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Note 3 - Business Combinations

12 Months Ended

Dec. 31, 2022

Notes to Financial Statements

Business Combination Disclosure [Text Block]

3.	BUSINESS COMBINATIONS:

Park Environmental Equipment, LLC

On October 5, 2021, the Company completed the acquisition of 100% of Park Environmental Equipment, LLC (“ParkUSA”) for a purchase price of $90.2 million in cash, which is included in the Precast segment for all periods following the acquisition date. ParkUSA is a precast concrete and steel fabrication-based company that develops and manufactures water, wastewater, and environmental solutions. Operations continue with ParkUSA’s previous management and workforce at its three Texas manufacturing facilities located in Houston, Dallas, and San Antonio. This strategic acquisition provides a foothold into the water infrastructure technology market. As the Company employs similar operating capabilities at its existing facilities, it intends to explore strategic opportunities to expand ParkUSA’s value-added products within the organization.

The following table summarizes the purchase consideration and fair value of the assets acquired and liabilities assumed as of October 5, 2021 (in thousands):

Assets
Cash and cash equivalents		$	278
Trade and other receivables			11,034
Inventories			12,773
Prepaid expenses and other			293
Property and equipment			8,076
Operating lease right-of-use assets			58,301
Intangible assets			31,000
Deferred income taxes			347
Total assets acquired			122,102

Liabilities
Accounts payable			2,029
Accrued liabilities			4,067
Operating lease liabilities			58,301
Total liabilities assumed			64,397

Goodwill			32,519

Total purchase consideration		$	90,224

The tangible and intangible assets acquired and liabilities assumed were recognized based on their estimated fair values on the acquisition date, with the excess purchase consideration recorded as goodwill. As a result of additional information obtained during the measurement period about facts and circumstances that existed as of the acquisition date, the Company recorded measurement period adjustments during the year ended December 31, 2022 which resulted in a $1.8 million increase in goodwill and purchase consideration related to the settlement of working capital. The measurement period for the ParkUSA acquisition was complete as of September 30, 2022.

The following table summarizes the components of the intangible assets acquired and their estimated useful lives:

		Estimated Useful Life				Fair Value
		(In years)				(In thousands)

Customer relationships			10.0			$	19,800
Trade names and trademarks			10.0				9,600
Patents			21.0				1,300
Backlog			0.6				300
Total intangible assets			10.4			$	31,000

Goodwill arose from the acquisition of an assembled workforce, expansion of product offerings, and management’s industry know-how, and is deductible for tax purposes.

The Company incurred transaction costs associated with this acquisition of $0.1 million, $3.4 million, and $0.2 million during the years ended December 31, 2022, 2021, and 2020, respectively. These transaction costs are included in Selling, general, and administrative expense in the Consolidated Statements of Operations.

Geneva Pipe and Precast Company

On January 31, 2020, the Company completed the acquisition of 100% of Geneva Pipe and Precast Company (“Geneva”) (fka Geneva Pipe Company, Inc.) for a purchase price of $49.4 million in cash, which is included in the Precast segment for all periods following the acquisition date. Geneva is a concrete pipe and precast concrete products manufacturer based in Utah. This acquisition expanded the Company’s water infrastructure product capabilities by adding additional reinforced concrete pipe capacity and a full line of precast concrete products including storm drains and manholes, catch basins, vaults, and curb inlets as well as innovative lined products that extend the life of concrete pipe and manholes for sewer applications. Operations continue with Geneva’s previous management and workforce at the three Utah manufacturing facilities located in Salt Lake City, Orem, and St. George.

The following table summarizes the purchase consideration and fair values of the assets acquired and liabilities assumed as of January 31, 2020 (in thousands):

Assets
Cash and cash equivalents		$	691
Trade and other receivables			7,089
Inventories			5,673
Prepaid expenses and other			356
Property and equipment			9,096
Operating lease right-of-use assets			21,684
Intangible assets			11,165
Total assets acquired			55,754

Liabilities
Accounts payable			1,395
Accrued liabilities			1,189
Operating lease liabilities			20,454
Deferred income taxes			5,343
Other long-term liabilities			939
Total liabilities assumed			29,320

Goodwill			22,985

Total purchase consideration		$	49,419

The tangible and intangible assets acquired and liabilities assumed were recognized based on their estimated fair values on the acquisition date, with the excess purchase consideration recorded as goodwill. As a result of additional information obtained during the measurement period about facts and circumstances that existed as of the acquisition date, the Company recorded measurement period adjustments during the three months ended June 30, 2020 which resulted in a $0.1 million balance sheet reclassification between trade and other receivables and inventories.

The following table summarizes the components of the intangible assets acquired and their estimated useful lives:

		Estimated Useful Life				Fair Value
		(In years)				(In thousands)

Customer relationships			11.0			$	8,031
Trade names			10.0				2,093
Backlog			0.9				1,041
Total intangible assets			9.9			$	11,165

Goodwill arose from the acquisition of an assembled workforce, expansion of product offerings, and management’s industry know-how. The goodwill was not deductible for tax purposes.

The Company incurred transaction costs associated with this acquisition of $2.6 million during the year ended December 31, 2020. These transaction costs are included in Selling, general, and administrative expense in the Consolidated Statements of Operations.

Unaudited Pro Forma Disclosures

The following unaudited pro forma summary presents the consolidated results of the Company as if the acquisition of ParkUSA had occurred on January 1, 2020 and the acquisition of Geneva had occurred on January 1, 2019 (in thousands):

		Year Ended December 31,
		2021				2020

Net sales		$	384,872			$	356,035
Net income			15,780				20,540

This unaudited pro forma consolidated financial data is included only for the purpose of illustration and does not necessarily indicate what the operating results would have been if the acquisitions of ParkUSA and Geneva had occurred on January 1 of the respective year prior to the acquisition. Moreover, this information is not indicative of what the Company’s future operating results will be. The information prior to the acquisition is included based on prior accounting records maintained by ParkUSA and Geneva. The pro forma amounts have been calculated after applying the Company’s accounting policies and adjusting the results of ParkUSA and Geneva to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property and equipment and intangible assets had been applied on January 1 of the respective year prior to the acquisition. Adjustments also include an increase of interest expense as if the Company’s debt obtained in connection with the acquisitions of ParkUSA and Geneva had been outstanding since January 1 of the respective year prior to the acquisition. The pro forma results for the year ended December 31, 2020 also include nonrecurring adjustments relating to the recognition of transaction costs incurred and revaluation of inventory acquired. The pro forma results for the year ended December 31, 2021 include nonrecurring adjustments to add back the transaction costs incurred and the expense related to the revaluation of inventory acquired in those periods, since those costs are reflected in the preceding year on a pro forma basis. The provision for income taxes has also been adjusted for all periods, based upon the foregoing adjustments to historical results.