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Acquisitions | 3 Months Ended
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Mar. 31, 2019
Business Combinations [Abstract] |
Acquisitions | Acquisitions Acquisition of the Assets and Operations of American Stainless Tubing, Inc. On January 1, 2019, the Company's wholly-owned subsidiary, ASTI Acquisition, LLC, a North Carolina limited liability company (“ASTI”), completed the purchase of substantially all of the assets and operations of American Stainless Tubing, Inc., a North Carolina corporation ("American Stainless"), in Statesville and Troutman, North Carolina. The purchase price for the all-cash acquisition was $21,895,409, subject to a post-closing working capital adjustment. The Company funded the acquisition with a new five-year $20,000,000 term note and a draw against its recently increased $100,000,000 asset-based line of credit (see Note 10). The transaction is being accounted for using the acquisition method of accounting for business combinations. Under this method, the total consideration transferred to consummate the acquisition is allocated to the identifiable tangible and intangible assets acquired and liabilities assumed based on their respective fair values as of the closing date of the acquisition. The acquisition method of accounting requires extensive use of estimates and judgments to allocate the consideration transferred to the identifiable tangible and intangible assets acquired and liabilities assumed. Accordingly, the allocation of the consideration transferred in the unaudited condensed consolidated financial statements is preliminary and will be adjusted upon completion of the final valuation of the assets acquired and liabilities assumed. Such adjustments could be significant. The final valuation is expected to be completed as soon as practicable but no later than twelve months after the closing date of the acquisition. American Stainless will receive quarterly earn-out payments for a period of three years following closing. Pursuant to the asset purchase agreement between ASTI and American Stainless, earn-out payments will equate to six and one-half percent (6.5 percent) of ASTI’s revenue over the three-year earn-out period. As of January 1, 2019, the Company forecasted earn out payments to be $6,700,858, for which the Company established a fair value of $6,148,230 using a probability-weighted expected return method and a discount rate of five percent. In determining the appropriate discount rate to apply to the contingent payments, the risk associated with the functional form of the earn-out, and the credit risk associated with the payment of the earn-out were all considered. The fair value of the contingent consideration was estimated by applying the Probability Weighted Expected Return method using management's estimates of pounds to be shipped and future price per unit. At March 31, 2019 the fair value of the earn-out totaled $6,214,001 with $2,713,830 of this liability classified as a current liability since the payments will be made quarterly. The fair value assigned to the customer list intangible will be amortized on an accelerated basis over 15 years. The excess of the consideration transferred over the fair value of the net tangible and identifiable intangible assets is reflected as goodwill. Goodwill consists of manufacturing cost synergies expected from combining American Stainless' production capabilities with the Metals Segment current operations. All of the goodwill recognized was assigned to the Company's Metals Segment and is expected to be deductible for income tax purposes. The preliminary allocation of the total consideration paid to the fair value of the assets acquired and liabilities assumed as of January 1, 2019 is as follows:
Inventories | $ | 5,564,000 |
Accounts receivable | 3,533,921 |
Other current assets - production and maintenance supplies | 605,613 |
Property, plant and equipment | 2,793,173 |
Customer list intangible | 10,000,000 |
Goodwill | 7,043,534 |
Contingent consideration (earn-out liability) | (6,148,230 | )
Accounts payable | (1,400,009 | )
Other liabilities | (96,593 | )
| $ | 21,895,409 |
ASTI's results of operations since acquisition are reflected in the Company's consolidated statements of operations as follows:
| Three Months Ended
| Mar 31, 2019 |  |
Net sales | $ | 9,513,220 |  |
Income before income taxes | 107,121 |  |
For the three-month period ended March 31, 2019, cost of sales included $1,147,000 representing the fair value above predecessor cost associated with acquired inventory that was sold during the quarter. The following unaudited pro-forma information is provided to present a summary of the combined results of the Company's operations with American Stainless as if the acquisition had occurred on January 1, 2018. The unaudited pro-forma financial information is for information purposes only and is not necessarily indicative of what the results would have been had the acquisition been completed on the date indicated above.
Pro-Forma |  |
| Three Months Ended
| Mar 31, 2018 |  |
Pro-forma net sales | $ | 67,006,777 |  |
Pro-forma net (loss) income | $ | 3,208,122 |  |
(Loss) earnings per share: |  |
Basic | $ | 0.37 |  |
Diluted | $ | 0.37 |  |
Pro-forma net income was reduced for the three-month period ended March 31, 2018 for the following:
• | Amortization of American Stainless’ customer list intangible of $312,501;
• | Additional rent expense related to the Company’s lease of American Stainless’ real estate from Store Capital of $121,449 ;
• | An estimated amount of interest expense associated with the additional borrowings to fund the American Stainless acquisition of $210,970;
• | Depreciation of $41,252 related to the incremental fair value above historical cost for acquired property, plant and equipment; and
• | An decrease in the provision for income taxes of $173,144 related to the impact of the other pro-forma adjustments and American Stainless' previous status as a pass-through entity for income tax purposes prior to the acquisition.
Acquisition of the Galvanized Pipe and Tube Assets of Marcegaglia USA, Inc. On July 1, 2018, Bristol Metals, LLC ("BRISMET"), a subsidiary of the Company's Metals Segment, acquired Marcegaglia USA, Inc.'s ("MUSA") galvanized tube assets and operations ("MUSA-Galvanized") located in Munhall, PA. The purchase price for the transaction totaled $10,378,281. The assets purchased and liabilities assumed from MUSA include accounts receivable, inventory, equipment, and accounts payable. Munhall-Galvanized's results of operations since acquisition are reflected in the Company's consolidated statements of operations as follows:
| Three Months Ended
| Mar 31, 2019 |  |
Net sales | $ | 6,692,235 |  |
Income before income taxes | 346,403 |  |

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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