Quarterly report pursuant to Section 13 or 15(d)

Acquisitions (Tables)

v3.25.0.1
Acquisitions (Tables)
 3 Months Ended
Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Summary of Purchase Price Allocation of Purchase of Acquired Identifiable Assets, Liabilities Assumed and Goodwill The table below outlines the purchase price allocation of the purchase for Midwest Grinding to the acquired identifiable assets and liabilities assumed as of December 31, 2024 (in $000’s):
Total purchase price $ 1,000 
Accounts payable 1 
Total consideration 1,001 
Accounts receivable 152 
Other current assets 71 
Property and equipment 738 
Intangible Assets
Customer relationships $ 16 
Trade names 15 
Non-compete agreement 9 
Intangible assets 40 
Total assets acquired 1,001 
Total goodwill $ — 
The fair value of the purchase price components was approximately $13.9 million, as detailed below (in $000's):
Purchase price $ 11,758 
Fair value of contingent consideration 2,000 
Holdback 122 
Net purchase price $ 13,880 
The table below outlines the purchase price allocation for the purchase of Central Steel to the acquired identifiable assets, liabilities assumed, and goodwill as of December 31, 2024 (in $000’s):
Total purchase price $ 13,880 
Accounts payable 464 
Accrued liabilities 969 
Total liabilities assumed 1,433 
Total purchase price plus liabilities assumed 15,313 
Cash 184 
Accounts receivable 2,418 
Inventory 2,171 
Property and equipment 5,034 
Intangible assets
Trade names 400 
Customer relationships 900 
Non-compete 825 
Subtotal intangible assets 2,125 
Other assets 475 
Total assets acquired 12,407 
Total goodwill $ 2,906 
The fair value of the purchase price components outlined above was approximately $2.0 million, as detailed below (in $000's):
Cash $ 500 
Deferred consideration 1,200 
Earnout 301 
Purchase price $ 2,001 
The table below outlines the purchase price allocation of the purchase for Johnson to the acquired identifiable assets and liabilities assumed as of December 31, 2024:
Total purchase price $ 2,001 
Accounts payable 1,017 
Accrued liabilities 1,141 
Total liabilities assumed 2,158 
Total consideration 4,159 
Accounts receivable 1,252 
Inventory 1,127 
Property, plant and equipment 157 
Intangible assets
Customer relationships $ 1,301 
Non-compete agreement 306 
Subtotal intangible assets 1,607 
Other assets 16 
Total assets acquired 4,159 
Total goodwill $ — 
The fair value of the purchase price components was $1.4 million, as detailed below (in $000's):
Cash $ 1,034 
Additional consideration 89 
Holdback 300 
Purchase price $ 1,423 
The table below outlines the purchase price allocation of the purchase for CRO to the acquired identifiable assets, liabilities assumed and goodwill (in $000’s):
Total purchase price $ 1,423 
Accounts payable 770 
Accrued liabilities 1,298 
Total liabilities assumed 2,068 
Total consideration 3,491 
Accounts receivable 259 
Inventory 1,406 
Property and equipment 261 
Intangible assets
Non-compete agreement 1,190 
Subtotal intangible assets 1,190 
Other assets 286 
Total assets acquired 3,402 
Total goodwill $ 89 
Schedule of Disposal Groups, Including Discontinued Operations
On May 24, 2024, CRO Affiliated entered into an asset purchase agreement with the original seller of Johnson under which the original seller agreed to purchase certain assets and assume certain obligations acquired by CRO Affiliated under the
original asset purchase agreement. Consequently, CRO Affiliated recorded a loss on disposition of Johnson’s assets and liabilities of approximately $0.3 million, as detailed in the table below (in $000's):
Accounts payable and accrued liabilities $ 475 
Earnout 307 
Seller note 1,230 
Lease liabilities 2,703 
Total deconsolidation of liabilities 4,715 
Inventory 613 
Property and equipment 206 
ROU assets 2,692 
Intangible assets
Customer relationships 1,224 
Non-compete agreement 281 
Subtotal intangible assets 1,505 
Total deconsolidation of assets 5,016 
Total loss on disposition $ (301)