Quarterly report pursuant to Section 13 or 15(d)

Acquisitions

v3.7.0.1
Acquisitions
 9 Months Ended
May 31, 2017
Business Combinations [Abstract]  
Business Combination Disclosure [Text Block]
Acquisitions
During fiscal 2016, the Company completed two acquisitions which resulted in the recognition of goodwill in the condensed consolidated financial statements because their purchase price reflected the future earnings and cash flow potential of the acquired companies, as well as the complementary strategic fit and resulting synergies the acquisitions were expected to bring to existing operations. The Company makes an initial allocation of the purchase price at the date of acquisition, based upon its understanding of the fair value of the acquired assets and assumed liabilities. If additional information is obtained about these assets and liabilities within the measurement period (not to exceed one year from the date of acquisition) through asset appraisals and other sources, the Company will refine its estimates of fair value and adjust the initial purchase price allocation.
The Company acquired the stock of Larzep, S.A. ("Larzep") on February 17, 2016 for a purchase price of $15.9 million net of cash acquired. This Industrial segment tuck-in acquisition is headquartered in Mallabia, Spain and is a supplier of hydraulic tools and solutions. The purchase price allocation resulted in $9.7 million of goodwill (which is not deductible for tax purposes) and $4.8 million of intangible assets, including $3.6 million of customer relationships and $1.2 million of tradenames.
The Company also acquired the assets of the Middle East, Caspian and the North African business of FourQuest Energy Inc. ("Pipeline and Process Services") for $65.5 million on March 30, 2016. This Hydratight tuck-in acquisition was funded with existing cash and expanded the geographic presence and service offerings of the Energy segment, including pipeline pre-commissioning, engineering, chemical cleaning and leak testing. The purchase price allocation resulted in $37.4 million of goodwill (which is not deductible for tax purposes) and $8.7 million of intangible assets, including $8.0 million of customer relationships and $0.7 million of non-compete agreements. During fiscal 2017, goodwill related to this acquisition increased by $1.1 million as a result of adjustments to reflect the fair value of acquired accounts receivables.
The two acquisitions generated combined sales of $7.3 million and $25.0 million for the three and nine months ended May 31, 2017, respectively. The Company incurred acquisition transaction costs of $1.3 million and $2.1 million for the three and nine months ended May 31, 2016, respectively.
The following unaudited pro forma operating results of the Company give effect to these acquisitions as though the transactions and related financing activities occurred on September 1, 2015 (in thousands, expect per share amounts):
 
Three Months Ended May 31,
 
Nine Months Ended May 31,
 
2017
 
2016
 
2017
 
2016
Net sales
 
 
 
 
 
 
 
As reported
$
295,427

 
$
305,341

 
$
820,089

 
$
873,641

Pro forma
295,427

 
308,526

 
820,089

 
899,535

 
 
 
 
 
 
 
 
Net earnings (loss)
 
 
 
 
 
 
 
As reported
$
22,511

 
$
21,166

 
$
32,551

 
$
(122,576
)
Pro forma
22,511

 
21,800

 
32,551

 
(118,590
)
 
 
 
 
 
 
 
 
Basic earnings (loss) per share
 
 
 
 
 
 
 
As reported
$
0.38

 
$
0.36

 
$
0.55

 
$
(2.08
)
Pro forma
0.38

 
0.37

 
0.55

 
(2.01
)
 
 
 
 
 
 
 
 
Diluted earnings (loss) per share
 
 
 
 
 
 
 
As reported
$
0.37

 
$
0.36

 
$
0.54

 
$
(2.08
)
Pro forma
0.37

 
0.37

 
0.54

 
(2.01
)
Business Acquisition, Pro Forma Information [Table Text Block]
The following unaudited pro forma operating results of the Company give effect to these acquisitions as though the transactions and related financing activities occurred on September 1, 2015 (in thousands, expect per share amounts):
 
Three Months Ended May 31,
 
Nine Months Ended May 31,
 
2017
 
2016
 
2017
 
2016
Net sales
 
 
 
 
 
 
 
As reported
$
295,427

 
$
305,341

 
$
820,089

 
$
873,641

Pro forma
295,427

 
308,526

 
820,089

 
899,535

 
 
 
 
 
 
 
 
Net earnings (loss)
 
 
 
 
 
 
 
As reported
$
22,511

 
$
21,166

 
$
32,551

 
$
(122,576
)
Pro forma
22,511

 
21,800

 
32,551

 
(118,590
)
 
 
 
 
 
 
 
 
Basic earnings (loss) per share
 
 
 
 
 
 
 
As reported
$
0.38

 
$
0.36

 
$
0.55

 
$
(2.08
)
Pro forma
0.38

 
0.37

 
0.55

 
(2.01
)
 
 
 
 
 
 
 
 
Diluted earnings (loss) per share
 
 
 
 
 
 
 
As reported
$
0.37

 
$
0.36

 
$
0.54

 
$
(2.08
)
Pro forma
0.37

 
0.37

 
0.54

 
(2.01
)