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Quotes & Info
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| ARCW > SEC Filings for ARCW > Form 8-K/A on 28-Sep-2012 | All Recent SEC Filings |
28-Sep-2012
Completion of Acquisition or Disposition of Assets, Financial Stateme
QMT Acquisition
Effective August 8, 2012, the Company acquired all of the shares of QMT pursuant to a Membership Interest Purchase Agreement, dated as of April 6, 2012 with Quadrant Management, Inc. ("QMI"), QMT, QMP Holding Corp., QTS Holding Corporation, John Schoemer, Arlan Clayton, Robert Marten, QMT and Carret P.T., LP (the "QMT Acquisition Agreement"). The QMT Acquisition Agreement is described in further detail in Item 1.01 of the Prior 8-K and in the Company's Definitive Proxy Statement, as filed with the U.S. Securities & Exchange Commission on July 16, 2012, each of which is incorporated herein by reference thereto (such acquisition is referred to herein as the "QMT Acquisition"). QMT's subsidiaries include FloMet LLC, TeknaSeal LLC, General Flange & Forge LLC and TubeFit LLC (the "QMT Group").
The QMT Acquisition is accounted for as a "reverse acquisition" and QMT is deemed to be the accounting acquirer in the acquisition. The financial statements of QMT included in this document are presented as the continuing accounting entity.
AFT Acquisition
Effective August 8, 2012, the Company has acquired all of the shares of AFT pursuant to a Purchase Agreement dated as of April 6, 2012 (the "AFT Acquisition Agreement") with Precision Castparts Corp. ("PCC") and AFT Europa KFT ("AFTE"). The AFT Acquisition Agreement provided for the acquisition of AFT and special purpose acquisition company (the "AFTE SPV") holding certain Hungarian assets associated with AFT. Pursuant to the terms of the AFT Acquisition Agreement, the Company received 100% of AFT and AFTE SPV, in exchange for the transfer of an aggregate of $43 million to PCC, of which $25,400,000 has been paid in cash and $17,600,000 has been paid in the form of a convertible note (the "AFT Convertible Note") maturing in five years from the acquisition closing date (the "AFT Acquisition"). The AFT Acquisition is described in further detail in Item 1.01 of the Prior 8-K and in the Company's Definitive Proxy Statement, as filed with the U.S. Securities & Exchange Commission on July 16, 2012, each of which is incorporated herein by reference thereto.
Corporate Information
ARC was organized under the laws of the State of Utah on September 30, 1987. The Company is and expects to remain a "reporting company", and will therefore be required to continue to file annual, quarterly and other filings with the U.S. Securities and Exchange Commission (the "SEC"). Members of the public may read and copy any materials which we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Members of the public may obtain additional information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet site that contains reports, proxy and information statements, as well as other information regarding issuers that file electronically with the SEC. This site is located at http://www.sec.gov.
We make our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K (including exhibits and supplementary schedules) and amendments to those reports, filed or furnished under Section 13(a) or 15(d) of the Securities Exchange Act of 1934, available free of charge on our website at www.arcgroupworldwide.net, as soon as reasonably practicable after these reports are electronically filed with, or furnished to, the SEC. You may also request a copy of our SEC filings at no cost, by writing or telephoning us at: ARC Group Worldwide, Inc. 810 Flightline Blvd., Deland FL, 32724,phone: 386-736-4890.
Our principal offices were located at 6330 North Washington Street, Suite 13, Denver, Colorado 80216-1146 until the expiration of our lease on July 31, 2012. Our principal offices are now located at the QMT facility at 810 Flightline Blvd. Deland, FL 32724 as described more fully below.
Forward-Looking Statements.
This Report includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements other than
statements of historical fact included in this Report regarding our financial
position, business strategy, plans and objectives of our management for future
operations and capital expenditures, and other matters, other than historical
facts, are forward-looking statements. Although we believe that the expectations
reflected in such forward-looking statements and the assumptions upon which the
forward-looking statements are based are reasonable, we can give no assurance
that such expectations will prove to have been correct.
Additional statements concerning important factors that could cause actual results to differ materially from our expectations are disclosed in this Report. In addition, the words "believe", "may", "will", "when", "estimate", "continue", "anticipate", "intend", "expect" and similar expressions, as they relate to us, our business or our management, are intended to identify forward-looking statements. All written and oral forward-looking statements attributable to us or persons acting on our behalf subsequent to the date of this Report are expressly qualified in their entirety by the Risk Factors regarding QMT set forth in the Company's Definitive Proxy Statement, as filed with the U.S. Securities and Exchange Commission on July 16, 2012, which is incorporated herein by reference thereto.
After completion of the mergers mentioned above, ARC operates three groups of companies: the Precision Components Group, consisting of FloMet, AFT-US, AFT-Hungary, and TeknaSeal LLC; the Flanges and Fittings Group, consisting of General Flange & Forge LLC and TubeFit LLC; and the Wireless Group, consisting of ARC Wireless LLC and ARC Wireless Ltd.
The precision component industry is comprised of a number of significant industries commonly defined by the process and/or type of metal utilized to manufacture the component. Common processes include casting, forging, machining, stamping, powder metallurgy (conventional P/M metal injection molding ("MIM"), and powder forging) and extrusion. Materials range from basic iron and steel to aluminum, magnesium, zinc, precious metals, copper and brass, tin, tungsten, titanium and others. While there are no compiled figures for the total of these markets, it is believed to be in total of hundreds of billions of dollars annually.
The Precision Components Group companies participate in several significant metal component fabrication market segments providing high quality fabricated metal components and the hermetic sealing of those components to some of the fastest growing industries, among them medical devices, firearms and electronic devices.
FloMet
FloMet is a custom manufacturer of small precision metal components - a market estimated to be in excess of $100B annually. FloMet is recognized as a world-wide leader in the use of metal injection molding technology to manufacture precision miniature components utilizing its proprietary MIM process. FloMet is acknowledged as one of the pioneers and leading innovators in MIM and customized materials technology, backed by more than 25 years of experience in making high precision small metal components. FloMet's ability to custom blend feedstocks allows it to manufacture components to either industry standards or customized metal alloy formulations. FloMet specializes in highly corrosion resistant stainless steels, but also manufactures components in carbon and alloy steels, nickel, cobalt-chrome, copper, bronze, and other alloys. Part sizes range from less than a gram to approximately one pound.
MIM technology is increasingly used to manufacture high volume miniature metal components that require specialized material properties or complex design. The worldwide MIM market is estimated to be in excess of $1.0B annually with recent annual growth rates of over 20% compounded as the technology receives increasing acceptance as a cost-effective and reliable solution to the challenges of high volume manufacture of tightly-toleranced small metal components. As one of the early movers in MIM technology, FloMet has extensive experience developing diverse customer applications, providing the company with a considerable competitive advantage in miniature component manufacturing. FloMet primarily serves the medical devices / surgical instruments, orthopedics, health / hearing, dental, industrial and firearms markets.
Customers
FloMet's major market is medical devices, accounting for approximately 60% of total revenues. Orthodontics and Dental Equipment components represent approximately 20% of revenues. A relatively new and growing market for FloMet is the Health and Hearing market, representing approximately 10% of FloMet's sales. FloMet developed a proprietary RF shielding alloy and thin-wall manufacturing process for this market. FloMet estimates that this business will double in the next few years as new applications are developed utilizing its proprietary capabilities by major hearing aid manufacturers. The remaining 10% of sales are to a variety of customers in Orthopedic, Firearms, Defense, and Industrial market segments.
FloMet is a custom manufacturer of customer-designed components. FloMet assists the customer with design recommendations to improve manufacturability and reduce costs but does not accept product design responsibility. FloMet's manufacturing processes are carefully controlled utilizing a variety of sophisticated process controls and quality checks to ensure that each part shipped meets exacting customer specifications and quality requirements. Most of FloMet's business relationships are longstanding, and include the sale of components that FloMet has produced for over 10 years. This is primarily a reflection of FloMet's performance on an ongoing basis in meeting and exceeding customer expectations in quality, delivery, and total cost.
Growth Strategy
FloMet's growth strategy is to deepen relationships with its existing customer base, and expand its offerings to new customers and new applications by continuing to provide superior value and position the company as their primary development source for new MIM applications.
Operations and Employees
FloMet is headquartered in DeLand, Florida with a 40,000 square foot facility housing its offices as well as engineering, tooling, mixing, molding, debinding, sintering, secondary operations and quality assurance all under one roof, offering a fully-integrated solution for complex small metal component needs. By controlling each step of the process, from the blending of powder to verifying statistical control of the finished parts, FloMet can assure that complex customer requirements are met for all parts. FloMet is ISO-9001:2000 certified. The ISO 9000 standards relate to quality management systems and are designed to assist organizations ensure they meet the needs of customers and other stakeholders. The standards are published by the International Organization for Standardization (ISO).
As of August 31, 2012, FloMet employed approximately 150 employees and contract workers in DeLand, FL. FloMet requires no special environmental permitting for its manufacturing processes. FloMet has an extremely low voluntary employee turnover rate due to the attractive package of benefits, training opportunities for advancement, excellent working conditions, and very competitive compensation levels.
Competition
FloMet's competition includes both other MIM manufacturers and competing technologies such as precision machining and investment casting for certain applications. The domestic MIM industry is projected to be approximately $250M in size. There are about 40 identified MIM manufacturers involved in contract manufacturing and perhaps a dozen or so captive operations. The European market is projected to be approximately $350M in size and the Asian market is approximately $550M - primarily in China.
AFT
AFT is a leading provider of small precision metal components to a wide variety of industries. AFT specializes in using the MIM technology to produce complex miniature parts.
The business provides custom material solutions and has the capabilities to develop and test new materials based upon customer requirements. AFT's current material capabilities include stainless steels, low alloys steels, alloy steels, soft magnetic materials, implant grade materials, high temperature alloys and titanium alloys. AFT has invested in the latest technology to provide cost-effective, efficient, and customized solutions to tooling and quality metal injection component manufacturing needs of clients in the automotive, medical, aerospace, firearms, electronics and consumer industries.
Operations and Employees
AFT's US-MIM Division has approximately 176 employees and contract workers. The facility comprises a total of 105,000 square feet under roof and is equipped with state of the art machinery for the manufacture of MIM components. Highly sophisticated automation and controls are utilized, enabling high volume product flow with minimal interruption.
AFT-Hungary has approximately 184 employees and contract workers. The facility comprises a total of 70,000 square feet under roof and is similarly equipped to the US-MIM Division.
Competitors
AFT's competition includes both other MIM manufacturers and competing technologies such as precision machining and investment casting for certain applications. There are about 40 identified MIM manufacturers involved in contract manufacturing and perhaps a dozen or so captive operations. While a lack of public information makes it difficult to provide a specific ranking of competitors, AFT is commonly recognized among the top three MIM competitors in . . .
(a) Financial Statements of Businesses Acquired.
Audited consolidated financial statements of ARC as of December 31, 2011 and 2010 and for the years ended December 31, 2011 and 2010 were previously reported on Form 10-K, which was filed with the SEC on March 14, 2012. Unaudited interim consolidated financial statements of ARC as of June 30, 2012 and for the six months ended June 30, 2012 and 2011 were previously reported on Form 10-Q for the quarter ended June 30, 2012, which was filed with the SEC on August 8, 2012. The audited annual consolidated financial statements and interim consolidated financial statements of ARC are incorporated herein by reference.
Audited combined financial statements of AFT as of April 1, 2012 and April 3, 2011 and for the years ended April 1, 2012 and April 3, 2011 were previously reported in the Company's Definitive Proxy Statement, which was filed with the SEC on July 16, 2012. The audited annual combined financial statements of AFT are incorporated herein by reference.
The Financial Statement of QMT are on Exhibit 99.1 and are incorporated by reference herein
(b) Pro Forma Financial Information.
The pro forma financial information is on Exhibit 99.2 and is incorporated by reference herein.
(d) Exhibits.
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