SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Dec. 29, 2013 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Basis of Presentation/Principles of Consolidation | ' |
Basis of Presentation/Principles of Consolidation |
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The accompanying Condensed Consolidated Financial Statements of ARC Group Worldwide, Inc. and Subsidiaries (together, the “Company” or “ARC”) have been prepared in conformity with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and assumptions, which could differ materially from actual results. In addition, certain information or footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed, or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, the financial statements include all adjustments (which are of a normal and recurring nature) necessary for the fair presentation of the results of the interim periods presented. These Condensed Consolidated Financial Statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2013. |
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The Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in 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 August 8, 2012, the Company operated as a diversified manufacturing holding company active in metal injection molding, specialty hermetic seals, and flanges & fittings and operated under two reportable business segments: |
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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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Subsequent to the Acquisitions on August 8, 2012 (as defined below), the Company operates three business segments, with an addition of a fourth business segment, the 3DMT Group, established during the second quarter of fiscal year 2014: |
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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; | | | | | | |
| · | Wireless Group, consisting of ARC Wireless LLC and ARC Wireless Ltd; and | | | | | | |
| · | 3DMT Group, consisting of 3D Material Technologies and the tooling product line. | | | | | | |
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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. Consequently, the Company has classified the results of operations of TubeFit as a discontinued operation for all periods presented. |
Significant Business Acquisitions | ' |
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”). |
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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 have been eliminated in the financial statements. |
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In connection with the QMT Acquisition, the Company sold 57,505 shares of ARC’s Common Stock (after giving effect to the 1:1.95 reverse stock split) to Carret P.T., LP in consideration for a 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 during 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 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, net of discount. |
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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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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 and six months ended December 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 Dec 30, 2012 | | | Six Month Period Ended Dec 30, 2012 | | |
Revenue | | $ | 17,404 | | | $34,174 | | |
Income from continuing operations | | | 870 | | | 128 | | |
Loss from discontinued operations | | | (78 | ) | | -141 | | |
Net income (loss) | | $ | 792 | | | ($13) | | |
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Income per common share for continuing operation | | | 0.15 | | | 0.02 | | |
Loss per common share for discontinued operations | | | (0.01 | ) | | -0.03 | | |
Basic and diluted net (loss) income per common share | | $ | 0.14 | | | ($0.01) | | |
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