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.

The purchase accounting has been finalized and the final allocation of consideration for the Signature acquisition is as follows:


	Initial Allocation of Consideration		Measurement Period Adjustments(1)			Final 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		(18	)		28,263
Right of use asset - operating leases		3,946		—			3,946
Intangible assets		127,000		9,700			136,700
Goodwill		215,105		(32,007	)		183,098
Assets acquired	$	416,326	$	(22,200	)	$	394,126

Liabilities assumed:
Accounts payable	$	4,542	$	362		$	4,904
Accrued expenses		5,646		266			5,912
Operating lease liability - short-term		525		—			525
Operating lease liability - long-term		2,400		—			2,400
Deferred income taxes		55,054		(22,981	)		32,073
Total liabilities assumed		68,167		(22,353	)		45,814

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 estimated fair value of $7.0 million based on a risk-adjusted income approach, of which $1.9 million was classified as current as of the date of acquisition. 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 lives of the long term notes receivable through their maturities in August 2026.

In May 2025, subsequent to the acquisition date and final allocation of consideration for the Signature acquisition, the customer prepaid the remaining balance of the outstanding long term notes receivable for $8.3 million. The $3.2 million allowance for credit loss was reversed and recognized as a reduction to bad debt expense included in Selling, general and administrative and the remaining noncredit discount of $0.3 million was accelerated into interest income included in Interest expense on the Condensed Consolidated Statements of Operations (Unaudited).

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 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 period presented, nor is it intended to be a projection of future results.