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Business Acquisition
12 Months Ended
Sep. 30, 2015
Business Combinations [Abstract]  
Business Acquisition
Business Acquisitions
On July 1, 2015, the Company completed the acquisition of all of the outstanding equity of C*Blade S.p.A. Forging & Manufacturing ("C*Blade"), from Riello Investimenti Partners SGR S.p.A., Giorgio Visentini, Giorgio Frassini, Giancarlo Sclabi and Matteo Talmassons. This acquisition resulted in a major milestone for the Company to bring SIFCO back to being a multi-national A&E company that has locations near its worldwide customer base. C*Blade's forging and machining capabilities and European location will help serve both the A&E markets with high quality, cost effective solutions for their growing businesses. The forging business is operated at two facilities, located in Maniago, Italy. The purchase price for the forging business and the assumption of debt was approximately $16,994 payable in cash. In addition, the Company has assumed certain current operating liabilities and indebtedness of the forging business. The Company recorded net sales of $6,000 and net operating income of $209 from the date of acquisition through September 30, 2015.

The C*Blade purchase transaction is accounted for under the purchase method of accounting. The Company has substantially completed the purchase accounting related to the C*Blade acquisition. The fair values of assets acquired and liabilities assumed, were based upon appraisals, other studies and additional information available at the time of the acquisition of C*Blade (level 3 inputs). The Company believes that such information provided a reasonable basis for determining the fair values of the assets acquired and liabilities assumed. To the extent the purchase price exceeded the estimated fair value of the net identifiable tangible and intangible assets acquired and assumed, such excess was allocated to goodwill.





The following table summarizes the Company's purchase price allocation of the estimated fair values of the assets acquired and liabilities assumed:
 
July 1, 2015
Assets acquired:
 
Accounts receivable
$
6,740

Inventory
6,477

Prepaid & other current assets
1,999

Property and equipment
16,923

Intangible assets
3,991

Goodwill
8,760

 
44,890

Liabilities assumed:
 
Current maturities of long-term debt
7,920

Accounts payable and accrued liabilities
8,279

Long-term debt
6,437

Other long-term liabilities
5,260

Total purchase price
$
16,994


As part of the acquisition of C*Blade, the Company incurred transaction related costs which were expensed as incurred. Such costs related to legal and professional expenses and other expenses that are included in the consolidated statements of operations within selling, general and administrative expenses of approximately $2,681, $564 and $0 in fiscal 2015, fiscal 2014 and fiscal 2013, respectively.

The results of operations of C*Blade from its respective date of acquisition are included in the Company’s consolidated statements of operations. The following unaudited pro forma information presents a summary of the results of operations for the Company including C*Blade as if the acquisitions had occurred on October 1, 2014 and 2013, respectively:
 
(Unaudited) Years Ended
September 30,
 
2015
 
2014
Net sales
$
130,401

 
$
141,415

Net income (loss)
$
(2,772
)
 
$
5,362

Net income (loss) per share (basic)
$
(0.51
)
 
$
0.99

Net income (loss) per share (diluted)
$
(0.51
)
 
$
0.99



On July 23, 2013, SIFCO Industries, Inc. completed the purchase of the forging business and substantially all related operating assets from MW General, Inc. (DBA General Aluminium Forgings). The forging business is operated in General Aluminum Forgings, LLC's, Colorado Springs, Colorado facility, which is leased. The purchase price for the forging business and related operating assets and liabilities was approximately $4,400 payable in cash, which includes a purchase price adjustment of $123 received in the fourth quarter of fiscal 2013 due to certain adjustments related principally to the final working capital level and/or indemnification holdback provisions under the purchase agreement. The Company recorded net sales of $1,100 and net operating loss of $216 from the date of acquisition through September 30, 2013.