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Note 3 - Business Combination
 3 Months Ended
Dec. 27, 2014
Notes to Financial Statements  
Business Combination Disclosure [Text Block]
(3) Business Combination
 
On August 15, 2014, the Company purchased substantially all of the assets associated with the PC strand business of ASW for an adjusted purchase price of $33.5 million, subject to certain additional post-closing adjustments (the “ASW Acquisition”).
 
ASW manufactured PC strand at facilities located in Houston, Texas and Newnan, Georgia. The Company acquired, among other assets, the accounts receivable and inventories related to ASW’s PC strand business, the production equipment at its facility in Houston, Texas and its production equipment and facility in Newnan, Georgia. Pursuant to an agreement with ASW, the Company is leasing the Houston facility from ASW with an option to purchase it in the future. In addition, the Company assumed certain of ASW’s accounts payable and accrued liabilities related to its PC strand business.
 
 
Following is a summary of the Company’s preliminary allocation of the adjusted purchase price to the fair values of the assets acquired and liabilities assumed as of the date of the ASW Acquisition:
 
(In thousands)
 
 
 
 
Assets acquired:
        
Accounts receivable
   $ 7,854  
Inventories
     6,292  
Other current assets
     786  
Property, plant and equipment
     8,638  
Intangibles
     8,530  
Total assets acquired
   $ 32,100  
         
Liabilities assumed:
        
Accounts payable
   $ 3,240  
Accrued expenses
     2,358  
Total liabilities assumed
     5,598  
Net assets acquired
     26,502  
Purchase price
     33,467  
Goodwill
   $ 6,965  
 
In connection with the ASW Acquisition, the Company acquired intangible assets consisting of customer relationships, developed technology and know-how, and a non-competition agreement. The ASW Acquisition was accounted for as a business purchase pursuant to Accounting Standards Codification (“ASC”) Topic 805,
Business Combinations
. Acquisition and integration costs are not included as components of consideration transferred, but are recorded as expenses in the period in which such costs are incurred.
 
The following unaudited supplemental pro forma financial information reflects the combined results of operations of the Company had the ASW Acquisition occurred at the beginning of fiscal 2013. The pro forma information reflects certain adjustments related to the ASW Acquisition, including adjusted amortization and depreciation expense based on the fair value of the assets acquired and interest expense related to the borrowings on the Company’s revolving credit facility. The pro forma information does not reflect any operating efficiencies or potential cost savings that may result from the ASW Acquisition. Accordingly, this pro forma information is for illustrative purposes and is not intended to represent or be indicative of the actual results of operations of the combined company that may have been achieved had the ASW Acquisition occurred at the beginning of fiscal 2013, nor is it intended to represent or be indicative of future results of operations. The pro forma combined results of operations for the prior year quarter are as follows:
 
 
 
December 28,
 
(In thousands)
 
2013
 
Net sales
   $ 102,747  
Earnings before income taxes
     5,201  
Net earnings
     3,464  
 
Restructuring charges.
Subsequent to the ASW Acquisition, in fiscal 2014 the Company incurred employee separation costs for staffing reductions related to the acquisition. Following is a summary of the restructuring activity during the three-month period ended December 27, 2014:
 
(In thousands)
 		  
Employee
Separation Costs
  
Liability as of September 27, 2014
   $ 1,208  
Cash payments
     (53 )
Liability as of December 27, 2014
   $ 1,155  
 
As of December 27, 2014 and September 27, 2014, the Company recorded a liability of $1.2 million on its consolidated balance sheet for restructuring liabilities, including $0.5 million in accrued expenses and $0.7 million in other liabilities.