Note 2: Acquisition

In August 2011, we acquired substantially all the assets of Patriot Special Metals, Inc. and RSM Real Estate Holding, Inc., consisting of a specialty steel manufacturing facility located in North Jackson, Ohio (the “North Jackson Facility”). The North Jackson Facility began forging and finishing operations in September 2011. In December 2011, the North Jackson Facility performed its first melts on the facilities new vacuum induction melting (VIM) furnace and two vacuum arc remelting (VAR) furnaces. We believe that the acquisition of the North Jackson Facility will broaden our production capabilities and expand our product range and market penetration. The aggregate purchase price for the North Jackson Facility was $111.3 million, which was comprised of a $40.0 million term note, $40.0 million in borrowings under a revolving credit facility, $20.0 million in aggregate principal amount of convertible promissory notes issued to the sellers of the North Jackson Facility and the remainder from cash on-hand prior to the acquisition. The term loan and revolving credit facility were subsequently amended during 2012 and 2013, which is discussed further in Note 5. We assumed approximately $4.4 million of liabilities, primarily related to approved capital expenditure projects at the North Jackson Facility. At closing, we entered into an escrow agreement with the sellers, pursuant to which $2.5 million of the purchase price was placed in escrow. During the year ended December 31, 2013, we entered into a settlement agreement with the seller, whereby we received $425,000 as a final settlement of certain claims under the escrow agreement. The settlement was recognized as a gain during the year ended December 31, 2013, which was included as a component of other income on the consolidated statement of operations.

For the year ended December 31, 2011, we incurred $2.1 million of acquisition related costs which are included as a component of selling and administrative expenses on the consolidated statement of operations. We did not incur any acquisition related costs in 2012 or 2013.

The following table summarizes the acquisition-date fair value of the assets acquired and the liabilities assumed in connection with the North Jackson Facility acquisition (dollars in thousands):



	As of
	August 18,
	2011

Property, plant and equipment	$	94,102
Non-compete agreement		1,330
Goodwill		20,268
Accounts payable		(4,264)
Accrued expenses and other current liabilities		(138)

Net assets acquired	$	111,298

Assets acquired and liabilities assumed in connection with the acquisition were recorded at their estimated fair values as of the acquisition date. Fair values were determined by management based, in part, on independent valuations performed by third party valuation specialists.

Goodwill was calculated as the excess of the purchase price over the fair value of net assets acquired and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Among the factors that contributed to a purchase price in excess of the fair value of the net tangible and intangible assets acquired were the acquisition of an assembled workforce and the expected synergies and other benefits that we believe will result from combining the operations of the North Jackson Facility with our other operations. There was no goodwill recognized for income tax purposes as a result of the North Jackson Facility acquisition.

The following is a summary of the changes in the carrying value of goodwill, from January 1, 2012 through December 31, 2013 (dollars in thousands):



	2013		2012
Goodwill at beginning of period	$	20,268	$	20,479
Change in goodwill		-		(211)

Goodwill at end of period	$	20,268	$	20,268

As previously mentioned, we incurred debt in the form of a term loan, borrowings under a revolving credit facility and convertible notes issued to acquire the North Jackson Facility. In accordance with GAAP, we recorded this debt at fair value as of the acquisition date. The fair value of the term loan and borrowings under the revolving credit facility were determined to be the par value of the debt. The terms of the convertible notes were designed to and resulted in the fair value of the option to convert and the debt component aggregating to the par amount of the convertible notes. We evaluated the conversion feature of the convertible notes at issuance and determined that no beneficial conversion features existed, which would have required bifurcation.

The following unaudited pro forma information presents the combined results as if the acquisition had occurred on January 1, 2011. The unaudited pro forma financial information was prepared to give effect to events that are (1) directly attributable to the acquisition; (2) factually supportable; and (3) expected to have a continuing impact on the combined company's results. Pro forma adjustments have been made to reflect the incremental impact on earnings of amortization expense related to the acquired intangible asset and income tax expense. We calculated the pro forma results using a 36.4% effective tax rate for the year ended December 31, 2011. As a result of no assets being placed in service prior to the acquisition date, we have not included any incremental interest expense resulting from the debt incurred to finance the acquisition. All incurred interest would have been capitalized prior to placing the assets in service. We have not included the dilutive effect of the convertible notes in the unaudited pro forma information. Due to the level of completion of the North Jackson Facility on January 1, 2011, it is highly unlikely that the acquisition would have been partially financed through the issuance of convertible notes. Prior to the acquisition, the North Jackson Facility’s only sales were derived from scrap sales. Pro forma adjustments were made to eliminate one-time acquisition related costs. The unaudited pro forma financial information does not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve as a result of the acquisition or the costs to integrate the operations or the costs necessary to achieve cost savings, operating synergies or revenue enhancements. The pro forma results are not indicative of how the results will appear in the future:



For the year ended December 31,	2011
(dollars in thousands, except per share amounts)(unaudited)
Net sales	$	252,896
Net income	$	17,720

Net income per common share - Basic	$	2.60
Net income per common share - Diluted	$	2.54

Weighted-average shares of common stock outstanding:
Basic		6,826,490
Diluted		6,979,887