XML 28 R16.htm IDEA: XBRL DOCUMENT v2.4.0.6
Business Acquisition
 3 Months Ended
Dec. 31, 2011
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		  

Assets acquired:

   

Accounts receivable

    $ 3,801   

Inventory

      3,823   

Property and equipment

      4,965   

Intangible assets

      9,100   

Goodwill

      3,337   

Other

      200   
  

 

 

  
     25,226   

Liabilities assumed:

   

Accounts payable and accrued liabilities

      417   
  

 

 

  

Total purchase price

    $ 24,809   
  

 

 

  

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, 2011 and 2010, respectively:

 

     Three Months Ended
December 31,		  
     2011      2010  

Net sales

    $ 30,023       $ 28,706   

Net income

      1,454         1,552   

Net income per share (basic)

      0.27         0.30   

Net income per share (diluted)

      0.27         0.29