On February 8, 2024, the Company acquired the stock of Signature Systems, a manufacturer and distributor of composite matting ground protection for industrial applications, stadium turf protection and temporary event flooring, which is included in the Material Handling Segment. The Signature acquisition aligns with the Company's long-term strategic plan to transform the Company into a high-growth, customer-centric innovator of value-added engineered plastic solutions. Cash consideration was $348.3 million, net of $4.3 million of cash acquired. Total cash consideration also includes the working capital settlement, which was finalized in June 2024.

The Company funded the acquisition of Signature through an amendment and restatement of Myers’ existing loan agreement, as described in Note 11. Costs related to the acquisition are included within Selling, general and administrative on the Condensed Consolidated Statements of Operations (Unaudited) and totaled $7.0 million, of which $0.3 million and $4.4 million were incurred in the three and nine months ended September 30, 2024, respectively. In the three and nine months ended September 30, 2024, Signature contributed $20.7 million and $71.8 million of revenue, respectively, and $2.6 million and $14.5 million of operating income, respectively, to the Material Handling Segment.

The acquisition of Signature was accounted for using the acquisition method, whereby all of the assets acquired and liabilities assumed were recognized at their fair value on the acquisition date, with any excess of the purchase price over the estimated fair value recorded as goodwill. Goodwill represents the future economic benefits arising from other assets acquired that could not be individually and separately recognized. Goodwill acquired in this transaction will not be tax deductible. The following table summarizes the allocation of the purchase price to the assets acquired and liabilities assumed based on their preliminary estimated fair values at the acquisition date, which are subject to adjustment. Measurement period adjustments recorded for the period ended September 30, 2024 are also summarized in the table below. The purchase accounting will be finalized within one year from the acquisition date. The purchase price allocation to the assets acquired and liabilities assumed is preliminary until the final independent valuation consultant report is issued and the Company finalizes its valuation estimates to determine amounts allocated to intangible assets, the tax effects of the acquisition and the allocation of fair value to any other assets defined below. The Company expects to complete this process no longer than twelve months after the closing of the acquisition.

A summary of the preliminary estimated purchase price allocation is as follows:


	Initial Allocation of Consideration		Measurement Period Adjustments(1)			Updated Preliminary Allocation
Assets acquired:
Accounts receivable	$	18,902	$	(48	)	$	18,854
Inventories		17,612		(239	)		17,373
Prepaid expenses		719		(25	)		694
Other assets - long term		4,761		437			5,198
Property, plant and equipment		28,281		—			28,281
Right of use asset - operating leases		3,946		—			3,946
Intangible assets		127,000		9,700			136,700
Goodwill		215,105		(7,176	)		207,929
Assets acquired	$	416,326	$	2,649		$	418,975

Liabilities assumed:
Accounts payable	$	4,542	$	362		$	4,904
Accrued expenses		5,646		(124	)		5,522
Operating lease liability - short term		525		—			525
Operating lease liability - long term		2,400		—			2,400
Deferred income taxes		55,054		2,258			57,312
Total liabilities assumed		68,167		2,496			70,663

Net acquisition cost	$	348,159	$	153		$	348,312

(1) The Company's preliminary purchase price allocation changed due to additional information and further analysis.

Included in Accounts receivable and Other assets - long term of the table above are long term notes receivable with face value of $11.4 million and preliminary estimated fair value of $7.0 million based on a risk-adjusted income approach, of which $1.9 million was classified as current. The long term notes receivable acquired were considered purchased credit deteriorated assets. At the acquisition date, the Company established a $3.2 million allowance for credit loss, which has been added to the fair value of the loan to determine its amortized cost basis. The $1.2 million difference between the amortized cost basis and unpaid principal represents a noncredit discount that will be amortized into interest income over the remaining live of the long term notes receivable through their maturities in August 2026. Subsequent to the acquisition date, there was no change to the allowance for credit loss on the purchased credit deteriorated assets which have been evaluated through the period ended September 30, 2024.

Intangible assets consist of Signature’s technology, customer relationships and the Signature Systems indefinite-lived trade name, and are summarized in the table below:


	Fair Value		Weighted Average Estimated Useful Life
Customer relationships	$	83,800	10.0 years
Technology		31,300	12.0 years
Total amortizable intangible assets	$	115,100
Intangible assets not subject to amortization:
Trademarks and trade names	$	21,600	Indefinite

The following unaudited pro forma results of operations for the three months ended March 31, 2024 and three and nine months ended September 30, 2023, assumes the Signature acquisition was completed on January 1, 2023. The following pro forma results include adjustments to reflect acquisition related costs, additional interest expense, amortization of intangibles associated with the acquisition, amortization of acquisition-related inventory step-up costs and the effects of adjustments made to the carrying value of certain assets.

The unaudited pro forma results may not be indicative of the results that would have been obtained had the acquisition occurred at the beginning of the periods presented, nor is it intended to be a projection of future results.

On May 31, 2022, the Company acquired the assets of Mohawk, a leading auto aftermarket distributor, which is included in the Distribution Segment. The Mohawk acquisition aligns with the Company's long-term objective to optimize and grow its Distribution business. Cash consideration was $27.8 million, net of $1.1 million of cash acquired. Total cash consideration also includes a $3.5 million working capital adjustment, of which $3.3 million was settled in November 2022 and $0.2 million was settled in February 2023.