Business Combinations and Divestitures

12 Months Ended

Sep. 30, 2023

Business Combination Disclosure [Text Block]

19. BUSINESS COMBINATIONS AND DIVESTITURES

Business combinations

On April 1, 2024, the Company acquired 100% of the equity interests of Greiner Industries, Inc. ("Greiner"), a Mount Joy, Pennsylvania-based structural steel fabrication and services company for an aggregate total purchase price of $70,334. Greiner is part of our Infrastructure Solutions segment and continues to operate under the Greiner name. The acquisition of Greiner expands our geographic footprint, adds custom structural steel fabrication to our product offerings, and provides additional capacity for our existing custom engineered product offerings. In addition to cash consideration, net of cash acquired, of $67,544, the aggregate purchase price also includes contingent consideration of up to $5,000 upon achievement of certain future earnings targets, which was valued at $2,790 as of the date of the acquisition. The fair value of the total consideration for this transaction remains subject to post-closing adjustments as of the date of this Annual Report on Form 10-K.

The Company accounted for the transaction under the acquisition method of accounting, which requires recording assets and liabilities at fair value (Level 3). The total purchase price, and the allocation thereof to the assets acquired and liabilities assumed, is preliminary and subject to change pending the finalization of post-closing working capital adjustments. The preliminary valuation of the assets acquired and liabilities assumed is as follows:


Trade receivables	$	13,971
Other current assets		10,115
Property and equipment		48,209
Intangible assets		2,900
Goodwill		1,565
Current liabilities		(6,426)



Net assets acquired	$	70,334

In connection with this acquisition, we acquired goodwill of $1,565, all of which is tax deductible, attributable to an assembled workforce and other intangibles that do not qualify for separate recognition. The intangible assets acquired primarily consisted of customer relationships, backlog and trade name with a total weighted-average amortization period of 3.5 years.

Greiner contributed $34,038 in revenue and $2,489 in operating income during the year ended September 30, 2024.

We completed no acquisitions in fiscal years 2023 and 2022.

Divestitures

On October 7, 2022, we sold 100% of the membership interests of STR Mechanical, LLC and its subsidiary Technical Services II, LLC (collectively, “STR”). As a result, we recognized a pre-tax gain of $13,045, which was included in “Gain on sale of assets” within our Consolidated Statements of Comprehensive Income for the year ended September 30, 2023. The disposition of STR, which had operated as part of our Commercial & Industrial segment, will not have a material impact on our ongoing results of operations or financial position.