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Business Acquisition
6 Months Ended
Mar. 31, 2012
Business Acquisition [Abstract]  
Business Acquisition

11. Business Acquisition

On October 28, 2011, through its wholly-owned subsidiary, Forge Acquisition, LLC – now known as Quality Aluminum Forge, LLC ("QAF"), the Company completed the purchase of the forging business and substantially all related operating assets from GEL Industries, Inc. (DBA Quality Aluminum Forge). The forging business is operated in QAF's Orange and Long Beach, California facilities, all of which are leased. The purchase price for the forging business and related operating assets was approximately $24.8 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, the Company has assumed certain current operating liabilities of the forging business.

The QAF purchase transaction is accounted for under the purchase method of accounting. The Company has not yet completed the purchase accounting related to the QAF acquisition. The final purchase price allocation will be allocated to the assets acquired and liabilities assumed based upon their fair values when appraisals, other studies and additional information become available.

 

The preliminary allocation of the purchase price and the estimated goodwill and intangible assets, all of which belong to the Forge Group, are as follows:

 

     October 28,
2011 (As
Initially
Reported)
     Measurement
Period
Adjustments
    As Adjusted  

Assets acquired:

       

Accounts receivable

   $ 3,801       $ (98   $ 3,703   

Inventory

     3,823         161        3,984   

Property and equipment

     4,965         0        4,965   

Intangible assets

     9,100         (300     8,800   

Goodwill

     3,337         196        3,533   

Other assets

     200         (47     153   
  

 

 

    

 

 

   

 

 

 
     25,226         (88     25,138   

Liabilities assumed:

       

Accounts payable and accrued liabilities

     417         0        417   
  

 

 

    

 

 

   

 

 

 

Total purchase price

   $ 24,809       $ (88   $ 24,721   
  

 

 

    

 

 

   

 

 

 

On December 10, 2010, through its wholly-owned subsidiary, TWF Acquisition, LLC – now known as T&W Forge, LLC ("TWF"), the Company completed the purchase of the forging business and substantially all related operating assets from T&W Forge, Inc. ("T&W Forge"). TWF operates in T&W Forge's Alliance, Ohio facility under a long-term lease arrangement, with an option to purchase the facility at a nominal price. The TWF purchase transaction is accounted for under the purchase method of accounting.

The results of operation of QAF and TWF from their respective dates of acquisition are included in the Company's unaudited consolidated condensed statements of operations and are reported in the Forge Group. The following unaudited pro forma information presents a summary of the results of operations for the Company including QAF and TWF as if the acquisitions had occurred on October 1, 2010 and 2009, respectively:

 

    

Three Months

Ended

March 31,

     Six Months Ended
March 31,
 
     2011      2012      2011  

Net sales

   $ 31,599       $ 64,102       $ 60,305   

Net income

     2,500         3,644         3,990   

Net income per share (basic)

     0.47         0.69         0.76   

Net income per share (diluted)

     0.47         0.68         0.75