v3.26.1
Note 2 - Business Combination
 6 Months Ended
Jun. 30, 2026
Notes to Financial Statements  
Business Combination [Text Block]

2.

Business Combination

 

On February 23, 2026, the Company completed the acquisition of 100% of the shares of Boughton’s Precast, Inc. (“Boughton”), a single precast facility located in Pueblo, Colorado, for a purchase price of approximately $9.0 million. Boughton is included in the Precast segment for all periods following the acquisition date. This acquisition expands the Company’s geographic footprint for its stormwater infrastructure and sanitary sewer products including manholes, catch basins, vaults, and reinforced concrete pipe.

 

The following table summarizes the purchase consideration and fair value of the assets acquired and liabilities assumed as of February 23, 2026 (in thousands):

 

Assets

        

Cash and cash equivalents

   $ 147  

Trade and other receivables

     800  

Inventories

     1,898  

Property and equipment

     4,700  

Intangible assets

     1,496  

Total assets acquired

     9,041  
         

Liabilities

        

Accounts payable

     6  

Accrued liabilities

     35  

Total liabilities assumed

     41  
         

Total purchase consideration

   $ 9,000  

 

The purchase consideration for this acquisition was allocated to the assets acquired and liabilities assumed based upon fair values estimated as of the date of the acquisition. The fair value measurements primarily related to intangible assets, deferred income taxes, and accrued liabilities are preliminary and subject to change as additional information is obtained. The final determination of the fair value of assets and liabilities will be completed within the measurement period of up to one year from the date of acquisition.

 

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

     6.0     $ 1,496  

 

The Company incurred transaction costs associated with this acquisition of approximately $0 and $0.1 million during the three and six months ended June 30, 2026, respectively. These transaction costs are included in Selling, general, and administrative expense in the Condensed Consolidated Statements of Operations.

 

Boughton operations contributed net sales of $2.6 million to the Company’s continuing operations for the period from February 23, 2026 to June 30, 2026. It is impracticable to determine the effect on net income as a substantial portion of Boughton has been integrated into the Company’s ongoing operations. The Company has not presented pro forma results of operations for this acquisition because it is not material to the Company’s consolidated financial statements.