Business Combinations

Santa Izabel Agro Industria Ltda.

On June 6, 2017, the Company completed the acquisition of Santa Izabel Agro Industria Ltda. ("Santa Izabel"). Santa Izabel designs, manufactures and markets a variety of agricultural implements and trailers sold throughout Brazil. The primary reason for the Santa Izabel acquisition was to broaden the Company's presence in the manufacturing and distribution of agricultural machinery in Brazil. The acquisition price was approximately $10 million. Revenues and earnings subsequent to the acquisition are immaterial during the second and third quarters of 2017.

Old Dominion Brush Company

On June 26, 2017, the Company completed the acquisition of Old Dominion Brush Company, Inc. ("Old Dominion"). Old Dominion manufactures and sells replacement brooms for street sweepers and leaf vacuum equipment. The acquisition price was approximately $18 million. The primary reason for the ODB acquisition was to increase the Company's presence in the sweeper market and broaden our product offerings.

In the period between the closing date and September 30, 2017, ODB has generated approximately $7.0 million of net sales and $.5 million of net income. The Company has included the operating results of ODB in its interim condensed consolidated financial statements since its acquisition.

R.P.M. Tech Inc.

On August 8, 2017, the Company completed the acquisition of R.P.M. Tech Inc. ("R.P.M."). R.P.M. manufactures and sells heavy duty snow removal equipment. The primary reason for the R.P.M acquisition was to strengthen the Company's offering in industrial snowblowers. The acquisition price was approximately $13 million. Revenues and earnings subsequent to the acquisition are immaterial during the third quarter of 2017.

Certain estimated values are not yet finalized and are subject to change, which could be significant. The Company will finalize the amounts once the necessary information is obtained and the analysis is complete. The following are the estimated fair value of the assets acquired and liabilities for all three acquisitions assumed as of the Acquisition date (in thousands):



Cash	$	2,547
Accounts receivable	7,112
Inventory	15,258
Prepaid expenses	134
Income tax receivable	485
Property, plant & equipment	3,921
Intangible assets	6,727
Other assets	572
Other liabilities assumed	(4,898		)

Net assets assumed	$	31,858

Goodwill	9,210
Acquisition Price	$	41,068

These acquisitions are being accounted for in accordance with ASC Topic 805. Accordingly, the total purchase price has been allocated on a preliminary basis to assets acquired and liabilities assumed based on their estimated fair values as of the completion of the acquisitions. These allocations reflect various provisional estimates that were available at the time and are subject to change during the purchase price allocation period as valuations are finalized.