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Note 2 - Acquisitions
12 Months Ended
Dec. 31, 2019
Notes to Financial Statements  
Business Combination Disclosure [Text Block]
2.
     
Acquisitions
 
On
August 5, 2019,
the Company acquired certain assets related to the manufacturing of the EZ Dumper® hydraulic dump inserts for
$0.1
million. The dump inserts are sold through a network of more than
100
dealers across the United States and Canada. As of the effective date of the acquisition, EZ Dumper’s results are included in the Company’s carbon flat products segment.
 
On
January 2, 2019,
the Company acquired substantially all of the net assets of McCullough, based in Kenton, Ohio for
$11.0
million. McCullough was founded in
1965
and manufactures and sells branded self-dumping metal hoppers used in a variety of industrial applications. McCullough’s products are primarily sold through industrial distributors and catalogues. As of the effective date of the acquisition, McCullough’s results are included in the Company’s carbon flat products segment. Upon the acquisition, the Company entered into an amendment to its credit facility to include the eligible assets of McCullough.
 
On
April 2, 2018,
the Company acquired substantially all of the net assets of Berlin Metals, based in Hammond, Indiana, for
$21.9
million. Berlin Metals was founded in
1967
and is
one
of the largest North American service centers processing and distributing prime tin mill products and stainless steel strip in slit coil form. Berlin Metals is also a supplier of galvanized, light gauge cold rolled sheet and strip and other coated metals in coil forms, to customers in the building products, automotive and specialized industrial markets. As of the effective date of the acquisition, Berlin Metals’ results are included in the Company’s specialty metals flat products segment in the Company’s
2018
financial results. Upon the acquisition, the Company entered into an amendment to its credit facility to include the eligible assets of Berlin Metals.
 
The acquisitions are
not
considered significant and thus pro forma information has
not
been provided. The acquisitions were accounted for as business combinations and the assets and liabilities were valued at fair market value. The table below summarizes the final purchase price allocation of the fair market values of the assets acquired and liabilities assumed.
 
   
EZ Dumper
   
McCullough
   
Berlin Metals
 
   
As of
   
As of
   
As of
 
Details of Acquisition (in thousands)
 
August 5, 2019
   
January 2, 2019
   
April 2, 2018
 
Assets acquired
                       
Accounts receivable, net
  $
-
    $
461
    $
6,609
 
Inventories
   
43
     
586
     
14,769
 
Property and equipment
   
67
     
4,138
     
2,898
 
Prepaid expenses and other
   
-
     
-
     
345
 
Goodwill
   
166
     
898
     
-
 
Intangible assets
   
23
     
5,599
     
5,255
 
Total assets acquired
   
299
     
11,682
     
29,876
 
Total liabilities assumed
   
(166
)    
(682
)    
(7,969
)
Cash paid
  $
133
    $
11,000
    $
21,907
 
 
The purchase price allocations presented above is based upon management’s estimate of the fair value of the acquired assets and assumed liabilities using valuation techniques including income, cost and market approaches. The fair value estimates involve the use of estimates and assumptions, including, but
not
limited to, the timing and amounts of future cash flows, revenue growth rates, discount rates, and royalty rates.