ACQUISITIONS

Fiscal 2019 Acquisition

Grakon Parent, Inc.

On September 12, 2018, we acquired 100% of the stock of Grakon for $421.6 million in cash, net of cash acquired. The business, headquartered in Seattle, Washington, is a manufacturer of custom designed lighting solutions and highly styled engineered components. Grakon’s manufacturing capabilities and products help diversify our product offerings and expand the Industrial segment, which is a key component of our strategic direction. The accounts and transactions of Grakon have been included in the Automotive and Industrial segments in the condensed consolidated financial statements from the effective date of the acquisition. For goodwill impairment testing purposes, Grakon has been included in the Company's North American Automotive and Grakon Industrial reporting units.

The Company has not yet completed the process of estimating the fair value of the assets acquired and liabilities assumed. Accordingly, the Company's preliminary estimates and the allocation of the purchase price to the assets acquired and liabilities assumed may change as the Company completes the process, which would likely impact the Company's allocation of the purchase price to goodwill. Based on the Company's preliminary allocation of the purchase price, revised as of January 26, 2019, goodwill increased $2.9 million from the preliminary amount reported in the Company's condensed consolidated financial statements at October 27, 2018. The revised preliminary allocation of the purchase price to the fair values of the assets acquired and liabilities assumed were:



Cash	$	6.9
Accounts Receivable	36.1
Inventory	31.0
Prepaid Expenses and Other Current Assets	1.2
Other Intangible Assets	218.9
Goodwill	178.1
Pre-production Costs	1.5
Property, Plant and Equipment	16.2
Accounts Payable	(19.4		)
Salaries, Wages and Payroll Taxes	(4.4		)
Other Accrued Expenses	(7.2		)
Income Tax Payable	(0.7		)
Deferred Income Tax Liability	(29.7		)
Total Purchase Price	$	428.5

The following table presents details of the intangible assets acquired:



	Fair Value at Date of Acquisition		Amortization Period
Customer Relationships and Agreements - Significant Customer	$	54.0	19.5 years
Customer Relationships and Agreements - All Other Customers	125.0		19.5 years
Technology Licenses	17.7		6.3 years
Trade Names	22.2		8.5 years
Total	$	218.9

The Company's results of operations for the three months ended January 26, 2019 was comprised of revenues of $46.9 million and net income of $4.4 million from Grakon. The Company's results of operations for the nine months ended January 26, 2019 included approximately four and a half months of the operating results of Grakon, which was comprised of revenues of $71.1 million and net income of $4.2 million.

Acquisition-related costs of $3.8 million and $15.3 million were incurred in relation to the acquisition of Grakon for the three and nine months ended January 26, 2019, respectively. Acquisition-related costs for the three months ended January 26, 2019 included $0.8 million of costs which have been reported in selling and administrative expenses and $3.0 million of costs which have been reported in costs of products sold on the condensed consolidated statements of income. Acquisition-related costs for the nine months ended January 26, 2019 included $9.7 million of costs which have been reported in selling and administrative expenses and $5.6 million of costs which have been reported in costs of products sold on the condensed consolidated statements of income.

Fiscal 2018 Acquisitions

Procoplast S.A.

On July 27, 2017, we acquired 100% of the stock of Procoplast S.A. ("Procoplast") for $22.2 million in cash, net of cash acquired. The business, located near the Belgian-German border, is an independent manufacturer of automotive assemblies. The accounts and transactions of Procoplast have been included in the Automotive segment in the consolidated financial statements from the effective date of the acquisition. For goodwill impairment testing purposes, Procoplast has been included in the Company's European Automotive reporting unit.

During the fourth quarter of fiscal 2018, the Company completed the allocation of the purchase price to the assets acquired and liabilities assumed. The final allocation of the purchase price to the fair values of the assets acquired and liabilities assumed was:



Cash	$	1.3
Accounts Receivable	7.4
Inventory	3.5
Other Intangible Assets	19.2
Goodwill	6.8
Pre-production Costs	2.3
Property, Plant and Equipment	23.8
Accounts Payable	(4.9		)
Salaries, Wages and Payroll Taxes	(0.8		)
Other Accrued Expenses	(0.7		)
Income Tax Payable	(0.6		)
Short-term Debt	(3.2		)
Other Liabilities	(2.1		)
Long-term Debt	(20.6		)
Deferred Income Tax Liability	(7.9		)
Total Purchase Price	$	23.5

The following table presents details of the intangible assets acquired:



	Fair Value at Date of Acquisition		Amortization Period
Customer Relationships and Agreements - Significant Customer	$	12.3	17.0 years
Customer Relationships and Agreements - All Other Customers	2.8		11.5 years
Technology Licenses	2.1		8.5 years
Trade Names	2.0		8.5 years
Total	$	19.2

No acquisition-related costs were incurred in relation to the acquisition of Procoplast for the three months ended January 27, 2018. Acquisition-related costs of $1.3 million were incurred in relation to the acquisition of Procoplast for the nine months ended January 27, 2018. Acquisition costs for the nine months ended January 27, 2018 included $1.1 million of costs which have been reported in selling and administrative expenses and $0.2 million of costs which have been reported in costs of products sold on the condensed consolidated statements of income.

Pacific Insight Electronics Corp.

On October 3, 2017, we acquired 100% of the outstanding common shares of Pacific Insight Electronics Corp. ("Pacific Insight") in a cash transaction for $108.7 million, net of cash acquired. Pacific Insight, headquartered in Vancouver, British Columbia, Canada, is a global solutions provider offering design, development, manufacturing and delivery of lighting and electronic products and full-service solutions to the automotive and commercial vehicle markets, and has manufacturing facilities in both Canada and Mexico. Its technology in LED-based ambient and direct lighting expands our presence within the automotive interior, as well as augments our efforts in overhead console and other areas. The accounts and transactions of Pacific Insight have been included in the Automotive segment in the consolidated financial statements from the effective date of the acquisition. For goodwill impairment testing purposes, Pacific Insight has been included in the Company's North American Automotive reporting unit.



Cash	$	4.9
Accounts Receivable	18.3
Inventory	13.0
Prepaid Expenses and Other Current Assets	0.3
Income Taxes Receivable	1.2
Other Intangible Assets	40.1
Goodwill	50.4
Pre-production Costs	0.8
Property, Plant and Equipment	13.2
Accounts Payable	(7.9		)
Salaries, Wages and Payroll Taxes	(0.8		)
Other Accrued Expenses	(2.9		)
Short-term Debt	(0.8		)
Long-term Debt	(3.4		)
Deferred Income Tax Liability	(12.8		)
Total Purchase Price	$	113.6

The following table presents details of the intangible assets acquired:



	Fair Value at Date of Acquisition		Amortization Period
Customer Relationships and Agreements - Automotive	$	22.6	11.0 years
Customer Relationships and Agreements - Commercial	9.6		13.0 years
Trade Names	6.2		7.5 years
Technology Licenses	1.7		5.5 years
Total	$	40.1

No acquisition-related costs were incurred in relation to the acquisition of Pacific Insight for the three months ended January 27, 2018. Acquisition-related costs of $5.5 million were incurred in relation to the acquisition of Pacific Insight for the nine months ended January 27, 2018. Acquisition-related costs for the nine months ended January 27, 2018 included $4.9 million of costs which have been reported in selling and administrative expenses and $0.6 million of costs which have been reported in costs of products sold on the condensed consolidated statements of income.

The following table presents unaudited supplemental pro forma results for the three and nine months ended January 26, 2019 and January 27, 2018, respectively, as if both the Grakon acquisition had occurred as of the beginning of fiscal 2018 and the Pacific Insight acquisition had occurred as of the beginning of fiscal 2017. The unaudited pro forma information is presented for information purposes only and is not indicative of the results of operations that would have been achieved if the acquisitions had taken place at such times. The unaudited pro forma results presented below primarily include amortization charges for acquired intangible assets, depreciation adjustments for property, plant and equipment that has been revalued, interest expense adjustments due to an increased debt level, adjustments for certain acquisition-related charges and related tax effects.



	(Unaudited)
	Three Months Ended					Nine Months Ended
	January 26, 2019		January 27, 2018			January 26, 2019		January 27, 2018
Revenues	$	249.5	$	261.2		$	805.7	$	804.6
Net Income	$	36.0	$	(23.9	)	$	91.4	$	28.8