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Note 3 - Business Combination

6 Months Ended

Mar. 29, 2025

Notes to Financial Statements

Business Combination Disclosure [Text Block]

(3) Business Combination

Acquisitions have been accounted for as business purchases pursuant to FASB Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”).

Engineered Wire Products, Inc.

On October 21, 2024, we purchased substantially all of the assets, other than cash and accounts receivable, of EWP and certain related assets of LSG (the “EWP Acquisition”) for an adjusted purchase price of $67.0 million, which included a $1.5 million holdback payable by us one year from the acquisition date. Subsequent to the acquisition date, certain of the adjustments to the purchase price totaling $0.8 million were applied to the holdback amount, reducing the holdback to $0.7 million.

EWP was a leading manufacturer of welded wire reinforcement (“WWR”) products for use in nonresidential and residential construction. Under the terms of the EWP Acquisition, Insteel acquired EWP’s inventories, production equipment and production facilities located in Upper Sandusky, Ohio and Warren, Ohio. Insteel also acquired certain equipment from LSG located in Georgetown, South Carolina, but the Georgetown facility was excluded from the acquisition. EWP retained its accounts receivable and accounts payable. The EWP Acquisition was funded with cash on hand. The EWP Acquisition will expand our geographic footprint and is expected to strengthen our competitive position within the Midwest market.

Following is a summary of our preliminary allocation of the purchase price to the fair values of the assets acquired and liabilities assumed as of the acquisition date:

(In thousands)
Assets acquired:
Inventories		$	12,066
Other current assets			171
Property, plant and equipment			16,708
Intangible assets:
Customer relationships			10,800
Non-competition agreement			900
Trade name			350
Patent			200
Right-of-use assets			459
Total assets acquired		$	41,654

Liabilities assumed:
Accrued expenses		$	89
Current operating lease liabilities			128
Non-current operating lease liabilities			331
Total liabilities assumed			548
Net assets acquired			41,106
Adjusted purchase price			67,030
Goodwill		$	25,924

In connection with the EWP Acquisition, we acquired certain intangible assets that will be amortized based on their estimated useful lives of 20.0 years for customer relationships, 4.0 years for a non-competition agreement, 1.0 year for a trade name and 7.0 years for a patent. As we are in the process of finalizing internal and third-party valuations, the provisional estimates of inventories, other current assets, intangible assets, fixed assets, goodwill and certain accrued liabilities are subject to adjustment. Certain measurement period adjustments were recorded in the three-month period ended March 29, 2025, due to the receipt of additional information, regarding the facts and circumstances that existed as of the acquisition date, reducing the purchase price allocation to property, plant, and equipment and increasing goodwill by $1.3 million. This adjustment did not have a material impact on net earnings. We expect to finalize these amounts as soon as practical and no later than one year from the acquisition date. Goodwill associated with the EWP Acquisition, which is deductible for tax purposes, consists largely of the synergies we expect to realize through the integration of the acquired assets with our operations.

Following the EWP Acquisition, net sales of the former EWP facilities for the three- and six-month periods ended March 29, 2025 were approximately $14.4 million and $22.0 million, respectively. The actual net sales specifically attributable to the EWP Acquisition, however, cannot be quantified due to our integration efforts which involved the reassignment of business between the former EWP facilities and our existing WWR facilities. As a result, we have determined that the presentation of EWP’s earnings for the three- and six-month periods ended March 29, 2025 is impracticable due to the integration of EWP’s operations following the EWP Acquisition.

The following unaudited supplemental pro forma financial information reflects our combined results of operations had the EWP Acquisition occurred at the beginning of fiscal 2024. The pro forma information reflects certain adjustments related to the EWP Acquisition, including adjusted amortization and depreciation expense based on the fair values of the assets acquired and adjustments to interest income. The pro forma information does not reflect any potential operating efficiencies or cost savings that may result from the EWP Acquisition. Accordingly, this pro forma information is for illustrative purposes and is not intended to represent the actual results of operations of the combined company that would have been achieved had the EWP Acquisition occurred at the beginning of fiscal 2024, nor is it intended to indicate future results of operations. The pro forma combined results of operations for the three- and six-month periods ending March 29, 2025, and March 30, 2024 are as follows:

		Three Months Ended								Six Months Ended
		March 29,				March 30,				March 29,				March 30,
(In thousands)		2025				2024				2025				2024
Net sales		$	160,656			$	149,493			$	295,582			$	291,245
Earnings before income taxes			13,325				8,810				14,867				7,593
Net earnings			10,230				6,831				11,370				5,945

Restructuring charges. In connection with the EWP acquisition, we elected to consolidate our WWR operations through the closure of the Warren facility and through the redeployment of equipment to our other WWR production facilities. Production at the Warren facility ceased in November 2024, and its orders were distributed to our remaining WWR facilities. We plan to sell the acquired Warren facility, including certain machinery and equipment, totaling $5.5 million within one year. These items have been classified as assets held for sale within other assets on our consolidated balance sheet. Following is a summary of the restructuring activity during the three- and six-month periods ended March 29, 2025:

		Employee				Equipment				Facility				Asset
		Separation Costs				Relocation Costs				Closure Costs				Impairments				Total
(In thousands)
Restructuring charges, net		$	192			$	-			$	212			$	270			$	674
Cash payments			(138	)			-				(137	)			-				(275	)
Non-cash charges			-				-				-				(270	)			(270	)
Liability as of December 28, 2024			54				-				75				-				129
Restructuring charges, net			59				45				123				217				444
Cash payments			(103	)			(17	)			(143	)			-				(263	)
Non-cash charges			-				-				-				(217	)			(217	)
Liability as of March 29, 2025		$	10			$	28			$	55			$	-			$	93

As of March 29, 2025, we recorded a liability of $93,000 for restructuring liabilities in accrued expenses on our consolidated balance sheet. We currently expect to incur approximately $0.7 million of additional restructuring charges for equipment relocation and facility closure costs through fiscal 2025.

Acquisition costs. Under the provisions of ASC 805, acquisition and integration costs are recorded as expenses in the period in which such costs are incurred rather than included as components of consideration transferred. During the three- and six-month periods ended March 29, 2025, we recorded $26,000 and $252,000, respectively, of acquisition-related costs associated with the EWP Acquisition for accounting, legal and other professional fees.

O’Brien Wire Products of Texas, Inc.

On November 26, 2024, we purchased certain assets of OWP for a purchase price of $5.1 million (the “OWP Acquisition”). OWP was a manufacturer of WWR products for use in nonresidential and residential construction. Under the terms of the OWP Acquisition, Insteel acquired certain of OWP’s inventories and all of the production equipment. The OWP Acquisition was funded with cash on hand. The OWP Acquisition serves to strengthen our competitive position within the Texas market.

Following is a summary of our preliminary allocation of the purchase price to the fair values of the assets acquired and liabilities assumed as of the acquisition date:

(In thousands)
Assets acquired:
Inventories		$	404
Property, plant and equipment			1,812
Intangible assets:
Customer relationships			785
Non-competition agreement			30
Total assets acquired		$	3,031

Liabilities assumed:
Total liabilities assumed		$	-
Net assets acquired			3,031
Purchase price			5,116
Goodwill		$	2,085

In connection with the OWP Acquisition, we acquired certain intangible assets that will be amortized based on their estimated useful lives of 20.0 years for customer relationships and 5.0 years for a non-competition agreement. As we are in the process of finalizing internal and third-party valuations, the provisional estimates of inventories, intangible assets, fixed assets and goodwill are subject to adjustment. Certain measurement period adjustments were recorded in the three-month period ended March 29, 2025, due to the receipt of additional information, regarding the facts and circumstances that existed as of the acquisition date, reducing the purchase price allocation to property, plant, and equipment and increasing goodwill by $0.9 million. This adjustment did not have a material impact on net earnings. We expect to finalize these amounts as soon as practical and no later than one year from the acquisition date. Goodwill, which is deductible for tax purposes, consists largely of the synergies we expect to realize through the integration of the acquired assets with our operations.

Following the OWP acquisition, the net sales resulting from this acquisition were managed through our existing WWR facilities and cannot be quantified separately because of our ongoing integration efforts. Additionally, we are unable to prepare pro forma financial information due to the unavailability of certain historical financial data. Disclosing this information is considered impractical, and it would not significantly differ from the results presented in our consolidated financial statements for the three- and six-month periods ending March 29, 2025, and March 30, 2024.

Restructuring charges. In connection with the OWP Acquisition, we elected to consolidate our WWR operations through the redeployment of OWPs equipment and inventory to our other facilities. Following is a summary of the restructuring activity during the three- and six-month periods ended March 29, 2025:

		Equipment				Facility				Asset
		Relocation Costs				Closure Costs				Impairments				Total
(In thousands)
Restructuring charges, net		$	-			$	19			$	3			$	22
Cash payments			-				(8	)			-				(8	)
Non-cash charges			-				-				(3	)			(3	)
Liability as of December 28, 2024			-				11				-				11
Restructuring charges, net			33				82				103				218
Cash payments			(11	)			(80	)			-				(91	)
Non-cash charges			-				-				(103	)			(103	)
Liability as of March 29, 2025		$	22			$	13			$	-			$	35

As of March 29, 2025, we recorded a liability of $35,000 for restructuring liabilities in accrued expenses on our consolidated balance sheet. We currently expect to incur approximately $0.2 million of additional restructuring charges for equipment relocation and facility closure costs through fiscal 2025.

Acquisition costs. During the three- and six-month periods ended March 29, 2025, we recorded $1,000 and $46,000, respectively, of acquisition-related costs associated with the OWP Acquisition for accounting, legal and other professional fees.