EX-99 5 hastex992060903.htm HASTINGS EXHIBIT 99.2 TO FORM 8-K/A Hastings Manufacturing Company Exhibit 99.2 to Form 8-K/A

EXHIBIT 99.2

HASTINGS MANUFACTURING COMPANY

Pro Forma Condensed Combined Statements of Operations
(Unaudited)

          On March 27, 2003, Hastings Manufacturing Company (the "Company"), through its Canadian subsidiary, Hastings, Inc., acquired 100 percent of the outstanding shares of Ertel Manufacturing Corporation of Canada, Ltd. ("Ertel") and Syzygy Auto Distribution Inc. ("Syzygy"), both Canadian corporations. Ertel and Syzygy are referred to herein collectively as the "Acquired Companies." The purchase price payable to the sellers was $6,979,220, including $4,083,000 of cash and $2,896,220 of secured term notes payable issued to the sellers. The total purchase price, for accounting purposes, including estimated acquisition and restructuring costs, amounted to $7,695,303. The final purchase price (for accounting purposes) will change as actual acquisition and restructuring costs are determined.

          The following unaudited pro forma condensed combined statements of operations for the year ended December 31, 2002 and the quarter ended March 31, 2003, give effect to the acquisitions of the Acquired Companies as if they had occurred as of January 1, 2002. An unaudited pro forma condensed combined balance sheet has not been presented because the effects of the acquisitions have been included in the Company's consolidated balance sheet as of March 31, 2003. The unaudited pro forma information presented herein is based on the historical financial statements of the Company and the historical combined financial statements of the Ertel and Syzygy Business (as defined in Item 2 of the Form 8-K/A to which this Exhibit 99.2 is attached), which include the historical carve-out financial statements of Ertel combined with the historical financial statements of Syzygy. The unaudited pro forma information should be read in conjunction with the Company's historical financial statements and notes thereto, including the Company's Annual Report on Form 10-K for the year ended December 31, 2002 and the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003, both as filed with the Securities and Exchange Commission, and the Combined Financial Statements of the Ertel and Syzygy Business as of and for the years ended December 31, 2002 and 2001, included in Exhibit 99.1.

          The unaudited pro forma condensed combined statements of operations are presented for informational purposes only and are not necessarily indicative of the future results of operations of the combined company after the acquisitions, or the results of operations of the combined company that would have actually occurred had the acquisitions been effective as of January 1, 2002. Management believes the pro forma adjustments, as described more fully in the accompanying notes, are reasonable and inclusive of all adjustments necessary for the fair presentation of the pro forma condensed combined statements of operations. The pro forma results do not include adjustments for reduced costs, such as duplicative executive salaries, in the Company's Canadian operations expected to result from economies of scale and operational synergies.

          The statement of operations data for the Ertel and Syzygy Business have been translated from Canadian dollars to U.S. dollars using the weighted average exchange rates of $.6363 and $.6599 for the year ended December 31, 2002 and quarter ended March 31, 2003, respectively.




HASTINGS MANUFACTURING COMPANY

Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2002
(Unaudited)

 


Hastings
Historical


 

Ertel/
Syzygy
Historical


 


Pro Forma
Adjustments


 

 


Pro Forma
Combined


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET SALES

$

35,827,001

 

$

16,759,828

 

$

(122,071

)

(a)

$

52,464,758

 

COST OF SALES

 


25,004,385


 

 


12,194,877


 

 


(92,889


)

(a) (b) (d)

 


37,106,373


 

     Gross profit

 


10,822,616


 

 


4,564,951


 

 


(29,182


)

 

 


15,358,385


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

     Advertising

 

234,308

 

 

75,365

 

 

-

 

 

 

309,673

 

     Selling

 

3,204,396

 

 

1,205,744

 

 

-

 

 

 

4,410,140

 

     General and administrative

 


6,177,807


 

 


2,187,837


 

 


212,895


 

(c) (d)

 


8,578,539


 

 

 


9,616,511


 

 


3,468,946


 

 


212,895


 

 

 


13,298,352


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING INCOME

 


1,206,105


 

 


1,096,005


 

 


(242,077


)

 

 


2,060,033


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

     Interest expense

 

380,882

 

 

254,520

 

 

352,393

 

(e)

 

987,795

 

     Loss on sale of property and equipment

 

7,954

 

 

-

 

 

-

 

 

 

7,954

 

     Other, net

 


22,511


 

 


-


 

 


-


 

 

 


22,511


 

 

 


411,347


 

 


254,520


 

 


352,393


 

 

 


1,018,260


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCOME BEFORE INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

   TAX EXPENSE

 

794,758

 

 

841,485

 

 

(594,470

)

 

 

1,041,773

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCOME TAX EXPENSE

 


290,000


 

 


307,731


 

 


(214,604


)

(f)

 


383,127


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME

$


504,758


 

$


533,754


 

$


(379,866


)

 

$


658,646


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EARNINGS PER SHARE OF

 

 

 

 

 

 

 

 

 

 

 

 

 

   COMMON STOCK

 

 

 

 

 

 

 

 

 

 

 

 

 

     Basic

$

0.68

 

 

 

 

 

 

 

 

$

0.88

 

     Diluted

$

0.67

 

 

 

 

 

 

 

 

$

0.88

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER

 

 

 

 

 

 

 

 

 

 

 

 

 

   COMMON SHARES OUTSTANDING

 

 

 

 

 

 

 

 

 

 

 

 

 

     Basic

 

745,046

 

 

 

 

 

 

 

 

 

745,046

 

     Diluted

 

751,345

 

 

 

 

 

 

 

 

 

751,345

 

See accompanying notes to pro forma condensed combined statements of operations.





HASTINGS MANUFACTURING COMPANY

Pro Forma Condensed Combined Statement of Operations
For the Three Months Ended March 31, 2003
(Unaudited)

 


Hastings
Historical


 

Ertel/
Syzygy
Historical


 


Pro Forma
Adjustments


 

 


Pro Forma
Combined


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET SALES

$

8,375,014

 

$

3,728,932

 

$

(28,765

)

(a)

$

12,075,181

 

COST OF SALES

 


5,859,376


 

 


2,772,668


 

 


(28,095


)

(a) (d)

 


8,603,949


 

     Gross profit

 


2,515,638


 

 


956,264


 

 


(670


)

 

 


3,471,232


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

     Advertising

 

32,836

 

 

3,455

 

 

-

 

 

 

36,291

 

     Selling

 

817,037

 

 

340,377

 

 

-

 

 

 

1,157,414

 

     General and administrative

 


1,588,362


 

 


645,520


 

 


55,198


 

(c) (d)

 


2,289,080


 

 

 


2,438,235


 

 


989,352


 

 


55,198


 

 

 


3,482,785


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING INCOME (LOSS)

 


77,403


 

 


(33,088


)

 


(55,868


)

 

 


(11,553


)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

     Interest expense

 

89,479

 

 

-

 

 

106,855

 

(e)

 

196,334

 

     Other, net

 


675


 

 


60,413


 

 


-


 

 

 


61,088


 

 

 


90,154


 

 


60,413


 

 


106,855


 

 

 


257,422


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCOME (LOSS) BEFORE INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

   TAX EXPENSE

 

(12,751

)

 

(93,501

)

 

(162,723

)

 

 

(268,975

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCOME TAX EXPENSE (BENEFIT)

 


(1,000


)

 


(29,696


)

 


(58,743


)

(f)

 


(89,439


)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS)

$


(11,751


)

$


(63,805


)

$


(103,980


)

 

$


(179,536


)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EARNINGS (LOSS) PER SHARE OF

 

 

 

 

 

 

 

 

 

 

 

 

 

   COMMON STOCK

 

 

 

 

 

 

 

 

 

 

 

 

 

     Basic

$

(0.02

)

 

 

 

 

 

 

 

$

(0.24

)

     Diluted

$

(0.02

)

 

 

 

 

 

 

 

$

(0.24

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER

 

 

 

 

 

 

 

 

 

 

 

 

 

   COMMON SHARES OUTSTANDING

 

 

 

 

 

 

 

 

 

 

 

 

 

     Basic

 

745,046

 

 

 

 

 

 

 

 

 

745,046

 

     Diluted

 

745,046

 

 

 

 

 

 

 

 

 

745,046

 

See accompanying notes to pro forma condensed combined statements of operations.





HASTINGS MANUFACTURING COMPANY

Notes to Pro Forma Condensed Combined Statements of Operations
(Unaudited)

Note 1 - Purchase Price Allocation

The total purchase price of the Acquired Companies, for accounting purposes, including estimated acquisition and restructuring costs, amounted to $7,695,303. Acquisition costs have been estimated at $139,946 and estimated costs relating to restructuring efforts, as discussed below, amounted to $576,137. The final purchase price will change as actual acquisition and restructuring costs are determined. The following is an allocation of the total estimated purchase price:

 

Current assets

$

7,178,157

 
 

Property and equipment

 

335,250

 
 

Intangible assets

 

1,937,384

 
 

Goodwill

 

5,690,599


 
         
 

   Total assets acquired

 

15,141,390


 
         
 

Current liabilities

 

2,235,536

 
 

Deferred income taxes

 

678,160

 
 

Long-term debt

 

4,532,391


 
         
 

   Total liabilities assumed

 

7,446,087


 
         
   

$

7,695,303


 

Intangible assets of $1,937,384 were independently valued by a third party and include a trademark and customer contract with estimated fair market values of $1,801,964 and $135,420, respectively. The trademark has an estimated useful life of 20 years while the customer contract is in effect through June 2005.

In connection with the acquisitions, the Company incurred an estimated $576,137 of restructuring costs as a result of severance of workforce, lease termination costs associated with the elimination of duplicate leased distribution centers and other contract terminations. These restructuring costs, which are expected to be paid within the next 12 months, consisted of $401,747 of employee termination benefits for approximately 20 salaried employees and $174,390 related to lease and other contract terminations.





Note 2 -- Pro Forma Adjustments

The following pro forma adjustments have been made to the historical financial statements of the Company and the Ertel and Syzygy Business based upon assumptions made by management for the purpose of preparing the unaudited pro forma combined statements of operations.

 

(a)

To eliminate the effect of sales made by the Company to the Ertel and Syzygy Business.

 

 

 

 

(b)

To record cost of sales relating to the adjustment of inventory to fair market value.

 

 

 

 

(c)

To record amortization expense for acquired intangible assets.

 

 

 

 

(d)

To record depreciation expense for the adjustment of property and equipment acquired to fair market value.

 

 

 

 

(e)

To record additional interest expense attributable to borrowings used to complete the acquisitions.

 

 

 

 

(f)

To record tax expense, at 36.1%, related to the above adjustments.

 

 

 

Note 3 -- Pro Forma Earnings Per Share

Basic and diluted earnings (loss) per share are computed based on the Company's historical weighted average number of shares outstanding during the periods presented, as no shares were issued as part of the acquisitions.