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Business Acquisition
9 Months Ended
Jun. 30, 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, Inc.). 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 allocation of the purchase price, including amounts attributable to goodwill and intangible assets, all of which belong to the Forged Component Group, is as follows:

 

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

Assets acquired:

                       

Accounts receivable

  $ 3,801     $ (98   $ 3,703  

Inventory

    3,823       138       3,961  

Property and equipment

    4,965       0       4,965  

Intangible assets

    9,100       (100     9,000  

Goodwill

    3,337       185       3,522  

Other assets

    200       (47     153  
   

 

 

   

 

 

   

 

 

 
      25,226       78       25,304  
       

Liabilities assumed:

                       

Accounts payable and accrued liabilities

    417       1       418  
   

 

 

   

 

 

   

 

 

 
       

Total purchase price

  $ 24,809     $ 77     $ 24,886  
   

 

 

   

 

 

   

 

 

 

The above fair values of assets acquired and liabilities assumed, as initially reported, were based upon appraisals, other studies and additional information available at the time of the acquisition of QAF. Measurement period adjustments reflect new information obtained about facts and circumstances that existed as of the acquisition date. The Company believes that such information provided a reasonable basis for determining the fair values of the assets acquired and liabilities assumed.

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
June 30, 2011
    Nine Months Ended
June 30,
 
      2012     2011  
       

Net sales

  $ 33,694     $ 95,070     $ 93,999  

Net income

    2,602       6,208       6,580  

Net income per share (basic)

    0.49       1.17       1.25  

Net income per share (diluted)

    0.49       1.16       1.25