Acquisitions (Tables)
|
12 Months Ended |
Dec. 31, 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 was 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 initial 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 |
|
Earn-out liability |
— |
|
|
(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 was 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 the 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 |
Pro-forma revenues |
$ |
223,969,000 |
|
Pro-forma net income |
1,230,000 |
|
Earnings per share: |
|
Basic |
$ |
0.18 |
|
Diluted |
$ |
0.18 |
|
|