ACQUISITIONS

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.

The Company has not yet completed the process of estimating the fair value of the Procoplast 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 October 28, 2017, goodwill decreased $0.9 million from the preliminary amount reported in the Company's condensed consolidated financial statements at July 29, 2017. The revised preliminary allocation of the purchase price to the fair values of the assets acquired and liabilities assumed were:



(Dollars in Millions)
Cash	$	1.3
Accounts Receivable	10.8
Inventory	3.5
Intangible Assets	12.0
Goodwill	15.4
Other Assets	0.1
Property, Plant and Equipment	19.9
Accounts Payable	(4.9		)
Salaries, Wages and Payroll Taxes	(0.7		)
Other Accrued Expenses	(4.7		)
Income Taxes Payable	(0.6		)
Short-term Debt	(1.4		)
Other Liabilities	(5.6		)
Long-term Debt	(17.4		)
Deferred Income Tax Liability	(4.2		)
Total Purchase Price	$	23.5

Acquisition-related costs of $0.2 million were incurred in relation to the acquisition of Procoplast for the three months ended October 28, 2017, all of which have been reported in costs of products sold on the condensed consolidated statements of income. Acquisition-related costs of $1.3 million were incurred in relation to the acquisition of Procoplast for the six months ended October 28, 2017, of which $1.1 million have been reported in selling and administrative expenses and $0.2 million 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 $107.7 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 will expand our presence within the automotive interior, as well as augment 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.

The Company has not yet completed the process of estimating the fair value of the Pacific Insight 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, the fair values of the assets acquired and liabilities assumed were:



(Dollars in Millions)
Cash	$	4.9
Accounts Receivable	18.3
Inventory	13.5
Prepaid Expenses and Other Current Assets	0.3
Income Taxes Receivable	1.2
Intangible Assets	40.8
Goodwill	51.2
Pre-production Costs	0.8
Property, Plant and Equipment	10.2
Accounts Payable	(7.9		)
Salaries, Wages and Payroll Taxes	(0.6		)
Other Accrued Expenses	(3.9		)
Short-term Debt	(0.8		)
Long-term Debt	(3.4		)
Deferred Income Tax Liability	(12.0		)
Total Purchase Price	$	112.6

The Company's results of operations for the three and six months ended October 28, 2017 included approximately one month of the operating results of Pacific Insight, which was comprised of revenues of $7.0 million and net loss of $0.2 million.

The following table presents the unaudited pro forma results for the three and six months ended October 28, 2017 and October 29, 2016. The unaudited pro forma financial information combines the results of operations of Methode and Pacific Insight as though the companies had been combined as of the beginning of fiscal 2017, and the 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 acquisition had taken place at such time. The unaudited pro forma results presented below primarily include amortization charges for acquired intangible assets, adjustments for certain acquisition-related charges, and related tax effects.



	(Unaudited)
	Three Months Ended		Six Months Ended
(Dollars in Millions)	October 28, 2017	October 29, 2016	October 28, 2017	October 29, 2016
Revenues	245.8	233.7	470.5	448.2
Net Income	27.6	25.5	49.5	47.5

Acquisition-related costs of $4.0 million were incurred in relation to the acquisition of Pacific Insight for the three months ended October 28, 2017, of which $3.4 million have been reported in selling and administrative expenses and $0.6 million have been reported in costs of products sold on the condensed consolidated statements of income. Acquisition-related costs of $5.5 million were incurred in relation to the acquisition of Pacific Insight for the six months ended October 28, 2017, of which $4.9 million have been reported in selling and administrative expenses and $0.6 million have been reported in costs of products sold on the condensed consolidated statements of income.