Attached files
| file | filename |
|---|---|
| EX-99.2 - EX-99.2 - SIFCO INDUSTRIES INC | d277700dex992.htm |
| EX-99.3 - EX-99.3 - SIFCO INDUSTRIES INC | d277700dex993.htm |
| 8-K/A - 8-K/A - SIFCO INDUSTRIES INC | d277700d8ka.htm |
Exhibit 99.4
SIFCO Industries, Inc. and GEL Industries, Inc.
(DBA Quality Aluminum Forge, Inc.)
Unaudited Pro Forma Combined Financial Information
On October 28, 2011, SIFCO Industries, Inc. (“SIFCO”) acquired the forging business and substantially all of the operating assets of GEL Industries, Inc. (DBA Quality Aluminum Forge, Inc.) (“QAF”). While SIFCO purchased the manufacturing machinery and equipment related to the business, it did not acquire the real property and, therefore, SIFCO entered into several long-term lease arrangements for the facilities which house the QAF operations. The purchase price was approximately $24.8 million plus the assumption of certain current liabilities.
The Unaudited Pro forma Combined Statement of Operations gives effect to the acquisition of QAF as if it had occurred as of the earliest presented date, October 1, 2010. The pro forma financial information is based on the historical financial statements of (i) SIFCO for its fiscal year ended September 30, 2011 and (ii) QAF for the twelve month period from October 1, 2010 to September 30, 2011. The resulting Unaudited Pro Forma Combined Statement of Operations gives effect to the transaction based on the assumptions and adjustments described in the accompanying notes.
The purchase price will be allocated to the assets acquired and liabilities assumed based upon their estimated fair values when appraisals, other studies and additional information become available. The assets acquired and liabilities assumed have been recorded at their estimated fair market values based on a preliminary purchase price allocation.
The Unaudited Pro forma Combined Statement of Operations may not be indicative of the results that would have occurred if the combination had been in effect on the date indicated or the results which may be obtained in the future. The pro forma financial information should be read in conjunction with the audited financial statements of QAF included elsewhere in this filing, and the financial statements of SIFCO Industries, Inc. as contained in its Annual Report on Form 10-K for the year ended September 30, 2011. The pro forma statement of operations for QAF represents the unaudited twelve-month period ended September 30, 2011, which was calculated by adding the audited statement of operations for the year ended December 31, 2010 to the unaudited statement of operations for the nine-month period ended September 30, 2011, less the unaudited statement of operations for the nine-month period ended September 30, 2010.
SIFCO Industries, Inc. and GEL Industries, Inc.
(DBA Quality Aluminum Forge, Inc.)
Unaudited Pro Forma Combined Statement of Operations
Year ended September 30, 2011
(Amounts in thousands, except per share data)
| SIFCO | QAF | Pro Forma Adjustments |
Pro Forma Combined |
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| Net sales |
$ | 107,357 | $ | 19,226 | $ | — | $ | 126,583 | ||||||||
| Operating expenses: |
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| Cost of goods sold |
80,916 | 13,790 | 1,223 | (a) | 95,929 | |||||||||||
| Selling, general and administrative expenses |
13,582 | 1,843 | (755 | )(b) | 14,670 | |||||||||||
| Amortization of intangibles |
1,917 | — | 1,800 | (c) | 3,717 | |||||||||||
| Loss on disposal or impairment of operating assets |
87 | — | — | 87 | ||||||||||||
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| Total operating expenses, net |
96,502 | 15,633 | 2,268 | 114,403 | ||||||||||||
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| Operating income |
10,855 | 3,593 | (2,268 | ) | 12,180 | |||||||||||
| Interest income |
(46 | ) | (1 | ) | — | (47 | ) | |||||||||
| Interest expense |
128 | 6 | 434 | (d) | 568 | |||||||||||
| Foreign currency exchange gain |
5 | — | — | 5 | ||||||||||||
| Other income, net |
(470 | ) | — | — | (470 | ) | ||||||||||
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| Income before income tax provision |
11,238 | 3,588 | (2,702 | ) | 12,124 | |||||||||||
| Income tax provision |
3,789 | 54 | 343 | (e) | 4,186 | |||||||||||
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| Net income |
$ | 7,449 | $ | 3,534 | $ | (3,045 | ) | $ | 7,938 | |||||||
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| Net income per share: |
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| Basic |
$ | 1.41 | $ | 1.50 | ||||||||||||
| Diluted |
$ | 1.40 | $ | 1.49 | ||||||||||||
| Weighted-average number of common shares (basic) |
5,279 | 5,279 | ||||||||||||||
| Weighted-average number of common shares (diluted) |
5,317 | 5,317 | ||||||||||||||
Notes to Unaudited Combined Pro forma Statement of Operations:
a) To record the impact on cost of goods sold of (i) the adjustment to record inventory at fair value in purchase accounting ($395 increase); (ii) higher property tax expense related to the step-up of equipment values ($35 increase); and (iii) additional depreciation expense based on the straight-line depreciation method using useful lives of 1 to 16 years ($793 increase).
(b) To eliminate the impact of the following nonrecurring transaction related expenses recorded by QAF – (i) a one-time incentive payment ($600 decrease) and (ii) certain legal and professional costs ($155 decrease).
(c) To record amortization expense related to finite life, identifiable intangible assets that were established as a direct result of the acquisition of QAF based on the straight-line amortization method using estimated useful lives of 1 to 10 years. Included in the $1,800 adjustment amount is $900 of amortization expense related to the portion of purchase price allocated to backlog, 100% of which is amortized during year one and, therefore, amortization expense after year one will be lower by $900.
(d) To record interest expense on the debt incurred to finance the acquisition ($434 increase). The interest rate on $10.0 million of new debt under SIFCO’s term loan is assumed to be approximately 3.0% and the interest on $14.0 million of additional borrowings under SIFCO’s revolving credit facility is assumed to be Libor plus 1.0%, or approximately 1.0% per annum.
(e) To provide income taxes on QAF’s income before income tax provision (QAF is a subchapter S corporation) to adjust the income tax provision for the effect of pro forma adjustments using a 36% effective Federal income tax rate and an 8.9% California franchise tax rate.
SIFCO Industries, Inc. and GEL Industries, Inc.
(DBA Quality Aluminum Forge, Inc.)
Unaudited Pro Forma Combined Balance Sheet
September 30, 2011
(Amounts in thousands, except per share data)
| SIFCO | QAF | Pro Forma Adjustments |
Pro Forma Combined |
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| ASSETS |
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| Current assets: |
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| Cash and cash equivalents |
$ | 6,431 | $ | 3,226 | $ | (3,226 | )(a) | $ | 6,431 | |||||||
| Accounts receivable, net |
20,739 | 3,838 | — | 24,577 | ||||||||||||
| Inventories |
10,239 | 3,528 | 395 | (b) | 14,162 | |||||||||||
| Refundable income taxes |
281 | — | — | 281 | ||||||||||||
| Deferred income taxes-current |
1,500 | — | (150 | )(c) | 1,350 | |||||||||||
| Prepaid expenses and other current assets |
468 | 122 | (121 | )(d) | 469 | |||||||||||
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| Total current assets |
39,658 | 10,714 | (3,102 | ) | 47,270 | |||||||||||
| Property, plant and equipment, net |
27,558 | 564 | 4,401 | (e) | 32,523 | |||||||||||
| Intangible assets, net |
8,506 | — | 9,100 | (f) | 17,606 | |||||||||||
| Goodwill |
3,493 | — | 3,351 | (g) | 6,844 | |||||||||||
| Deferred income taxes – noncurrent |
150 | (c) | 150 | |||||||||||||
| Other assets |
796 | 15 | (15 | )(h) | 796 | |||||||||||
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| Total assets |
$ | 80,011 | $ | 11,293 | $ | 13,885 | $ | 105,189 | ||||||||
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| LIABILITIES AND SHAREHOLDERS’ EQUITY |
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| Current liabilities: |
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| Current maturities of long-term debt |
$ | 30 | 30 | 1,970 | (i) | 2,030 | ||||||||||
| Accounts payable |
9,778 | 344 | — | 10,122 | ||||||||||||
| Accrued liabilities |
4,626 | 435 | (410 | )(j) | 4,651 | |||||||||||
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| Total current liabilities |
14,434 | 809 | 1,560 | 16,803 | ||||||||||||
| Long-term debt, net of current maturities |
1,186 | 33 | 22,776 | (k) | 23,995 | |||||||||||
| Deferred income taxes |
2,233 | — | — | 2,233 | ||||||||||||
| Other long-term liabilities |
8,749 | — | — | 8,749 | ||||||||||||
| Common shares, par value $1, authorized 10,000 shares; issued 5,335 shares; outstanding 5,299 shares |
5,335 | 1,750 | (1,750 | )(l) | 5,335 | |||||||||||
| Additional paid-in capital |
7,032 | 287 | (287 | )(l) | 7,032 | |||||||||||
| Retained earnings |
54,122 | 8,414 | (8,414 | )(l) | 54,122 | |||||||||||
| Accumulated other comprehensive loss |
(12,702 | ) | — | — | (12,702 | ) | ||||||||||
| Common shares held in treasury at cost, 36 shares |
(378 | ) | — | — | (378 | ) | ||||||||||
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| Total shareholders’ equity |
53,409 | 10,451 | (10,451 | ) | 53,409 | |||||||||||
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| Total liabilities and shareholders’ equity |
$ | 80,011 | $ | 11,293 | $ | 13,885 | $ | 105,189 | ||||||||
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Notes to Unaudited Combined Pro forma Balance Sheet:
| (a) | To eliminate cash not acquired by SIFCO. |
| (b) | To record fair value of inventory acquired. |
| (c) | To record current deferred income taxes resulting from differences between book and tax basis of assets acquired. |
| (d) | To eliminate prepaid expenses not acquired by SIFCO. |
| (e) | To record fair value of machinery and equipment acquired. |
| (f) | To record fair value of intangible assets acquired. |
| (g) | To record excess of purchase price over fair value of assets acquired and liabilities assumed. |
| (h) | To eliminate other assets not acquired. |
| (i) | To record current portion of indebtedness incurred to acquire QAF ($2,000) and to eliminate liabilities not assumed ($30). |
| (j) | To eliminate accrued liabilities not assumed. |
| (k) | To record non-current portion of indebtedness incurred to acquire QAF ($22,808) and to eliminate liabilities not assumed ($32). |
| (l) | To eliminate historical QAF equity. |