Exhibit 99.2
STANDARD AUTOMOTIVE CORPORATION
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
As of March 31, 2000
(in thousands)
Standard Ranor Airborne/Gear
Automotive ----------------------- ----- -------------------------
Corporation Results Adjustments Total Results Adjustments Pro Forma
----------- ------- ----------- ----- ------- ----------- ---------
ASSETS
Cash and Marketable securities $ 3,238 $ -- $ -- $ 3,238 $ 17 $ -- $ 3,255
Accounts receivable - net 25,217 -- -- 25,217 1,894 -- 27,111
Inventories 20,602 -- -- 20,602 2,350 -- 22,952
Other current assets 2,037 -- -- 2,037 4 -- 2,041
-------- -------- -------- -------- -------- -------- --------
Total Current Assets 51,094 -- -- 51,094 4,266 -- 55,360
Property, plant and equipment - net 38,724 -- -- 38,724 2,478 1,953(A) 43,155
Goodwill and other assets 47,447 -- -- 47,447 -- 7,250(B) 54,697
-------- -------- -------- -------- -------- -------- --------
Total Assets $137,265 $ -- $ -- $137,265 $ 6,743 $ 9,203 $153,211
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LIABILITIES
Short-term borrowings $ 4,000 -- -- $ 4,000 $ 380 $ -- $ 4,380
Accounts payable and accrued
expenses 21,488 -- -- 21,488 363 -- 21,851
Other current liabilities 10,598 -- -- 10,598 226 -- 10,824
-------- -------- -------- -------- -------- -------- --------
Total Current Liabilities 36,086 -- -- 36,086 968 -- 37,054
Long-term debt 64,261 -- -- 64,261 -- 14,631(C) 78,892
Other non-current liabilities -- -- -- -- 347 -- 347
Shareholders' equity 36,918 -- -- 36,918 5,428 (5,428)(D) 36,918
-------- -------- -------- -------- -------- -------- --------
Total Liabilities and
Shareholders' equity $137,265 $ -- $ -- $137,265 $ 6,743 $ 9,203 $153,211
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See Notes to Unaudited Pro Forma Consolidated Condensed Balance Sheet.
1. The Unaudited Pro Forma Consolidated Condensed Balance Sheet was prepared to
reflect the acquisitions as if they had occurred on March 31, 2000. The Company
is currently reviewing the allocation of purchase price, which is subject to
change. Outlined below are the pro forma adjustments for the periods presented:
(A) Represents the write-up of PP&E to fair market value.
(B) Represents the estimated excess cost over net assets acquired plus
financing fees.
(C) Represents the debt incurred in financing the Airborne acquisition.
(D) Represents the elimination of the acquired equity.
2. The Airborne acquisition also has potential earnouts estimated to be
$3,600,000 based on defined EBITDA hurdles.
3. Ramor was purchased in June 1999. Ranor's Balance Sheet is included in
Standard Automotive Corporation's March 31, 2000 Balance Sheet.
STANDARD AUTOMOTIVE CORPORATION
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF INCOME
For the Twelve Months Ended March 31, 2000
(in thousands, except per share amounts)
Standard Ranor Airborne/Gear
Automotive ------------------------ --------- -----------------------
Corporation Results Adjustments Total Results Adjustments Pro Forma
----------- --------- ----------- --------- --------- ----------- ---------
Revenues, net $ 159,476 $ 3,930 $ -- $ 163,406 $ 9,719 $ -- $173,125
Operating income 14,647 733 (780)(A) 14,600 3,107 (2,764)(C) 14,942
Net income $ 5,397 $ 417 $ (445)(B) $ 5,369 $ 2,083 $ (1,575)(B) $ 5,878
========= ========= ========= ========= ========= ========= ========
Preferred dividend 1,160 1,160
Basic net income per share $ 1.17 $ 1.30
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Diluted net income per share $ 1.11 $ 1.21
========= ========
Basic weighted average number
of shares outstanding 3,623 3,623
Diluted weighted average number
of shares outstanding 4,867 4,867
See Notes to Unaudited Pro Forma Consolidated Condensed Statement of Income.
1. The Unaudited Pro Forma Consolidated Condensed Statement of Income has
been prepared to reflect the acquisitions as if they occurred April 1,
1999 and may not be indicative of the results had the acquisitions
occurred on April 1, 1999. The Company is currently reviewing the
allocation of purchase price, which is subject to change. Outlined below
are the pro forma adjustments for the periods presented:
(A) Represents pro forma expenses associated with the acquisition of
Ranor on June 16, 1999, as outlined below:
Additional interest expense associated with the acquisition of Ranor $590,000
Depreciation expense on the write-up of Ranor fixed assets to market value 155,000
Amortization of incremental goodwill resulting from purchase of Ranor 35,000
--------
$780,000
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(B) Represents the estimated after tax effect of adjustments per notes
(A) and (C).
(C) Represents pro forma expenses associated with the acquisition of
Airborne on April 26, 2000, as outlined below:
Additional interest expense associated with the acquisition of Airborne $ 1,683,000
Allocation of goodwill to work in process inventory that was sold
(based on preliminary allocation of purchase price) 402,000
Depreciation expense related to the write-up of Airborne fixed assets to
market value (based on preliminary allocation of purchase price) 370,000
Amortization of incremental goodwill resulting from purchase of Airborne
(based on preliminary allocation of purchase price) 298,000
Amortization of financing costs over five years 257,000
Net of non-recurring prior owners' compensation based on new employment
agreements, offset by additional Corporate oversight expenses (246,000)
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$ 2,764,000
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