|
Acquisitions (Tables)
|
12 Months Ended |
|
Jan. 03, 2015
|
| Specialty Pipe And Tube, Inc. [Member] |
|
| Business Acquisition [Line Items] |
|
| Schedule of Sources and Uses of Funds from Acquisition |
A summary of sources and uses of proceeds for the acquisition of Specialty is as follows:
|
|
|
|
|
Sources of funds: |
|
Cash on hand |
$ |
21,490,433 |
|
Proceeds of term loan |
10,000,000 |
|
Total sources of funds |
$ |
31,490,433 |
|
|
|
|
Uses of funds: |
|
|
Acquisition of Specialty's common stock |
$ |
27,496,000 |
|
Cash paid to escrow agent for potential future claims, to be settled within 18 months |
3,248,500 |
|
Cash paid for a portion of the seller's investment banker fee |
745,933 |
|
Total uses of funds |
$ |
31,490,433 |
|
|
| Schedule of fair value of the assets acquired and liabilities assumed |
The current allocation of the total consideration paid to the fair value of the assets acquired and liabilities assumed is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As recorded by Specialty |
|
Purchase accounting and fair value adjustments |
|
As recorded by Synalloy |
Cash |
$ |
12,960 |
|
|
$ |
— |
|
|
$ |
12,960 |
|
Accounts receivable, net |
2,827,251 |
|
|
— |
|
|
2,827,251 |
|
Inventories, net |
17,041,660 |
|
|
(1,516,888 |
) |
|
15,524,772 |
|
Fixed assets |
3,018,416 |
|
|
(67,924 |
) |
|
2,950,492 |
|
Goodwill |
— |
|
|
5,993,705 |
|
|
5,993,705 |
|
Intangible asset - customer base |
— |
|
|
11,457,000 |
|
|
11,457,000 |
|
Contingent consideration |
— |
|
|
(4,773,620 |
) |
|
(4,773,620 |
) |
Other liabilities assumed |
(2,502,127 |
) |
|
— |
|
|
(2,502,127 |
) |
|
$ |
20,398,160 |
|
|
$ |
11,092,273 |
|
|
$ |
31,490,433 |
|
|
| Unaudited pro forma financial information |
The unaudited pro-forma financial information is for information purposes only and is not necessarily indicative of what the results would have been had the acquisition been completed on the date indicated above.
|
|
|
|
|
|
|
|
|
Pro-Forma (Unaudited) |
|
2014 |
|
2013 |
Pro-forma revenues from continuing operations |
$ |
228,647,000 |
|
|
$ |
224,570,000 |
|
Pro-forma net income from continuing operations |
8,928,000 |
|
|
6,459,000 |
|
Earnings per share from continuing operations: |
|
|
|
Basic |
$ |
1.85 |
|
|
$ |
0.93 |
|
Diluted |
$ |
1.85 |
|
|
$ |
0.93 |
|
|
| Color Resources, LLC [Member] |
|
| Business Acquisition [Line Items] |
|
| Schedule of Sources and Uses of Funds from Acquisition |
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 |
|
|
| Schedule of fair value of the assets acquired and liabilities assumed |
The 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 |
|
|
— |
|
|
1,028,082 |
|
|
1,643,080 |
|
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 |
|
|
$ |
1,077,332 |
|
|
$ |
5,627,332 |
|
|
| Schedule of Bargain Purchase Gain Recognized |
Due to the bargain purchase accounting rules, a one-time gain, net of taxes, was recognized during year ended December 28, 2013 as follows:
|
|
|
|
|
|
|
Fair value of net assets acquired |
$ |
5,627,332 |
|
Total consideration paid |
(4,550,000 |
) |
Bargain purchase gain, net of taxes |
$ |
1,077,332 |
|
|
| Unaudited pro forma financial information |
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.
|
|
|
|
|
|
|
|
|
Pro Forma (Unaudited) |
|
2013 |
|
2012 |
Pro forma revenues |
$ |
223,969,000 |
|
|
$ |
204,850,000 |
|
Pro forma net income |
1,230,000 |
|
|
3,599,000 |
|
Earnings per share: |
|
|
|
Basic |
$ |
0.18 |
|
|
$ |
0.57 |
|
Diluted |
$ |
0.18 |
|
|
$ |
0.56 |
|
|
| Palmer of Texas [Member] |
|
| Business Acquisition [Line Items] |
|
| Schedule of fair value of the assets acquired and liabilities assumed |
The allocation of the total consideration paid to the fair value of the assets acquired and liabilities assumed was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As recorded by Palmer |
|
Purchase accounting and fair value adjustments |
|
As recorded by Synalloy |
Cash and cash equivalents |
$ |
1,389,054 |
|
|
$ |
— |
|
|
$ |
1,389,054 |
|
Accounts receivable, net |
4,969,030 |
|
|
— |
|
|
4,969,030 |
|
Inventories, net |
5,678,368 |
|
|
— |
|
|
5,678,368 |
|
Prepaid expenses |
75,804 |
|
|
1,536,000 |
|
|
1,611,804 |
|
Net fixed assets |
4,799,692 |
|
|
2,691,370 |
|
|
7,491,062 |
|
Goodwill |
— |
|
|
15,897,948 |
|
|
15,897,948 |
|
Intangible asset - customer base |
— |
|
|
9,000,000 |
|
|
9,000,000 |
|
Contingent consideration |
— |
|
|
(8,152,031 |
) |
|
(8,152,031 |
) |
Other liabilities assumed |
(6,833,315 |
) |
|
(3,156,711 |
) |
|
(9,990,026 |
) |
|
$ |
10,078,633 |
|
|
$ |
17,816,576 |
|
|
$ |
27,895,209 |
|
|
| Unaudited pro forma financial information |
The unaudited pro forma financial information is for information purposes only and is not necessarily indicative of what the results would have been had the acquisition been completed on the date indicated above.
|
|
|
|
|
|
|
|
|
Pro Forma (Unaudited) |
|
2012 |
|
2011 |
Pro forma revenues |
$ |
220,955,000 |
|
|
$ |
202,689,000 |
|
Pro forma net income |
5,537,000 |
|
|
6,478,000 |
|
Earnings per share: |
|
|
|
|
|
Basic |
$ |
0.87 |
|
|
$ |
1.03 |
|
Diluted |
0.87 |
|
|
1.02 |
|
|