Acquisitions |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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May 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business Combinations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business Combination Disclosure [Text Block] |
Note 4. Acquisitions
During fiscal 2018, the Company completed two acquisitions which resulted in the recognition of goodwill in the Company’s consolidated financial statements because their purchase prices reflected the future earnings and cash flow potential of the acquired companies, as well as the complementary strategic fit and resulting synergies. The Company makes an initial allocation of the purchase price, at the date of acquisition, based upon the fair value of the acquired assets and assumed liabilities. The Company obtains this information during due diligence and through other sources. If additional information is obtained about these assets and liabilities within the measurement period (not to exceed one year from the date of acquisition), the Company will refine its estimates of fair value and adjust the purchase price allocation accordingly.
The Company acquired the stock and certain assets of Mirage Machines, Ltd. ("Mirage") on December 1, 2017 for a purchase price of $17.5 million, net of cash acquired. This Energy segment tuck-in acquisition is a provider of industrial and energy maintenance tools. The purchase price allocation resulted in $9.8 million of goodwill (which is not deductible for tax purposes) and $4.1 million of intangible assets, including $2.3 million of indefinite lived tradenames and $1.8 million of amortizable customer relationships. During the three months ended May 31, 2018, goodwill related to this acquisition increased by $1.0 million as a result of final working capital and earnout adjustments that will be settled in cash in the fourth quarter of fiscal 2018.
The Company acquired the stock and certain assets of Equalizer International, Limited ("Equalizer") on May 11, 2018 for a purchase price of $5.8 million, net of cash acquired and subject to closing working capital adjustments. This Industrial segment tuck-in is a provider of industrial and energy maintenance tools. The preliminary purchase price allocation resulted in $2.3 million of goodwill and $1.9 million of intangible assets, including $0.8 million of indefinite lived tradenames and $1.1 million of amortizable customer relationships.
The Company incurred acquisition transaction costs of $0.3 million and $0.7 million in the three and nine months ended May 31, 2018 (included in selling, administrative and engineering expenses in the condensed consolidated statement of earnings) related to these two acquisitions.
The two acquisitions generated combined net sales of $3.1 million and $5.1 million for the three and nine months ended May 31, 2018, respectively. Because the net sales and earnings impact of both acquisitions are not material to the three and nine months ended May 31, 2018 and 2017, respectively, the Company has not included the pro forma operating result disclosures otherwise required for acquisitions. The following table summarizes the combined estimated fair value of the assets acquired and the liabilities assumed for Mirage and Equalizer (in thousands):
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