Acquisitions

Radar Industries, Inc.

On September 30, 2014, the Company, through a wholly-owned subsidiary, consummated the transactions contemplated by the Asset Purchase Agreement, dated September 30, 2014 (the "Radar Agreement"), with Radar Industries, Inc., and Radar Mexican Investments, LLC (together "Radar"), which produce engineered metal stampings and machined parts for the motor vehicle industry.

The Company acquired Radar to further its investment in stamping technologies and expand the diversity of its customer base, product offering and geographic footprint. Radar's results of operations are reflected in the Company's consolidated statements of income from the acquisition date.

The aggregate fair value of consideration transferred in connection with the Radar Agreement was $57,874 ($57,799 net of cash acquired) in cash on the date of acquisition. Of this amount, $6,500 in cash was placed into escrow, to serve as security for any indemnification claims made by the Company under the Radar Agreement. During July 2015, certain settlements occurred resulting in $1,296 in escrow funds being returned to the Company for indemnification of claims and $195 in escrow funds returned as a reduction in the final purchase price. To date, $2,759 in escrow funds have been released to Radar, leaving a remaining escrow balance of $2,250 at October 31, 2015 which is expected to be settled by September of 2016.

The acquisition of Radar has been accounted for using the acquisition method in accordance with the FASB ASC Topic 805, "Business Combinations." Assets acquired and liabilities assumed were recorded at their estimated fair values as of the acquisition date. The fair values of identifiable intangible assets were based on valuations using the income approach and estimates provided by management. The excess of the purchase price over the estimated fair values of the tangible assets, identifiable intangible assets and assumed liabilities was recorded as goodwill. The allocation of the purchase price is based upon a valuation of certain assets acquired and liabilities assumed. The final price allocation was as follows:



Cash and cash equivalents	$	75
Accounts receivable	14,136
Inventory	13,144
Prepaid assets and other	2,780
Property, plant and equipment	25,922
Goodwill	14,053
Intangible assets	6,380
Accounts payable and other	(18,811		)
Net assets acquired	$	57,679

The Company utilized a third party to assist in the fair value determination of certain components of the purchase price allocation, namely inventory, property, plant and equipment and intangible assets. Changes in the final purchase price allocation, as compared to the preliminary purchase price allocation, were primarily a result of a decrease of $2,486 in inventory, an increase in prepaid assets and other assets of $2,685 and an increase in goodwill of $300.

The Company believes the amount of goodwill resulting from the purchase price allocation is attributable to the workforce of the acquired business (which is not eligible for separate recognition as an identifiable intangible asset) and the synergies expected after the Company's acquisition of Radar. All of the goodwill was allocated to a wholly owned subsidiary of the Company. The total amount of goodwill expected to be deductible for tax purposes is $30,648 and is estimated to be deductible over approximately 15 years through October, 2029.

Of the $6,380 of acquired intangible assets, $4,000 was assigned to customers that have a useful life of 14 years, amortizable through September 2028, $2,300 was assigned to developed technologies with an useful life of 10 years, amortizable through September 2024 and $80 was assigned to a non-compete agreement with an useful life of 5 years, amortizable through September 2019. The Company utilized a third party to assist in assigning a fair value to acquired assets. The total amount of identifiable intangible assets expected to be deductible for tax purposes is $6,380 and is deductible over 15 years through September 2029.

Finnveden Metal Structures

On June 30, 2014, Shiloh Holdings Sweden AB, a wholly-owned subsidiary of the Company, entered into and consummated the transactions contemplated by the Share Sale and Purchase Agreement, dated May 21, 2014, (The "FMS Agreement") with FinnvedenBulten AB and Finnveden AB ("Finnveden"), a wholly-owned subsidiary of FinnvedenBulten AB, a producer of aluminum and steel stampings and magnesium die cast and machined parts for the motor vehicle industry.

The Company acquired Finnveden in order to expand its stamping capabilities while adding magnesium die casting to its product line, a key growth segment, and technology being used to address the lightweighting needs of automakers. Additionally, the Finnveden acquisition adds strategic European locations in Sweden and Poland while diversifying its customer base. Finnveden's results of operations are reflected in the Company's consolidated statements of income from the acquisition date.

The aggregate fair value of consideration transferred in connection with the FMS Agreement was $72,618, ($66,396 net of cash acquired), in cash on the date of acquisition.

The acquisition of Finnveden has been accounted for using the acquisition method in accordance with FASB ASC Topic 805, "Business Combinations." Assets acquired and liabilities assumed were recorded at their estimated fair values as of the acquisition date. The fair values of identifiable intangible assets were based on valuations using the income approach and estimates provided by management. The excess of the purchase price over the estimated fair values of the tangible assets, identifiable intangible assets and assumed liabilities were recorded as goodwill. The allocation of the purchase price is based upon a valuation of certain assets acquired and liabilities assumed. The final purchase price allocation was as follows:



Cash and cash equivalents	$	6,222
Accounts receivable	29,744
Inventory	18,711
Prepaid expenses	11,828
Property, plant and equipment	37,474
Goodwill	6,681
Intangible assets	136
Other non-current assets	3,676
Accounts payable and other	(36,416		)
Long term liabilities	(5,438		)
Net assets acquired	$	72,618

The Company utilized a third party to assist in the fair value determination of certain components of the purchase price allocation, namely inventory, property, plant and equipment and intangible assets. Changes in the final purchase price allocation, as compared to the preliminary purchase price allocation, were primarily a result of a decrease in inventory of $8,147, an increase in prepaid expenses of $8,147 and an increase of $2,006 in property, plant and equipment. Goodwill and intangible assets decreased $1,123 and $1,000, respectively.

The Company believes the amount of goodwill resulting from the purchase price allocation is attributable to the workforce of the acquired business (which is not eligible for separate recognition as an identifiable intangible asset) and the expected synergies after the Company's acquisition of Finnveden. All of the goodwill was allocated to a wholly owned subsidiary of the Company. The Company does not expect that the amount of goodwill will be deductible for tax purposes under current Polish or Swedish tax law.

The $136 of acquired intangible assets was assigned to customers that have a useful life of 10 years, amortized through June 2024. The fair value assigned to identifiable intangible assets acquired have been determined primarily by using the income approach, which discounts expected future cash flows to present value using estimates and assumptions determined by management. The Company utilized a third party to assist in assigning a fair value to acquired intangible assets. The Company does not expect that the total amount of identifiable intangible assets will be deductible for tax purposes under current Polish or Swedish tax law.

Prior Year Acquisitions

On June 11, 2013, a wholly-owned subsidiary of the Company entered into an Asset Purchase Agreement with Contech Castings, LLC and its subsidiary Contech Casting Real Estate Holdings, LLC (together "Contech"). Under the terms of the Agreement, the Company acquired certain assets and assumed certain specified liabilities for $42,536, which consisted of $42,187 in cash on the date of the acquisition after adjustments in working capital, certain assumed liabilities and amounts of capital expenditures. The acquisition closed on August 2, 2013.

On December 13, 2012, the Company acquired certain assets of Atlantic Tool & Die - Alabama, Inc. ("Anniston") for $6,347. The results of operations for Anniston are included in the Company's consolidated financial statements from the date of acquisition.

On December 28, 2012, the Company acquired Pleasant Prairie ("Albany-Chicago") for aggregate fair value consideration transferred of $55,935 after considering working capital adjustments. Pleasant Prairie's results of operations are reflected in the Company's consolidated statements of income from the acquisition date.

Acquisition Related Costs

In fiscal years 2015, 2014, and 2013, the Company expensed approximately $433, $3,450 and $1,300, respectively, of acquisition related costs.