|9 Months Ended|
May 31, 2020
|Business Combination Disclosure [Text Block]||
Note 4. Acquisitions
On January 7, 2020, the Company acquired 100% of the stock of HTL Group ("HTL"), a provider of controlled bolting products, calibration and repair services, and tool rental services. The tuck-in acquisition of HTL provides the Company with a complete line of bolting products and enhances our European rental capabilities. The Company acquired all of the assets and assumed certain liabilities of HTL for an initial purchase price of $33.4 million, net of cash acquired. In the three months ended May 31, 2020, the Company finalized customary working capital negotiations associated with the acquisition which resulted in a $0.1 million reduction to the initial purchase price, for a total final purchase price of $33.3 million. The Company received an inconsequential amount of cash from the working capital true up in the three months ended May 31, 2020 and contractually is to receive the remainder in the three months ending August 31, 2020. As of May 31, 2020, the preliminary purchase price allocation resulted in $10.1 million of goodwill (which is not deductible for tax purposes), $17.5 million of intangible assets, and $6.7 million of property, plant and equipment. The intangible assets were comprised of $3.7 million of indefinite-lived tradenames, $13.1 million of amortizable customer relationships and $0.7 million of amortizable patents. The impact on the remaining balance sheet line items was not material. The Company recorded an aggregate reduction of less than $0.1 million in "Cost of products sold" and "Amortization of intangible assets" in the Condensed Consolidated Statements of Operations for the three months ended May 31, 2020 as a result of adjustments to preliminary purchase accounting amounts. The Company is continuing to evaluate the preliminary purchase price allocations for the acquisition, specifically the fair values assigned to intangible assets and certain tax attributes of the acquisition, which will be completed within a one-year period of the acquisition date.This acquisition generated net sales of $1.9 million and $3.9 million for the three and nine months ended May 31, 2020, respectively, which are reported within the IT&S reportable segment. This acquisition does not meet the significance tests to require pro forma financial information otherwise required for acquisitions.
The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef