements of operations and comprehensive income, changes in stockholders' equity, and cash flows for the years then ended, and the related notes to the combined financial statements.
In our opinion, the accompanying combined financial statements present fairly, in all material respects, the financial position of Megatran Industries, Subsidiaries and Affiliate as of December 31, 2023 and 2022, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of Megatran Industries, Subsidiaries and Affiliate, and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the combined financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of combined financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the combined financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about Megatran Industries, Subsidiaries and Affiliate's ability to continue as a going concern for one year after the date that the combined financial statements are issued.
100 Witmer Road, Suite 350, Horsham, PA 19044-2369
215-441-4600 | fax: 215-672-8224 | www.kmco.com
Auditors' Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the combined financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the combined financial statements.
In performing an audit in accordance with GAAS, we:
|
●
|
Exercise professional judgment and maintain professional skepticism throughout the audit.
|
|
●
|
Identify and assess the risks of material misstatement of the combined financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the combined financial statements.
|
|
●
|
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Megatran Industries, Subsidiaries and Affiliate's internal control. Accordingly, no such opinion is expressed.
|
|
●
|
Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the combined financial statements.
|
|
●
|
Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about Megatran Industries, Subsidiaries and Affiliate's ability to continue as a going concern for a reasonable period of time.
|
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control–related matters that we identified during the audit.
Supplementary Information
Our audits were conducted for the purpose of forming an opinion on the combined financial statements taken as a whole. The supplementary information in Schedules I, II, and III is presented for purposes of additional analysis and is not a required part of the combined financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the combined financial statements. The information has been subjected to the auditing procedures applied in the audits of the combined financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the combined financial statements or to the combined financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the combined financial statements taken as a whole.
![millersig.jpg](https://www.sec.gov/Archives/edgar/data/880807/000143774924024924/millersig.jpg)
Horsham, Pennsylvania
March 26, 2024
Megatran Industries, Subsidiaries and Affiliate
Combined Balance Sheets
December 31, 2023 and 2022
|
|
2023
|
|
|
2022
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash |
|
$ |
1,800,846 |
|
|
$ |
2,693,741 |
|
Accounts receivable, net of allowance for credit losses of $41,582 and $19,136 in 2023 and 2022, respectively
|
|
|
21,383,043 |
|
|
|
16,925,825 |
|
Inventories, net
|
|
|
18,606,140 |
|
|
|
17,500,927 |
|
Prepaid expenses and other current assets
|
|
|
1,242,251 |
|
|
|
1,406,558 |
|
Total current assets
|
|
|
43,032,280 |
|
|
|
38,527,051 |
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net
|
|
|
3,872,454 |
|
|
|
3,597,718 |
|
Investment in joint venture
|
|
|
2,118,612 |
|
|
|
2,059,581 |
|
Goodwill, net
|
|
|
170,060 |
|
|
|
191,390 |
|
Advances to stockholders
|
|
|
6,000 |
|
|
|
6,000 |
|
Investment in insurance captive
|
|
|
36,000 |
|
|
|
36,000 |
|
|
|
$ |
49,235,406 |
|
|
$ |
44,417,740 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Line of credit |
|
$ |
2,000,000 |
|
|
$ |
2,500,000 |
|
Current portion of long-term debt
|
|
|
- |
|
|
|
67,543 |
|
Accounts payable
|
|
|
2,021,873 |
|
|
|
2,013,535 |
|
Accrued expenses
|
|
|
3,261,723 |
|
|
|
2,129,215 |
|
Retirement plan payable
|
|
|
120,080 |
|
|
|
250,000 |
|
Accrued distributions
|
|
|
1,600,291 |
|
|
|
1,633,475 |
|
Deferred revenue
|
|
|
4,212,662 |
|
|
|
5,587,693 |
|
Total current liabilities
|
|
|
13,216,629 |
|
|
|
14,181,461 |
|
|
|
|
|
|
|
|
|
|
Stockholders' equity: |
|
|
|
|
|
|
|
|
Common stock, no par value, 500,000 shares authorized, 226,790 issued and outstanding
|
|
|
45,358 |
|
|
|
45,358 |
|
Retained earnings
|
|
|
36,345,083 |
|
|
|
30,513,588 |
|
Accumulated other comprehensive loss
|
|
|
(377,622 |
) |
|
|
(328,625 |
) |
|
|
|
36,012,819 |
|
|
|
30,230,321 |
|
Equity in NWL International Sales Inc.
|
|
|
5,958 |
|
|
|
5,958 |
|
Total stockholders' equity
|
|
|
36,018,777 |
|
|
|
30,236,279 |
|
|
|
$ |
49,235,406 |
|
|
$ |
44,417,740 |
|
See accompanying notes to combined financial statements.
|
|
|
Megatran Industries, Subsidiaries and Affiliate
Combined Statements of Operations and Comprehensive Income
For the Years Ended December 31, 2023 and 2022
|
|
2023
|
|
%
|
|
2022
|
|
%
|
Net sales
|
|
$ |
72,315,328 |
|
|
|
100.0 |
% |
|
$ |
56,164,113 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of goods sold (Schedule I)
|
|
|
55,065,130 |
|
|
|
76.1 |
|
|
|
47,453,621 |
|
|
|
84.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
17,250,198 |
|
|
|
23.9 |
|
|
|
8,710,492 |
|
|
|
15.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses (Schedule II)
|
|
|
11,507,395 |
|
|
|
15.9 |
|
|
|
9,329,960 |
|
|
|
16.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations
|
|
|
5,742,803 |
|
|
|
8.0 |
|
|
|
(619,468 |
) |
|
|
(1.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other, net (Schedule III)
|
|
|
2,388,692 |
|
|
|
3.3 |
|
|
|
1,231,026 |
|
|
|
2.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
8,131,495 |
|
|
|
11.3 |
|
|
|
611,558 |
|
|
|
1.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss): Foreign currency translation adjustment
|
|
|
(48,997 |
) |
|
|
(0.1 |
) |
|
|
(198,152 |
) |
|
|
(0.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
$ |
8,082,498 |
|
|
|
11.2 |
% |
|
$ |
413,406 |
|
|
|
0.7 |
% |
See accompanying notes to combined financial statements.
Megatran Industries, Subsidiaries and Affiliate
Combined Statements of Changes in Stockholders' Equity
Years Ended December 31, 2023 and 2022
|
|
Common
Stock
|
|
|
Retained
Earnings
|
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
|
Equity in
NWL International
Sales Inc.
|
|
|
Total
|
|
Balance, January 1, 2022
|
|
$ |
45,358 |
|
|
$ |
30,595,471 |
|
|
$ |
(130,473 |
) |
|
$ |
5,956 |
|
|
$ |
30,516,312 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
- |
|
|
|
(81,883 |
) |
|
|
- |
|
|
|
693,441 |
|
|
|
611,558 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions to stockholders
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(693,439 |
) |
|
|
(693,439 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
|
|
- |
|
|
|
- |
|
|
|
(198,152 |
) |
|
|
- |
|
|
|
(198,152 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2022
|
|
|
45,358 |
|
|
|
30,513,588 |
|
|
|
(328,625 |
) |
|
|
5,958 |
|
|
|
30,236,279 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
- |
|
|
|
6,856,495 |
|
|
|
- |
|
|
|
1,275,000 |
|
|
|
8,131,495 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions to stockholders
|
|
|
- |
|
|
|
(1,025,000 |
) |
|
|
- |
|
|
|
(1,275,000 |
) |
|
|
(2,300,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
|
|
- |
|
|
|
- |
|
|
|
(48,997 |
) |
|
|
- |
|
|
|
(48,997 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2023
|
|
$ |
45,358 |
|
|
$ |
36,345,083 |
|
|
$ |
(377,622 |
) |
|
$ |
5,958 |
|
|
$ |
36,018,777 |
|
See accompanying notes to combined financial statements.
Megatran Industries, Subsidiaries and Affiliate
Combined Statements of Cash Flows
Years Ended December 31, 2023 and 2022
|
|
2023
|
|
|
2022
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
8,131,495 |
|
|
$ |
611,558 |
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
392,675 |
|
|
|
457,906 |
|
Amortization
|
|
|
21,330 |
|
|
|
132,459 |
|
Allowance for credit losses
|
|
|
45,334 |
|
|
|
150,000 |
|
Reserve for obsolete inventory
|
|
|
472,187 |
|
|
|
(307,442 |
) |
Net income from joint venture
|
|
|
(430,607 |
) |
|
|
(479,440 |
) |
Gain on sale of property, plant, and equipment
|
|
|
- |
|
|
|
(471,999 |
) |
(Increase) decrease in assets:
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
(4,502,552 |
) |
|
|
(6,579,009 |
) |
Inventories
|
|
|
(1,577,400 |
) |
|
|
(170,324 |
) |
Prepaid expenses and other current assets
|
|
|
164,307 |
|
|
|
(783,405 |
) |
Increase (decrease) in liabilities: |
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
8,338 |
|
|
|
(773,887 |
) |
Accrued expenses
|
|
|
1,132,508 |
|
|
|
442,421 |
|
Retirement plan payable
|
|
|
(129,920 |
) |
|
|
250,000 |
|
Deferred revenue
|
|
|
(1,375,031 |
) |
|
|
5,198,581 |
|
Net cash provided by (used in) operating activities
|
|
|
2,352,664 |
|
|
|
(2,322,581 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
Purchase of property, plant and equipment
|
|
|
(667,411 |
) |
|
|
(213,149 |
) |
Proceeds from sale of property, plant, and equipment
|
|
|
- |
|
|
|
1,242,597 |
|
Cash paid in connection with acquisitions, net
|
|
|
- |
|
|
|
(48,425 |
) |
Dividend received from investment in joint venture
|
|
|
274,077 |
|
|
|
138,802 |
|
Net cash provided by (used in) investing activities
|
|
|
(393,334 |
) |
|
|
1,119,825 |
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
Borrowings (repayments) on line of credit
|
|
|
(500,000 |
) |
|
|
2,500,000 |
|
Repayments of long-term debt
|
|
|
(67,543 |
) |
|
|
(62,516 |
) |
Distributions to stockholders
|
|
|
(2,333,184 |
) |
|
|
(567,999 |
) |
Net cash provided by (used in) financing activities
|
|
|
(2,900,727 |
) |
|
|
1,869,485 |
|
Foreign exchange impact on cash and cash equivalents
|
|
|
48,502 |
|
|
|
(53,455 |
) |
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash
|
|
|
(892,895 |
) |
|
|
613,274 |
|
Cash, beginning of year
|
|
|
2,693,741 |
|
|
|
2,080,467 |
|
Cash, end of year
|
|
$ |
1,800,846 |
|
|
$ |
2,693,741 |
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
Cash paid during the year for:
|
|
|
|
|
|
|
|
|
Interest
|
|
$ |
151,137 |
|
|
$ |
81,004 |
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of noncash investing and financing activities: |
|
|
|
|
|
|
|
|
Change in accrued shareholder distributions |
|
$ |
(33,184 |
) |
|
$ |
125,440 |
|
Dividend receivable from investment in joint venture |
|
$ |
- |
|
|
$ |
158,972 |
|
See accompanying notes to combined financial statements.
Megatran Industries, Subsidiaries and Affiliate
Notes to Combined Financial Statements
December 31, 2023 and 2022
Megatran Industries, Subsidiaries and Affiliate (the Company) includes Megatran Industries (Megatran), a holding company which owns 100% of the common stock of NWL, Inc. (NWL) Hunter Industries, Inc. (Hunter) and BUED (NWL Europe). NWL is a manufacturer of power supplies and transformers for sale to a variety of industries in the United States and internationally. Hunter holds real estate which is leased to NWL. The Company has manufacturing facilities in Bordentown and Florence, New Jersey. NWL Europe is a manufacturer of transformers for sale to a variety of industries in Europe.
In January 2016, NWL International Sales Inc. (NWLIS) was incorporated. NWLIS is an Interest Charge Domestic International Sales Corporation (IC-DISC) that transacts certain international sales on behalf of NWL and receives commissions from NWL. The financial statements of the Company and NWLIS are combined because they are commonly-owned and controlled. The combined financial statements include the accounts of NWLIS despite Megatran having no direct ownership in NWLIS. The carrying amount of the assets included in the Company's combined balance sheets for NWLIS is $5,958 for December 31, 2023 and 2022.
(2)
|
Summary of Significant Accounting Policies
|
Principles of Combination
The combined financial statements include the accounts of Megatran, NWL, Hunter, NWLIS and NWL Europe. All significant intercompany transactions and balances have been eliminated in combination.
Accounts Receivable and Allowance for Credit Loses
On January 1, 2023, the Company adopted Financial Standards Board (FASB) Accounting Standards Update (ASU) 2016-13, Financial Instruments – Credit Losses (Topic 326). The standard replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss methodology (the CECL Model). The CECL Model requires an estimate of credit losses for the remaining estimated list of the financial asset using historical experience, current conditions, and reasonable and supportable forecasts and generally applies to financial assets measured at amortized cost. The primary objective of the CECL Model is to provide financial statement users with an estimate of the net amount the entity expects to collect on its financial assets by using an allowance for credit losses.
The Company adopted FASB Accounting Standards Codification (ASC) 326 and all related subsequent amendments thereto effective January 1, 2023 using the modified retrospective approach for all financial assets measured at amortized cost. The Company's adoption of the CECEL Model did not result in a cumulative effect adjustment being recorded to opening retained earnings as of January 1, 2023, and did not have a material impact on the Company's statements of operations and comprehensive income or cash flows.
Megatran Industries, Subsidiaries and Affiliate
Notes to Combined Financial Statements
December 31, 2023 and 2022
(2)
|
Summary of Significant Accounting Policies, Continued
|
Accounts Receivable and Allowance for Credit Losses, Continued
Trade accounts receivable are stated at the amount the Company expects to collect. The Company maintains allowances for credit losses for estimated losses resulting from the inability of its customers to make required payments. Management evaluates its historical loss experience and applies this historical loss ratio to financial assets with similar characteristics. The Company's historical loss ratio or its determination of risk pools may be adjusted for changes in customer, economic, market or other circumstances. Significant past due balances over 90 days and other higher risk amounts are reviewed individually for collectability based on the following customer specific factors: customer credit-worthiness, past transaction history with the customer, current economic industry trends, and changes in customer payment terms. If the financial condition of the Company's customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. Based on management's assessment, the Company provides for estimated uncollectible amounts through a charge to earnings and a credit to a valuation allowance. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. Accounts receivable, net of allowance for doubtful accounts was $10,337,844 as of January 1, 2022.
Concentrations of Risk
Financial instruments that potentially subject the Company to concentrations of risk consist primarily of cash and accounts receivable. The Company maintains its cash with national financial institutions, and, at times, such balances may exceed the FDIC insurance limit. At December 31, 2023, the Company had $2,207,136 of cash in excess of FDIC insured limits.
One customer accounts for approximately 45% of the Company's accounts receivable at December 31, 2023 and one customer accounted for approximately 39% of sales for the year ended December 31, 2023.
Inventories
Inventories are valued at the lower of cost (first in, first out basis) or net realizable value.
Property, Plant and Equipment
Property, plant and equipment are recorded at cost. Depreciation is calculated based on estimated useful lives of the assets using the straight line method. Maintenance, repairs and betterments are charged to operations as incurred. Renewals and betterments that extend the estimated useful lives of the assets are capitalized.
Megatran Industries, Subsidiaries and Affiliate
Notes to Combined Financial Statements
December 31, 2023 and 2022
(2)
|
Summary of Significant Accounting Policies, Continued
|
Revenue Recognition
Revenue is measured based on consideration specified in a contract with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as fulfillment costs and are included in cost of goods sold. Revenue from performance obligations satisfied at a point in time consists of sales of power supplies, transformers and capacitors. These goods and services are sold primarily to governmental entities and manufacturers. Deferred revenue includes amounts that customers pay prior to the shipment of products. Deferred revenue was $389,112 as of January 1, 2022.
The Company's principal terms of sale are FOB shipping point and FOB destination and the Company transfers control and records revenue for product sales either upon shipment or delivery to the customer, respectively. The payment terms and conditions in customer contracts vary from 30-90 days from transfer of control. The Company does not have any significant financing components as payment is received at or shortly after the point of sale. Variable consideration, including return and warranty activity, is immaterial to revenue and results of operations.
Investment in Joint Venture
The Company accounts for its investment in joint venture using the equity method (see Note 7).
Goodwill
Goodwill represents the excess of costs over fair value of net assets of businesses acquired. The Company applies the guidance in FASB ASU 2014-18, Accounting for Identifiable Intangible Assets in a Business Combination, which allows entities who meet the definition of a private company to subsume many of the types of customer-related intangible assets that they would otherwise recognize separately into goodwill. This accounting alternative will be applied to any future business combination transactions. As a result of the application of ASU 2014-18, the Company is also required to apply the guidance in FASB ASU 2014-02, Intangibles - Goodwill and Other, which allows the amortization of all existing and new goodwill. Under ASU 2014-02, goodwill is amortized on a straight-line basis over ten years, or less than ten years, if the entity demonstrates that a shorter useful life is more appropriate. In addition, entities are required to test goodwill for impairment only upon the occurrence of a triggering event and, upon adoption of the accounting alternative, an entity must make an accounting policy election to test goodwill for impairment at either the entity level or the reporting unit level. Management has elected to amortize goodwill over ten years and test for impairment at the reporting unit level, should triggering events occur. No triggering events were identified during the years ended December 31, 2023 and 2022.
Megatran Industries, Subsidiaries and Affiliate
Notes to Combined Financial Statements
December 31, 2023 and 2022
(2)
|
Summary of Significant Accounting Policies, Continued
|
Investment in Insurance Captive
The Company participates in a group captive insurance program (Captive) for workers' compensation and general liability insurance. Members pay annual premiums, of which an amount may be refunded to a member depending on the member's individual claims, as well as the Captive's overall claims.
Warranty Reserve
The Company offers warranties on its products ranging from twelve to forty months depending on the product line. Warranty reserves are determined based on management's past experience for returns and warranty claims and are included in accrued expenses.
Research and Development
Research and development costs are expensed as incurred. Research and development expense from continuing operations was $271,218 and $257,557 for the years ended December 31, 2023 and 2022, respectively.
Variable Interest Entities
FASB ASC 810, Consolidation, provides guidance in determining when variable interest entities (VIE)s should be consolidated in the financial statements of the primary beneficiary. If the Company is deemed to have a controlling financial interest as a result of having the power to direct the activities that most significantly impact the entity's economic performance, and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE, the VIE is to be consolidated within the financial statements of the Company. NWLIS has been determined to be a VIE of the Company as NWLIS is dependent on the commission revenue from NWL. Since all rights, obligations and the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are held by the owners of NWLIS and not by the Company, the Company has determined that it is not the primary beneficiary of NWLIS and therefore, NWLIS will be combined and not consolidated into the financial statements. The Company does not believe there is any exposure to loss as a result of transactions with NWLIS.
Income Taxes
Effective January 1, 2015, Megatran, NWL and Hunter elected to be taxed as S corporations under the provisions of the Internal Revenue Code. Under those provisions, the Company does not pay federal or state corporate income taxes because the Company's taxable income is passed through to the tax returns of the stockholders. Accordingly, no provision is made for federal or state income taxes. However, it is common for the Company to make distributions to the stockholders to pay the income taxes relating to the Company's income that is passed through to the stockholders' tax returns.
Megatran Industries, Subsidiaries and Affiliate
Notes to Combined Financial Statements
December 31, 2023 and 2022
(2)
|
Summary of Significant Accounting Policies, Continued
|
Income Taxes, Continued
The stockholders of NWLIS have elected to treat NWLIS as an IC-DISC for federal income tax purposes. NWLIS does not pay federal or state corporate income taxes because NWLIS' taxable income is passed through to the tax returns of the stockholders. Accordingly, no provision is made for federal or state income taxes.
FASB ASC 740, Income Taxes, clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements. FASB ASC 740 prescribes a more-likely-than-not recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken. In addition, FASB ASC 740 provides guidance on derecognition, classification and disclosure. In addition to its federal returns, the Company files income tax returns in New Jersey and North Carolina. The Company is no longer subject to federal, state or local tax examinations by tax authorities for years before 2020. It is difficult to predict the timing and resolution of any particular uncertain tax position. Based on the Company's assessment of many factors, including past experience and complex judgments about future events, the Company does not currently anticipate significant changes in its tax positions over the next twelve months.
Foreign Currency Translation
Foreign currency translation adjustments are included in other comprehensive income and are reflected in accumulated other comprehensive income (loss) in the accompanying balance sheets.
Use of Estimates
The preparation of the combined financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the combined financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
Subsequent Events
Management has evaluated subsequent events through March 26, 2024, the date on which the combined financial statements were available to be issued.
Megatran Industries, Subsidiaries and Affiliate
Notes to Combined Financial Statements
December 31, 2023 and 2022
Inventories, net comprise the following at December 31:
|
|
2023
|
|
|
2022
|
|
Raw material
|
|
$ |
13,890,596 |
|
|
$ |
12,116,196 |
|
Work-in-process
|
|
|
4,083,698 |
|
|
|
3,771,841 |
|
Finished goods
|
|
|
1,954,998 |
|
|
|
2,463,855 |
|
|
|
|
19,929,292 |
|
|
|
18,351,892 |
|
Reserve for obsolescence
|
|
|
(1,323,152 |
) |
|
|
(850,965 |
) |
|
|
$ |
18,606,140 |
|
|
$ |
17,500,927 |
|
(4)
|
Advances to Stockholders
|
Advances to stockholders are unsecured, noninterest bearing advances. These advances do not have set repayment dates.
(5)
|
Property, Plant and Equipment, net
|
Property, plant and equipment, net comprise the following at December 31:
|
|
|
|
|
|
|
|
|
|
Estimated |
|
|
|
2023
|
|
|
2022
|
|
|
Useful Lives (Years)
|
|
Land
|
|
$ |
303,348 |
|
|
$ |
303,348 |
|
|
|
|
|
|
|
Buildings and building improvements
|
|
|
6,370,079 |
|
|
|
6,192,207 |
|
|
|
7 |
- |
39 |
|
Machinery and equipment
|
|
|
7,869,499 |
|
|
|
7,476,510 |
|
|
|
7 |
- |
10 |
|
Solar equipment
|
|
|
5,667,333 |
|
|
|
5,667,333 |
|
|
|
7 |
- |
15 |
|
Automobiles and trucks
|
|
|
299,842 |
|
|
|
226,094 |
|
|
|
|
5 |
|
|
Office equipment
|
|
|
551,554 |
|
|
|
551,554 |
|
|
|
5 |
- |
7 |
|
Computer hardware and software
|
|
|
585,606 |
|
|
|
573,811 |
|
|
|
3 |
- |
5 |
|
|
|
|
21,647,261 |
|
|
|
20,990,857 |
|
|
|
|
|
|
|
Accumulated depreciation
|
|
|
(17,774,807 |
) |
|
|
(17,393,139 |
) |
|
|
|
|
|
|
|
|
$ |
3,872,454 |
|
|
$ |
3,597,718 |
|
|
|
|
|
|
|
Depreciation expense for the years ended December 31, 2023 and 2022 was $392,675 and $457,906, respectively.
Megatran Industries, Subsidiaries and Affiliate
Notes to Combined Financial Statements
December 31, 2023 and 2022
Goodwill, net comprises the following at December 31:
|
|
2023
|
|
|
2022
|
|
CE Power Solutions
|
|
$ |
1,109,989 |
|
|
$ |
1,109,989 |
|
BUED
|
|
|
213,305 |
|
|
|
213,305 |
|
|
|
|
1,323,294 |
|
|
|
1,323,294 |
|
Accumulated amortization
|
|
|
(1,153,234 |
) |
|
|
(1,131,904 |
) |
|
|
$ |
170,060 |
|
|
$ |
191,390 |
|
Amortization expense was $21,330 and $132,459 for the years ended December 31, 2023 and 2022, respectively.
(7)
|
Investment in Joint Venture
|
NWL owns 50% of NWL Pacific Inc. Co., LTD. (NWL Pacific) which is a joint venture in South Korea. The joint venture was established on May 12, 1998. The Company's reporting currency is the US dollar while the functional currency of the joint venture is the South Koren Won. The assets, liabilities and equity of the joint venture have been measured at the respective exchange rate as of December 31, 2023 and 2022 and income and expense accounts were remeasured at the average rates in effect during the years ended December 31, 2023 and 2022. Remeasurement adjustments are recognized in the year of occurrence and are included as a component of stockholder's equity. In addition, The Company's share of the joint venture's net income or loss is recognized in the year of occurrence.
The Company's investment in the foreign operation is summarized as follows:
|
|
2023
|
|
|
2022
|
|
Investment, January 1
|
|
$ |
2,059,581 |
|
|
$ |
2,022,612 |
|
Company's share of net income
|
|
|
430,607 |
|
|
|
479,440 |
|
Company's share of dividends
|
|
|
(274,077 |
) |
|
|
(297,774 |
) |
Foreign currency translation adjustment
|
|
|
(97,499 |
) |
|
|
(144,697 |
) |
Investment, December 31
|
|
$ |
2,118,612 |
|
|
$ |
2,059,581 |
|
Megatran Industries, Subsidiaries and Affiliate
Notes to Combined Financial Statements
December 31, 2023 and 2022
(7)
|
Investment in Joint Venture, Continued
|
Presented below are the summary balance sheets and summary of operations of the foreign operation based on the audited financial statements of NWL Pacific:
|
|
2023 |
|
|
2022 |
|
Assets: |
|
|
|
|
|
|
|
|
Current assets
|
|
$ |
5,255,791 |
|
|
$ |
6,668,330 |
|
Noncurrent assets
|
|
|
493,865 |
|
|
|
540,698 |
|
Total assets
|
|
$ |
5,749,656 |
|
|
$ |
7,209,028 |
|
|
|
|
|
|
|
|
|
|
Liabilities and stockholders' equity: |
|
|
|
|
|
|
|
|
Current liabilities
|
|
$ |
1,512,433 |
|
|
$ |
3,089,865 |
|
Equity
|
|
|
4,237,223 |
|
|
|
4,119,163 |
|
Total liabilities and equity
|
|
$ |
5,749,656 |
|
|
$ |
7,209,028 |
|
|
|
|
|
|
|
|
|
|
Operations: |
|
|
|
|
|
|
|
|
Sales
|
|
$ |
8,299,324 |
|
|
$ |
9,195,244 |
|
Cost of sales
|
|
|
(5,540,671 |
) |
|
|
(6,201,536 |
) |
Selling, general and administrative expenses
|
|
|
(1,813,830 |
) |
|
|
(1,853,003 |
) |
Other expense
|
|
|
(83,609 |
) |
|
|
(181,825 |
) |
Net income
|
|
$ |
861,214 |
|
|
$ |
958,880 |
|
(8)
|
Related Party Transactions
|
During the years ended December 31, 2023 and 2022, the Company sold $1,735,486 and $2,891,665, respectively, of product to NWL Pacific. The Company has $876,230 and $1,704,513, respectively, included in accounts receivable from NWL Pacific at December 31, 2023 and 2022.
The Company has a $5,000,000 working line of credit with a commercial bank that expires in August 2024. The balance on the line of credit was $2,000,000 and $2,500,000 as of December 31, 2023 and 2022, respectively. Borrowings on the line of credit bear interest at the daily LIBOR rate plus 1.80% (7.11% at December 31, 2023). Up to $5,000,000 of the working line of credit may be used towards letters of credit. At December 31, 2023, $2,000,000 letters of credit are outstanding. The line is collateralized by the assets of the Company.
Megatran Industries, Subsidiaries and Affiliate
Notes to Combined Financial Statements
December 31, 2023 and 2022
Long-term debt comprises the following at December 31, 2022:
Equipment loan, payable in monthly installments of$5,868 including interest at 5.63%. The loan is collateralized by the equipment and matures in November 2023. |
|
$ |
67,543 |
|
Current portion |
|
|
(67,543 |
) |
|
|
$ |
- |
|
NWL maintains a 401(k) plan to provide retirement benefits to its employees. Employee contributions are limited by Internal Revenue Service regulations. There were no matching contributions and profit sharing contributions made for the year ended December 31, 2022, respectively. Total Company matching contributions and profit sharing contributions were $490,499 and $250,000 made for the years ended December 31, 2023 and 2022, respectively.
The Company maintains a self-insured program for all of its employees' health care costs. The Company is liable for paid claims up to $175,000 per participant, annually, unlimited for a covered person's lifetime, and aggregate claims up to $3,501,236 annually. The program has an insurance stop loss policy for claims in excess of $175,000 per participant and aggregate claims in excess of $3,501,236. The maximum reimbursement under the insurance stop loss policy is $1,000,000. Self- insurance costs are accrued based on the aggregate liability for reported claims and an estimated liability for claims incurred but not reported. The accrued liability under the self-insurance program for the years ended December 31, 2023 and 2022 was approximately $396,000 and $599,000, respectively, and is included in accrued expenses on the accompanying combined balance sheets.
(13)
|
Employee Retention Tax Credit
|
During the year ended December 31, 2023, the Company applied for the Employee Retention Credit (ERC), which is a provision of the CARES Act, enacted March 27, 2020. The ERC under the CARES Act was later amended and extended under the Taxpayer Certainty and Disaster Relief Act of 2020 (Relief Act), enacted December 27, 2020. The ERC is a refundable tax credit against employer taxes equal to a percentage of the qualified wages an eligible employer pays to employees.
Megatran Industries, Subsidiaries and Affiliate
Notes to Combined Financial Statements
December 31, 2023 and 2022
(13)
|
Employee Retention Tax Credit, Continued
|
The Company filed for each eligible quarter and recognized employee retention tax credits in the amount of $1,577,608 as other income in the accompanying consolidated statement of operations for the year ended December 31, 2023. The Company has accounted for the ERC under International Accounting Standards (IAS) 20, Accounting for Government Grants and Disclosure of Government Assistance. In accordance with IAS 20, government assistance is not recognized until there is a reasonable assurance that (1) any conditions attached to the assistance will be met and (2) the assistance will be received. The Company met these conditions and recorded the ERC over the periods in which the associated expenses were incurred.
SUPPLEMENTARY INFORMATION
Megatran Industries, Subsidiaries and Affiliate
Supplementary Information
Combined Schedules of Cost of Goods Sold
Years Ended December 31, 2023 and 2022
|
|
|
|
|
|
% of Net
|
|
|
|
|
|
|
% of Net
|
|
|
|
2023 |
|
|
Sales
|
|
|
2022
|
|
|
Sales
|
|
Direct costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct materials
|
|
$ |
35,189,294 |
|
|
|
48.6 |
% |
|
$ |
29,084,387 |
|
|
|
51.7 |
% |
Direct labor
|
|
|
8,663,238 |
|
|
|
12.0 |
|
|
|
7,876,795 |
|
|
|
14.0 |
|
|
|
|
43,852,532 |
|
|
|
60.6 |
|
|
|
36,961,182 |
|
|
|
65.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Indirect costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Personnel:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wages
|
|
|
3,517,755 |
|
|
|
4.9 |
|
|
|
3,367,875 |
|
|
|
6.0 |
|
Employee benefits
|
|
|
1,948,259 |
|
|
|
2.7 |
|
|
|
1,722,183 |
|
|
|
3.1 |
|
Payroll taxes
|
|
|
1,472,348 |
|
|
|
2.0 |
|
|
|
1,314,593 |
|
|
|
2.3 |
|
Recruitment
|
|
|
109,301 |
|
|
|
0.2 |
|
|
|
32,942 |
|
|
|
0.1 |
|
|
|
|
7,047,663 |
|
|
|
9.8 |
|
|
|
6,437,593 |
|
|
|
11.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Manufacturing:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Production supplies
|
|
|
554,353 |
|
|
|
0.8 |
|
|
|
487,582 |
|
|
|
0.9 |
|
Sub-contract services
|
|
|
389,944 |
|
|
|
0.5 |
|
|
|
425,434 |
|
|
|
0.8 |
|
Manufacturing - development
|
|
|
238,951 |
|
|
|
0.3 |
|
|
|
207,537 |
|
|
|
0.4 |
|
Manufacturing - miscellaneous
|
|
|
667,573 |
|
|
|
0.9 |
|
|
|
746,257 |
|
|
|
1.3 |
|
Small tools
|
|
|
113,983 |
|
|
|
0.2 |
|
|
|
63,690 |
|
|
|
0.1 |
|
Quality control
|
|
|
21,129 |
|
|
|
- |
|
|
|
20,111 |
|
|
|
- |
|
Overhead allocation, net
|
|
|
155,644 |
|
|
|
0.2 |
|
|
|
92,093 |
|
|
|
0.2 |
|
|
|
|
2,141,577 |
|
|
|
2.9 |
|
|
|
2,042,704 |
|
|
|
3.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Facilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repairs and maintenance
|
|
|
554,437 |
|
|
|
0.8 |
|
|
|
602,270 |
|
|
|
1.1 |
|
Depreciation
|
|
|
323,423 |
|
|
|
0.4 |
|
|
|
407,546 |
|
|
|
0.7 |
|
Utilities
|
|
|
288,198 |
|
|
|
0.4 |
|
|
|
373,296 |
|
|
|
0.7 |
|
Insurance
|
|
|
583,346 |
|
|
|
0.8 |
|
|
|
360,607 |
|
|
|
0.6 |
|
Property and sales taxes
|
|
|
273,954 |
|
|
|
0.4 |
|
|
|
268,423 |
|
|
|
0.5 |
|
|
|
|
2,023,358 |
|
|
|
2.8 |
|
|
|
2,012,142 |
|
|
|
3.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total indirect costs
|
|
|
11,212,598 |
|
|
|
15.5 |
|
|
|
10,492,439 |
|
|
|
18.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of goods sold
|
|
$ |
55,065,130 |
|
|
|
76.1 |
% |
|
$ |
47,453,621 |
|
|
|
84.3 |
% |
See accompanying notes to combined financial statements.
Megatran Industries, Subsidiaries and Affiliate
Supplementary Information
Combined Schedules of Selling, General and Administrative Expenses
Years Ended December 31, 2023 and 2022
|
|
|
|
|
|
% of Net
|
|
|
|
|
|
|
% of Net
|
|
|
|
2023 |
|
|
Sales
|
|
|
2022
|
|
|
Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling
|
|
$ |
96,407 |
|
|
|
0.1 |
% |
|
$ |
39,488 |
|
|
|
0.1 |
% |
Service calls
|
|
|
306,279 |
|
|
|
0.4 |
|
|
|
334,242 |
|
|
|
0.6 |
|
Travel
|
|
|
65,988 |
|
|
|
0.1 |
|
|
|
79,977 |
|
|
|
0.1 |
|
Commissions
|
|
|
131,468 |
|
|
|
0.2 |
|
|
|
171,198 |
|
|
|
0.3 |
|
Advertising and marketing
|
|
|
29,575 |
|
|
|
- |
|
|
|
1,535 |
|
|
|
- |
|
Automobile
|
|
|
8,748 |
|
|
|
- |
|
|
|
3,576 |
|
|
|
- |
|
Wages
|
|
|
7,122,402 |
|
|
|
9.8 |
|
|
|
5,563,852 |
|
|
|
9.9 |
|
Employee benefits
|
|
|
1,079,994 |
|
|
|
1.5 |
|
|
|
870,147 |
|
|
|
1.5 |
|
Employee welfare
|
|
|
52,299 |
|
|
|
0.1 |
|
|
|
59,334 |
|
|
|
0.1 |
|
Employee education
|
|
|
44,276 |
|
|
|
0.1 |
|
|
|
40,230 |
|
|
|
0.1 |
|
Retirement plan
|
|
|
490,449 |
|
|
|
0.7 |
|
|
|
250,000 |
|
|
|
0.4 |
|
Depreciation
|
|
|
69,252 |
|
|
|
0.1 |
|
|
|
50,360 |
|
|
|
0.1 |
|
Amortization
|
|
|
21,330 |
|
|
|
- |
|
|
|
132,459 |
|
|
|
0.2 |
|
Professional fees
|
|
|
638,634 |
|
|
|
0.9 |
|
|
|
497,154 |
|
|
|
0.9 |
|
Engineering
|
|
|
408,909 |
|
|
|
0.6 |
|
|
|
236,124 |
|
|
|
0.4 |
|
Lease expense
|
|
|
57,644 |
|
|
|
0.1 |
|
|
|
70,074 |
|
|
|
0.1 |
|
Bad debt expense
|
|
|
45,334 |
|
|
|
0.1 |
|
|
|
150,000 |
|
|
|
0.3 |
|
Miscellaneous
|
|
|
209,383 |
|
|
|
0.3 |
|
|
|
144,216 |
|
|
|
0.3 |
|
Computer expenses
|
|
|
282,736 |
|
|
|
0.4 |
|
|
|
287,640 |
|
|
|
0.5 |
|
Telephone
|
|
|
66,720 |
|
|
|
0.1 |
|
|
|
66,627 |
|
|
|
0.1 |
|
Office expense
|
|
|
67,409 |
|
|
|
0.1 |
|
|
|
93,002 |
|
|
|
0.2 |
|
Payroll service
|
|
|
172,299 |
|
|
|
0.2 |
|
|
|
139,939 |
|
|
|
0.2 |
|
Taxes
|
|
|
744 |
|
|
|
- |
|
|
|
947 |
|
|
|
- |
|
Bank charges
|
|
|
38,135 |
|
|
|
0.1 |
|
|
|
46,864 |
|
|
|
0.1 |
|
Computer consulting
|
|
|
875 |
|
|
|
- |
|
|
|
935 |
|
|
|
- |
|
Dues and subscriptions
|
|
|
106 |
|
|
|
- |
|
|
|
40 |
|
|
|
- |
|
|
|
$ |
11,507,395 |
|
|
|
15.9 |
% |
|
$ |
9,329,960 |
|
|
|
16.6 |
% |
See accompanying notes to combined financial statements.
Megatran Industries, Subsidiaries and Affiliate
Supplementary Information
Combined Schedules of Other, Net
Years Ended December 31, 2023 and 2022
|
|
|
|
|
|
% of Net
|
|
|
|
|
|
|
% of Net
|
|
|
|
2023
|
|
|
Sales
|
|
|
2022
|
|
|
Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income from joint venture
|
|
$ |
430,607 |
|
|
|
0.5 |
% |
|
$ |
479,440 |
|
|
|
0.8 |
% |
Gain on sale of property, plant and equipment
|
|
|
- |
|
|
|
- |
|
|
|
471,999 |
|
|
|
0.8 |
|
Employee Retention Credit
|
|
|
1,577,608 |
|
|
|
2.2 |
|
|
|
- |
|
|
|
- |
|
Rental income
|
|
|
- |
|
|
|
- |
|
|
|
31,250 |
|
|
|
0.1 |
|
State income taxes
|
|
|
(3,086 |
) |
|
|
- |
|
|
|
(4,200 |
) |
|
|
- |
|
Interest income (expense), net
|
|
|
4,645 |
|
|
|
- |
|
|
|
(81,004 |
) |
|
|
(0.1 |
) |
License fee income
|
|
|
87,722 |
|
|
|
0.1 |
|
|
|
71,243 |
|
|
|
0.1 |
|
Miscellaneous income
|
|
|
53,736 |
|
|
|
0.1 |
|
|
|
43,945 |
|
|
|
0.1 |
|
Solar renewable energy certificates income
|
|
|
237,460 |
|
|
|
0.3 |
|
|
|
218,353 |
|
|
|
0.4 |
|
|
|
$ |
2,388,692 |
|
|
|
3.3 |
% |
|
$ |
1,231,026 |
|
|
|
2.2 |
% |
See accompanying notes to combined financial statements.
Exhibit 99.2
Megatran Industries, Subsidiaries and Affiliate
Combined Balance Sheets
June 30, 2024 and 2024
|
|
2024
|
|
|
2023
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
Cash
|
|
$ |
2,545,453 |
|
|
$ |
1,635,144 |
|
Accounts receivable, net of allowance for credit losses of $37,000 and $6,554 in 2024 and 2023, respectively
|
|
|
20,036,139 |
|
|
|
18,860,927 |
|
Inventories, net
|
|
|
21,206,800 |
|
|
|
19,605,842 |
|
Prepaid expenses and other current assets
|
|
|
1,457,162 |
|
|
|
1,033,586 |
|
Total current assets
|
|
|
45,245,554 |
|
|
|
41,135,499 |
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net
|
|
|
4,685,523 |
|
|
|
3,794,944 |
|
Investment in joint venture
|
|
|
1,979,421 |
|
|
|
1,921,318 |
|
Goodwill, net
|
|
|
159,395 |
|
|
|
180,725 |
|
Advances to stockholders
|
|
|
6,000 |
|
|
|
6,000 |
|
Investment in insurance captive
|
|
|
36,000 |
|
|
|
36,000 |
|
|
|
$ |
52,111,893 |
|
|
$ |
47,074,486 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Line of credit
|
|
$ |
3,000,000 |
|
|
$ |
2,000,000 |
|
Current portion of long-term debt
|
|
|
- |
|
|
|
34,425 |
|
Accounts payable
|
|
|
2,903,862 |
|
|
|
2,845,775 |
|
Accrued expenses
|
|
|
1,892,514 |
|
|
|
2,627,183 |
|
Retirement plan payable
|
|
|
120,000 |
|
|
|
118,333 |
|
Accrued distributions
|
|
|
975,288 |
|
|
|
1,605,726 |
|
Deferred revenue
|
|
|
4,217,048 |
|
|
|
5,124,508 |
|
Total current liabilities
|
|
|
13,108,712 |
|
|
|
14,355,950 |
|
|
|
|
|
|
|
|
|
|
Stockholders' equity:
|
|
|
|
|
|
|
|
|
Common stock, no par value, 500,000 shares authorized, 226,790 issued and outstanding
|
|
|
45,358 |
|
|
|
45,358 |
|
Retained earnings
|
|
|
39,286,016 |
|
|
|
33,004,968 |
|
Accumulated other comprehensive loss
|
|
|
(334,151 |
) |
|
|
(337,748 |
) |
|
|
|
38,997,223 |
|
|
|
32,712,578 |
|
Equity in NWL International Sales Inc.
|
|
|
5,958 |
|
|
|
5,958 |
|
Total stockholders' equity
|
|
|
39,003,181 |
|
|
|
32,718,536 |
|
|
|
$ |
52,111,893 |
|
|
$ |
47,074,486 |
|
See accompanying notes to combined financial statements.
Megatran Industries, Subsidiaries and Affiliate
Combined Statements of Operations and Comprehensive Income
For the Six Months Ended June 30, 2024 and 2023
|
|
2024
|
|
%
|
|
2023
|
|
%
|
Net sales
|
|
$ |
38,304,328 |
|
|
|
100.0 |
% |
|
$ |
35,802,393 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of goods sold (Schedule I)
|
|
|
26,998,594 |
|
|
|
70.5 |
|
|
|
27,825,793 |
|
|
|
77.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
11,305,734 |
|
|
|
29.5 |
|
|
|
7,976,600 |
|
|
|
22.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses (Schedule II)
|
|
|
6,341,373 |
|
|
|
16.6 |
|
|
|
4,984,763 |
|
|
|
13.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations
|
|
|
4,964,361 |
|
|
|
12.9 |
|
|
|
2,991,837 |
|
|
|
8.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other, net (Schedule III)
|
|
|
(48,430 |
) |
|
|
(0.1 |
) |
|
|
86,543 |
|
|
|
0.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
4,915,931 |
|
|
|
12.8 |
|
|
|
3,078,380 |
|
|
|
8.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss): Foreign currency translation adjustment
|
|
|
43,471 |
|
|
|
0.1 |
|
|
|
(9,123 |
) |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
$ |
4,959,402 |
|
|
|
12.9 |
% |
|
$ |
3,069,257 |
|
|
|
8.6 |
% |
See accompanying notes to combined financial statements.
Megatran Industries, Subsidiaries and Affiliate
Combined Statements of Changes in Stockholders' Equity
For the Six Months Ended June 30, 2024 and 2023
|
|
Common
Stock
|
|
|
Retained
Earnings
|
|
|
Accumulated
Other
Comprehensive
Loss
|
|
|
Equity in
NWL International
Sales Inc.
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, January 1, 2023 |
|
$ |
45,358 |
|
|
$ |
30,513,588 |
|
|
$ |
(328,625 |
) |
|
$ |
5,958 |
|
|
$ |
30,236,279 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
- |
|
|
|
2,491,380 |
|
|
|
- |
|
|
|
587,000 |
|
|
|
3,078,380 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions to stockholders |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(587,000 |
) |
|
|
(587,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
|
- |
|
|
|
- |
|
|
|
(9,123 |
) |
|
|
- |
|
|
|
(9,123 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2023
|
|
$ |
45,358 |
|
|
$ |
33,004,968 |
|
|
$ |
(337,748 |
) |
|
$ |
5,958 |
|
|
$ |
32,718,536 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, January 1, 2024
|
|
$ |
45,358 |
|
|
$ |
36,345,083 |
|
|
$ |
(377,622 |
) |
|
$ |
5,958 |
|
|
$ |
36,018,777 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
- |
|
|
|
4,265,931 |
|
|
|
- |
|
|
|
650,000 |
|
|
|
4,915,931 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions to stockholders
|
|
|
- |
|
|
|
(1,324,998 |
) |
|
|
- |
|
|
|
(650,000 |
) |
|
|
(1,974,998 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
|
|
- |
|
|
|
- |
|
|
|
43,471 |
|
|
|
- |
|
|
|
43,471 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2024
|
|
$ |
45,358 |
|
|
$ |
39,286,016 |
|
|
$ |
(334,151 |
) |
|
$ |
5,958 |
|
|
$ |
39,003,181 |
|
See accompanying notes to combined financial statements.
Megatran Industries, Subsidiaries and Affiliate
Combined Statements of Cash Flows
For the Six Months Ended June 30, 2024 and 2023
|
|
2024
|
|
|
2023
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
4,915,931 |
|
|
$ |
3,078,380 |
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
223,290 |
|
|
|
209,277 |
|
Amortization
|
|
|
10,665 |
|
|
|
10,665 |
|
(Increase) decrease in assets:
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
1,346,904 |
|
|
|
(1,935,102 |
) |
Inventories
|
|
|
(2,600,660 |
) |
|
|
(2,104,915 |
) |
Prepaid expenses and other current assets
|
|
|
(214,911 |
) |
|
|
372,972 |
|
Increase (decrease) in liabilities: |
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
881,989 |
|
|
|
832,240 |
|
Accrued expenses
|
|
|
(1,369,209 |
) |
|
|
497,968 |
|
Retirement plan payable
|
|
|
(80 |
) |
|
|
(131,667 |
) |
Deferred revenue
|
|
|
4,386 |
|
|
|
(463,185 |
) |
Net cash provided by operating activities
|
|
|
3,198,305 |
|
|
|
366,633 |
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
Purchase of property, plant and equipment
|
|
|
(1,036,359 |
) |
|
|
(406,503 |
) |
Dividend received from investment in joint venture
|
|
|
139,191 |
|
|
|
138,263 |
|
Net cash used in investing activities
|
|
|
(897,168 |
) |
|
|
(268,240 |
) |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
Borrowings (repayments) on line of credit
|
|
|
1,000,000 |
|
|
|
(500,000 |
) |
Repayments of long-term debt
|
|
|
- |
|
|
|
(33,118 |
) |
Distributions to stockholders
|
|
|
(2,600,001 |
) |
|
|
(614,749 |
) |
Net cash used in financing activities
|
|
|
(1,600,001 |
) |
|
|
(1,147,867 |
) |
Foreign exchange impact on cash and cash equivalents
|
|
|
43,471 |
|
|
|
(9,123 |
) |
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash
|
|
|
744,607 |
|
|
|
(1,058,597 |
) |
Cash, beginning of period
|
|
|
1,800,846 |
|
|
|
2,693,741 |
|
Cash, end of period
|
|
$ |
2,545,453 |
|
|
$ |
1,635,144 |
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
Cash paid during the period for:
|
|
|
|
|
|
|
|
|
Interest
|
|
$ |
90,488 |
|
|
$ |
76,884 |
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of noncash investing and financing activities:
|
|
|
|
|
|
|
|
|
Change in accrued shareholder distributions
|
|
$ |
(625,003 |
) |
|
$ |
(27,749 |
) |
See accompanying notes to combined financial statements.
Megatran Industries, Subsidiaries and Affiliate
Notes to Combined Financial Statements
Megatran Industries, Subsidiaries and Affiliate (the Company) includes Megatran Industries (Megatran), a holding company which owns 100% of the common stock of NWL, Inc. (NWL) Hunter Industries, Inc. (Hunter) and BUED (NWL Europe). NWL is a manufacturer of power supplies and transformers for sale to a variety of industries in the United States and internationally. Hunter holds real estate which is leased to NWL. The Company has manufacturing facilities in Bordentown and Florence, New Jersey. NWL Europe is a manufacturer of transformers for sale to a variety of industries in Europe.
In January 2016, NWL International Sales Inc. (NWLIS) was incorporated. NWLIS is an Interest Charge Domestic International Sales Corporation (IC-DISC) that transacts certain international sales on behalf of NWL and receives commissions from NWL. The financial statements of the Company and NWLIS are combined because they are commonly-owned and controlled. The combined financial statements include the accounts of NWLIS despite Megatran having no direct ownership in NWLIS. The carrying amount of the assets included in the Company's combined balance sheets for NWLIS is
$5,958 for June 30, 2024 and 2023.
(2)
|
Summary of Significant Accounting Policies
|
Principles of Combination
The combined financial statements include the accounts of Megatran, NWL, Hunter, NWLIS and NWL Europe. All significant intercompany transactions and balances have been eliminated in combination.
Accounts Receivable and Allowance for Credit Losses
Trade accounts receivable are stated at the amount the Company expects to collect. The Company maintains allowances for credit losses for estimated losses resulting from the inability of its customers to make required payments. Management evaluates its historical loss experience and applies this historical loss ratio to financial assets with similar characteristics. The Company's historical loss ratio or its determination of risk pools may be adjusted for changes in customer, economic, market or other circumstances. Significant past due balances over 90 days and other higher risk amounts are reviewed individually for collectability based on the following customer specific factors: customer credit-worthiness, past transaction history with the customer, current economic industry trends, and changes in customer payment terms. If the financial condition of the Company's customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. Based on management's assessment, the Company provides for estimated uncollectible amounts through a charge to earnings and a credit to a valuation allowance. Balances that remain outstanding after the Company has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. Accounts receivable, net of allowance for credit losses was $21,383,043 and
$16,925,825 as of January 1, 2024 and 2023, respectively.
Megatran Industries, Subsidiaries and Affiliate
Notes to Combined Financial Statements
(2)
|
Summary of Significant Accounting Policies, Continued
|
Concentrations of Risk
Financial instruments that potentially subject the Company to concentrations of risk consist primarily of cash and accounts receivable. The Company maintains its cash with national financial institutions, and, at times, such balances may exceed the FDIC insurance limit. At June 30, 2024, the Company had $3,264,118 of cash in excess of FDIC insured limits.
One customer accounts for approximately 47% of the Company's accounts receivable at June 30, 2024 and one customer accounted for approximately 35% of sales for the six months ended June 30, 2024.
Inventories
Inventories are valued at the lower of cost (first in, first out basis) or net realizable value.
Property, Plant and Equipment
Property, plant and equipment are recorded at cost. Depreciation is calculated based on estimated useful lives of the assets using the straight line method. Maintenance, repairs and betterments are charged to operations as incurred. Renewals and betterments that extend the estimated useful lives of the assets are capitalized.
Revenue Recognition
Revenue is measured based on consideration specified in a contract with a customer. The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as fulfillment costs and are included in cost of goods sold. Revenue from performance obligations satisfied at a point in time consists of sales of power supplies, transformers, and capacitors. These goods and services are sold primarily to governmental entities and manufacturers. Deferred revenue includes amounts that customers pay prior to the shipment of products. Deferred revenue was $4,212,662 and $5,587,693 as of January 1, 2024 and 2023, respectively.
Megatran Industries, Subsidiaries and Affiliate
Notes to Combined Financial Statements
(2)
|
Summary of Significant Accounting Policies, Continued
|
Revenue Recognition, Continued
The Company's principal terms of sale are FOB shipping point and FOB destination and the Company transfers control and records revenue for product sales either upon shipment or delivery to the customer, respectively. The payment terms and conditions in customer contracts vary from 30-90 days from transfer of control. The Company does not have any significant financing components as payment is received at or shortly after the point of sale. Variable consideration, including return and warranty activity, is immaterial to revenue and results of operations.
Investment in Joint Venture
The Company accounts for its investment in joint venture using the equity method (see Note 7).
Goodwill
Goodwill represents the excess of costs over fair value of net assets of businesses acquired. The Company applies the guidance in Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) 2014-18, Accounting for Identifiable Intangible Assets in a Business Combination, which allows entities who meet the definition of a private company to subsume many of the types of customer-related intangible assets that they would otherwise recognize separately into goodwill. This accounting alternative will be applied to any future business combination transactions. As a result of the application of ASU 2014-18, the Company is also required to apply the guidance in FASB ASU 2014-02, Intangibles - Goodwill and Other, which allows the amortization of all existing and new goodwill. Under ASU 2014-02, goodwill is amortized on a straight-line basis over ten years, or less than ten years, if the entity demonstrates that a shorter useful life is more appropriate. In addition, entities are required to test goodwill for impairment only upon the occurrence of a triggering event and, upon adoption of the accounting alternative, an entity must make an accounting policy election to test goodwill for impairment at either the entity level or the reporting unit level. Management has elected to amortize goodwill over ten years and test for impairment at the reporting unit level, should triggering events occur. No triggering events were identified during the six months ended June 30, 2024 and 2023.
Investment in Insurance Captive
The Company participates in a group captive insurance program (Captive) for workers' compensation and general liability insurance. Members pay annual premiums, of which an amount may be refunded to a member depending on the member's individual claims, as well as the Captive's overall claims.
Megatran Industries, Subsidiaries and Affiliate
Notes to Combined Financial Statements
(2)
|
Summary of Significant Accounting Policies, Continued
|
Warranty Reserve
The Company offers warranties on its products ranging from twelve to forty months depending on the product line. Warranty reserves are determined based on management's past experience for returns and warranty claims and are included in accrued expenses.
Research and Development
Research and development costs are expensed as incurred. Research and development expense from continuing operations was approximately $150,000 and $176,000 for the six months ended June 30, 2024 and 2023, respectively.
Variable Interest Entities
FASB Accounting Standards Codification (ASC) 810, Consolidation, provides guidance in determining when variable interest entities (VIE) should be consolidated in the financial statements of the primary beneficiary. If the Company is deemed to have a controlling financial interest as a result of having the power to direct the activities that most significantly impact the entity's economic performance, and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE, the VIE is to be consolidated within the financial statements of the Company. NWLIS has been determined to be a VIE of the Company as NWLIS is dependent on the commission revenue from NWL. Since all rights, obligations and the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are held by the owners of NWLIS and not by the Company, the Company has determined that it is not the primary beneficiary of NWLIS and therefore, NWLIS will be combined and not consolidated into the financial statements. The Company does not believe there is any exposure to loss as a result of transactions with NWLIS.
Income Taxes
Effective January 1, 2015, Megatran, NWL and Hunter elected to be taxed as S corporations under the provisions of the Internal Revenue Code. Under those provisions, the Company does not pay federal or state corporate income taxes because the Company's taxable income is passed through to the tax returns of the stockholders. Accordingly, no provision is made for federal or state income taxes. However, it is common for the Company to make distributions to the stockholders to pay the income taxes relating to the Company's income that is passed through to the stockholders' tax returns. Effective January 1, 2023, Megatran Industries, Inc. & Subsidiaries elected into the New Jersey Pass-Through Business Alternative Income Tax which will subject the Company to New Jersey state tax on New Jersey allocated income. The tax provision for New Jersey income tax for the six months ended June 30, 2024 and 2023 were deemed insignificant to the consolidated financial statements. Accordingly, no provision is made for federal or state income taxes.
Megatran Industries, Subsidiaries and Affiliate
Notes to Combined Financial Statements
(2)
|
Summary of Significant Accounting Policies, Continued
|
Income Taxes, Continued
The stockholders of NWLIS have elected to treat NWLIS as an IC-DISC for federal income tax purposes. NWLIS does not pay federal or state corporate income taxes because NWLIS' taxable income is passed through to the tax returns of the stockholders. Accordingly, no provision is made for federal or state income taxes.
FASB ASC 740, Income Taxes, clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements. FASB ASC 740 prescribes a more-likely-than-not recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken. In addition, FASB ASC 740 provides guidance on derecognition, classification and disclosure. In addition to its federal returns, the Company files income tax returns in New Jersey and North Carolina. The Company is no longer subject to federal, state, or local tax examinations by tax authorities for years before 2020. It is difficult to predict the timing and resolution of any particular uncertain tax position. Based on the Company's assessment of many factors, including past experience and complex judgments about future events, the Company does not currently anticipate significant changes in its tax positions over the next twelve months.
Foreign Currency Translation
Foreign currency translation adjustments are included in other comprehensive income and are reflected in accumulated other comprehensive loss in the accompanying combined balance sheets.
Use of Estimates
The preparation of the combined financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the combined financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
Subsequent Events
Management has evaluated subsequent events through July 30, 2024, the date on which the combined financial statements were available to be issued.
Megatran Industries, Subsidiaries and Affiliate
Notes to Combined Financial Statements
Inventories, net comprise the following at June 30:
|
|
2024 |
|
|
2023
|
|
Raw material
|
|
$ |
15,870,464 |
|
|
$ |
13,167,500 |
|
Work-in-process
|
|
|
4,408,826 |
|
|
|
4,929,349 |
|
Finished goods
|
|
|
2,250,662 |
|
|
|
2,359,958 |
|
|
|
|
22,529,952 |
|
|
|
20,456,807 |
|
Reserve for obsolescence
|
|
|
(1,323,152 |
) |
|
|
(850,965 |
) |
|
|
$ |
21,206,800 |
|
|
$ |
19,605,842 |
|
(4)
|
Advances to Stockholders
|
Advances to stockholders are unsecured, noninterest bearing advances. These advances do not have set repayment dates.
(5)
|
Property, Plant and Equipment, net
|
Property, plant and equipment, net comprise the following at June 30:
|
|
2024 |
|
|
2023 |
|
|
Estimated
Useful Lives Years
|
|
Land
|
|
$ |
303,348 |
|
|
$ |
303,348 |
|
|
|
|
|
|
|
Buildings and building improvements
|
|
|
6,379,579 |
|
|
|
6,192,207 |
|
|
|
7 |
- |
39 |
|
Machinery and equipment
|
|
|
8,562,164 |
|
|
|
7,793,479 |
|
|
|
7 |
- |
10 |
|
Solar equipment
|
|
|
5,667,333 |
|
|
|
5,667,333 |
|
|
|
7 |
- |
15 |
|
Automobiles and trucks
|
|
|
299,842 |
|
|
|
306,332 |
|
|
|
|
5 |
|
|
Office equipment
|
|
|
551,554 |
|
|
|
551,554 |
|
|
|
5 |
- |
7 |
|
Computer hardware and software
|
|
|
585,606 |
|
|
|
573,811 |
|
|
|
3 |
- |
5 |
|
Construction-in-progress |
|
|
330,625 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
22,680,051 |
|
|
|
21,388,064 |
|
|
|
|
|
|
|
Accumulated depreciation |
|
|
(17,994,528 |
) |
|
|
(17,593,120 |
) |
|
|
|
|
|
|
|
|
$ |
4,685,523 |
|
|
$ |
3,794,944 |
|
|
|
|
|
|
|
Depreciation expense for the six months ended June 30, 2024 and 2023 was $223,290 and $209,277, respectively.
Megatran Industries, Subsidiaries and Affiliate
Notes to Combined Financial Statements
Goodwill, net comprises the following at June 30:
|
|
2024 |
|
|
2023
|
|
CE Power Solutions
|
|
$ |
1,109,989 |
|
|
$ |
1,109,989 |
|
BUED
|
|
|
213,305 |
|
|
|
213,305 |
|
|
|
|
1,323,294 |
|
|
|
1,323,294 |
|
Accumulated amortization
|
|
|
(1,163,899 |
) |
|
|
(1,142,569 |
) |
|
|
$ |
159,395 |
|
|
$ |
180,725 |
|
Amortization expense was $10,665 for the six months ended June 30, 2024 and 2023.
(7)
|
Investment in Joint Venture
|
NWL owns 50% of NWL Pacific Inc. Co., LTD. (NWL Pacific) which is a joint venture in South Korea. The joint venture was established on May 12, 1998. The Company's reporting currency is the US dollar while the functional currency of the joint venture is the South Korean Won. The assets, liabilities and equity of the joint venture have been measured at the respective exchange rate as of December 31, 2023 and 2022. The income and expense accounts were remeasured at the average rates in effect during the six months ended June 30, 2024 and 2023 and were determined to be insignificant to the combined financial statements. Remeasurement adjustments are recognized in the year of occurrence and are included as a component of stockholder's equity. In addition, the Company's share of the joint venture's net income or loss is recognized in the year of occurrence.
The Company's investment in the foreign operation is summarized as follows:
|
|
2024 |
|
|
2023 |
|
Investment, January 1 |
|
$ |
2,118,612 |
|
|
$ |
2,059,581 |
|
Company's share of dividends |
|
|
(139,191 |
) |
|
|
(138,263 |
) |
Investment, June 30 |
|
$ |
1,979,421 |
|
|
$ |
1,921,318 |
|
Megatran Industries, Subsidiaries and Affiliate
Notes to Combined Financial Statements
(7)
|
Investment in Joint Venture, Continued
|
Presented below are the summary balance sheets and summary of operations of the foreign operation based on the annual audited financial statements of NWL Pacific:
|
|
12/31/2023 |
|
|
12/31/2022 |
|
Assets: |
|
|
|
|
|
|
|
|
Current assets
|
|
$ |
5,255,791 |
|
|
$ |
6,668,330 |
|
Noncurrent assets
|
|
|
493,865 |
|
|
|
540,698 |
|
Total assets
|
|
$ |
5,749,656 |
|
|
$ |
7,209,028 |
|
|
|
|
|
|
|
|
|
|
Liabilities and stockholders' equity: |
|
|
|
|
|
|
|
|
Current liabilities
|
|
$ |
1,512,433 |
|
|
$ |
3,089,865 |
|
Equity
|
|
|
4,237,223 |
|
|
|
4,119,163 |
|
Total liabilities and equity
|
|
$ |
5,749,656 |
|
|
$ |
7,209,028 |
|
|
|
|
|
|
|
|
|
|
Operations: |
|
|
|
|
|
|
|
|
Sales
|
|
$ |
8,299,324 |
|
|
$ |
9,195,244 |
|
Cost of sales
|
|
|
(5,540,671 |
) |
|
|
(6,201,536 |
) |
Selling, general and administrative expenses
|
|
|
(1,813,830 |
) |
|
|
(1,853,003 |
) |
Other expense
|
|
|
(83,609 |
) |
|
|
(181,825 |
) |
Net income
|
|
$ |
861,214 |
|
|
$ |
958,880 |
|
(8)
|
Related Party Transactions
|
During the six months ended June 30, 2024 and 2023, the Company sold $596,791 and $709,992, respectively, of product to NWL Pacific. The Company has $488,346 and $860,690, respectively, included in accounts receivable from NWL Pacific at June 30, 2024 and 2023.
The Company has a $5,000,000 working line of credit with a commercial bank that expires in August 2024. The balance on the line of credit was $3,000,000 and $2,000,000 as of June 30, 2024 and 2023, respectively. Borrowings on the line of credit bear interest at the daily LIBOR rate plus 1.80% (7.11% at June 30, 2024). Up to $5,000,000 of the working line of credit may be used towards letters of credit. There are no outstanding letters of credit at June 30, 2024 and 2023. The line is collateralized by the assets of the Company.
Megatran Industries, Subsidiaries and Affiliate
Notes to Combined Financial Statements
Long-term debt comprises the following at June 30, 2023:
Equipment loan, payable in monthly installments of$5,868 including interest at 5.63%. The loan is collateralized by the equipment and matures in November 2023. |
|
$ |
34,425 |
|
Current portion |
|
|
(34,425 |
) |
|
|
$ |
- |
|
NWL maintains a 401(k) plan to provide retirement benefits to its employees. Employee contributions are limited by Internal Revenue Service regulations. Total Company matching contributions and profit sharing contributions were $371,667 and $247,356 for the six months ended June 30, 2024 and 2023, respectively.
The Company maintains a self-insured program for all of its employees' health care costs. The Company is liable for paid claims up to $175,000 per participant, annually, unlimited for a covered person's lifetime, and aggregate claims up to $3,501,236 annually. The program has an insurance stop loss policy for claims in excess of $175,000 per participant and aggregate claims in excess of $3,501,236. The maximum reimbursement under the insurance stop loss policy is $1,000,000. Self- insurance costs are accrued based on the aggregate liability for reported claims and an estimated liability for claims incurred but not reported. The accrued liability under the self-insurance program as of June 30, 2024 and 2023 was approximately $177,000 and $719,000, respectively, and is included in accrued expenses on the accompanying combined balance sheets.
SUPPLEMENTARY INFORMATION
Schedule I
Megatran Industries, Subsidiaries and Affiliate
Supplementary Information
Combined Schedules of Cost of Goods Sold
For the Six Months Ended June 30, 2024 and 2023
|
|
|
|
|
|
% of Net
|
|
|
|
|
|
|
% of Net
|
|
|
|
2024
|
|
|
Sales
|
|
|
2023
|
|
|
Sales
|
|
Direct costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct materials
|
|
$ |
17,026,853 |
|
|
|
44.5 |
% |
|
$ |
17,791,796 |
|
|
|
49.7 |
% |
Direct labor
|
|
|
4,105,750 |
|
|
|
10.7 |
|
|
|
4,318,959 |
|
|
|
12.1 |
|
|
|
|
21,132,603 |
|
|
|
55.2 |
|
|
|
22,110,755 |
|
|
|
61.8 |
|
Indirect costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Personnel:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wages
|
|
|
1,892,168 |
|
|
|
4.9 |
|
|
|
1,738,473 |
|
|
|
4.9 |
|
Employee benefits
|
|
|
1,053,333 |
|
|
|
2.7 |
|
|
|
1,053,383 |
|
|
|
2.9 |
|
Payroll taxes
|
|
|
866,587 |
|
|
|
2.3 |
|
|
|
790,405 |
|
|
|
2.2 |
|
Recruitment
|
|
|
70,505 |
|
|
|
0.2 |
|
|
|
75,934 |
|
|
|
0.2 |
|
|
|
|
3,882,593 |
|
|
|
10.1 |
|
|
|
3,658,195 |
|
|
|
10.2 |
|
Manufacturing:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Production supplies
|
|
|
249,419 |
|
|
|
0.7 |
|
|
|
270,499 |
|
|
|
0.8 |
|
Sub-contract services
|
|
|
107,812 |
|
|
|
0.3 |
|
|
|
219,400 |
|
|
|
0.6 |
|
Manufacturing - development
|
|
|
78,426 |
|
|
|
0.2 |
|
|
|
81,850 |
|
|
|
0.2 |
|
Manufacturing - miscellaneous
|
|
|
340,059 |
|
|
|
0.9 |
|
|
|
349,124 |
|
|
|
1.0 |
|
Small tools
|
|
|
33,928 |
|
|
|
0.1 |
|
|
|
94,105 |
|
|
|
0.3 |
|
Quality control
|
|
|
12,591 |
|
|
|
- |
|
|
|
13,248 |
|
|
|
- |
|
Overhead allocation, net
|
|
|
29,299 |
|
|
|
0.1 |
|
|
|
18,150 |
|
|
|
0.1 |
|
|
|
|
851,534 |
|
|
|
2.3 |
|
|
|
1,046,376 |
|
|
|
3.0 |
|
Facilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repairs and maintenance
|
|
|
318,800 |
|
|
|
0.8 |
|
|
|
297,597 |
|
|
|
0.8 |
|
Depreciation
|
|
|
189,192 |
|
|
|
0.5 |
|
|
|
175,020 |
|
|
|
0.5 |
|
Utilities
|
|
|
154,695 |
|
|
|
0.4 |
|
|
|
133,340 |
|
|
|
0.4 |
|
Insurance
|
|
|
329,183 |
|
|
|
0.9 |
|
|
|
269,193 |
|
|
|
0.8 |
|
Property and sales taxes
|
|
|
139,994 |
|
|
|
0.4 |
|
|
|
135,317 |
|
|
|
0.4 |
|
|
|
|
1,131,864 |
|
|
|
3.0 |
|
|
|
1,010,467 |
|
|
|
2.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total indirect costs
|
|
|
5,865,991 |
|
|
|
15.4 |
|
|
|
5,715,038 |
|
|
|
16.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of goods sold
|
|
$ |
26,998,594 |
|
|
|
70.5 |
% |
|
$ |
27,825,793 |
|
|
|
77.7 |
% |
See accompanying notes to combined financial statements.
Schedule II
Megatran Industries, Subsidiaries and Affiliate
Supplementary Information
Combined Schedules of Selling, General and Administrative Expenses
For the Six Months Ended June 30, 2024 and 2023
|
|
|
|
|
|
% of Net
|
|
|
|
|
|
|
% of Net
|
|
|
|
2024 |
|
|
Sales
|
|
|
2023
|
|
|
Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling
|
|
$ |
75,824 |
|
|
|
0.2 |
% |
|
$ |
34,622 |
|
|
|
0.1 |
% |
Service calls
|
|
|
197,975 |
|
|
|
0.5 |
|
|
|
170,077 |
|
|
|
0.5 |
|
Travel
|
|
|
16,365 |
|
|
|
- |
|
|
|
46,379 |
|
|
|
0.1 |
|
Commissions
|
|
|
77,139 |
|
|
|
0.2 |
|
|
|
56,792 |
|
|
|
0.2 |
|
Advertising and marketing
|
|
|
4,681 |
|
|
|
- |
|
|
|
10,469 |
|
|
|
- |
|
Automobile
|
|
|
1,549 |
|
|
|
- |
|
|
|
489 |
|
|
|
- |
|
Wages
|
|
|
3,843,904 |
|
|
|
10.0 |
|
|
|
2,902,706 |
|
|
|
8.1 |
|
Employee benefits
|
|
|
695,798 |
|
|
|
1.8 |
|
|
|
613,729 |
|
|
|
1.7 |
|
Employee welfare
|
|
|
49,951 |
|
|
|
0.1 |
|
|
|
27,738 |
|
|
|
0.1 |
|
Employee education
|
|
|
33,229 |
|
|
|
0.1 |
|
|
|
30,387 |
|
|
|
0.1 |
|
Retirement plan
|
|
|
247,276 |
|
|
|
0.6 |
|
|
|
240,000 |
|
|
|
0.7 |
|
Depreciation
|
|
|
34,098 |
|
|
|
0.1 |
|
|
|
34,257 |
|
|
|
0.1 |
|
Amortization
|
|
|
10,665 |
|
|
|
- |
|
|
|
10,665 |
|
|
|
- |
|
Professional fees
|
|
|
303,926 |
|
|
|
0.8 |
|
|
|
211,156 |
|
|
|
0.6 |
|
Engineering
|
|
|
106,023 |
|
|
|
0.3 |
|
|
|
190,310 |
|
|
|
0.5 |
|
Lease expense
|
|
|
10,850 |
|
|
|
- |
|
|
|
10,342 |
|
|
|
- |
|
Bad debt expense
|
|
|
42,221 |
|
|
|
0.1 |
|
|
|
- |
|
|
|
- |
|
Miscellaneous
|
|
|
195,635 |
|
|
|
0.5 |
|
|
|
107,457 |
|
|
|
0.3 |
|
Computer expenses
|
|
|
196,045 |
|
|
|
0.5 |
|
|
|
122,985 |
|
|
|
0.3 |
|
Telephone
|
|
|
30,823 |
|
|
|
0.1 |
|
|
|
26,840 |
|
|
|
0.1 |
|
Office expense
|
|
|
15,987 |
|
|
|
- |
|
|
|
30,962 |
|
|
|
0.1 |
|
Payroll service
|
|
|
98,368 |
|
|
|
0.3 |
|
|
|
87,306 |
|
|
|
0.2 |
|
Taxes
|
|
|
25,489 |
|
|
|
0.1 |
|
|
|
744 |
|
|
|
- |
|
Bank charges
|
|
|
27,552 |
|
|
|
0.1 |
|
|
|
18,351 |
|
|
|
0.1 |
|
|
|
$ |
6,341,373 |
|
|
|
16.6 |
% |
|
$ |
4,984,763 |
|
|
|
13.9 |
% |
See accompanying notes to combined financial statements.
Schedule III
Megatran Industries, Subsidiaries and Affiliate
Supplementary Information
Combined Schedules of Other, Net
For the Six Months Ended June 30, 2024 and 2023
|
|
2024 |
|
|
% of Net
Sales
|
|
|
2023 |
|
|
% of Net
Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State income taxes
|
|
$ |
(58,055 |
) |
|
|
(0.1 |
) |
|
$ |
(3,086 |
) |
|
|
- |
|
Interest income (expense), net
|
|
|
269 |
|
|
|
- |
|
|
|
(16,310 |
) |
|
|
- |
|
License fee income
|
|
|
9,540 |
|
|
|
- |
|
|
|
48,931 |
|
|
|
- |
|
Miscellaneous income (loss)
|
|
|
(184 |
) |
|
|
- |
|
|
|
57,008 |
|
|
|
0.2 |
|
|
|
$ |
(48,430 |
) |
|
|
(0.1 |
)% |
|
$ |
86,543 |
|
|
|
0.2 |
% |
See accompanying notes to combined financial statements.
Exhibit 99.3
Unaudited Pro Forma Condensed Consolidated Financial Data
On August 1, 2024, American Superconductor Corporation (“AMSC” or the “Company”), entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with each of the sellers listed on the signature pages thereto (each, a “Selling Stockholder” and collectively, the “Selling Stockholders”), Megatran Industries, Inc, a New Jersey corporation (“Megatran”) and James David Seitz, an individual, solely in his capacity as the stockholder representative thereunder (the “Stockholder Representative”).
Pursuant to the terms of the Stock Purchase Agreement and concurrently with entering into such agreement, the Company purchased all of the issued and outstanding shares of Megatran (collectively, the “Acquired Interests”) for aggregate consideration in an amount equal to $61,350,000 (the “Purchase Price”), which consideration amount shall be subject to various adjustments set forth in the Stock Purchase Agreement (including those described below) and consists of: (a) (i) $25,000,000, minus (ii) the Indebtedness (as defined in the Stock Purchase Agreement) outstanding as of immediately prior to the closing, minus (iii) Company Expenses (as defined in the Stock Purchase Agreement) (collectively, the “Cash Purchase Price”); (b) a number of restricted shares (rounded up or down to the nearest whole share, as applicable) (the “Company Shares”) of the Company’s common stock, $.01 par value per share (“Common Stock”) equal to the quotient obtained by dividing (x) $31,350,000 (the “Share Purchase Price”) by (y) the closing price per share of Common Stock on the Nasdaq Global Select Market on the last trading day immediately preceding the Closing Date; and (c) an additional cash payment equal to $5,000,000, as adjusted pursuant to Sections 5.6(c), (d), and (f) of the Stock Purchase Agreement (the “Additional Cash Purchase Price”).
The unaudited pro forma condensed consolidated financial information contained herein is based on the historical financial statements of AMSC, and the historical financial statements of Megatran, which are filed as Exhibit 99.1 and Exhibit 99.2 to this Current Report on Form 8-K/A, and has been adjusted to give effect to AMSC’s acquisition of Megatran, which was accounted for under the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations.
The historical financials of Megatran were prepared under the standards for private companies and as such reflect accounting for Goodwill according to guidance in Financial Accounting Standards Board (FASB) Accounting Standards Updated (ASU) 2014-18, Accounting for Identifiable Intangible Assets in a Business Combination, which allows entities who meet the definition of a private company to subsume many of the types of customer-related intangible assets that they would otherwise recognize separately into goodwill. As a result of the application of ASU 2014-18, Megatran also applied guidance in FASB ASU 2014-02, Intangibles- Goodwill and Other which allows amortization of all existing goodwill for private companies. Megatran amortized goodwill over 10 years and tested for impairment at the reporting unit should a triggering event occurs. No triggering events occurred in the reporting periods ended December 31, 2023 and December 31, 2022. Management considered the difference in accounting treatment from Accounting Standards Codification ("ASC") 805, Business Combinations and ASC 350-20 for public companies, as goodwill is not amortized for public reporting companies. Management concluded the impact of amortizing the goodwill by Megatran would not materially change the financial results used to derive the pro forma condensed consolidated financial information contained herein.
The unaudited pro forma condensed consolidated balance sheet as of June 30, 2024 is presented as if the Acquisition (as defined below) had occurred on June 30, 2024 and is based on the unaudited condensed consolidated balance sheet of AMSC as of June 30, 2024 (as filed with the Securities and Exchange Commission (“SEC”) in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2024) and the unaudited condensed combined balance sheet of Megatran as of June 30, 2024, which has been derived from its underlying accounting records.
The unaudited pro forma condensed consolidated statement of operations for the three months ended June 30, 2024 is presented as if the Acquisition had occurred on April 1, 2024 and is based upon the unaudited condensed consolidated statement of operations of AMSC for the three months ended June 30, 2024 (as filed with the SEC in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2024) and the unaudited condensed consolidated statement of operations of Megatran for the three months ended June 30, 2024, which has been derived from its underlying accounting records.
The unaudited pro forma condensed consolidated statement of operations for the year ended March 31, 2024 is presented as if the Acquisition had occurred on April 1, 2023 and is based upon the audited consolidated statement of operations of AMSC for the year ended March 31, 2024 (as filed with the SEC in its Annual Report on Form 10-K for the year ended March 31, 2024) and the audited combined statement of operations and comprehensive income of Megatran for the year ended December 31, 2023 (included in Exhibit 99.1 to this Current Report on Form 8-K/A).
The unaudited pro forma condensed consolidated statements of operations reflect only pro forma adjustments that are (i) directly attributable to the Acquisition, (ii) factually supportable, and (iii) expected to have a continuing impact on the results of the combined company beyond twelve months and have not been adjusted to reflect any operating efficiencies that may be realized by AMSC as a result of the Acquisition. AMSC expects to incur certain charges and expenses related to integrating the operations of AMSC and Megatran. AMSC is assessing the combined operating structure, business processes, and other assets of these businesses and is developing a combined strategic operating plan. The objective of this plan will be to enhance productivity and efficiency of the combined operations. The unaudited pro forma condensed consolidated statements of operations do not reflect such charges and expenses.
The unaudited pro forma condensed consolidated financial statements are for illustrative purposes only, are hypothetical in nature and do not purport to represent what our results of operations, balance sheet or other financial information would have been if the Acquisition had occurred as of the dates indicated. The unaudited pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable, including an allocation of the purchase price based on an estimate of fair value and excluding certain non-recurring charges as disclosed. These estimates are preliminary and are based on information currently available and could change significantly. The unaudited pro forma condensed consolidated financial statements and the accompanying notes should be read in conjunction with the historical consolidated financial statements, including the related notes, of AMSC included in its Annual Report on Form 10-K for the year ended March 31,2024 and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 and the audited combined financial statements of Megatran included in Exhibit 99.1 and unaudited combined financial statements of Megatran included in Exhibit 99.2 to this Current Report on Form 8-K/A.
AMERICAN SUPERCONDUCTOR CORPORATION
UNAUDITED CONDENSED COMBINED PRO FORMA BALANCE SHEET
June 30, 2024
|
|
|
|
|
|
|
Pro Forma Adj
|
|
|
Combined
|
|
|
AMSC As Reported
|
|
Megatran As Reported
|
|
for Acquisition
|
|
|
Pro Forma
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
$ |
93,455 |
|
$ |
2,545 |
|
$ |
(3,975 |
) |
(k)
|
$ |
92,025 |
|
Accounts receivable, net
|
|
23,529 |
|
|
20,036 |
|
|
- |
|
|
|
43,565 |
|
Inventory
|
|
45,149 |
|
|
21,207 |
|
|
728 |
|
(a)
|
|
67,084 |
|
Prepaid expenses and other current assets
|
|
10,424 |
|
|
1,457 |
|
|
- |
|
|
|
11,881 |
|
Restricted cash
|
|
468 |
|
|
- |
|
|
- |
|
|
|
468 |
|
Total current assets
|
|
173,025 |
|
|
45,246 |
|
|
(3,247 |
) |
|
|
215,024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net
|
|
10,529 |
|
|
4,686 |
|
|
23,744 |
|
(b)
|
|
38,959 |
|
Intangibles, net
|
|
5,957 |
|
|
- |
|
|
1,940 |
|
(i)
|
|
7,897 |
|
Right-of-use assets
|
|
4,096 |
|
|
- |
|
|
- |
|
|
|
4,096 |
|
Investment in joint venture
|
|
- |
|
|
1,979 |
|
|
(734 |
) |
(j)
|
|
1,245 |
|
Goodwill
|
|
43,471 |
|
|
159 |
|
|
7,141 |
|
(i)
|
|
50,771 |
|
Restricted cash
|
|
1,600 |
|
|
- |
|
|
- |
|
|
|
1,600 |
|
Deferred tax assets
|
|
1,114 |
|
|
- |
|
|
- |
|
|
|
1,114 |
|
Other assets
|
|
351 |
|
|
42 |
|
|
- |
|
|
|
393 |
|
Total assets
|
$ |
240,143 |
|
$ |
52,112 |
|
$ |
28,844 |
|
|
$ |
321,099 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
$ |
22,309 |
|
$ |
4,796 |
|
$ |
550 |
|
(c)
|
$ |
27,655 |
|
Line of credit
|
|
- |
|
|
3,000 |
|
|
(3,000 |
) |
(k)
|
|
- |
|
Accrued distributions
|
|
- |
|
|
975 |
|
|
(975 |
) |
(k)
|
|
0 |
|
Other liabilities
|
|
- |
|
|
120 |
|
|
- |
|
|
|
120 |
|
Lease liability, current portion
|
|
862 |
|
|
- |
|
|
- |
|
|
|
862 |
|
Debt, current portion
|
|
9 |
|
|
- |
|
|
- |
|
|
|
9 |
|
Contingent consideration
|
|
7,020 |
|
|
- |
|
|
- |
|
|
|
7,020 |
|
Deferred revenue, current portion
|
|
55,984 |
|
|
4,217 |
|
|
- |
|
|
|
60,201 |
|
Total current liabilities
|
|
86,184 |
|
|
13,109 |
|
|
(3,425 |
) |
|
|
95,868 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred revenue, long term portion
|
|
6,929 |
|
|
- |
|
|
- |
|
|
|
6,929 |
|
Lease liability, long term portion
|
|
3,359 |
|
|
- |
|
|
- |
|
|
|
3,359 |
|
Deferred tax liabilities
|
|
300 |
|
|
- |
|
|
6,534 |
|
(d)
|
|
6,834 |
|
Other liabilities
|
|
27 |
|
|
- |
|
|
- |
|
|
|
27 |
|
Total liabilities
|
|
96,799 |
|
|
13,109 |
|
|
3,109 |
|
|
|
113,017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
374 |
|
|
45 |
|
|
(32 |
) |
(e)
|
|
387 |
|
Additional paid-in capital
|
|
1,214,320 |
|
|
- |
|
|
61,337 |
|
(e)
|
|
1,275,657 |
|
Treasury stock
|
|
(3,765 |
) |
|
- |
|
|
- |
|
(e)
|
|
(3,765 |
) |
Equity in Investment
|
|
|
|
|
6 |
|
|
(6 |
) |
(e)
|
|
(0 |
) |
Accumulated other comprehensive loss
|
|
1,597 |
|
|
(334 |
) |
|
334 |
|
(e)
|
|
1,597 |
|
Retained Earnings
|
|
(1,069,182 |
) |
|
39,286 |
|
|
(35,898 |
) |
(e)
|
|
(1,065,794 |
) |
Total stockholders' equity
|
|
143,344 |
|
|
39,003 |
|
|
25,735 |
|
|
|
208,082 |
|
Total liabilities and stockholders' equity
|
$ |
240,143 |
|
$ |
52,112 |
|
$ |
28,844 |
|
|
$ |
321,099 |
|
AMERICAN SUPERCONDUCTOR CORPORATION
UNAUDITED CONDENSED COMBINED PRO FORMA STATEMENT OF OPERATIONS
For the Fiscal Year Ended March 31, 2024
|
|
Year Ended
|
|
|
|
March 31, 2024
|
|
|
|
AMSC As Reported
|
|
|
Megatran As Reported
|
|
|
Pro Forma Adj for Acquisition
|
|
|
|
Combined Pro Forma
|
|
Revenues
|
|
$ |
145,639 |
|
|
$ |
72,315 |
|
|
$ |
- |
|
|
|
$ |
217,954 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
110,356 |
|
|
|
55,065 |
|
|
|
607 |
|
(f)
|
|
|
166,028 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin
|
|
|
35,283 |
|
|
|
17,250 |
|
|
|
(607 |
) |
|
|
|
51,926 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development
|
|
|
7,991 |
|
|
|
- |
|
|
|
- |
|
|
|
|
7,991 |
|
Selling, general and administrative
|
|
|
31,600 |
|
|
|
11,507 |
|
|
|
780 |
|
(c)
|
|
|
43,887 |
|
Amortization of acquisition-related intangibles
|
|
|
2,152 |
|
|
|
- |
|
|
|
128 |
|
(f)
|
|
|
2,280 |
|
Change in fair value on contingent consideration
|
|
|
4,922 |
|
|
|
- |
|
|
|
- |
|
|
|
|
4,922 |
|
Restructuring
|
|
|
(14 |
) |
|
|
- |
|
|
|
- |
|
|
|
|
(14 |
) |
Total operating expenses
|
|
|
46,651 |
|
|
|
11,507 |
|
|
|
908 |
|
|
|
|
59,066 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit/(loss)
|
|
|
(11,368 |
) |
|
|
5,743 |
|
|
|
(1,515 |
) |
|
|
|
(7,140 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income, net
|
|
|
1,302 |
|
|
|
- |
|
|
|
- |
|
|
|
|
1,302 |
|
Other (expense)/income, net
|
|
|
(736 |
) |
|
|
2,388 |
|
|
|
- |
|
|
|
|
1,652 |
|
Loss before income tax expense
|
|
|
(10,802 |
) |
|
|
8,131 |
|
|
|
(1,515 |
) |
|
|
|
(4,186 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense (benefit)
|
|
|
309 |
|
|
|
- |
|
|
|
(343 |
) |
(g)
|
|
|
(34 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$ |
(11,111 |
) |
|
$ |
8,131 |
|
|
$ |
(1,172 |
) |
|
|
$ |
(4,152 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
(0.37 |
) |
|
|
|
|
|
|
|
|
|
|
$ |
(0.13 |
) |
Diluted
|
|
$ |
(0.37 |
) |
|
|
|
|
|
|
|
|
|
|
$ |
(0.13 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
29,825 |
|
|
|
|
|
|
|
1,298 |
|
(h)
|
|
|
31,123 |
|
Diluted
|
|
|
29,825 |
|
|
|
|
|
|
|
1,298 |
|
|
|
|
31,123 |
|
AMERICAN SUPERCONDUCTOR CORPORATION
UNAUDITED CONDENSED COMBINED PRO FORMA STATEMENT OF OPERATIONS
For the Three Months Ended June 30, 2024
|
|
Three Months Ended
|
|
|
|
June 30, 2024
|
|
|
|
AMSC As Reported
|
|
|
Megatran As Reported
|
|
|
Pro Forma Adj for Acquisition
|
|
|
|
Combined Pro Forma
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$ |
40,290 |
|
|
$ |
19,020 |
|
|
$ |
- |
|
|
|
$ |
59,310 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues
|
|
|
28,065 |
|
|
|
13,946 |
|
|
|
152 |
|
(f)
|
|
|
42,163 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin
|
|
|
12,225 |
|
|
|
5,074 |
|
|
|
(152 |
) |
|
|
|
17,147 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development
|
|
|
2,286 |
|
|
|
- |
|
|
|
- |
|
|
|
|
2,286 |
|
Selling, general and administrative
|
|
|
8,898 |
|
|
|
3,751 |
|
|
|
550 |
|
(c)
|
|
|
13,199 |
|
Amortization of acquisition-related intangibles
|
|
|
412 |
|
|
|
- |
|
|
|
32 |
|
(f)
|
|
|
444 |
|
Change in fair value of contingent consideration
|
|
|
3,920 |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
Total operating expenses
|
|
|
15,516 |
|
|
|
3,751 |
|
|
|
582 |
|
|
|
|
15,929 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit/(loss)
|
|
|
(3,291 |
) |
|
|
1,323 |
|
|
|
(734 |
) |
|
|
|
(2,702 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income, net
|
|
|
1,120 |
|
|
|
- |
|
|
|
- |
|
|
|
|
1,120 |
|
Other (expense)/income, net
|
|
|
(160 |
) |
|
|
9 |
|
|
|
- |
|
|
|
|
(151 |
) |
Loss before income tax expense
|
|
|
(2,331 |
) |
|
|
1,332 |
|
|
|
(734 |
) |
|
|
|
(1,733 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense (benefit)
|
|
|
193 |
|
|
|
- |
|
|
|
(166 |
) |
(g)
|
|
|
27.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$ |
(2,524 |
) |
|
$ |
1,332 |
|
|
$ |
(568 |
) |
|
|
$ |
(1,760 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
(0.07 |
) |
|
|
|
|
|
|
|
|
|
|
$ |
(0.05 |
) |
Diluted
|
|
$ |
(0.07 |
) |
|
|
|
|
|
|
|
|
|
|
$ |
(0.05 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
35,676 |
|
|
|
|
|
|
|
1,298 |
|
(h)
|
|
|
36,974 |
|
Diluted
|
|
|
35,676 |
|
|
|
|
|
|
|
1,298 |
|
|
|
|
36,974 |
|
1. MEGATRAN ACQUISITION
On August 1, 2024, American Superconductor Corporation, a Delaware corporation (“AMSC” or the “Company”), completed the acquisition (the “Acquisition”) of Megatran Industries, Inc, (“Megatran”), a New Jersey corporation, pursuant to a Stock Purchase Agreement (the “Stock Purchase Agreement”) dated August 1, 2024 between the Company and each of the sellers listed on the signature pages thereto (each, a “Selling Stockholder” and collectively, the “Selling Stockholders”), Megatran Industries, Inc, a New Jersey corporation (“Megatran”) and James David Seitz, an individual, solely in his capacity as the stockholder representative thereunder (the “Stockholder Representative”). Pursuant to the Stock Purchase Agreement, the Company purchased from the Selling Stockholders all of the issued and outstanding shares of Megatran for which the Company paid the Selling Stockholders: (a) (i) $25,000,000, minus (ii) the Indebtedness (as defined in the Stock Purchase Agreement) outstanding as of immediately prior to the closing, minus (iii) Company Expenses (as defined in the Stock Purchase Agreement) (collectively, the “Cash Purchase Price”); (b) a number of restricted shares (rounded up or down to the nearest whole share, as applicable) (the “Company Shares”) of the Company’s common stock, $.01 par value per share (“Common Stock”) equal to the quotient obtained by dividing (x) $31,350,000 (the “Share Purchase Price”) by (y) the closing price per share of Common Stock on the Nasdaq Global Select Market on the last trading day immediately preceding the Closing Date; and (c) an additional cash payment equal to $5,000,000, as adjusted pursuant to Sections 5.6(c), (d), and (f) of the Stock Purchase Agreement (the “Additional Cash Purchase Price”). As a result of this transaction, Megatran is a wholly-owned subsidiary of the Company.
The estimated fair value of the common stock issued was determined using $24.16 per share, which was the closing price on the day prior to the day that the Company acquired Megatran.
The following table summarizes the preliminary purchase price allocation at August 1, 2024 (in thousands):
Cash and cash equivalents
|
|
$ |
481 |
|
Investment in joint venture
|
|
|
1,245 |
|
Prepaid and other current assets
|
|
|
1,376 |
|
Accounts receivable
|
|
|
16,734 |
|
Inventory
|
|
|
22,595 |
|
Property plant and equipment
|
|
|
28,430 |
|
Accrued expenses
|
|
|
(3,203 |
) |
Accounts payable
|
|
|
(4,394 |
) |
Deferred revenue
|
|
|
(4,494 |
) |
Other
|
|
|
(166 |
) |
Deferred tax liability
|
|
|
(6,534 |
) |
Net tangible assets/(liabilities)
|
|
|
52,070 |
|
|
|
|
|
|
Backlog
|
|
|
700 |
|
Customer relationships
|
|
|
1,280 |
|
Net identifiable intangible assets
|
|
|
1,980 |
|
|
|
|
|
|
Goodwill
|
|
|
7,300 |
|
|
|
|
|
|
Total purchase consideration
|
|
$ |
61,350 |
|
This purchase price allocation is preliminary and has not been finalized in that the analysis on the assets and liabilities acquired, primarily the tax related liability, may require further adjustments to our purchase accounting that could result in a measurement adjustment that would impact our reported net assets and Goodwill as of August 1, 2024. Material changes, if any, to the preliminary allocation summarized above will be reported once the related uncertainties are resolved, but no later than August 1, 2025. The $6.5 million of deferred tax liability is primarily related to property, plant and equipment. We have concluded that, based on the standard set forth in ASC 740, Accounting for Income Taxes, it is more likely than not that we will realize the expenses from these deferred tax liabilities.
The excess of the purchase price over estimated fair values assigned to the identifiable tangible and intangible assets acquired and liabilities assumed is $7.3 million, which represents the amount of non-deductible goodwill resulting from the Megatran acquisition. In accordance with ASC 350, Intangible – Goodwill and Other Assets, we will test goodwill for impairment on an annual basis and between annual tests if we become aware of any events occurring or changes in circumstances that would indicate a reduction in the fair value of the goodwill below its carrying amount.
2. BASIS OF PRO FORMA PRESENTATION
The unaudited condensed combined pro forma balance sheet as of June 30, 2024 gives pro forma effect to the Acquisition as if the Acquisition had occurred on June 30, 2024. The Acquisition will be accounted for by the purchase method of accounting pursuant to which the purchase price is allocated among the acquired tangible and intangible assets and assumed liabilities in accordance with estimates of their fair values on the date of acquisition. The unaudited condensed combined pro forma balance sheet as of June 30, 2024 was prepared by combining the Company’s historical unaudited condensed combined pro forma balance sheet as of June 30, 2024 with Megatran’s historical unaudited combined balance sheet as of June 30, 2024.
The unaudited condensed combined pro forma statement of operations for the last full fiscal year was prepared by combining the Company’s historical audited statement of operations for the fiscal year ended March 31, 2024 with Megatran’s historical audited statement of operations and comprehensive income for the fiscal year ended December 31, 2023. The unaudited condensed combined pro forma statement of operations for the three months ended June 30, 2024 was prepared by combining the Company’s historical unaudited statement of operations for the three months ended June 30, 2024 with Megatran’s historical unaudited statement of operations and comprehensive income for the three months ended June 30, 2024. The unaudited condensed combined pro forma statements of operations for the twelve months ended March 31, 2024 and the three months ended June 30, 2024 give pro forma effect to the Acquisition as if the transaction had occurred on April 1, 2023 or April 1, 2024, respectively.
The pro forma adjustments represent the Company’s preliminary determination of purchase accounting adjustments and are based upon available information and certain assumptions that Company believes to be reasonable under the circumstances. The pro forma adjustments and certain assumptions are described in the accompanying notes. The allocation of the purchase price is preliminary and may be revised upon the completion of the review of the fair value accounting and tax impacts from acquisitions, which is in progress. The final allocation of purchase price could differ materially from estimated allocated amounts included in these pro forma financial statements. The unaudited condensed combined pro forma financial information presented below does not purport to be indicative of the financial position or results of operations of the Company had such transactions actually been completed as of the assumed dates and for the periods presented, or which may be obtained in the future.
The following summarizes the preliminary estimated purchase price paid to Megatran and used in the allocation to account for Acquisition (in millions):
Cash payment |
30.0 |
Issuance of 1,297,600 shares of Company’s Common Stock |
31.4 |
The value of the proceeds from the issuance of the shares of the Company's common stock, for the purpose of determining the accounting purchase price, was determined based on the closing price on the day prior to the acquisition of Megatran.
3. PRO FORMA ADJUSTMENTS
The following pro forma adjustments (including eliminations) are included in the unaudited condensed combined pro forma balance sheet and statements of operations:
(a) To record an adjustment to Megatran's inventory to reflect the fair value of inventory, primarily work in progress, at the date of Acquisition. The related expense has not been included as an adjustment to cost of revenue in the pro forma statements of operations because its impact is not expected to recur beyond twelve months from the date of the Acquisition.
|
|
(b) To record an adjustment to Megatran's property, plant and equipment to reflect the fair value of property, plant and equipment at the date of Acquisition. The related depreciation expense has not been included as an adjustment to operating expenses in the pro forma statements of operations because its impact is not expected to be material as the primary asset acquired is land.
|
|
(c) To record an increase in accounts payable for the estimated acquisition transaction costs incurred as of June 30, 2024
|
|
(d) To record preliminary estimated deferred tax liabilities related to the non-deductible identifiable intangible assets, at 22.64% reflecting the federal and state of New Jersey effective tax rate.
|
|
(e) To record the elimination of Megatran's historical retained earnings and equity accounts, and to reflect $61.350 million in cash and the fair value of the equity issuance of 1,297,600 shares of Common Stock for the consideration transferred.
|
|
(f) To record the amortization expense associated with acquired intangible assets including Contractual relationships/backlog and Customer relationships for the fiscal year ended March 31, 2024, and the three months ended June 30, 2024.
|
|
|
Purchase
|
|
|
Estimated
|
|
|
Expense
|
|
|
Expense
|
|
Amortization Method
|
|
|
Price
|
|
|
Useful
|
|
|
allocated for
|
|
|
allocated for
|
|
|
|
|
Allocation
|
|
|
Life
|
|
|
12 months
|
|
|
3 months
|
|
|
|
|
|
|
|
|
(years)
|
|
|
|
|
|
|
|
|
|
|
Intangible asset
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual relationships / backlog
|
|
$ |
700,000 |
|
|
|
2 |
|
|
$ |
606,593 |
|
|
$ |
151,738 |
|
Economic Consumption
|
Total Cost of revenues amortization of intangible
|
|
|
700,000 |
|
|
|
|
|
|
|
606,593 |
|
|
|
151,738 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationships
|
|
|
1,280,000 |
|
|
|
10 |
|
|
|
128,000 |
|
|
|
32,000 |
|
Straight Line
|
Total Selling, general and administrative amortization of intangibles
|
|
|
1,280,000 |
|
|
|
|
|
|
|
128,000 |
|
|
|
32,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total costs in excess of tangible assets
|
|
$ |
1,980,000 |
|
|
|
|
|
|
$ |
734,593 |
|
|
$ |
183,738 |
|
|
(g) To record an estimated income tax benefit on pro forma adjustments to income related to the Acquisition, at 22.64% effective tax rate.
|
|
h) To reflect an increase in the weighted average shares outstanding for the period after giving effect to the issuance of AMSC common stock in connection with the Acquisition.
|
|
(i) To record the estimated value of goodwill acquired, which is estimated as the difference between the purchase price of $61.350 million and the estimated fair value of identifiable assets and liabilities. The goodwill recorded represents the anticipated incremental value of future cash flow potential attributable to the ability to grow the Grid business product lines though Megatran leveraging its customer base.
|
|
(J) To record the estimated fair value of the interest in the joint venture at the date of Acquisition.
|
|
(k) To record the settlement of the line of credit and the accrued stockholders' distribution as of the date of Acquisition.
|
v3.24.2.u1
Document And Entity Information
|
Aug. 01, 2024 |
Document Information [Line Items] |
|
Entity, Registrant Name |
American Superconductor Corporation
|
Document, Type |
8-K/A
|
Document, Period End Date |
Aug. 01, 2024
|
Entity, Incorporation, State or Country Code |
DE
|
Entity, File Number |
000-19672
|
Entity, Tax Identification Number |
04-2959321
|
Entity, Address, Address Line One |
114 East Main Street
|
Entity, Address, City or Town |
Ayer
|
Entity, Address, State or Province |
MA
|
Entity, Address, Postal Zip Code |
01432
|
City Area Code |
978
|
Local Phone Number |
842-3000
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Title of 12(b) Security |
Common Stock
|
Trading Symbol |
AMSC
|
Security Exchange Name |
NASDAQ
|
Entity, Emerging Growth Company |
false
|
Amendment Description |
Form 8-K/A Megatran ProForma
|
Amendment Flag |
true
|
Entity, Central Index Key |
0000880807
|
X |
- DefinitionDescription of changes contained within amended document.
+ References
+ Details
Name: |
dei_AmendmentDescription |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
American Superconductor (NASDAQ:AMSC)
Historical Stock Chart
From Aug 2024 to Sep 2024
American Superconductor (NASDAQ:AMSC)
Historical Stock Chart
From Sep 2023 to Sep 2024