Acquisitions

Weston Brands: On December 16, 2014, HBB completed the asset acquisition of Weston Products, LLC, which HBB refers to as Weston Brands, in exchange for cash consideration of $25.4 million, of which $25.0 million was paid at closing. The final purchase price is subject to customary post-closing adjustments based on net working capital and EBITDA calculations. The net working capital and EBITDA adjustment is estimated to be $0.4 million and will be paid in 2015.

Weston Brands markets a range of game and garden food processing equipment including, but not limited to, meat grinders, bag sealers, dehydrators and meat slicers under the Weston^® brand as well as several private label brands. The results of Weston Brands operations have been included in the Company's Consolidated Financial Statements since the date of acquisition.

The Weston Brands acquisition allows HBB to expand beyond its small kitchen and commercial appliance businesses into the growing, hunting, wild game processing, specialty food processing and specialty housewares industries. The acquisition is also fully supportive of HBB's strategic initiatives, including enhancing placements in the North American consumer market, enhancing internet sales and participating in the only-the-best market.

During 2014, the Company incurred $0.4 million in acquisition costs related to Weston Brands, which is included in Selling, general and administrative expenses in the Consolidated Statement of Operations.

The goodwill arising from the acquisition is expected to be deductible for tax purposes.

The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed of Weston Brands as of the acquisition date:



Accounts receivable	$	6,100
Inventory	5,113
Other current assets	658
Property, plant and equipment	590
Intangible assets	10,100
Total assets acquired	22,561
Current liabilities	3,367
Total liabilities assumed	3,367
Net assets acquired	19,194
Purchase price	25,447
Goodwill	$	6,253

The determination of the fair value of assets acquired and liabilities assumed as of the December 16, 2014 acquisition date is preliminary as the Company has not yet finalized its analysis of the Weston Brands acquisition, including the valuation of identified intangibles. The final purchase price is subject to customary post-closing adjustments based on net working capital and EBITDA calculations. The final allocation is expected to be completed as soon as practicable but no later than 12 months after the acquisition date. See Note 6 for further discussion of the intangible assets acquired.

The results of Weston Brands included in the Company's Consolidated Statement of Operations from the acquisition date through December 31, 2014 are as follows:



Revenues	$	1,102
Operating loss	$	(193	)

NCOA: During 2013, NACoal acquired the equipment of NCOA in exchange for the assumption of outstanding debt of $9.7 million associated with the acquired equipment. The outstanding debt was repaid concurrently with the acquisition of the equipment utilizing borrowings under NACoal's existing unsecured revolving line of credit. In April 2014, NACoal acquired coal reserves and prepaid royalties and assumed certain reclamation obligations of NCOA. The acquisition of NCOA did not include any additional cash consideration. This acquisition, which is being accounted for as a business combination, provides additional coal reserves in Alabama and additional mining equipment with a fair value of $16.6 million as of the acquisition date. The Company also acquired Other non-current assets with a fair value of $3.3 million, assumed reclamation obligations with a fair value of $7.3 million and Other liabilities with a fair value of $12.6 million as of the acquisition date.

During 2014 and 2013, the Company incurred $0.1 million and $0.3 million, respectively, in acquisition costs related to NCOA, which are included in Selling, general and administrative expenses in the Consolidated Statements of Operations.