Acquisitions

In October 2012, the Company acquired 100% of the stock of Jamco Products Inc. ("Jamco"), an Illinois corporation that is a leading designer and manufacturer of heavy-duty industrial steel carts and safety cabinets used across many markets. The total purchase price was approximately $15.1 million in cash, net of $0.1 million of cash acquired.

Jamco's assets and liabilities are recorded at fair value as of the date of acquisition using primarily level 2 and level 3 fair value inputs. Intangible assets included in the acquisition of Jamco are trade name of $1.2 million, technology of $2.0 million, non-compete agreement of $0.1 million and customer relationships of $2.4 million. The technology, non-compete agreement and customer relationships are subject to amortization and have estimated useful lives of ten, two and six years, respectively. The Jamco trade name has an indefinite life and will be subject to periodic (at least annual) evaluation for impairment.

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.

Novel's 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 ten and six years, respectively. The Novel trade name has an indefinite life and will be subject to periodic (at least annual) evaluation for impairment.

The following unaudited pro forma information presents a summary of consolidated results of operations for the Company including Novel and Jamco as if the acquisitions had occurred on January 1, 2012.



	Three Months Ended March 31,
	2012
Net sales	$	212,584
Cost of sales	150,477
Gross profit	62,107
Selling, general & administrative expenses	43,319
Operating income	18,788
Interest expense, net	2,215
Income before taxes	16,573
Income taxes	6,255
Net income	$	10,318

Income per basic share	$	0.31
Income per diluted share	$	0.30

These unaudited pro forma results have been prepared for comparative purposes only and may not be indicative of results of operations which actually would have occurred had the acquisitions taken place on January 1, 2012 or indicative of future results.

The operating results of both businesses acquired have been included in our Material Handling Segment since the date of acquisition. The allocation of the purchase price and the estimated goodwill, which is not deductible for income tax purposes, and other intangibles are as follows:



Assets acquired:	Novel		Jamco
Cash	$	630	$	88
Accounts receivable	5,467		1,690
Inventory	5,993		3,282
Property, plant and equipment	13,636		2,559
Intangibles	5,790		5,680
Deferred tax assets	435		28
Prepaid assets	1,451		48
Other	719		2
Assets acquired, less cash	$	33,491	$	13,289

Liabilities assumed:
Accounts payable and accruals	$	3,134	$	1,436
Other taxes	3,608		676
Other long-term liabilities	2,293		454
Debt	26,028		—
Deferred tax liabilities	3,804		3,044
Liabilities assumed	38,867		5,610
Goodwill	8,805		7,435
Total consideration, less cash acquired	$	3,429	$	15,114