Acquisitions

In July 2012, the Company acquired 100% of the stock of Plasticos Novel do Nordeste S.A. ("Novel"), a Brazil-based designer and manufacturer of reusable plastic crates and containers used for closed-loop shipping and storage. Novel also produces a diverse range of plastic industrial safety products. The total purchase price was approximately $31.0 million, which includes a cash payment of $3.4 million, net of $0.6 million of cash acquired, assumed debt of approximately $26.0 million and contingent consideration of $0.9 million based on an earnout. The contingent consideration is contingent upon the results of Novel exceeding predefined earnings before interest, taxes, depreciation and amortization over the next four years.

The operating results of the business acquired have been included in our Material Handling Segment since the date of acquisition. Had this acquisition occurred as of the beginning of the periods presented in these condensed consolidated financial statements, the pro-forma statements of income would not be materially different than the condensed consolidated statements presented. The preliminary allocation of the purchase price and the estimated non-deductible goodwill and other intangibles are as follows:



Preliminary allocation of purchase price
(dollars in thousands)
Assets acquired:
Cash	$	630

Accounts receivable	$	5,467
Inventory	5,993
Property, plant and equipment	13,636
Intangibles	5,790
Deferred tax assets	435
Prepaid assets	1,451
Other	719
Assets acquired, less cash	$	33,491

Liabilities assumed:
Accounts payable and accruals	$	(3,134	)
Other taxes	(3,608		)
Other long-term liabilities	(2,293		)
Debt	(26,028		)
Deferred tax liabilities	(3,804		)
	$	(38,866	)
Goodwill	8,805
Total consideration, less cash acquired	$	3,430

These assets and liabilities are recorded at fair value as of the date of acquisition using primarily level 3 fair value inputs. Intangible assets included in the acquisition of Novel include trade name of $1.6 million, know-how of $1.8 million and customer relationships of $2.4 million. The know-how and customer relationships are subject to amortization and have estimated useful lives of 10 and 6 years, respectively. The Novel trade name has an indefinite life and will be subject to evaluation for impairment. The Company is awaiting final valuation studies to complete the purchase price allocation.

On October 1, 2012, the Company acquired 100% of the stock of Jamco Products Inc. ("Jamco"), an Illinois corporation for $15.0 million, subject to closing adjustments. Jamco is a leading designer and manufacturer of heavy-duty industrial steel carts and safety cabinets. The business will be included in the Material Handling Segment. The Company has just begun the purchase price allocation determination.

In July 2011, the Company acquired tooling assets and intellectual property for a new reusable plastic container used in producing, shipping and processing bulk natural cheese from Material Improvements L.P. The total purchase price was $5.7 million, comprised of a $1.1 million cash payment and $4.6 million contingent consideration, none of which has been paid as of September 30, 2012. The allocation of purchase price included $0.3 million of property, plant and equipment, amortizable intangible assets, which included $1.3 million in technology and $0.2 million for trade name, and $3.9 million in goodwill. These assets and liabilities incurred were recorded at estimated fair value as of the date of the acquisition using primarily level 3 inputs. The operating results of the business acquired have been included in our Material Handling Segment since the date of acquisition.