XML 67 R18.htm IDEA: XBRL DOCUMENT v2.4.0.6
Business Acquisition
12 Months Ended
Sep. 30, 2012
Business Acquisition [Abstract]  
Business Acquisition 12. Business Acquisition
12. Business Acquisition

On October 28, 2011, through its wholly-owned subsidiary, Forge Acquisition, LLC – now known as 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 $24.9 million payable in cash, after certain adjustments related principally to the final 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 Company recorded net sales of $19.2 million from the date of acquisition through September 30, 2012.

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
 

Assets acquired:

       

Accounts receivable

  $ 3,703  

Inventory

    3,961  

Property and equipment

    4,965  

Intangible assets

    9,000  

Goodwill

    3,522  

Other

    153  
   

 

 

 
      25,304  

Liabilities assumed:

       

Accounts payable and accrued liabilities

    418  
   

 

 

 

Total purchase price

  $ 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. 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 Company recorded net sales of $18.7 million from the date of acquisition through September 30, 2012.

The results of operation of QAF and TWF from their respective dates of acquisition are included in the Company’s consolidated 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:

 

                 
    Years Ended
September 30,
 
    2012     2011  

Net sales

  $ 126,619     $ 129,757  

Net income

    7,533       9,915  

Net income per share (basic)

    1.42       1.88  

Net income per share (diluted)

    1.40       1.86