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Note 2 - Acquisitions
9 Months Ended
Sep. 30, 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. The dump inserts are sold through a network of more than
100
dealers across the United States and Canada. The acquisition is
not
considered significant and thus pro forma information has
not
been provided. The acquisition was accounted for as a business combination and the assets and liabilities were valued at fair market value. The table below summarizes the preliminary purchase price allocation of the fair market values of the assets acquired and liabilities assumed.
 
   
As of
 
Details of Acquisition (in thousands)
 
August 5, 2019
 
Assets acquired
       
Inventories
  $
43
 
Property and equipment
   
67
 
Goodwill
   
166
 
Intangible assets
   
23
 
Total assets acquired
  $
299
 
Total liabilities assumed
  $
(166
)
Cash paid
  $
133
 
 
The purchase price allocation 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. 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. 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.
 
The acquisition is
not
considered significant and thus pro forma information has
not
been provided. The acquisition was accounted for as a business combination and the assets and liabilities were valued at fair market value. The table below summarizes the preliminary purchase price allocation of the fair market values of the assets acquired and liabilities assumed.
 
   
As of
 
Details of Acquisition (in thousands)
 
January 2, 2019
 
Assets acquired
       
Accounts receivable, net
  $
461
 
Inventories
   
586
 
Property and equipment
   
4,138
 
Goodwill
   
898
 
Intangible assets
   
5,599
 
Total assets acquired
  $
11,682
 
Total liabilities assumed
  $
(682
)
Cash paid
  $
11,000
 
 
The purchase price allocation 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.
 
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.