On January 16, 2018, the Company entered into an Asset Purchase Agreement (the "Agreement") with Horizon Plastics International Inc., 1541689 Ontario Inc., 2551024 Ontario Inc. and Horizon Plastics de Mexico, S.A. de C.V. (collectively "Horizon Plastics"). Pursuant to the terms of the Agreement the Company acquired substantially all of the assets and assumed certain specified liabilities of Horizon Plastics for a cash purchase of $62,457,000, subject to a working capital closing adjustment and other customary holdbacks, which are still pending.

The acquisition was funded through a combination of cash on hand and borrowings under the Amended and Restated Credit Agreement ("A/R Credit Agreement"), further described in Note 11, entered into with KeyBank National Association as administrative agent and various other financial institutions on January 16, 2018.

The purpose of the acquisition was to increase the Company's process capabilities to include structural foam and structural web molding, expand its geographical footprint, and diversify the Company's customer base.

Consideration was preliminarily allocated to assets acquired and liabilities assumed based on their fair values as of the acquisition date as follows:



Accounts Receivable	$	7,655,000
Inventory	6,567,000
Other Current Assets	642,000
Property and Equipment	12,994,000
Intangibles	17,520,000
Goodwill	20,554,000
Accounts Payable	(3,181,000		)
Other Current Liabilities	(294,000		)
	$	62,457,000

The purchase price included consideration for strategic benefits, including an assembled workforce, operational infrastructure and synergistic revenue opportunities, which resulted in the recognition of goodwill. The goodwill is deductible for income tax purposes.

The Company incurred $1,289,000 of expense for the six months ended June 30, 2018 associated with the acquisition, which is recorded in selling, general and administrative expense.

The amount preliminarily allocated to intangible assets has been attributed to the following categories and will be amortized over the useful lives of each individual asset identified on a straight-line basis as follows:



Acquired Intangible Assets	Estimated Fair Value		Estimated Useful Life (Years)
Non-competition Agreement	$	1,910,000	5
Trademarks	1,610,000		25
Developed Technology	4,420,000		7
Customer Relationships	9,580,000		12
Total	$	17,520,000

The allocation of purchase price is preliminary and subject to completion upon obtaining the necessary remaining information, including (1) the identification and valuation of assets acquired and liabilities assumed, including intangible assets and related goodwill, and (2) the finalization of the opening balance sheet, including working capital settlements which are still pending. We have preliminarily valued the acquired assets and liabilities based on their estimated fair value. These estimates are subject to change as additional information becomes available. Any adjustments to the preliminary fair values will be made as such information becomes available and made within the customary measurement period.

Pro Forma Information

The unaudited pro forma information for the combined results of the Company has been prepared as if the 2018 acquisitions had taken place on January 1, 2017. The unaudited pro forma information is not necessarily indicative of the results that we would have achieved had the transactions actually taken place on January 1, 2017 and the unaudited pro forma information does not purport to be indicative of future financial operating results.



	Pro forma for the three months ended June 30,				Pro forma for the six months ended June 30,
	2018		2017		2018		2017
Net revenue	$	68,601,000	$	62,971,000	$	134,316,000	$	116,318,000
Net income	543,000		3,270,000		1,773,000		6,181,000
Net income per common share:
Basic	$	0.07	$	0.43	$	0.23	$	0.81
Diluted	$	0.07	$	0.42	$	0.23	$	0.80

The unaudited pro forma net income includes the following adjustments that would have been recorded had the 2018 acquisition taken place on January 1, 2017.



	Pro forma for the three months ended June 30,						Pro forma for the six months ended June 30,
	2018			2017			2018			2017
Depreciation expense	$	—		$	16,000		$	55,000		$	38,000
Amortization expense	—			469,000			78,000			938,000
Interest expense	(124,000		)	468,000			(107,000		)	937,000
Income tax expense (benefit)	$	26,000		$	(283,000	)	$	(14,000	)	$	(470,000	)

The unaudited pro forma net income excludes non-recurring incremental transaction costs of $6,000 and $1,289,000 directly attributable to the transaction for the three and six months ended June 30, 2018.