UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 28, 2011
SIFCO Industries, Inc.
(Exact name of registrant as specified in its charter)
Ohio | 1-5978 | 34-0553950 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
970 East 64th Street, Cleveland Ohio | 44103 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (216) 881-8600
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):
¨ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchanged Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 2 Financial Information
Item 2.01 Completion of Acquisition or Disposal of Assets
As previously reported in its Current Report on Form 8-K filed on November 1, 2011, SIFCO Industries, Inc. (SIFCO) announced that it completed the acquisition of the forging business and substantially all related operating assets from GEL Industries, Inc. (DBA Quality Aluminum Forge) (QAF), located in Orange, California. This Current Report on Form 8-K/A is being filed to provide certain audited financial statements and certain unaudited pro forma information required by Item 9.01 of Form 8-K.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
Attached hereto as Exhibit 99.2 are the audited financial statements of QAF for its fiscal year ended December 31, 2010, including Independent Auditors Report; Balance Sheet as of December 31, 2010; Statement of Operations for the year ended December 31, 2010; Statement of Changes in Shareholders Equity for the year ended December 31, 2010; Statement of Cash Flows for the year ended December 31, 2010; and Notes to Financial Statements.
Attached hereto as Exhibit 99.3 are the unaudited interim financial statements of QAF for its nine months ended September 30, 2011, including Condensed Balance Sheet as of September 30, 2011 and the Condensed Statement of Operations for the nine months ended September 30, 2011, Condensed Statement of Changes in Shareholders Equity for the nine months ended September 30, 2011; Condensed Statement of Cash Flows for the nine months ended September 30, 2011; and Notes to Condensed Financial Statements.
(b) Pro Forma Financial Statements
Attached hereto as Exhibit 99.4 is the Unaudited Pro Forma Combined Statement of Operations for SIFCO and QAF for the year ended September 30, 2011.
(d) Exhibits-the following exhibits are furnished as part of this Current Report on Form 8-K:
Exhibit |
Description | |
4.2* | First Amendment and Joinder to Credit and Security Agreement among Fifth Third Bank and SIFCO Industries, Inc. (and subsidiaries) dated October 28, 2011, filed as exhibit 4.2 of the Companys Form 8-K dated November 1, 2011, and incorporated herein by reference | |
10.16* | Asset Purchase Agreement between GEL Industries, Inc. (DBA Quality Aluminum Forge) and Forge Acquisition, LLC (a wholly-owned subsidiary of SIFCO Industries, Inc.) dated October 28, 2011, filed as exhibit 10.16 of the Companys Form 8-K dated November 1, 2011 and incorporated herein by reference | |
99.1* | Press Release dated November 1, 2011SIFCO Industries, Inc. announces the acquisition of the forging business and related assets from GEL Industries, Inc. (DBA Quality Aluminum Forge), filed as exhibit 99.1 of the Companys Form 8-K dated November 1, 2011 and incorporated herein by reference | |
99.2. | Audited Financial Statements of GEL Industries, Inc. (DBA Quality Aluminum Forge, Inc.) as of and for the year ended December 31, 2010 | |
99.3 | Unaudited Condensed Financial Statements of GEL Industries, Inc. (DBA Quality Aluminum Forge, Inc.) as of and for the nine months ended September 30, 2011 | |
99.4 | Unaudited Pro Forma Combined Statement of Operations for SIFCO Industries, Inc. and GEL Industries, Inc. (DBA Quality Aluminum Forge, Inc.) for the year ended September 30, 2011 and unaudited Pro Forma Combined Balance Sheet for SIFCO Industries, Inc. and GEL Industries, Inc. (DBA Quality Aluminum Forge, Inc.) as of September 30, 2011 |
* | Previously filed |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SIFCO Industries, Inc. (Registrant) | ||||
Date: January 6, 2012 | /s/ Frank A. Cappello | |||
Frank A. Cappello | ||||
Vice President Finance and | ||||
Chief Financial Officer | ||||
(Principal Financial Officer) |
Exhibit 99.2
GEL INDUSTRIES, INC.
DBA QUALITY ALUMINUM FORGE, INC.
FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 2010
WITH INDEPENDENT AUDITORS REPORT
GEL INDUSTRIES, INC.
DBA QUALITY ALUMINUM FORGE, INC.
TABLE OF CONTENTS
DECEMBER 31, 2010
Page | ||||
Independent Auditors Report |
1 | |||
Financial Statements: |
||||
Balance Sheet |
2 | |||
Statement of Operations |
4 | |||
Statement of Changes in Shareholders Equity |
5 | |||
Statement of Cash Flows |
6 | |||
Notes to Financial Statements |
8 |
INDEPENDENT AUDITORS REPORT
To the Board of Directors
Gel Industries, Inc.
DBA Quality Aluminum Forge, Inc.
Orange, California
We have audited the accompanying balance sheet of Gel Industries, Inc. DBA Quality Aluminum Forge, Inc. (a California S corporation) (the Company) as of December 31, 2010 and the related statements of operations, changes in shareholders equity, and cash flows for the year then ended. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provided a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2010, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
Irvine, CA
March 28, 2011
2875 Michelle Drive, Suite 300, Irvine, CA 92606 Tel: 714.978.1300 Fax: 714.978.7893
1
GEL INDUSTRIES, INC.
DBA QUALITY ALUMINUM FORGE, INC.
BALANCE SHEET
DECEMBER 31, 2010
ASSETS
Current Assets: |
||||
Cash |
$ | 3,278,337 | ||
Accounts Receivable |
2,432,443 | |||
Inventories, Net |
3,331,583 | |||
Prepaid Expenses |
34,190 | |||
|
|
|||
Total Current Assets |
9,076,553 | |||
Property and Equipment: |
||||
Leasehold Improvements |
76,033 | |||
Furniture and Fixtures |
6,000 | |||
Office Equipment |
119,179 | |||
Machinery and Equipment |
1,458,393 | |||
Autos and Trucks |
28,000 | |||
|
|
|||
Total Property and Equipment (at Cost) |
1,687,605 | |||
Less: Accumulated Depreciation |
(988,461 | ) | ||
|
|
|||
Total Property and Equipment (at Net Book Value) |
699,144 | |||
Other Assets: |
||||
Deposits |
14,571 | |||
|
|
|||
Total Other Assets |
14,571 | |||
|
|
|||
Total Assets |
$ | 9,790,268 | ||
|
|
The accompanying notes are an integral part of these financial statements
2
GEL INDUSTRIES, INC.
DBA QUALITY ALUMINUM FORGE, INC.
BALANCE SHEET (CONTINUED)
DECEMBER 31, 2010
LIABILITIES AND SHAREHOLDERS EQUITY
Current Liabilities: |
||||
Accounts Payable |
$ | 231,044 | ||
Accrued Expenses |
454,434 | |||
Income Taxes Payable |
1,448 | |||
Current Portion of Obligation Under Capital Lease |
34,709 | |||
|
|
|||
Total Current Liabilities |
721,635 | |||
Long-Term Liabilities: |
||||
Obligation Under Capital Lease |
55,315 | |||
|
|
|||
Total Long-Term Liabilities |
55,315 | |||
|
|
|||
Total Liabilities |
776,950 | |||
Shareholders Equity: |
||||
Common Stock |
1,750,000 | |||
Additional Paid-In Capital |
286,645 | |||
Retained Earnings |
6,976,673 | |||
|
|
|||
Total Shareholders Equity |
9,013,318 | |||
|
|
|||
Total Liabilities and Shareholders Equity |
$ | 9,790,268 | ||
|
|
The accompanying notes are an integral part of these financial statements
3
GEL INDUSTRIES, INC.
DBA QUALITY ALUMINUM FORGE, INC.
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2010
Amount | % | |||||||
Sales, Net |
$ | 16,289,635 | 100.00 | |||||
Cost of Sales |
12,204,014 | 74.92 | ||||||
Depreciation Expense |
225,105 | 1.38 | ||||||
|
|
|
|
|||||
Gross Profit |
3,860,516 | 23.70 | ||||||
Selling, General and Administrative Expenses |
1,090,511 | 6.71 | ||||||
Depreciation Expense-Selling |
914 | 0.01 | ||||||
(Gain) Loss on Disposal Of Equipment |
963 | 0.01 | ||||||
|
|
|
|
|||||
Income from Operations |
2,768,128 | 16.99 | ||||||
Other Income (Expense): |
||||||||
Interest Income |
1,133 | 0.01 | ||||||
Interest Expense |
(8,183 | ) | (0.05 | ) | ||||
|
|
|
|
|||||
Total Other Income (Expense) |
(7,050 | ) | (0.04 | ) | ||||
|
|
|
|
|||||
Income Before Provision For Taxes |
2,761,078 | 16.95 | ||||||
Provision for Taxes |
41,416 | 0.25 | ||||||
|
|
|
|
|||||
Net Income |
$ | 2,719,662 | 16.70 | |||||
|
|
|
|
The accompanying notes are an integral part of these financial statements
4
GEL INDUSTRIES, INC.
DBA QUALITY ALUMINUM FORGE, INC.
STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY
YEAR ENDED DECEMBER 31, 2010
Additional Paid-In |
||||||||||||||||||||
Common Stock | Retained | |||||||||||||||||||
Shares | Amount | Capital | Earnings | Total | ||||||||||||||||
Beginning Balance, December 31, 2009 |
1,735 | 1,750,000 | 234,645 | 7,257,011 | 9,241,656 | |||||||||||||||
Net Income |
| | | 2,719,662 | 2,719,662 | |||||||||||||||
Issuance of Common Stock as Compensation for Employment (See Note H) |
40 | | 52,000 | | 52,000 | |||||||||||||||
Shareholder Distributions |
| | | (3,000,000 | ) | (3,000,000 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Ending Balance, December 31, 2010 |
1,775 | $ | 1,750,000 | $ | 286,645 | $ | 6,976,673 | $ | 9,013,318 | |||||||||||
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements
5
GEL INDUSTRIES, INC.
DBA QUALITY ALUMINUM FORGE, INC.
STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2010
2010 | ||||
Cash Flow from Operating Activities: |
||||
Net Income |
$ | 2,719,662 | ||
Noncash Items Included In Net Income: |
||||
Depreciation and Amortization |
230,019 | |||
(Gain) Loss on Disposal of Equipment |
963 | |||
Share-Based Compensation |
52,000 | |||
Changes In: |
||||
Accounts Receivable |
(17,686 | ) | ||
Inventories, Net |
(324,373 | ) | ||
Prepaid Expenses |
55,850 | |||
Accounts Payable |
6,029 | |||
Accrued Expenses |
170,016 | |||
Income Taxes Payable |
1,448 | |||
|
|
|||
Net Cash Provided by Operating Activities |
2,893,928 | |||
Cash Flows from Investing Activities: |
||||
Purchase of Property and Equipment |
(96,119 | ) | ||
|
|
|||
Net Cash Used in Investing Activities |
(96,119 | ) | ||
Cash Flows from Financing Activities: |
||||
Payments on Obligation Under Capital Lease |
(49,598 | ) | ||
Shareholder Distributions |
(3,000,000 | ) | ||
|
|
|||
Net Cash Used in Financing Activities |
(3,049,598 | ) | ||
|
|
|||
Net Decrease in Cash |
(251,789 | ) | ||
Cash at Beginning of Year |
3,530,126 | |||
|
|
|||
Cash at End of Year |
$ | 3,278,337 | ||
|
|
The accompanying notes are an integral part of these financial statements
6
GEL INDUSTRIES, INC.
DBA QUALITY ALUMINUM FORGE, INC.
STATEMENT OF CASH FLOWS (CONTINUED)
YEAR ENDED DECEMBER 31, 2010
Supplemental Information to Cash Flow: |
||||
Cash Paid During the Year for Interest |
$ | 8,183 | ||
|
|
|||
Cash Paid During the Year for Income Taxes |
$ | 31,000 | ||
|
|
The accompanying notes are an integral part of these financial statements
7
GEL INDUSTRIES, INC.
DBA QUALITY ALUMINUM FORGE, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010
NOTE A: | Nature Of Business And Summary Of Significant Accounting Policies |
(1) | Nature of Business-Gel Industries, Inc. DBA Quality Aluminum Forge, Inc. (the Company) was incorporated in the state of California in November 2004 and is engaged in the business of aluminum forging, aerospace machining, and manufacturing precision aluminum parts for the aerospace industry, primarily for customers in the United States of America. |
(2) | Principles of Accounting-The Companys financial records are kept on the accrual basis, which is the same method used for income tax purposes. |
(3) | Cash and Cash Equivalents-For purposes of the statement of cash flows, cash and cash equivalents include time deposits, certificates of deposit, and all highly-liquid debt instruments with original maturities of three months or less. |
(4) | Accounts Receivable-Accounts receivable consists of trade accounts arising in the normal course of business. The Company sells its products primarily on net 30 to 90 day terms. Accounts for which no payments have been received for approximately 50 days are considered delinquent and customary collection efforts are initiated. Uncollectible accounts are written-off when a customer files bankruptcy or after all attempts at collections have been pursued. The Company uses the direct write-off method to account for bad debts, which does not result in amounts that differ materially from the allowance method required by the accounting principles generally accepted in the United States of America. |
(5) | Inventories-Inventories are valued at the lower of cost or market on a first-in, first-out basis. |
(6) | Property and Equipment-Property and equipment are stated at cost. Major improvements and betterments are capitalized. Maintenance and repairs are expensed as incurred. Property and equipment are depreciated over estimated useful lives of 5 to 40 years. Depreciation is computed using straight-line methods for financial purposes and accelerated methods for income tax purposes. Depreciation expense for the year ended December 31, 2010 totaled $226,019. |
(7) | Long-Lived Assets-The Company accounts for impairment and disposition of long-lived assets in accordance with FASB ASC 360-10, Property, Plant, and Equipment. FASB ASC 360-10 requires impairment losses to be recognized for long-lived assets used in operations when indicators of impairment are present and the undiscounted future cash flows are not sufficient to recover the assets carrying amount. There was no impairment of the value of such assets for the year ended December 31, 2010. |
8
GEL INDUSTRIES, INC.
DBA QUALITY ALUMINUM FORGE, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010
NOTE A: | Nature Of Business And Summary Of Significant Accounting Policies (Continued) |
(8) | Intangible Asset-During the acquisition of the Company in December 2004, the Company incurred various legal expenses that were capitalized as acquisition costs. These acquisition costs are being amortized on a straight-line basis over a period of five years. Amortization of intangibles charged to operations for 2010 was $4,000. |
(9) | Employee Share-Based Compensation Plan-The Company accounts for the employee share-based compensation plan in accordance with FASB ASC 718-10, Compensation Stock Compensation. Under FASB ASC 718-10, the Company is required to recognize as compensation cost, all share-based payments to employees based on their fair values. For the year ended December 31, 2010 total compensation cost recognized was $52,000. (Note H) |
(10) | Income Taxes-The Company has elected by consent of its shareholders to be taxed under the provisions of Subchapter S of the IRC effective November 17, 2004. Under those provisions, the Company does not pay federal corporate income taxes on its taxable income and is not allowed a net operating loss carry over or carry back as a deduction. Instead, the shareholders are liable for individual income taxes on their respective share of the Companys taxable income. |
California has conformed to the federal law which allows domestic corporations to be taxed under similar provisions of Subchapter S of the Internal Revenue Code. However, unlike the federal provision, a 1.5 percent tax on the net income of the Company is still maintained for California purposes. The provision for income taxes for the year ended December 31, 2010 was $41,416. At December 31, 2010, income tax payable was $1,488 and is included in the income taxes payable in the accompanying balance sheet.
The Company accounts for uncertain tax positions in accordance with FASB ASC 740-10. The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are often ambiguous. The Company is required to make subjective assumptions and judgments regarding its income tax exposures. Interpretations and guidance surrounding income tax laws and regulations change over time. As such, changes in the Companys subjective assumptions and judgments can materially affect amounts recognized in the balance sheets and statements of operations.
9
GEL INDUSTRIES, INC.
DBA QUALITY ALUMINUM FORGE, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010
NOTE A: | Nature of Business And Summary Of Significant Accounting Policies (Continued) |
(10) | Income Taxes (Continued) |
The Companys policy is to recognize interest and/or penalties related to all tax positions in income tax expense. To the extent that accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision in the period that such determination is made. No interest or penalties were accrued as of December 31, 2010. The 2007 to 2010 tax years are open to review for federal tax purposes and the 2006 to 2010 tax years are open to review for state income tax purposes.
(11) | Revenue Recognition-The Company recognizes revenue at the time of shipment of the product and passage of title. |
(12) | Use Of Estimates-The process of preparing financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts. |
(13) | Shipping Costs-Shipping and delivery costs are charged to operations as incurred and are included in cost of sales in the accompanying statements of operations. |
NOTE B: | Concentrations-The Company maintains cash balances at one financial institution. At December 31, 2010, accounts at the institution are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 for interest bearing accounts and unlimited insurance for non-interest bearing accounts. The cash balance at the institution in excess of federally insured limits at December 31, 2010 totaled $2,809,145. |
10
GEL INDUSTRIES, INC.
DBA QUALITY ALUMINUM FORGE, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010
NOTE B: | Concentrations-(Continued) |
The Company sells a substantial portion of its product to two customers. During 2010, sales to those customers aggregated $4,967,096. At December 31, 2010, amounts due from those customers in accounts receivable were $819,025.
During 2010, the Company purchased approximately 72 percent of its raw materials from two suppliers. At December 31, 2010, amounts due to these suppliers in accounts payable were $14,504.
Credit is extended for some customers and is based on financial condition and, generally, collateral is not required. Credit losses are provided for in the financial statements and consistently have been within managements expectations.
NOTE C: | Inventories-Inventories at December 31, 2010, consist of the following: |
Raw Materials |
$ | 342,811 | ||
Work in Process |
1,987,436 | |||
Finished Goods |
1,443,963 | |||
|
|
|||
3,774,210 | ||||
Less: | ||||
Reserve for Obsolete/Non Demand Inventory |
(442,627 | ) | ||
|
|
|||
Total Inventories, Net |
$ | 3,331,583 | ||
|
|
11
GEL INDUSTRIES, INC.
DBA QUALITY ALUMINUM FORGE, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010
NOTE D: | Prepaid Expenses-Prepaid expenses at December 31, 2010, consist of the following: |
Prepaid Insurance |
$ | 23,742 | ||
Prepaid Property Taxes |
9,357 | |||
Prepaid Other |
1,091 | |||
|
|
|||
Total Prepaid Expenses |
$ | 34,190 | ||
|
|
NOTE E: | Accrued Expenses-Accrued expenses at December 31, 2010, consist of the following: |
Accrued Vacation |
$ | 166,684 | ||
Accrued Wages |
188,088 | |||
Accrued Utilities |
34,850 | |||
Accrued Other |
64,812 | |||
|
|
|||
Total Accrued Expenses |
$ | 454,434 | ||
|
|
NOTE F: | Line of Credit-The Company has a revolving bank line of credit up to $1,500,000 providing for borrowings up to a percentage of eligible accounts receivable and inventories as defined in the agreement. There were no outstanding balances on the line of credit at December 31, 2010. During 2010, the interest rate available to the Company was at either the greater of the banks prime rate, the LIBOR rate plus 2.00 percent per annum, or 3.50 percent. The line of credit is secured by substantially all of the Companys assets and personally guaranteed by the majority shareholder up to $300,000. The line of credit expires on October 1, 2011. |
The line of credit agreement with the bank requires the Company to meet various financial covenants. At December 31, 2010, the Company was in compliance with respect to all terms of the line of credit agreement.
12
GEL INDUSTRIES, INC.
DBA QUALITY ALUMINUM FORGE, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010
NOTE G: | Common Stock-The Company has authorized 2,000 shares of no par value common stock. At December 31, 2010, 1,775 shares were outstanding. |
NOTE H: | Employee Share-Based Compensation Plan-The Company has an employee share-based compensation plan (the Plan) for one key employee, where the Company may grant options for up to 200 shares of common stock at no cost to the employee. The fair value of the share-based compensation award was determined through a business valuation performed by an independent accredited senior appraiser as of the grant date. The maximum term of the Plan is five years, and shares vest at the end of each anniversary date. As of December 31, 2010, 200 shares have been issued under this plan. |
There are provisions in the plan agreement that allow the Company to buy back these shares in the event of termination of this key employee. If the Company is sold prior to the fifth anniversary date, the total shares granted will become fully vested.
Following is a summary of the status of the employee share-based compensation plan during 2010:
Weighted | ||||||||
Average | ||||||||
Number of | Exercise | |||||||
Shares | Price | |||||||
Outstanding At January 1, 2010 |
40 | $ | | |||||
Exercised |
(40 | ) | | |||||
|
|
|
|
|||||
Outstanding At December 31, 2010 |
| $ | | |||||
|
|
|
|
|||||
Exercisable At December 31, 2010 |
| $ | | |||||
|
|
|
|
The total fair value of options exercised during 2010 was approximately $161,230.
13
GEL INDUSTRIES, INC.
DBA QUALITY ALUMINUM FORGE, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010
NOTE I: | Commitments and Contingencies |
(1) | Obligations Held Under Capital Lease-The Company is the lessee of equipment under a capital lease expiring in March 2013. The assets and liabilities held under the capital lease are recorded at the lower of the present value of the minimum lease payments or the fair value of the asset. The asset is depreciated over the lower of the related lease term or the estimated productive life. Depreciation of assets under capital leases is included in depreciation expense for the year ended December 31, 2010. |
The following is a summary of property held under capital leases:
Machinery and Equipment |
$ | 278,288 | ||
Less: Accumulated Depreciation |
(140,879 | ) | ||
|
|
|||
Property Held Under Capital |
||||
Leases, Net |
$ | 137,409 | ||
|
|
Depreciation of assets held under capital leases charged to expense for year ended December 31, 2010 totaled approximately $39,756.
Minimum future lease payments under capital leases as of December 31, 2010, for each subsequent year and in the aggregate are as follows:
2011 |
$ | 39,614 | ||
2012 |
33,559 | |||
2013 |
25,272 | |||
|
|
|||
Total Minimum Lease Payments |
98,445 | |||
Less: Amount Representing Interest |
(8,421 | ) | ||
|
|
|||
Present Value of Net Minimum Lease Payments |
90,024 | |||
Less: Current Portion of Obligation Under Capital Lease |
(34,709 | ) | ||
|
|
|||
Long-Term Portion of Obligation Under Capital Lease |
$ | 55,315 | ||
|
|
Interest rates on the capitalized leases are 6.65 and 8.00 percent and are imputed based on the lower of Companys incremental borrowing rate at the inception of the lease or the lessors implicit rate of return.
14
GEL INDUSTRIES, INC.
DBA QUALITY ALUMINUM FORGE, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010
NOTE I: | Commitments and Contingencies - (Continued) |
(2) | Operating Leases-The Company leases various equipment, warehouse and office space under non-cancelable operating leases expiring through July 2014. Minimum future rental payments under these non-cancelable operating leases having remaining terms in excess of one year as of December 31, 2010, for each of the next five years and in the aggregate are as follows: |
Related Party | Other | Total | ||||||||||
2011 |
$ | 93,854 | $ | 402,396 | $ | 496,250 | ||||||
2012 |
95,731 | 406,545 | 502,276 | |||||||||
2013 |
97,646 | 185,656 | 283,302 | |||||||||
2014 |
99,599 | 53,885 | 153,484 | |||||||||
2015 |
41,841 | | 41,841 | |||||||||
|
|
|
|
|
|
|||||||
$ | 428,671 | $ | 1,048,482 | $ | 1,477,153 | |||||||
|
|
|
|
|
|
Rental expense for the year ended December 31, 2010, totaled approximately $484,000.
There are several rental clauses associated with four of these operating agreements, which include the restoration of the facilities to its original state with the exception of ordinary wear and tear, the removal of manufacturing equipment and storage tanks, and clean-up of hazardous substances. As of December 31, 2010, no such accruals were necessary. (Note I (3))
(3) | Environmental Matters-The operations of the Company, like those of other companies engaged in similar businesses, are subject to various federal, state, and local laws and regulations intended to protect the public health and the environment, including regulations related to air and water quality and hazardous waste handling and disposal. As of December 31, 2008, the Company voluntarily obtained a Phase-I Environmental Study of its manufacturing facilities to identify any recognized environmental conditions on or near their facilities. As of December 31, 2009, the Company voluntarily obtained a PhaseII Environmental Study (Phase-II Study) of its manufacturing facilities located in Orange, California, to determine any potential presence of contaminants resulting from the use or storage of hazardous materials at their facilities. In January 2010, the Company received a report on the Phase-II Study and found no evidence that significant hazardous materials contamination of the Orange property under lease by the Company exists. In April 2010, the Company voluntarily obtained and received a report on a Phase-II Study on its Long Beach, California, facility and found no evidence of significant hazardous materials contamination of the Long Beach property under lease by the Company exists. |
15
GEL INDUSTRIES, INC.
DBA QUALITY ALUMINUM FORGE, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2010
NOTE I: | Commitments and Contingencies - (Continued) |
As of the report date, there are no such suits, violations or injunction orders against the Company. In accordance with the Statement of Position (SOP) 96-1, Environmental Remediation Liabilities, no liability is recorded since there are no pending or threatened litigation, claims, or assessments.
NOTE J: | Related Party Transactions-The Company leases office space from related parties (Note I). Rental expense paid to the related parties for the year ended December 31, 2010 totaled approximately $93,000. The Companys two lease agreements expire in May 2015. |
NOTE K: | Employee Benefit Plan-The Company sponsors a qualified 401(k) profit sharing plan for all eligible employees. Employees may contribute an amount up to the statutory maximum set by the IRS. There are no matching contributions provided for under the Plan; however, there is a clause in the Plan Document that allows the Company to make qualified non-elective contributions to meet certain discrimination criteria as necessary for non-highly compensated employees only. As of December 31, 2010, there were no non-elective contributions made, respectively. For the year ended December 31, 2010 expenses incurred to administer the Plan, totaled approximately $5,600. |
NOTE L: | Subsequent Events-The Company declared and paid dividends in January 2011 in the amount of $1,000,000. |
Other events occurring after December 31, 2010, have been evaluated for possible adjustment to the financial statements or disclosure as of March 28, 2011, which is the date the financial statements were available to be issued.
16
Exhibit 99.3
GEL INDUSTRIES, INC.
DBA QUALITY ALUMINUM FORGE, INC.
UNAUDITED CONDENSED BALANCE SHEET
September 30, 2011
September 30, 2011 |
||||
(Unaudited) | ||||
ASSETS | ||||
Current assets: |
||||
Cash |
$ | 3,226,036 | ||
Accounts receivable, trade |
3,837,755 | |||
Inventories |
3,527,869 | |||
Prepaid expenses and other assets |
122,377 | |||
|
|
|||
Total current assets |
10,714,037 | |||
Property and equipment, net |
564,132 | |||
Deposits |
14,571 | |||
|
|
|||
$ | 11,292,740 | |||
|
|
|||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||
Current liabilities: |
||||
Accounts payable |
$ | 344,467 | ||
Accrued liabilities |
433,087 | |||
Income tax payable |
1,488 | |||
Current portion of obligation under capital lease |
30,231 | |||
|
|
|||
Total current liabilities |
809,273 | |||
Obligations under capital lease |
32,451 | |||
|
|
|||
Total liabilities |
841,724 | |||
Shareholders equity |
10,451,016 | |||
|
|
|||
$ | 11,292,740 | |||
|
|
The accompanying notes are an integral part of these unaudited condensed financial statements.
GEL INDUSTRIES, INC.
DBA QUALITY ALUMINUM FORGE, INC.
UNAUDITED CONDENSED STATEMENT OF OPERATIONS
Nine months ended September 30, 2011
Nine months Ended September 30 2011 |
||||
(Unaudited) | ||||
Net sales |
$ | 15,089,693 | ||
Cost of goods sold |
10,407,542 | |||
|
|
|||
Gross profit |
4,682,151 | |||
Selling, general and administrative expenses |
1,492,886 | |||
Loss on disposal of equipment |
499 | |||
|
|
|||
Income from operations |
3,188,766 | |||
Interest expense |
(3,882 | ) | ||
Interest income |
596 | |||
|
|
|||
Total other expense, net |
(3,286 | ) | ||
|
|
|||
Income before provision for taxes |
3,185,480 | |||
Provision for taxes |
47,782 | |||
|
|
|||
Net income |
$ | 3,137,698 | ||
|
|
The accompanying notes are an integral part of these unaudited condensed financial statements.
GEL INDUSTRIES, INC.
DBA QUALITY ALUMINUM FORGE, INC.
UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY
Nine months ended September 30, 2011
Common Stock |
Additional Paid-In Capital |
Retained Earnings |
Total Shareholders Equity |
|||||||||||||||||
Shares | Amount | |||||||||||||||||||
Balances, December 31, 2010 |
1,775 | $ | 1,750,000 | $ | 286,645 | $ | 6,976,673 | $ | 9,013,318 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income |
| | | 3,137,698 | 3,137,698 | |||||||||||||||
Shareholder distributions |
| | | (1,700,000 | ) | (1,700,000 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balances, September 30, 2011 |
1,775 | $ | 1,750,000 | $ | 286,645 | $ | 8,414,371 | $ | 10,451,016 | |||||||||||
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these unaudited condensed financial statements.
GEL INDUSTRIES, INC.
DBA QUALITY ALUMINUM FORGE, INC.
UNAUDITED CONDENSED STATEMENT OF CASHFLOWS
Nine months ended September 30, 2011
Nine months Ended September 30 2011 |
||||
(Unaudited) | ||||
Cash flows from operating activities: |
||||
Net income |
$ | 3,137,698 | ||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||
Depreciation and amortization |
176,383 | |||
Loss on disposal of equipment |
500 | |||
Changes in operating assets and liabilities: |
||||
Accounts receivable, trade |
(1,405,312 | ) | ||
Inventories |
(196,286 | ) | ||
Prepaid expenses and other assets |
(88,187 | ) | ||
Accounts payable |
113,423 | |||
Accrued liabilities |
(21,347 | ) | ||
Income tax payable |
40 | |||
|
|
|||
Net cash provided by operating activities |
1,716,912 | |||
Cash flows from investing activities: |
||||
Purchases of property and equipment |
(42,371 | ) | ||
Proceeds from sale of equipment |
500 | |||
|
|
|||
Net cash used for investing activities |
(41,871 | ) | ||
Cash flows from financing activities: |
||||
Payments on obligation under capital lease |
(27,342 | ) | ||
Shareholder distributions |
(1,700,000 | ) | ||
|
|
|||
Net cash used for financing activities |
(1,727,342 | ) | ||
|
|
|||
Increase in cash and cash equivalents |
(52,301 | ) | ||
Cash and cash equivalents at the beginning of the period |
3,278,337 | |||
|
|
|||
Cash and cash equivalents at the end of the period |
$ | 3,226,036 | ||
|
|
The accompanying notes are an integral part of these unaudited condensed financial statements.
GEL INDUSTRIES, INC.
DBA QUALITY ALUMINUM FORGE, INC.
UNAUDITED CONDENSED STATEMENT OF CASHFLOWS
Nine months ended September 30, 2011
Nine months Ended September 30, 2011 |
||||
(Unaudited) | ||||
Supplemental disclosure of cash flow information: |
||||
Cash paid for interest |
$ | 10,119 | ||
|
|
|||
Cash paid for income taxes |
$ | 46,500 | ||
|
|
The accompanying notes are an integral part of these unaudited condensed financial statements.
GEL INDUSTRIES, INC.
DBA QUALITY ALUMINUM FORGE, INC.
NOTES TO UNADITED CONDENSED FINANCIAL STATEMENTS
Nine months ended September 30, 2011
1. | Summary of Significant Accounting Policies |
These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes included in Gel Industries, Inc. DBA Quality Aluminum Forge, Inc. (Company) fiscal 2010 audited financial statements.
2. | Inventories |
Inventories consist of the following:
September 30, 2011 | ||||
Raw materials |
$ | 361,943 | ||
Work-in-process |
2,351,959 | |||
Finished goods |
813,967 | |||
|
|
|||
$ | 3,527,869 | |||
|
|
3. | Line of Credit |
The Company has a revolving bank line of credit up to $1,500,000 providing for borrowings up to a percentage of eligible accounts receivable and inventories as defined in the agreement. There were no outstanding balances on the line of credit at September 30, 2011. During 2011, the interest rate available to the Company was at either the greater of the banks prime rate, the LIBOR rate plus 2.00 percent per annum, or 3.50 percent. The line of credit is secured by substantially all of the Companys assets and personally guaranteed by the majority shareholder up to $300,000. The line of credit expires on October 1, 2011.
The line of credit agreement with the bank requires the Company to meet various financial covenants.
4. | Related Party Transactions: |
The Company leases office space from related parties under two operating lease which expire in May 2015. Rental expense paid to the related parties for the nine months ended September 30, 2011 totaled approximately $81,000.
5. | Subsequent Event: |
On October 28, 2011, the Company sold its forging business and substantially all of the related operating assets to Forge Acquisition, LLC, a wholly-owned subsidiary of SIFCO Industries, Inc. (SIFCO). The purchase price for the forging business and related operating assets is approximately $24.0 million payable in cash, subject to certain adjustments related principally to the delivered working capital level and/or indemnification holdback provisions under the purchase agreement. In addition, SIFCO assumed certain current operating liabilities of the forging business.
Exhibit 99.4
SIFCO Industries, Inc. and GEL Industries, Inc.
(DBA Quality Aluminum Forge, Inc.)
Unaudited Pro Forma Combined Financial Information
On October 28, 2011, SIFCO Industries, Inc. (SIFCO) acquired the forging business and substantially all of the operating assets of GEL Industries, Inc. (DBA Quality Aluminum Forge, Inc.) (QAF). While SIFCO purchased the manufacturing machinery and equipment related to the business, it did not acquire the real property and, therefore, SIFCO entered into several long-term lease arrangements for the facilities which house the QAF operations. The purchase price was approximately $24.8 million plus the assumption of certain current liabilities.
The Unaudited Pro forma Combined Statement of Operations gives effect to the acquisition of QAF as if it had occurred as of the earliest presented date, October 1, 2010. The pro forma financial information is based on the historical financial statements of (i) SIFCO for its fiscal year ended September 30, 2011 and (ii) QAF for the twelve month period from October 1, 2010 to September 30, 2011. The resulting Unaudited Pro Forma Combined Statement of Operations gives effect to the transaction based on the assumptions and adjustments described in the accompanying notes.
The purchase price will be allocated to the assets acquired and liabilities assumed based upon their estimated fair values when appraisals, other studies and additional information become available. The assets acquired and liabilities assumed have been recorded at their estimated fair market values based on a preliminary purchase price allocation.
The Unaudited Pro forma Combined Statement of Operations may not be indicative of the results that would have occurred if the combination had been in effect on the date indicated or the results which may be obtained in the future. The pro forma financial information should be read in conjunction with the audited financial statements of QAF included elsewhere in this filing, and the financial statements of SIFCO Industries, Inc. as contained in its Annual Report on Form 10-K for the year ended September 30, 2011. The pro forma statement of operations for QAF represents the unaudited twelve-month period ended September 30, 2011, which was calculated by adding the audited statement of operations for the year ended December 31, 2010 to the unaudited statement of operations for the nine-month period ended September 30, 2011, less the unaudited statement of operations for the nine-month period ended September 30, 2010.
SIFCO Industries, Inc. and GEL Industries, Inc.
(DBA Quality Aluminum Forge, Inc.)
Unaudited Pro Forma Combined Statement of Operations
Year ended September 30, 2011
(Amounts in thousands, except per share data)
SIFCO | QAF | Pro Forma Adjustments |
Pro Forma Combined |
|||||||||||||
Net sales |
$ | 107,357 | $ | 19,226 | $ | | $ | 126,583 | ||||||||
Operating expenses: |
||||||||||||||||
Cost of goods sold |
80,916 | 13,790 | 1,223 | (a) | 95,929 | |||||||||||
Selling, general and administrative expenses |
13,582 | 1,843 | (755 | )(b) | 14,670 | |||||||||||
Amortization of intangibles |
1,917 | | 1,800 | (c) | 3,717 | |||||||||||
Loss on disposal or impairment of operating assets |
87 | | | 87 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating expenses, net |
96,502 | 15,633 | 2,268 | 114,403 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Operating income |
10,855 | 3,593 | (2,268 | ) | 12,180 | |||||||||||
Interest income |
(46 | ) | (1 | ) | | (47 | ) | |||||||||
Interest expense |
128 | 6 | 434 | (d) | 568 | |||||||||||
Foreign currency exchange gain |
5 | | | 5 | ||||||||||||
Other income, net |
(470 | ) | | | (470 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income before income tax provision |
11,238 | 3,588 | (2,702 | ) | 12,124 | |||||||||||
Income tax provision |
3,789 | 54 | 343 | (e) | 4,186 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net income |
$ | 7,449 | $ | 3,534 | $ | (3,045 | ) | $ | 7,938 | |||||||
|
|
|
|
|
|
|
|
|||||||||
Net income per share: |
||||||||||||||||
Basic |
$ | 1.41 | $ | 1.50 | ||||||||||||
Diluted |
$ | 1.40 | $ | 1.49 | ||||||||||||
Weighted-average number of common shares (basic) |
5,279 | 5,279 | ||||||||||||||
Weighted-average number of common shares (diluted) |
5,317 | 5,317 |
Notes to Unaudited Combined Pro forma Statement of Operations:
a) To record the impact on cost of goods sold of (i) the adjustment to record inventory at fair value in purchase accounting ($395 increase); (ii) higher property tax expense related to the step-up of equipment values ($35 increase); and (iii) additional depreciation expense based on the straight-line depreciation method using useful lives of 1 to 16 years ($793 increase).
(b) To eliminate the impact of the following nonrecurring transaction related expenses recorded by QAF (i) a one-time incentive payment ($600 decrease) and (ii) certain legal and professional costs ($155 decrease).
(c) To record amortization expense related to finite life, identifiable intangible assets that were established as a direct result of the acquisition of QAF based on the straight-line amortization method using estimated useful lives of 1 to 10 years. Included in the $1,800 adjustment amount is $900 of amortization expense related to the portion of purchase price allocated to backlog, 100% of which is amortized during year one and, therefore, amortization expense after year one will be lower by $900.
(d) To record interest expense on the debt incurred to finance the acquisition ($434 increase). The interest rate on $10.0 million of new debt under SIFCOs term loan is assumed to be approximately 3.0% and the interest on $14.0 million of additional borrowings under SIFCOs revolving credit facility is assumed to be Libor plus 1.0%, or approximately 1.0% per annum.
(e) To provide income taxes on QAFs income before income tax provision (QAF is a subchapter S corporation) to adjust the income tax provision for the effect of pro forma adjustments using a 36% effective Federal income tax rate and an 8.9% California franchise tax rate.
SIFCO Industries, Inc. and GEL Industries, Inc.
(DBA Quality Aluminum Forge, Inc.)
Unaudited Pro Forma Combined Balance Sheet
September 30, 2011
(Amounts in thousands, except per share data)
SIFCO | QAF | Pro Forma Adjustments |
Pro Forma Combined |
|||||||||||||
ASSETS |
||||||||||||||||
Current assets: |
||||||||||||||||
Cash and cash equivalents |
$ | 6,431 | $ | 3,226 | $ | (3,226 | )(a) | $ | 6,431 | |||||||
Accounts receivable, net |
20,739 | 3,838 | | 24,577 | ||||||||||||
Inventories |
10,239 | 3,528 | 395 | (b) | 14,162 | |||||||||||
Refundable income taxes |
281 | | | 281 | ||||||||||||
Deferred income taxes-current |
1,500 | | (150 | )(c) | 1,350 | |||||||||||
Prepaid expenses and other current assets |
468 | 122 | (121 | )(d) | 469 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total current assets |
39,658 | 10,714 | (3,102 | ) | 47,270 | |||||||||||
Property, plant and equipment, net |
27,558 | 564 | 4,401 | (e) | 32,523 | |||||||||||
Intangible assets, net |
8,506 | | 9,100 | (f) | 17,606 | |||||||||||
Goodwill |
3,493 | | 3,351 | (g) | 6,844 | |||||||||||
Deferred income taxes noncurrent |
150 | (c) | 150 | |||||||||||||
Other assets |
796 | 15 | (15 | )(h) | 796 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total assets |
$ | 80,011 | $ | 11,293 | $ | 13,885 | $ | 105,189 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||||||||||
Current liabilities: |
||||||||||||||||
Current maturities of long-term debt |
$ | 30 | 30 | 1,970 | (i) | 2,030 | ||||||||||
Accounts payable |
9,778 | 344 | | 10,122 | ||||||||||||
Accrued liabilities |
4,626 | 435 | (410 | )(j) | 4,651 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total current liabilities |
14,434 | 809 | 1,560 | 16,803 | ||||||||||||
Long-term debt, net of current maturities |
1,186 | 33 | 22,776 | (k) | 23,995 | |||||||||||
Deferred income taxes |
2,233 | | | 2,233 | ||||||||||||
Other long-term liabilities |
8,749 | | | 8,749 | ||||||||||||
Common shares, par value $1, authorized 10,000 shares; issued 5,335 shares; outstanding 5,299 shares |
5,335 | 1,750 | (1,750 | )(l) | 5,335 | |||||||||||
Additional paid-in capital |
7,032 | 287 | (287 | )(l) | 7,032 | |||||||||||
Retained earnings |
54,122 | 8,414 | (8,414 | )(l) | 54,122 | |||||||||||
Accumulated other comprehensive loss |
(12,702 | ) | | | (12,702 | ) | ||||||||||
Common shares held in treasury at cost, 36 shares |
(378 | ) | | | (378 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total shareholders equity |
53,409 | 10,451 | (10,451 | ) | 53,409 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total liabilities and shareholders equity |
$ | 80,011 | $ | 11,293 | $ | 13,885 | $ | 105,189 | ||||||||
|
|
|
|
|
|
|
|
Notes to Unaudited Combined Pro forma Balance Sheet:
(a) | To eliminate cash not acquired by SIFCO. |
(b) | To record fair value of inventory acquired. |
(c) | To record current deferred income taxes resulting from differences between book and tax basis of assets acquired. |
(d) | To eliminate prepaid expenses not acquired by SIFCO. |
(e) | To record fair value of machinery and equipment acquired. |
(f) | To record fair value of intangible assets acquired. |
(g) | To record excess of purchase price over fair value of assets acquired and liabilities assumed. |
(h) | To eliminate other assets not acquired. |
(i) | To record current portion of indebtedness incurred to acquire QAF ($2,000) and to eliminate liabilities not assumed ($30). |
(j) | To eliminate accrued liabilities not assumed. |
(k) | To record non-current portion of indebtedness incurred to acquire QAF ($22,808) and to eliminate liabilities not assumed ($32). |
(l) | To eliminate historical QAF equity. |
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