Quarterly report pursuant to Section 13 or 15(d)

ACQUISITION

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ACQUISITION
 9 Months Ended
Sep. 28, 2013
Business Combinations [Abstract]  
Acquisition
ACQUISITIONS

Acquisition of CRI Tolling, LLC
The Company completed the purchase of the business assets of Color Resources, LLC (“CRI”) and the building and land located in Fountain Inn, South Carolina where CRI was the sole tenant (the “CRI Facility”). CRI Tolling, a South Carolina limited liability company and wholly-owned subsidiary of the Company, will continue CRI’s business as that of a toll manufacturer that provides outside manufacturing resources to global and regional chemical companies. On August 9, 2013, Synalloy purchased the CRI Facility for a total purchase price of $3,450,000. On August 26, 2013, the Company purchased certain assets and assumed certain operating liabilities of CRI through CRI Tolling for a total purchase price of $1,100,000. The assets purchased from CRI included accounts receivable, inventory, certain other assets, and equipment, net of assumed payables. The Company plans to use the acquisition of CRI and the CRI facility to expand its production capacity from its Cleveland, Tennessee facility to further penetrate existing markets, as well as develop new ones, including those in the energy industry. CRI Tolling will operate as a division of Synalloy’s Specialty Chemicals Segment, which includes Manufacturers Chemicals, LLC. The Company viewed both the building and operating assets of CRI together as one business, capable of providing a return to ownership by expanding the Segments' production capacity. Accordingly, the acquisition meets the definition of a business and the transaction is structured in a way it that meets the definition of a business combination.
The transaction is being accounted for using the acquisition method of accounting for business combinations in accordance with generally accepted accounting principles in the United States of America. Under this method, the total consideration transferred to consummate the acquisition is allocated to the identifiable tangible and intangible assets acquired and liabilities assumed based on their respective fair values as of the closing date of the acquisition. The acquisition method of accounting requires extensive use of estimates and judgments to allocate the consideration transferred to the identifiable tangible and intangible assets, if any, acquired and liabilities assumed.
The purchase price for the acquisition of CRI and the CRI Facility was funded through a new term loan with the Company’s bank which is discussed below in Note 10 along with an increase in the Company’s line of credit.
 
A summary of sources and uses of proceeds for the acquisition of CRI and the CRI Facility is as follows:
 
Sources of funds:

Proceeds from term loan
$
4,033,250

Proceeds from line of credit
516,750

Total sources of funds
$
4,550,000

 
 

Uses of funds:
 

Acquisition of CRI Facility
$
3,450,000

Acquisition of certain CRI assets, net of assumed liabilities
1,100,000

Amount received by Company for pro-rated property taxes at close
$
(22,000
)
Total uses of funds
$
4,528,000


The total consideration transferred was allocated to CRI’s net tangible and identifiable assets based on their fair value as of August 26, 2013.  The preliminary allocation of the total consideration to the fair value of the assets acquired and liabilities assumed as of August 26, 2013 is as follows:
 
As recorded by CRI
 
Purchased CRI facility
 
Purchase accounting and fair value adjustments
 
As recorded by Synalloy
Accounts receivable, net
$
623,539

 
$
—

 
$
—

 
$
623,539

Inventories, net
232,771

 
—

 
—

 
232,771

Prepaid expenses
11,695

 
—

 
—

 
11,695

Building and land
—

 
3,450,000

 
650,000

 
4,100,000

Equipment, net
614,998

 
—

 
1,028,072

 
1,643,070

Accounts payable
(365,898
)
 
—

 
—

 
(365,898
)
Accrued liabilities
(17,105
)
 
—

 
—

 
(17,105
)
Deferred tax liability
—

 
—

 
(600,750
)
 
(600,750
)

$
1,100,000

 
$
3,450,000

 
$
1,077,322

 
$
5,627,322

Due to severe financial difficulties CRI was experiencing prior to the acquisition, the Company was able to purchase the land, building and equipment at below market value. Therefore, the overall fair value of the assets acquired by the Company exceeded the amount paid. Upon the determination that the Company was going to recognize a gain related to the bargain purchase of CRI and the CRI Facility, the Company reassessed its assumptions and measurement of identifiable assets acquired and liabilities assumed and concluded that the preliminary valuation procedures and resulting measures were appropriate. Due to the bargain purchase accounting rules, a one-time gain, net of taxes, was recognized during the three and nine month periods ended September 28, 2013 as follows:
 
 
Fair value of net assets acquired
$
5,627,332

Total consideration paid
(4,550,000
)
        Bargain purchase gain
$
1,077,332


The amount of CRI’s revenues and pre-tax earnings included in the Condensed Consolidated Statements of Operations for both the three and nine month periods ended September 28, 2013 were $444,000 and $75,000, respectively. The following unaudited pro forma information is provided to present a summary of the combined results of the Company’s operations with CRI as if the acquisition had occurred on January 1, 2012.  The unaudited pro forma financial information is for informational purposes only and is not necessarily indicative of what the results would have been had the acquisition been completed on the date indicated above.
 
 
Three Months Ended
 
Nine Months Ended
 
Sep 28, 2013
 
Sep 29, 2012
 
Sep 28, 2013

 
Sep 29, 2012
 
 
 

 

 
 
Pro forma revenues
$
55,099,000

 
$
51,934,000

 
$
171,725,000

 
$
150,311,000

Pro forma net income
1,268,000

 
742,000

 
4,141,000

 
3,088,000

Earnings per share:
 
 
 

 
 

 
 
Basic
0.20

 
0.12

 
0.65

 
0.49

Diluted
0.20

 
0.12

 
0.64

 
0.48


Acquisition of Palmer of Texas
On August 21, 2012, the Company completed the purchase of all of the outstanding shares of common stock of Lee-Var, Inc., doing business as Palmer of Texas. Palmer is a manufacturer of liquid storage solutions and separation equipment for the petroleum, municipal water, wastewater, chemical and food industries. The Company viewed the Palmer acquisition as an excellent complement to the Metals Segment as both companies service many of the same markets and the Company has the ability to drive Palmer efficiencies in purchasing and operations. Palmer's results of operations since the acquisition date are reflected in the Company's condensed consolidated statements of operations. Effective January 22, 2013, Lee-Var, Inc.'s name was changed to Palmer of Texas Tanks, Inc.
The purchase price for the acquisition was $25,575,000. The adjustment for working capital increased the purchase price to $26,951,000. In addition, the amount of maintenance capital expenditures over the 18-month period following closing and the final cost of a production expansion capital project currently underway could also result in purchase price adjustments. The former shareholders of Palmer will also have the ability to receive earn-out payments ranging from $2,500,000 to $10,500,000 if the business unit achieves targeted levels of EBITDA, as defined in the stock purchase agreement related to the Palmer transaction, over a three-year period following closing; and the Company will have the ability to claw-back portions of the purchase price over a two-year period following closing if EBITDA falls below baseline levels. Palmer had recorded liabilities of approximately $1,200,000 related to certain contingencies for which the former Palmer shareholders have agreed to indemnify the Company. Accordingly, the Company has carried over these liabilities in its condensed consolidated financial statements and has recorded an asset of approximately $1,200,000 in prepaid expenses reflecting the indemnification against these potential payments.
At the end of each year (based on the acquisition date) for the first three years after acquisition, if EBITDA for the year is below $5,825,000, there will not be an earn-out paid for that year. If EBITDA for the year is greater than $5,825,000 but less than $6,825,000, the former shareholders of Palmer will be paid $2,500,000 for that year. If EBITDA exceeds $6,825,000 for the year, the earn-out would be $3,500,000. At the conclusion of the three-year earn-out period, in the event that the cumulative EBITDA for the earn-out period is more than $17,475,000, the former shareholders of Palmer will receive an additional earn-out payment, if any, as follows. In the event that the cumulative EBITDA for the earn-out period is greater than $17,475,000 but less than $20,475,000, the Company will make an additional earn-out payment so that the total cumulative earn-out payments for the three-year earn-out period equals $7,500,000. If the cumulative EBITDA exceeds $20,475,000, the Company will make an additional earn-out payment so that the total cumulative earn-out payments for the three-year period equals $10,500,000. The Company is currently forecasting earn-out payments totaling $8,500,000, which was discounted at acquisition date to a present value of $8,152,000 using our incremental borrowing rate of two percent. $2,500,000 of this liability was classified as a current liability since the first payment is expected to be made within the year. The various assumptions and projections used in the earn-out projections were reviewed at September 28, 2013 with no additional adjustments required. Any future changes to the projected earn-out payments as a result of our quarterly review of forecasted EBITDA would be reflected as an adjustment to earnings in that period.