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SUBSEQUENT EVENTS
9 Months Ended
Mar. 30, 2014
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE P – SUBSEQUENT EVENTS

 

On April 7, 2014, the Company and its subsidiaries AFT, ARC Wireless, GF&F, FloMet, Tekna Seal, and 3DMT (each a “Borrower” and collectively, the “Borrowers”) entered into a Credit Agreement (the “Credit Agreement”) with RBS Citizens, N.A. as Administrative Agent, Collateral Agent, Sole Lead Arranger and Sole Bookrunner, and Capital One, N.A., as Syndication Agent. The Credit Agreement provides for availability of up to $90 million, consisting of (i) a senior secured revolving commitment in the principal amount of $20 million; (ii) a senior secured term loan commitment in the principal amount of $45 million; and (iii) a senior secured delayed draw term loan commitment in the principal amount of $25 million (collectively, the “Credit Facility”).

 

In connection with the Company’s execution of the Credit Agreement, the Company’s subsidiary, QMT, terminated the First Amended and Restated Loan Agreement and interest rate swaps, and repaid all associated outstanding balances. The Company also redeemed the Subordinated Note for $15.6 million, a $2.0 million discount to the Subordinated Note’s face value of $17.6 million. The Subordinated Note due to PCC reflected amounts due in connection with the purchase of AFT on August 8, 2012.

 

On April 7, 2014, the Company acquired Advance Tooling Concepts, LLC, a Colorado limited liability company (“ATC”) for $24 million in an all-cash transaction pursuant to a Membership Interests Purchase Agreement (the “ATC Purchase Agreement”). ATC, founded in Longmont, CO in 1999, is a leader in high quality plastic injection molding and specialized tool making, offering a wide variety of products and services including a state-of-the-art tool room, automated plastic molding operations, and a Class 100,000 medical clean room. ATC offers a highly flexible product portfolio, including prototype parts through low-to high-volume production parts, which are customized for its customers’ unique needs.

  

Pursuant to the ATC Purchase Agreement, the Company purchased one hundred percent (100%) of the membership interests of ATC from the Sellers. The Purchase Price is subject to customary working capital adjustments. Further, ten percent (10%) of the purchase price is currently held in escrow by the Company for the payment of any amounts owed by Sellers in order to settle: (i) the aforementioned working capital adjustment, and (ii) any indemnification obligations of the Sellers. The Sellers have authorized the Company to hold the applicable escrow amount in the form of shares of Company common stock in lieu of cash during the one year escrow period. At the conclusion of the one year escrow period, the available amounts remaining in escrow will be released to the Sellers in the form of cash.

 

On April 7, 2014, the Company’s subsidiary, AFT, acquired Thixoforming LLC, a Colorado limited liability company (“Thixoforming”) from PCC. Thixoforming, founded in Longmont, CO in 2012, is located adjacent to AFT. Thixoforming is a leader in magnesium injection molding. Thixoforming’s capabilities combine the design and processing flexibility of plastic injection molding with the strength of high-pressure die casting. Thixoforming’s process produces complex shaped components with high dimensional precision, fine detail, and overall light weight.

 

On April 14, 2014, the Company announced that its Board of Directors declared a stock dividend of one-and-one-half (1.5) shares of common stock for each one (1) share of common stock to shareholders of record as of April 24, 2014, payable on May 1, 2014. The stock dividend resulted in adjusted stock ownership of 2.5 times the number of shares of each stockholder’s pre-dividend stock ownership. For the three months ended March 30, 2014, basic earnings per share pre-stock dividend was $0.27 and post-stock dividend was $0.11. For the nine months ended March 30, 2014, basic earnings per share pre-stock dividend was $0.75 and post-stock dividend was $0.30. All references to share and per share amounts in the consolidated financial statements and accompanying notes to the consolidated financial statements have been retroactively restated to reflect the 1.5:1 stock dividend.