Note 3 - Business Combination

6 Months Ended

Mar. 28, 2015

Notes to Financial Statements

Business Combination Disclosure [Text Block]

(3) Business Combination

On August 15, 2014, the Company purchased substantially all of the assets associated with the PC strand business of ASW for a final adjusted purchase price of $33.5 million (the “ASW Acquisition”), net of post-closing adjustments of $480,000.

ASW manufactured PC strand at facilities located in Houston, Texas and Newnan, Georgia. The Company acquired, among other assets, the accounts receivable and inventories related to ASW’s PC strand business, the production equipment at its facility in Houston, Texas and its production equipment and facility in Newnan, Georgia. Pursuant to an agreement with ASW, the Company is leasing the Houston facility from ASW with an option to purchase it in the future. In addition, the Company assumed certain of ASW’s accounts payable and accrued liabilities related to its PC strand business.

Following is a summary of the Company’s final allocation of the adjusted purchase price to the fair values of the assets acquired and liabilities assumed as of the date of the ASW Acquisition:

(In thousands)
Assets acquired:
Accounts receivable	$	7,854
Inventories		6,292
Other current assets		786
Property, plant and equipment		8,638
Intangibles		8,530
Total assets acquired	$	32,100
Liabilities assumed:
Accounts payable	$	3,240
Accrued expenses		2,362
Total liabilities assumed		5,602
Net assets acquired		26,498
Purchase price		33,463
Goodwill	$	6,965

In connection with the ASW Acquisition, the Company acquired intangible assets consisting of customer relationships, developed technology and know-how, and a non-competition agreement. The ASW Acquisition was accounted for as a business purchase pursuant to Accounting Standards Codification (“ASC”) Topic 805,

Business Combinations

. Acquisition and integration costs are not included as components of consideration transferred, but are recorded as expenses in the period in which such costs are incurred.

The following unaudited supplemental pro forma financial information reflects the combined results of operations of the Company had the ASW Acquisition occurred at the beginning of fiscal 2013. The pro forma information reflects certain adjustments related to the ASW Acquisition, including adjusted amortization and depreciation expense based on the fair value of the assets acquired and interest expense related to the borrowings on the Company’s revolving credit facility. The pro forma information does not reflect any operating efficiencies or potential cost savings that may result from the ASW Acquisition. Accordingly, this pro forma information is for illustrative purposes and is not intended to represent or be indicative of the actual results of operations of the combined company that may have been achieved had the ASW Acquisition occurred at the beginning of fiscal 2013, nor is it intended to represent or be indicative of future results of operations. The pro forma combined results of operations for the prior year three- and six-month periods are as follows:

	March 29, 2014
	Three Months		Six Months
(In thousands)	Ended		Ended
Net sales	$	108,518	$	211,265
Earnings before income taxes		6,175		11,376
Net earnings		4,037		7,501

Restructuring charges.

Subsequent to the ASW Acquisition, in fiscal 2014, the Company incurred employee separation costs for staffing reductions associated with the acquisition. In February 2015, the Company elected to consolidate its PC strand operations with the closure of the Newnan, Georgia facility that had been acquired through the ASW Acquisition. The Newnan plant closure was completed in March 2015.

Following is a summary of the restructuring activity and associated costs that were incurred during the three- and six-month periods ended March 28, 2015:

(In thousands)	Asset Impairment			Employee Se paration Costs			Facility Closure Costs			Total
Liability as of September 27, 2014	$	-		$	1,208		$	-		$	1,208
Cash payments		-			(53	)		-			(53	)
Liability as of December 27, 2014		-			1,155			-			1,155
Restructuring charges		237			75			21			333
Cash payments		-			(58	)		(4	)		(62	)
Non-cash charges		(237	)		-			-			(237	)
Liability as of March 28, 2015	$	-		$	1,172		$	17		$	1,189

The Company recorded a liability of $1.2 million on its consolidated balance sheet for restructuring liabilities as of March 28, 2015 and September 27, 2014. As of March 28, 2015, $0.6 million of the restructuring liabilities were recorded in accrued expenses and $0.6 million in other liabilities. As of September 27, 2014, $0.5 million of the restructuring liabilities were recorded in accrued expenses and $0.7 million in other liabilities.

The Company currently expects to incur approximately $0.5 million of additional restructuring charges for equipment relocation and facility closure costs through fiscal 2016.