v3.25.4
Business Combinations
 12 Months Ended
Dec. 31, 2025
Business Combination [Abstract]  
Business Combinations

15. Business Combinations

 

On May 23, 2024, the Company acquired certain assets of Elite First Aid, Inc ("Elite First Aid"). Based in Wake Forest, NC, Elite First Aid is a leading supplier of tactical, trauma and emergency medical products.

 

The fair value of consideration transferred is as follows:

(dollars in 000’s):

 

Cash

 

$

6,141

 

Contingent consideration

 

$

500

 

Holdback

 

$

500

 

Total

 

$

7,141

 

 

 

 

The purchase price was allocated to assets acquired as follows (in thousands):

 

Assets:

 

 

 

Accounts Receivable

 

$

113

 

Inventory

 

 

1,127

 

Prepaid Expense

 

 

212

 

Intangible Assets

 

 

 

     Customer list

 

 

2,290

 

     Tradename

 

 

1,260

 

     Non-Compete

 

 

420

 

Goodwill

 

 

1,719

 

Total assets

 

$

7,141

 

 

 

 

The acquisition was accounted for as a business combination, pursuant to ASC 805 – Business Combinations. All assets acquired in the acquisition are included in the Company’s United States operating segment. Intangible assets include Customer List, Trade Names, Non-Compete Agreements, and Goodwill, and each were recorded at fair value as of the acquisition date using Level 3 inputs. The useful lives of the identified intangible assets range from 5 years to 15 years. The non-compete has an estimated useful life of 5 years. The tradename and customer list both have 15-year estimated useful lives. The weighted average amortization period of intangibles acquired during the year is 13 years. The excess purchase price over the fair value of the net assets acquired was recorded as goodwill, which is primarily attributable to expanded market opportunities for emergency response products. All goodwill is deductible for tax purposes.

 

The purchase price for the assets was $7,141,000. At closing, the Company paid $6,141,000 to Elite First Aid; the balance of the purchase price, $1,000,000, is subject to holdbacks as follows: (a) $500,000, the payment of which is contingent upon certain revenue milestones during any consecutive 12-month period from May 31, 2024 to December 31, 2025; and (b) $500,000, which is subject to a 13-month holdback as a non-exclusive source of recovery primarily to satisfy indemnification claims under the Asset Purchase Agreement. The acquired business did not meet the required milestones within the allowable period; therefore, the contingent amount was not payable. Accordingly, the Company reversed the related $500,000 liability.

 

Management has determined that providing supplemental pro forma financial information reflecting the combined results of operations as if the acquisition had occurred at the beginning of the prior period is not required, as the impact on the Company’s financial position and results of operations is not significant.

The results of Elite First Aid have been included in the Company’s consolidated financial statements from the acquisition date forward, with no material impact on reported revenue or net income.

 

On October 1, 2025, the Company's German subsidiary acquired the cutting and sharpening lines of business from Schmiedeglut GmbH for approximately $1.6 million.

 

Management has determined that providing supplemental pro forma financial information reflecting the combined results of operations as if the acquisition had occurred at the beginning of the prior period is not required, as the impact on the Company’s financial position and results of operations is not significant.

The results of Schmiedeglut have been included in the Company’s consolidated financial statements from the acquisition date forward, with no material impact on reported revenue or net income.