SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Sep. 29, 2013 |
Summary Of Significant Accounting Policies | ' |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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Organization and Nature of Business |
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ARC Group Worldwide, Inc. (referred to herein as the “Company” or “ARC”) was organized under the laws of the State of Utah on September 30, 1987. |
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Quadrant Metals Technology, LLC (referred to herein as “QMT” or “the Predecessor”) was formed in March 2011 to function as a holding company for a group of diversified manufacturing and distribution companies. Subsequent to formation, QMT acquired controlling interests in Tekna Seal LLC (“Tekna Seal”) as of May 1, 2011 and in FloMet LLC (“FloMet”) as of June 30, 2011. In addition, QMT acquired General Flange & Forge (“GF&F”) as of April 18, 2011 and has held controlling interests in GF&F since that date. Furthermore, TubeFit LLC (“TubeFit”) was formed on November 1, 2011 and QMT has held controlling interests in TubeFit since that date. While QMT was formed in 2011 as a holding company, affiliated companies have held controlling interests in FloMet and Tekna Seal for over 10 years. |
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Advanced Forming Technology, Inc. (“AFT”) is comprised of two operating units, AFT-US and AFT Hungary. AFT-US was founded in 1987. From 1991 until its acquisition by ARC, AFT was operated as a division of Precision Castparts Corporation, a publicly traded company. |
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Basis of Presentation/Principles of Consolidation |
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The Company’s fiscal year begins July 1 and ends June 30; the quarters for interim reporting consist of thirteen weeks, therefore, the quarter end will not always coincide with the date of the calendar month. |
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Prior to the date of the Acquisitions (as defined below), the Predecessor operated in two business segments, identified as: |
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● | Precision Components Group, consisting of FloMet and Tekna Seal, and | | | | | | | |
● | Flanges and Fittings Group, consisting of GF&F and TubeFit. | | | | | | | |
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After completion of the Acquisitions, ARC operates three business segments: |
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● | Precision Components Group, consisting of FloMet, AFT-US, AFT-Hungary, and Tekna Seal; | | | | | | | |
● | Flanges and Fittings Group, consisting of GF&F and TubeFit; and | | | | | | | |
● | Wireless Group, consisting of ARC Wireless LLC and ARC Wireless Ltd. | | | | | | | |
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During the third quarter of fiscal year 2013, the Company made the decision to discontinue the operations of TubeFit, which was previously included within its Flanges & Fittings segment. The operations of TubeFit have been included in our financial statements as discontinued operations for all periods presented. |
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The accompanying consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) in the United States. The accompanying consolidated financial statements include the amounts of the Company as well as the Predecessor Company and all wholly owned subsidiaries. All material intercompany accounts, transactions, and profits have been eliminated in consolidation. |
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Significant Business Acquisitions |
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On August 8, 2012, ARC completed the acquisitions of QMT and AFT (referred to herein as the “QMT Acquisition” and the “AFT Acquisition” and collectively, the “Acquisitions”). The reasons for the Acquisitions included synergies between the businesses, including cross fertilization of product/customer applications, expanded R&D capabilities, and operational synergies, among others. It is also believed that the Acquisitions will help generate further scale and lead to enhanced revenue and earnings growth. The Company believes that combination of two of the largest recognized leaders in the metal injection molding (“MIM”) industry will provide distinct scale advantages creating substantial barriers to entry for other companies and providing ARC with long-term strategic positioning as the clear market leader in the MIM industry. |
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For reasons detailed below, the accompanying financial statements include the results of operations of ARC, QMT and AFT for periods subsequent to the Acquisitions; for periods prior to the Acquisitions the results of operations are presented only for QMT. |
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The QMT Acquisition |
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Effective August 8, 2012, the Company issued common stock in exchange for 100% of the issued and outstanding membership interest of QMT (equal to 4,029,700 shares of ARC’s common stock after giving effect to the 1:1.95 reverse stock split). The QMT Acquisition was accounted for as a reverse acquisition under generally accepted accounting principles, whereby QMT was deemed to be the accounting acquirer in the acquisition. The shares of common stock issued to QMT pursuant to the merger are presented as having been outstanding since July 1, 2011. |
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As a result, the financial statements for periods prior to August 8, 2012 reflect only the operations of QMT. The accompanying financial statements present the previously issued shares of ARC common stock as having been issued pursuant to the merger on August 8, 2012. All transactions between divisions and/or wholly owned subsidiaries of the Company or the Predecessor Company have been eliminated in the financial statements. |
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For the QMT Acquisition, , the Company sold 57,505 shares of ARC Common Stock after giving effect to the proposed 1:1.95 reverse stock split to Carret P.T., LP in consideration for cash investment in ARC of $449 thousand. The purchase price for the reverse acquisition of $10.2 million was derived from the ARC common stock equal to 1,585,413 shares after giving effect to the 1:1.95 reverse stock split at the August 8, 2012 stock price. |
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With regard to the assets acquired for the reverse merger of ARC by QMT, ARC’s historical accumulated deficit for periods prior to August 8, 2012, in the amount of $10.2 million was eliminated against additional paid in capital. The acquisition was accounted for using the purchase method of accounting and, accordingly the Company’s consolidated balance sheet as of June 30, 2013, includes the impact of the acquisition. |
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The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date. |
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To record the assets and liabilities for the reverse merger of ARC by QMT (in thousands): |
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Cash and cash equivalents | | $ | 10,590 | | | | | |
Accounts receivable, net | | | 1,096 | | | | | |
Inventories, net | | | 737 | | | | | |
Prepaid and other current assets | | | 40 | | | | | |
Property and equipment, net | | | 236 | | | | | |
Intangible assets | | | 109 | | | | | |
Other Assets | | | 6 | | | | | |
Negative goodwill resulting from the acquisition accounted for as a bargain purchase | | | (381 | ) | | | | |
Accounts payable | | | (2,030 | ) | | | | |
Accrued expenses | | | (169 | ) | | | | |
Current portion of capital lease | | | (9 | ) | | | | |
Fair value of net assets acquired | | $ | 10,225 | | | | | |
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The AFT Acquisition |
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Effective August 8, 2012, the Company acquired all shares of AFT and the net assets of AFT for approximately $40.6 million. The AFT Acquisition was completed through the payment of cash totaling $7.1 million, less post-closing adjustments of ($0.1) million, bank facility funds of $18.1 million, and a convertible note net of interest discount with Precision Castparts Corp. of $15.5 million. |
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The total adjusted purchase price of AFT was allocated to the tangible and intangible assets acquired based upon their respective fair values at the acquisition date with the excess purchase price allocated to goodwill for AFT in the amount of $4.7 million. The goodwill arising from the AFT Acquisition consists of synergies and economies of scale expected from the QMT and AFT Acquisitions. The goodwill recognized is expected to be deductible for income tax purposes. For AFT, third party consultants were retained to perform valuation techniques to establish valuation for property and equipment, and identifiable intangible assets. For ARC the fair value of the identifiable assets acquired and liabilities assumed of $10.6 million exceeded the fair value of the purchase price of the business of $10.2 million. As a result, the Company reassessed the recognition and measurement of identifiable assets acquired and liabilities assumed and concluded that the valuation procedures and resulting measures were appropriate. Accordingly, the ARC reverse acquisition has been accounted for as a bargain purchase and, as a result, the Company recognized a gain of $0.4 million associated with the reverse acquisition. The gain is included in the line item “Gain on bargain purchase” in the 2013 Consolidated Statement of Operations. |
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The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date. |
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To record the assets and liabilities purchased in the acquisition of AFT (in thousands): |
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Cash and cash equivalents | | $ | 735 | | | | | |
Accounts receivable, net | | | 6,236 | | | | | |
Inventories, net | | | 6,521 | | | | | |
Prepaid and other current assets | | | 264 | | | | | |
Property and equipment, net | | | 21,590 | | | | | |
Other intangible assets | | | 4,983 | | | | | |
Goodwill | | | 4,663 | | | | | |
Accounts payable | | | (3,007 | ) | | | | |
Accrued expenses | | | (1,375 | ) | | | | |
Fair value of net assets acquired | | $ | 40,610 | | | | | |
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Pro forma Financial Information (Unaudited) |
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The historical operating results of ARC and AFT have not been included in the Company’s historical consolidated operating results prior to their acquisition dates. The following unaudited pro forma information presents the combined results of continuing operations for the three months ended September 30, 2012 as if the acquisition had been completed on July 1, 2012. |
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(In thousands, except per share data) | | Three Month Period Ended September | | | | | |
30, 2012 | | | | |
Revenue | | $ | 16,769 | | | | | |
Loss from continuing operations | | | (735 | ) | | | | |
Loss from discontinued operations | | | (70 | ) | | | | |
Net loss | | $ | (805 | ) | | | | |
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Loss per common share for continuing operation | | | (0.13 | ) | | | | |
Loss per common share for discontinued operations | | | (0.01 | ) | | | | |
Basic and diluted net loss per common share | | $ | (0.14 | ) | | | | |
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Cash and Cash Equivalents |
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For purposes of reporting cash flows, the Company considers all highly liquid debt instruments with an initial maturity of three months or less to be cash equivalents. The Company places its cash with high credit quality financial institutions and does not believe it is exposed to any significant credit risk on cash and cash equivalents. At times, cash in the bank may exceed FDIC insurable limits. |
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Accounts Receivable |
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The Company uses the allowance method to account for uncollectible accounts receivable. The allowance is sufficient to cover both current and anticipated future losses. Uncollectible amounts are charged against the allowance account. Management estimates this amount based upon prior experience with customers and an analysis of individual trade accounts. An allowance for doubtful accounts of $255 thousand and $222 thousand has been reserved as of September 29, 2013 and June 30, 2013, respectively. |
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The Company offers most customers between net 30 and 60 day terms. Accounts are considered past due if a payment is not received within credit terms. |
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Inventories |
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The Company values inventories at the lower of average cost or market using the first-in, first-out (FIFO) method. It is the Company’s practice to provide a valuation allowance for inventories to account for actual market pricing deflation and inventory shrinkage. Management actively reviews this inventory to determine that all materials are for products still in production to determine any potential obsolescence issues. An allowance for inventory obsolescence of $419 thousand and $386 thousand has been reserved as of September 29, 2013 and June 30, 2013, respectively. |
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Plant and Equipment |
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Plant and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets as follows: |
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| | Useful Life | | | | | | |
| Building and Improvements | 7 to 40 years | | | | | | |
| Machinery and Equipment | 3 to 12 years | | | | | | |
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Major additions and improvements are capitalized, while replacements, maintenance and repairs, which do not improve or extend the life of the respective assets, are expensed as incurred. |
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Depreciation expense totaled $772 thousand and $572 thousand in the quarters ended September 29, 2013 and September 30, 2012, respectively. |
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Long-lived Assets |
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The carrying value of long-lived assets are reviewed annually; if at any time the facts or circumstances at any of our individual subsidiaries indicate impairment of long-lived asset values, as a result of a continual decline in performance, or as a result of fundamental changes in a subsidiary’s market conditions, a determination is made as to whether the carrying value of the property’s long-lived assets exceeds estimated realizable value. Long-lived assets consist primarily of Property and Equipment. No impairment was determined as of September 29, 2013. |
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Goodwill and Intangibles |
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Goodwill is recognized as a result of an acquisition when the price paid for the acquired business exceeds the fair value of its identified net assets. Identifiable intangible assets are recognized at their fair value when acquired. Goodwill and intangible assets with indefinite useful lives are not amortized, but instead tested for impairment at least annually. The Company performs the qualitative assessment using a “more likely than not” concept first. The determination of the value of such intangible assets requires management to make estimates and assumptions that affect the consolidated financial statements. If it is determined that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is necessary. The Company is compared to its carrying value to determine whether an indication of impairment exists. If impairment exists, then the fair value of the goodwill is determined by allocation of the Company’s fair value to its assets and liabilities (including any unrecognized intangible assets). Intangible assets with definite useful lives are amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment. |
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The Company has evaluated its goodwill and intangibles that were acquired in prior periods for impairment and has determined that goodwill and intangibles were not impaired for continuing operations as of the quarter ended September 29, 2013. |
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The carrying amounts of goodwill are as follows (in thousands): |
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| | September 29, | | | June 30, | |
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Precision Components | | $ | 9,785 | | | $ | 9,785 | |
Flanges and Fitting | | | 1,712 | | | | 1,712 | |
Wireless | | | — | | | | — | |
Total | | $ | 11,497 | | | $ | 11,497 | |
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Goodwill and Intangibles |
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The gross carrying amount and accumulated amortization of acquired intangible assets are as follows (in thousands): |
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| | September 29, | | | June 30, | |
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Patents | | $ | 272 | | | $ | 272 | |
Tradenames | | | 75 | | | | 75 | |
Customer Relationships | | | 4,971 | | | | 4,971 | |
Total Gross Carrying Value | | | 5,318 | | | | 5,318 | |
Accumulated Amortization | | | (822 | ) | | | (696 | ) |
Total Net Carrying Value | | $ | 4,496 | | | $ | 4,622 | |
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Intangible assets are being amortized using the straight-line method over estimated useful lives ranging from 5 to 15 years. Amortization expense totaled $126 thousand for other identifiable intangible assets for the quarter ended September 29, 2013. |
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Estimated future amortization expense for the next five years as of September 29, 2013 is as follows (in thousands): |
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Fiscal Years | | Amount | | | | |
2014 | | | $ | 378 | | | | |
2015 | | | | 503 | | | | |
2016 | | | | 503 | | | | |
2017 | | | | 503 | | | | |
2018 | | | | 502 | | | | |
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Deferred Revenue |
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Unearned revenue consists of customer deposits for the development of molds used in the manufacturing process. As of September 29, 2013 and June 30, 2013, unearned income was $712 thousand and $1,103 thousand, respectively. The Company recognizes revenue and the related expenses when the customer approves the mold for production. Accordingly, as of September 29, 2013 and June 30, 2013, the Company has incurred costs of $762 thousand and $897 thousand, respectively, related to molds in the process of being developed which have been deferred and are included as part of the total current assets on the accompanying balance sheet. |
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Revenue Recognition |
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Revenue is measured at the fair value of the consideration received or receivable net of sales tax, trade discounts, and customer returns. |
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The Company recognizes revenue when the earnings process is complete. This generally occurs when products are shipped to the customer in accordance with the contract or purchase order, ownership and risk of loss have passed to the customer, collectability is reasonably assured, and pricing is fixed and determinable. In instances where title does not pass to the customer upon shipment, the Company recognizes revenue upon delivery or customer acceptance, depending on terms of the sales agreement. Service sales, representing maintenance and engineering activities, are recognized as services are performed. |
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Financial Instruments |
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The Company’s financial instruments consist of cash and cash equivalents, notes and accounts receivable, accrued liabilities, and notes and accounts payable. It is management’s opinion that the Company is not exposed to significant interest rate or credit risks arising from these instruments. The fair values of these financial instruments approximate their carrying values. |
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Use of Estimates |
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The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
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Income Taxes |
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The Company accounts for income taxes pursuant to Accounting Standards Codification (“ASC”) 740, Income Taxes, which utilizes the asset and liability method of computing deferred income taxes. The objective of this method is to establish deferred tax assets and liabilities for any temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. The current and deferred tax provision is allocated among the members of the consolidated group on the separate income tax return basis. |
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ASC 740 also provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements. Tax positions must meet a “more-likely-than-not” recognition threshold at the effective date to be recognized. During the three months ended September 29, 2013 the Company recognized no adjustments for uncertain tax positions. |
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The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. No interest and penalties related to uncertain tax positions were recognized at September 29, 2013. The Company expects no material changes to unrecognized tax positions within the next twelve months. |
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The tax returns for the years ending June 30, 2010 through 2012 are open to examination by federal and state authorities. |
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Presentation of Certain Taxes |
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The Company collects various taxes from customers and remits these amounts to applicable taxing authorities. The Company’s accounting policy is to exclude these taxes from revenues and cost of sales. |
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Advertising |
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Advertising costs are charged to operations when incurred. Total advertising costs for the quarters ended September 29, 2013 and September 30, 2012 was approximately $11 thousand and $28 thousand, respectively. |
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Foreign Currency Transactions |
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AFT-Hungary’s functional currency is the U.S. Dollar, transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. Transaction gains and losses had no material impact on the Company’s results of operations for any year presented. |