UNITED STATES | ||
SECURITIES AND EXCHANGE COMMISSION | ||
Washington, D.C. 20549 | ||
FORM 8-K/A | ||
(Amendment No. 1) |
Delaware | 001-10716 | 38-2687639 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) |
39400 Woodward Avenue, Suite 130, Bloomfield Hills, Michigan | 48304 | |
(Address of principal executive offices) | (Zip Code) |
1. | The historical audited consolidated financial statements of Allfast required by Item 9.01(a) of Form 8-K are attached as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated by reference herein. |
2. | The historical unaudited consolidated financial statements of Allfast required by Item 9.01(a) of Form 8-K are attached as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated by reference herein. |
1. | The unaudited pro forma combined financial statements required by Item 9.01(b) of Form 8-K are attached as Exhibit 99.3 to this Current Report on Form 8-K and are incorporated by reference herein. |
Exhibit No. | Description | |||
2.1 | Stock Purchase Agreement, dated as of September 19, 2014, among TriMas UK Aerospace Holdings Limited, TriMas Corporation, Allfast Fastening Systems, Inc., The James and Eleanor Randall trust dated June 1, 1993 and James H. Randall, incorporated by reference to Exhibit 2.1 filed with our Current Report on Form 8-K filed on October 20, 2014 (File No. 001-10716)* | |||
23.1 | Consent of Gumbiner Savett, Inc. | |||
99.1 | Audited financial statements of Allfast Fastening Systems, Inc. and subsidiary for the year ended December 31, 2013 | |||
99.2 | Unaudited financial statements of Allfast Fastening Systems, Inc. and subsidiary for the six months ended June 30, 2014 and 2013 | |||
99.3 | Unaudited pro forma combined balance sheet as of June 30, 2014, unaudited pro forma combined statements of operations for the year ended December 31, 2013 and the six months ended June 30, 2014, and the related notes to the pro forma financial statements | |||
* Certain exhibits and schedules have been omitted and the registrant agrees to furnish a copy of any omitted exhibits and schedules to the Securities and Exchange Commission upon request. |
TRIMAS CORPORATION | ||||||
Date: | December 22, 2014 | By: | /s/ David M. Wathen | |||
Name: | David M. Wathen | |||||
Title: | Chief Executive Officer |
Exhibit No. | Description | |||
2.1 | Stock Purchase Agreement, dated as of September 19, 2014, among TriMas UK Aerospace Holdings Limited, TriMas Corporation, Allfast Fastening Systems, Inc., The James and Eleanor Randall trust dated June 1, 1993 and James H. Randall, incorporated by reference to Exhibit 2.1 filed with our Current Report on Form 8-K filed on October 20, 2014 (File No. 001-10716)* | |||
23.1 | Consent of Gumbiner Savett, Inc. | |||
99.1 | Audited financial statements of Allfast Fastening Systems, Inc. and subsidiary for the year ended December 31, 2013 | |||
99.2 | Unaudited financial statements of Allfast Fastening Systems, Inc. and subsidiary for the six months ended June 30, 2014 and 2013 | |||
99.3 | Unaudited pro forma combined balance sheet as of June 30, 2014, unaudited pro forma combined statements of operations for the year ended December 31, 2013 and the six months ended June 30, 2014, and the related notes to the pro forma financial statements | |||
* Certain exhibits and schedules have been omitted and the registrant agrees to furnish a copy of any omitted exhibits and schedules to the Securities and Exchange Commission upon request. |
TABLE OF CONTENTS | ||||
PAGE | ||||
Independent auditor's report | 1 | |||
Consolidated financial statements: | ||||
Balance sheet | 2 | |||
Statement of income and retained earnings | 3 | |||
Statement of cash flows | 4 | |||
Notes to financial statements | 5-8 | |||
ASSETS | ||||
CURRENT ASSETS | ||||
Cash | $ | 9,080,761 | ||
Accounts receivable, net of allowance for doubtful accounts of $164,000 | 3,619,120 | |||
Inventories | 15,741,409 | |||
Prepayments and other current assets | 393,357 | |||
TOTAL CURRENT ASSETS | $ | 28,834,647 | ||
PROPERTY AND EQUIPMENT, at cost, net of accumulated depreciation | 9,350,345 | |||
OTHER ASSETS | ||||
Goodwill | 421,796 | |||
Other | 623,470 | |||
TOTAL OTHER ASSETS | 1,045,266 | |||
TOTAL ASSETS | $ | 39,230,258 | ||
LIABILITIES AND STOCKHOLDER'S EQUITY | ||||
CURRENT LIABILITIES | ||||
Accounts payable and accrued expenses | $ | 3,889,578 | ||
COMMITMENTS | ||||
STOCKHOLDER'S EQUITY | ||||
Common stock, $1 par value: Authorized, 1,000 shares; Outstanding, 1,000 shares | 1,000 | |||
Additional paid in capital | 262,151 | |||
Retained Earnings | 35,831,603 | |||
36,094,754 | ||||
Less: Receivable from stockholder | (754,074 | ) | ||
TOTAL STOCKHOLDER'S EQUITY | 35,340,680 | |||
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY | $ | 39,230,258 |
SALES | $ | 53,891,476 | 100.0 | % | |||||
COST OF SALES | 29,123,102 | 54.0 | |||||||
GROSS PROFIT | 24,768,374 | 46.0 | |||||||
OPERATING EXPENSES | |||||||||
Selling, general and administrative | 10,175,757 | 18.9 | |||||||
Research and development | 1,153,389 | 2.1 | |||||||
TOTAL OPERATING EXPENSES | 11,329,146 | 21.0 | |||||||
INCOME FROM OPERATIONS | 13,439,228 | 25.0 | |||||||
INCOME TAXES | 27,809 | 0.1 | |||||||
NET INCOME | 13,411,419 | 24.9 | % | ||||||
RETAINED EARNINGS - BEGINNING OF YEAR | 32,897,172 | ||||||||
DIVIDENDS | (10,476,988 | ) | |||||||
RETAINED EARNINGS - END OF YEAR | $ | 35,831,603 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net income | $ | 13,411,419 | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation | 1,866,289 | |||
Loss on sale of property and equipment | 7,082 | |||
Bad debt expense | 960 | |||
Interest income accrued on stockholder loan that was charged to distributions | (15,081 | ) | ||
Changes in assets and liabilities: | ||||
Accounts receivable | 1,957,024 | |||
Inventories | (2,383,060 | ) | ||
Prepayments and other assets | (4,387 | ) | ||
Accounts payable and accrued expenses | 902,350 | |||
Net cash provided by operating activities | 15,742,596 | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Property and equipment purchased | (2,466,503 | ) | ||
Proceeds from sale of property and equipment | 44,000 | |||
Net cash used for investing activities | (2,422,503 | ) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Dividends paid | (9,707,834 | ) | ||
NET CHANGE IN CASH | 3,612,259 | |||
CASH-BEGINNING OF YEAR | 5,468,502 | |||
CASH-END OF YEAR | $ | 9,080,761 | ||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||
Cash paid during the year for income taxes amounted to $27,000. | ||||
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES: | ||||
Receivable from stockholder was reduced by $754,073 and classified as a dividend. |
Machinery and equipment | 8 years |
Office furniture and equipment | 3-5 years |
Transportation equipment | 5 years |
Raw materials | $ | 3,674,057 | |
Work-in-process | 4,591,176 | ||
Finished goods | 7,476,176 | ||
$ | 15,741,409 |
Machinery and equipment | $ | 21,132,667 | |
Office furniture and equipment | 872,158 | ||
Transportation equipment | 190,100 | ||
Leasehold improvements | 2,353,167 | ||
24,548,092 | |||
Less accumulated depreciation | 15,197,747 | ||
$ | 9,350,345 |
Year Ending December 31, | Related Party | Non-Related Party | Total | |||||||||
2014 | 2,467,000 | 101,000 | 2,568,000 | |||||||||
2015 | 2,541,000 | 100,000 | 2,641,000 | |||||||||
2016 | 1,252,000 | 36,000 | 1,288,000 | |||||||||
2017 | 164,000 | — | 164,000 | |||||||||
$ | 6,424,000 | $ | 237,000 | $ | 6,661,000 |
TABLE OF CONTENTS | ||||
PAGE | ||||
Consolidated financial statements: | ||||
Balance sheets | 1 | |||
Statements of income and retained earnings | 2 | |||
Statements of cash flows | 3 | |||
Notes to financial statements | 4-7 | |||
June 30, | December 31, | |||||||
2014 | 2013 | |||||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash | $ | 4,920,235 | $ | 9,080,761 | ||||
Accounts receivable, net of allowance for doubtful accounts of $170,000 and $164,000 as of June 30, 2014 and December 31, 2013, respectively | 9,444,761 | 3,619,120 | ||||||
Inventories | 15,515,920 | 15,741,409 | ||||||
Prepayments and other current assets | 141,090 | 393,357 | ||||||
TOTAL CURRENT ASSETS | 30,022,006 | 28,834,647 | ||||||
PROPERTY AND EQUIPMENT, at cost, net of accumulated depreciation | 8,541,383 | 9,350,345 | ||||||
OTHER ASSETS | ||||||||
Goodwill | 421,796 | 421,796 | ||||||
Other | 606,320 | 623,470 | ||||||
TOTAL OTHER ASSETS | 1,028,116 | 1,045,266 | ||||||
TOTAL ASSETS | $ | 39,591,505 | $ | 39,230,258 | ||||
LIABILITIES AND STOCKHOLDER'S EQUITY | ||||||||
CURRENT LIABILITIES | ||||||||
Accounts payable and accrued expenses | $ | 4,815,264 | $ | 3,889,578 | ||||
COMMITMENTS | ||||||||
STOCKHOLDER'S EQUITY | ||||||||
Common stock, $1 par value: Authorized, 1,000 shares; Outstanding, 1,000 shares at June 30, 2014 and December 31, 2013, respectively | 1,000 | 1,000 | ||||||
Additional paid-in capital | 262,151 | 262,151 | ||||||
Retained Earnings | 35,267,164 | 35,831,603 | ||||||
35,530,315 | 36,094,754 | |||||||
Less: Receivable from stockholder | (754,074 | ) | (754,074 | ) | ||||
TOTAL STOCKHOLDER'S EQUITY | 34,776,241 | 35,340,680 | ||||||
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY | $ | 39,591,505 | $ | 39,230,258 |
Six months ended | ||||||||
June 30, | June 30, | |||||||
2014 | 2013 | |||||||
SALES | $ | 30,409,007 | $ | 30,115,984 | ||||
COST OF SALES | 15,715,125 | 15,160,488 | ||||||
GROSS PROFIT | 14,693,882 | 14,955,496 | ||||||
OPERATING EXPENSES | ||||||||
Selling, general and administrative expenses | 5,298,854 | 5,085,299 | ||||||
Research and development | 494,586 | 515,319 | ||||||
TOTAL OPERATING EXPENSES | 5,793,440 | 5,600,618 | ||||||
OTHER INCOME, NET | 491,370 | — | ||||||
INCOME FROM OPERATIONS | 9,391,812 | 9,354,878 | ||||||
INCOME TAXES | 10,713 | 14,692 | ||||||
NET INCOME | 9,381,099 | 9,340,186 | ||||||
RETAINED EARNINGS - BEGINNING OF PERIOD | 35,831,603 | 32,897,172 | ||||||
DIVIDENDS | (9,945,538 | ) | (9,047,870 | ) | ||||
RETAINED EARNINGS - END OF PERIOD | $ | 35,267,164 | $ | 33,189,488 |
Six months ended | ||||||||
June 30, | June 30, | |||||||
2014 | 2013 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net income | $ | 9,381,099 | $ | 9,340,186 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
Depreciation | 1,033,952 | 949,322 | ||||||
Gain on sale of property and equipment | (52,000 | ) | (39,732 | ) | ||||
Changes in assets and liabilities: | ||||||||
Accounts receivable | (5,825,641 | ) | (2,019,991 | ) | ||||
Inventories | 225,489 | (525,471 | ) | |||||
Prepayments and other assets | 269,417 | 41,688 | ||||||
Accounts payable and accrued expenses | 925,686 | 2,322,270 | ||||||
Net cash provided by operating activities | 5,958,002 | 10,068,272 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Property and equipment purchased | (224,990 | ) | (115,867 | ) | ||||
Proceeds from sale of property and equipment | 52,000 | 41,423 | ||||||
Net cash used for investing activities | (172,990 | ) | (74,444 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Dividends paid | (9,945,538 | ) | (9,047,870 | ) | ||||
NET CHANGE IN CASH | (4,160,526 | ) | 945,958 | |||||
CASH-BEGINNING OF PERIOD | 9,080,761 | 5,468,502 | ||||||
CASH-END OF PERIOD | $ | 4,920,235 | $ | 6,414,460 | ||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
Cash paid for income taxes for the periods June 30, 2014 and 2013 amounted to $9,913 and $13,892, respectively. | ||||||||
Machinery and equipment | 8 years |
Office furniture and equipment | 3-5 years |
Transportation equipment | 5 years |
June 30, 2014 | December 31, 2013 | ||||||
Raw materials | $ | 3,529,610 | $ | 3,674,057 | |||
Work-in-process | 5,488,243 | 4,591,176 | |||||
Finished goods | 6,498,067 | 7,476,176 | |||||
$ | 15,515,920 | $ | 15,741,409 |
June 30, 2014 | December 31, 2013 | ||||||
Machinery and equipment | $ | 21,175,868 | $ | 21,132,667 | |||
Office furniture and equipment | 872,158 | 872,158 | |||||
Transportation equipment | 337,903 | 190,100 | |||||
Leasehold improvements | 2,353,444 | 2,353,167 | |||||
24,739,373 | 24,548,092 | ||||||
Less: accumulated depreciation | 16,197,990 | 15,197,747 | |||||
$ | 8,541,383 | $ | 9,350,345 |
(Unaudited, dollars in thousands) | ||||||||||||||||
TriMas Corporation | Allfast Fastening Systems | Pro Forma Adjustments | Pro Forma Combined | |||||||||||||
Assets | ||||||||||||||||
Current assets: | ||||||||||||||||
Cash and cash equivalents | $ | 38,380 | $ | 4,920 | $ | — | $ | 43,300 | ||||||||
Receivables, net | 246,340 | 9,440 | — | 255,780 | ||||||||||||
Inventories | 260,950 | 15,520 | 5,000 | (a) | 281,470 | |||||||||||
Deferred income taxes | 18,340 | — | — | 18,340 | ||||||||||||
Prepaid expenses and other current assets | 18,780 | 140 | 110 | (b) | 19,030 | |||||||||||
Total current assets | 582,790 | 30,020 | 5,110 | 617,920 | ||||||||||||
Property and equipment, net | 212,130 | 8,540 | 4,110 | (c) | 239,240 | |||||||||||
14,460 | (d) | |||||||||||||||
Goodwill | 312,270 | 420 | 150,500 | (e) | 463,190 | |||||||||||
Other intangibles, net | 209,910 | — | 165,000 | (f) | 374,910 | |||||||||||
Other assets | 47,540 | 610 | 350 | (b) | 48,500 | |||||||||||
Total assets | $ | 1,364,640 | $ | 39,590 | $ | 339,530 | $ | 1,743,760 | ||||||||
Liabilities and Shareholders' Equity | ||||||||||||||||
Current liabilities: | ||||||||||||||||
Current maturities, long-term debt | $ | 14,570 | $ | — | $ | — | $ | 14,570 | ||||||||
Accounts payable | 175,300 | 4,810 | 3,820 | (g) | 183,930 | |||||||||||
Accrued liabilities | 79,440 | — | 8,900 | (h) | 88,340 | |||||||||||
Total current liabilities | 269,310 | 4,810 | 12,720 | 286,840 | ||||||||||||
Long-term debt | 353,910 | — | 364,950 | (i) | 718,860 | |||||||||||
Deferred income taxes | 54,180 | — | — | 54,180 | ||||||||||||
Other long-term liabilities | 100,980 | — | — | 100,980 | ||||||||||||
Total liabilities | 778,380 | 4,810 | 377,670 | 1,160,860 | ||||||||||||
Preferred stock | — | — | — | — | ||||||||||||
Common stock | 450 | — | — | 450 | ||||||||||||
Paid-in capital | 803,540 | 260 | (260 | ) | (j) | 803,540 | ||||||||||
Accumulated deficit | (250,550 | ) | 34,520 | (34,520 | ) | (j) | (253,910 | ) | ||||||||
(3,360 | ) | (k) | ||||||||||||||
Accumulated other comprehensive income | 32,820 | — | — | 32,820 | ||||||||||||
Total shareholders' equity | 586,260 | 34,780 | (38,140 | ) | 582,900 | |||||||||||
Total liabilities and shareholders' equity | $ | 1,364,640 | $ | 39,590 | $ | 339,530 | $ | 1,743,760 |
(Unaudited, dollars in thousands) | ||||||||||||||||
TriMas Corporation | Allfast Fastening Systems | Pro Forma Adjustments | Pro Forma Combined | |||||||||||||
Net sales | $ | 1,394,860 | $ | 53,890 | $ | — | $ | 1,448,750 | ||||||||
Cost of sales | (1,041,460 | ) | (29,120 | ) | (650 | ) | (a) | (1,071,050 | ) | |||||||
(2,200 | ) | (b) | ||||||||||||||
2,380 | (c) | |||||||||||||||
Gross profit | 353,400 | 24,770 | (470 | ) | 377,700 | |||||||||||
Selling, general and administrative expenses | (244,640 | ) | (11,330 | ) | (4,610 | ) | (d) | (260,580 | ) | |||||||
Net gain (loss) on dispositions of property and equipment | 11,770 | — | — | 11,770 | ||||||||||||
Operating profit | 120,530 | 13,440 | (5,080 | ) | 128,890 | |||||||||||
Other expense, net: | ||||||||||||||||
Interest expense | (18,330 | ) | — | (110 | ) | (e) | (25,520 | ) | ||||||||
(7,080 | ) | (f) | ||||||||||||||
Debt extinguishment costs | (2,460 | ) | — | — | (2,460 | ) | ||||||||||
Other income (expense), net | (1,980 | ) | — | — | (1,980 | ) | ||||||||||
Other expense, net | (22,770 | ) | — | (7,190 | ) | (29,960 | ) | |||||||||
Income from continuing operations before income tax expense | 97,760 | 13,440 | (12,270 | ) | 98,930 | |||||||||||
Income tax expense | (18,390 | ) | (30 | ) | (430 | ) | (g) | (18,850 | ) | |||||||
Income from continuing operations including noncontrolling interest | 79,370 | 13,410 | (12,700 | ) | 80,080 | |||||||||||
Less: Net income attributable to noncontrolling interests | 4,520 | — | — | 4,520 | ||||||||||||
Net income from continuing operations attributable to TriMas | $ | 74,850 | $ | 13,410 | $ | (12,700 | ) | $ | 75,560 | |||||||
Basic earnings per share: | ||||||||||||||||
Continuing operations attributable to TriMas | $ | 1.83 | $ | 1.85 | ||||||||||||
Weighted average common shares—basic | 40,926,257 | 40,926,257 | ||||||||||||||
Diluted earnings per share: | ||||||||||||||||
Continuing operations attributable to TriMas | $ | 1.81 | $ | 1.83 | ||||||||||||
Weighted average common shares—diluted | 41,395,706 | 41,395,706 |
(Unaudited, dollars in thousands) | ||||||||||||||||
TriMas Corporation | Allfast Fastening Systems | Pro Forma Adjustments | Pro Forma Combined | |||||||||||||
Net sales | $ | 771,720 | $ | 30,410 | $ | — | $ | 802,130 | ||||||||
Cost of sales | (565,380 | ) | (15,720 | ) | (320 | ) | (a) | (581,400 | ) | |||||||
(1,100 | ) | (b) | ||||||||||||||
1,120 | (c) | |||||||||||||||
Gross profit | 206,340 | 14,690 | (300 | ) | 220,730 | |||||||||||
Selling, general and administrative expenses | (129,710 | ) | (5,790 | ) | (2,310 | ) | (d) | (137,810 | ) | |||||||
Operating profit | 76,630 | 8,900 | (2,610 | ) | 82,920 | |||||||||||
Other expense, net: | ||||||||||||||||
Interest expense | (6,910 | ) | — | (60 | ) | (e) | (10,340 | ) | ||||||||
(3,370 | ) | (f) | ||||||||||||||
Other income (expense), net | (2,930 | ) | 490 | — | (2,440 | ) | ||||||||||
Other expense, net | (9,840 | ) | 490 | (3,430 | ) | (12,780 | ) | |||||||||
Income from continuing operations before income tax expense | 66,790 | 9,390 | (6,040 | ) | 70,140 | |||||||||||
Income tax expense | (21,210 | ) | (10 | ) | (1,270 | ) | (g) | (22,490 | ) | |||||||
Income from continuing operations including noncontrolling interest | 45,580 | 9,380 | (7,310 | ) | 47,650 | |||||||||||
Less: Net income attributable to noncontrolling interests | 810 | — | — | 810 | ||||||||||||
Net income from continuing operations attributable to TriMas | $ | 44,770 | $ | 9,380 | $ | (7,310 | ) | $ | 46,840 | |||||||
Basic earnings per share: | ||||||||||||||||
Continuing operations attributable to TriMas | $ | 1.00 | $ | 1.04 | ||||||||||||
Weighted average common shares—basic | 44,834,842 | 44,834,842 | ||||||||||||||
Diluted earnings per share: | ||||||||||||||||
Continuing operations attributable to TriMas | $ | 0.99 | $ | 1.04 | ||||||||||||
Weighted average common shares—diluted | 45,208,488 | 45,208,488 |
Six months ended June 30, 2014 | |||
(dollars in thousands) | |||
Consideration | |||
Initial cash paid | $ | 364,950 | |
Deferred purchase price (a) | 8,900 | ||
Total consideration | $ | 373,850 | |
Recognized amounts of assets acquired and liabilities assumed | |||
Book value of assets acquired | $ | 39,590 | |
Book value of land and building acquired | 14,460 | ||
Fair value adjustment to inventory | 5,000 | ||
Fair value adjustment to fixed assets | 4,110 | ||
Fair value adjustments of other intangible assets | 165,000 | ||
Book value of liabilities assumed | (4,810 | ) | |
Total identifiable net assets | 223,350 | ||
Goodwill | 150,500 | ||
$ | 373,850 |
(a) | Represents the pro forma adjustments to step up Allfast's finished goods and work in process inventory to fair market value. The calculation of the step up value requires the use of estimated selling prices less the sum of: (i) costs of disposal and (ii) a reasonable profit allowance for the selling effort. The work in process inventory also includes an estimate of costs to complete the manufacturing process and a reasonable profit allowance for that process. The inventory step-up will be charged to cost of sales as the inventory is sold. |
(b) | Represents the pro forma adjustment to record deferred financing costs associated with the incremental borrowing incurred for the acquisition, classified as prepaid expenses and other current assets of $0.1 million and other assets of $0.3 million. |
(c) | Represents the pro forma adjustment to reflect Allfast's land, building, property and equipment at fair value based on preliminary appraisal valuations. |
(d) | Represents the pro forma adjustment to reflect the addition of the previously leased land and building, which was purchased by Allfast prior to, and in conjunction with, the acquisition and were subsequently adjusted to fair market value as part of the valuation performed. Adjustments to fair market value of the land and building are included in note (c), above. |
(e) | Reflects the recording of goodwill at the preliminary purchase price consideration over the estimated fair value of the assets acquired and liabilities assumed of $150.5 million. |
(f) | Represents the pro forma adjustment to record the preliminary valuation of Allfast's identified intangible assets, which consist of the indefinite-lived intangible asset trademark/tradename of $49.0 million and amortizable intangible assets of customer relationships and technology and other intangible assets of $83.0 million and $33.0 million, respectively. |
(g) | Represents the pro forma adjustment for the liability owed for debt refinancing fees of $3.8 million, of which $3.4 million was expensed as part of the acquisition refinancing and adjusted through retained earnings, and an additional $0.4 million was capitalized as deferred financing fees, see note (b) above. |
(h) | Reflects the liability to reimburse the former owner for certain tax related liabilities that allow the Company to acquire additional tax attributes. |
(i) | Represents the pro forma adjustment to reflect the additional borrowings necessary to complete the acquisition, consisting of a $275.0 million term loan A component and an $90.0 million revolving credit facility component. |
(j) | Represents the pro forma adjustment eliminating the historical shareholders' equity in Allfast. |
(k) | Represents the net impact to retained earnings of the additional acquisition financing fees. |
(a) | Represents the pro forma adjustment for the depreciation of the incremental fair value assigned to acquired fixed assets, plus the additional depreciation expense on the acquired building for both the twelve months ended December 31, 2013 and the six months ended June 30, 2014. The amount of these adjustments is based on the preliminary estimates of fair values and estimated remaining useful lives of the related assets. |
(b) | Reflects the pro forma adjustment for amortization expense related to the $33.0 million of ascribed value to technology and other intangible assets. Amortization expense was based on a period of 15 years. |
(c) | Reflects the pro forma adjustment to reverse operating lease expense incurred and recorded on Allfast's financial statements during the twelve months ended December 31, 2013 and six months ended June 30, 2014 relating to the lease of the Allfast building, which was purchased as part of the acquisition. |
(d) | Reflects the pro forma adjustment for amortization expense related to the $83.0 million of ascribed value to customer relationships. Amortization expense was based on a period of 18 years. |
(e) | Represents the pro forma adjustment for amortization of deferred financing costs for the twelve and six months ended December 31, 2013 and June 30, 2014, respectively. These costs are expected to be amortized over the four year remaining life of the agreement. |
(f) | Represents the pro forma adjustment to reflect interest expense incurred on the incremental term loan A and revolver borrowings incurred in order to fund the acquisition. Interest rates for the additional financing on the term loan A and revolver were at rates of LIBOR plus 1.875% and LIBOR plus 1.625%, respectively. Actual historical monthly LIBOR rates were used to calculate the pro forma interest expense adjustment. |
(g) | Represents the income tax effect for both the previously listed pro forma adjustments to the combined income statements for the twelve months ended December 31, 2013 and six month ended June 30, 2014, and the additional pro forma adjustment for the tax treatment of Allfast's income for the twelve months ended December 31, 2013 and six months ended June 30, 2014 at the TriMas U.S corporate tax rate of approximately 38%. |