Note 3 - Business Combinations |
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Apr. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Notes to Financial Statements | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business Combination [Text Block] |
April 2026 (Fiscal 2026) Templant Acquisition
On April 1, 2026, the Company completed the acquisition of Templant for total purchase consideration of $11.1 million, net of $1.0 million cash acquired, paid in cash and subject to working capital adjustments. This transaction marked the Company's entry into the U.K. temporary power market, complementing Camfaud’s existing concrete pumping operations in the U.K. and enhancing its ability to support customers across the construction and infrastructure sectors, while advancing the Company's strategy of building a diversified, multi-service platform.
The Company will account for this transaction as a business combination under ASC Topic 805, Business Combinations (“ASC 805”). As of April 30, 2026, the preliminary accounting for the transaction, including the valuation of acquired equipment and intangible assets, was based on the best estimates of management and is subject to revisions based on the final valuations. The preliminary allocation of the $11.1 million purchase consideration as of April 30, 2026 includes property plant and equipment of $6.8 million, intangible assets of $5.3 million, right-of-use operating lease assets of $1.7 million and related operating lease liabilities of $1.7 million, net working capital of $1.3 million, and other tax-related liabilities of $2.2 million. Identifiable intangibles preliminarily recognized include customer relationships of $4.0 million with an estimated useful life of 15 years, trade name of $1.0 million with an indefinite estimated useful life and noncompete agreements of $0.3 million with an estimated useful life of 3 years. The Company has not yet finalized the valuation of certain acquired assets and assumed liabilities, including property, plant and equipment, intangible assets, operating lease right-of-use assets and liabilities, and income tax-related balances. The Company expects to complete its accounting analysis and record the results of the final purchase price allocation within the measurement period and will reflect any adjustments to provisional amounts in the reporting period in which they are determined.
The Templant transaction includes an earnout provision where specific retained employees would potentially receive a cash earnout based on the achievement of specified performance targets over a three-year period ending March 31, 2029. The maximum undiscounted potential payout is million. In accordance with GAAP, the Company evaluates the likelihood of achieving the performance conditions and recognizes the related liability when it is both probable that the conditions will be met and the amount is reasonably estimable. As of April 30, 2026, the Company concluded that these criteria were met and, accordingly, no contingent liability has been recorded. The Company will reassess this conclusion at each reporting period and will recognize expense and a corresponding liability in the period in which the recognition criteria are satisfied.
Unaudited Pro Forma Financial Information
The below unaudited pro forma financial information presents the combined results of operations for the Company and gives effect to the Templant business combination discussed above as if it had occurred on November 1, 2024. The pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the results of operations that would have been realized if the Templant business combination had been completed on November 1, 2024, nor does it purport to project the results of operations of the combined company in future periods. The pro forma financial information does not give effect to any anticipated integration costs related to the acquired company.
Significant pro forma adjustments include (i) transaction costs related to the acquisition and (ii) the recognition of acquired tangible and identifiable intangible assets at their estimated fair values as of November 1, 2024. These assets are depreciated or amortized over their respective estimated useful lives. All adjustments are presented net of applicable tax impacts.
Templant contributed $0.7 million of revenue and $0.1 million of net income for the three months ended April 30, 2026. For the three months ended April 30, 2026, the Company recognized $0.3 million in transaction related costs in connection with the Templant acquisition. |
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