Note 5 - Business Combination

12 Months Ended

Oct. 02, 2021

Notes to Financial Statements

Business Combination Disclosure [Text Block]

(5) Business Combination

On March 16, 2020, we purchased substantially all of the assets of STM for an adjusted purchase price of $19.4 million, reflecting certain post-closing adjustments (the “STM Acquisition”), which included a $1.0 million holdback that was payable one year from the acquisition date.

STM was a leading manufacturer of PC strand for concrete construction applications. We acquired, among other assets, STM’s accounts receivable, inventories, production equipment and facility located in Summerville, South Carolina, and assumed certain of its accounts payable and accrued liabilities. The STM Acquisition serves to strengthen our competitive position as we contend with increased low-priced import competition.

Following is a summary of the adjusted purchase price to the fair values of the assets acquired and liabilities assumed as of the acquisition date:

(In thousands)
Assets acquired:
Accounts receivable	$	3,829
Inventories		3,172
Other current assets		178
Property, plant and equipment		10,919
Intangibles		970
Total assets acquired	$	19,068
Liabilities assumed:
Accounts payable	$	852
Accrued expenses		312
Total liabilities assumed		1,164
Net assets acquired		17,904
Adjusted purchase price		19,356
Goodwill	$	1,452

In connection with the STM Acquisition, we acquired certain intangible assets including customer relationships, a trade name and non-competition agreement. Goodwill associated with the STM Acquisition, which is deductible for tax purposes, consists largely of the synergies we expect to realize through the integration of the acquired assets with our operations.

The STM Acquisition was accounted for as a business purchase pursuant to ASC Topic 805, “Business Combinations” (“ASC 805”). Under the provisions of ASC 805, acquisition and integration costs are recorded as expenses in the period in which such costs are incurred rather than included as components of consideration transferred.

Following the STM Acquisition, net sales of the STM facility in 2020 were approximately $3.0 million. The actual net sales specifically attributable to the STM Acquisition, however, cannot be quantified due to our integration efforts which involved the reassignment of business between the former STM facility and our existing PC strand facilities. As a result, we have determined that the presentation of STM’s earnings for 2020 is impractical due to the integration of STM’s operations following the STM Acquisition.

The following unaudited supplemental pro forma financial information reflects our combined results of operations had the STM Acquisition occurred at the beginning of 2019. The pro forma information reflects certain adjustments related to the STM Acquisition, including adjusted amortization and depreciation expense based on the fair values of the assets acquired. The pro forma information does not reflect any potential operating efficiencies or cost savings that may result from the STM Acquisition. Accordingly, this pro forma information is for illustrative purposes and is not intended to represent the actual results of operations of the combined company that would have been achieved had the STM Acquisition occurred at the beginning of 2019, nor is it intended to indicate future results of operations. The pro forma combined results of operations for the current and comparative prior year periods are as follows:

	Years Ended
	October 3,		September 28,
(In thousands)	2020		2019
Net sales	$	485,121	$	487,467
Earnings before income taxes		22,628		6,085
Net earnings		16,950		4,542

Restructuring charges. In connection with the STM acquisition, we elected to consolidate our PC strand operations through the closure of the Summerville facility and the redeployment of its equipment to our other three PC strand production facilities located in Gallatin, Tennessee; Houston, Texas; and Sanderson, Florida. Operations at the Summerville facility ceased during the third quarter of 2020. Following is a summary of the restructuring activity during 2021 and 2020:

	Employee			Equipment			Facility						Loss (Gain)
(In thousands)	Separation			Relocation			Closure			Asset			on Sale of
	Costs			Costs			Costs			Impairments			Equipment			Total
2021
Liability as of October 3, 2020	$	-		$	20		$	151		$	-		$	-		$	171
Restructuring charges, net		13			423			1,017			1,415			-			2,868
Cash payments		(13	)		(443	)		(1,178	)		-			-			(1,634	)
Non-cash charges		-			-						(1,415	)		-			(1,415	)
Liability as of October 2, 2021	$	-		$	-		$	(10	)	$	-		$	-		$	(10	)
2020
Restructuring charges, net	$	182		$	482		$	806		$	343		$	(118	)	$	1,695
Cash payments		(182	)		(462	)		(655	)		-			-			(1,299	)
Non-cash charges		-			-			-			(343	)		118			(225	)
Liability as of October 3, 2020	$	-		$	20		$	151		$	-		$	-		$	171

During 2021, we determined the carrying value of the Summerville facility acquired in the STM Acquisition exceeded its fair value, less estimated costs to sell, and recorded an impairment of assets held for sale of $1.4 million within restructuring charges on our consolidated statements of operations for the year. As of October 2, 2021 and October 3, 2020, we recorded a liability of $10,000 and $171,000, respectively, for restructuring liabilities in accrued expenses on our consolidated balance sheet. We do not currently expect to incur any significant restructuring charges during 2022.

Acquisition costs. During 2020, we recorded $195,000 of acquisition-related costs associated with the STM Acquisition for accounting, legal and other professional fees.