On June 8, 2021, Steel Processing, along with our 55% consolidated joint venture TWB, acquired certain assets of Shiloh’s U.S. BlankLight® business. The purchase price for the acquisition was cash consideration of approximately $104,506,000, after closing adjustments. The Shiloh business is being primarily operated by TWB and is part of the Steel Processing segment and the operating results of the Shiloh business have been included in our consolidated statement of earnings since the date of acquisition. Proforma results of the Shiloh business, including the acquired business since the beginning of fiscal 2021, would not be materially different than the reported results. Net sales and net earnings since the beginning of fiscal 2021, would not be materially different than the reported results.

The acquisition consisted of three laser welding facilities that are being operated as part of our TWB joint venture and one blanking facility that is being operated as part of our core Steel Processing operations. Approximately $19,500,000 of the total goodwill relates to TWB, which will be treated as a separate reporting unit for purposes of goodwill impairment testing.

The assets acquired and liabilities assumed were recognized at their estimated acquisition-date fair values, with goodwill representing the excess of the purchase price over the fair value of the net identifiable assets acquired. In connection with the acquisition of Shiloh, we identified and valued the following intangible assets:

The purchase price includes the fair values of other assets that were not identifiable, not separately recognizable under accounting rules (e.g., assembled workforce) or of immaterial value. The purchase price also includes strategic and synergistic benefits (investment value) specific to us, which resulted in a purchase price in excess of the fair value of the identifiable net assets. This additional investment value resulted in goodwill which will be deductible for income tax purposes.

The following table summarizes the consideration paid and the final fair value assigned to the assets and liabilities assumed at the acquisition date.


				Measurement
	Preliminary			Period			Final
(in thousands)	Valuation			Adjustments			Valuation
Accounts receivable	$	44,191		$	(496	)	$	43,695
Inventories		13,971			1,999			15,970
Property, plant, and equipment		30,461			(1,104	)		29,357
Intangible assets		34,280			1,810			36,090
Operating lease assets		59,905			-			59,905
Total identifiable assets		182,808			2,209			185,017
Accounts payable		(44,822	)		(72	)		(44,894	)
Current operating lease liabilities		(1,555	)		-			(1,555	)
Noncurrent operating lease liabilities		(58,350	)		-			(58,350	)
Net identifiable assets		78,081			2,137			80,218
Goodwill		26,669			(2,381	)		24,288
Purchase price	$	104,750		$	(244	)	$	104,506

On December 1, 2021, Steel Processing completed its acquisition of Tempel, a leading global manufacturer of precision motor and transformer laminations for the electrical steel market that includes transformers, machine motors and electric vehicle (EV) motors for cash consideration of $272,208,000, net of cash acquired, plus the assumption of certain long-term liabilities. The acquisition was

funded primarily with cash on hand and some borrowing under our Credit Facility. Total acquisition-related expenses of $1,924,000 were incurred in fiscal 2022.

The assets acquired and liabilities assumed were recognized at their estimated acquisition-date fair values, with goodwill representing the excess of the purchase price over the fair value of the net identifiable assets acquired. In connection with the acquisition of Tempel, we identified and valued the following intangible assets:

The following table summarizes the consideration paid and the final fair value assigned to the assets and liabilities assumed at the acquisition date.


				Measurement
	Preliminary			Period			Revised
(in thousands)	Valuation			Adjustments			Valuation
Cash	$	17,098		$	-		$	17,098
Accounts receivable		88,672			-			88,672
Inventories		59,927			-			59,927
Other current assets		10,666			(18	)		10,648
Property, plant and equipment		147,441			-			147,441
Intangible assets		41,000			-			41,000
Operating lease assets		4,098			-			4,098
Total identifiable assets		368,902			(18	)		368,884
Accounts payable		(49,777	)		-			(49,777	)
Notes payable		(6,270	)		-			(6,270	)
Accrued liabilities		(17,501	)		64			(17,437	)
Current operating lease liabilities		(1,614	)		-			(1,614	)
Noncurrent operating lease liabilities		(2,484	)		-			(2,484	)
Other non-current liabilities (1)		(40,110	)		2,287			(37,823	)
Net identifiable assets		251,146			2,333			253,479
Goodwill		38,462			(2,635	)		35,827
Purchase price	$	289,608		$	(302	)	$	289,306

(1)

Includes approximately $40,160,000 of net pension and other postretirement benefit obligations assumed as part of the Tempel acquisition. The excess of projected benefit obligations over the fair value of the plans' assets was recognized as a liability in accordance with ASC 715 using key inputs including, but not limited to, discount rates and expected rates of return on the plans' assets. See "Note M - Employee Pension Plans" for additional information.

Operating results of Tempel have been included in our consolidated statement of earnings since December 1, 2021, the date of acquisition. During the fiscal 2022, Tempel contributed net sales of $278,182,000 and operating income of $8,609,000, which included acquisition-related costs of approximately $1,924,000 and incremental cost of goods sold of $3,820,000 due to the write-up of inventory to its estimated acquisition-date fair value.

On January 4, 2021, we acquired PTEC, a leading independent designer and manufacturer of valves and components for high pressure hydrogen and compressed natural gas storage, transport and onboard fueling systems. The PTEC business is being operated as part of the industrial products business within our Sustainable Energy Solutions segment. The total purchase price was $10,784,000. In connection with this acquisition, we recognized total intangible assets of $9,247,000, including goodwill of $3,785,000. The remaining purchase price was primarily allocated to personal property and working capital.

On January 29, 2021, we acquired GTI, a provider of feature-rich, specialized tools in various categories including environmental health & safety, precision measurement & layout, home repair & remodel, lawn & garden and specific purpose tools, in a stock deal for cash consideration of $120,388,000, after adjustment for final working capital. The GTI business is being operated as part of the Consumer Products segment and GTI’s operating results have been included in our consolidated statements of earnings since the date of acquisition. We incurred total acquisition-related costs of $660,000 in fiscal 2021 related to the transaction.

The assets acquired and liabilities assumed were recognized at their estimated acquisition-date fair values, with goodwill representing the excess of the purchase price over the fair value of the net identifiable assets acquired. In connection with the acquisition of GTI, we identified and valued the following identifiable intangible assets:

The purchase price included the fair values of other assets that were not identifiable, not separately recognizable under accounting rules (e.g., assembled workforce) or of immaterial value. The purchase price also included strategic and synergistic benefits (investment value) specific to us, which resulted in a purchase price in excess of the fair value of the identifiable net assets. This additional investment value resulted in goodwill. GTI had a goodwill tax basis of $11,052,000 resulting from its previous acquisitions that will be deductible by us for income tax purposes.

The following table summarizes the consideration transferred and the fair value assigned to the assets acquired and liabilities assumed at the acquisition date.


				Measurement
	Preliminary			Period			Final
(in thousands)	Valuation			Adjustments			Valuation
Cash	$	1,633		$	-		$	1,633
Accounts receivable		16,440			(998	)		15,442
Inventories		19,795			(16	)		19,779
Prepaid expenses		924			(173	)		751
Other current assets		97			(97	)		-
Intangible assets		68,400			-			68,400
Property, plant, and equipment		956			-			956
Operating lease assets		5,502			-			5,502
Other assets		30			-			30
Total identifiable assets		113,777			(1,284	)		112,493
Accounts payable		(2,594	)		40			(2,554	)
Accrued liabilities		(6,006	)		133			(5,873	)
Current operating lease liabilities		(657	)		-			(657	)
Other current liabilities		(923	)		758			(165	)
Noncurrent operating lease liabilities		(4,845	)		-			(4,845	)
Deferred tax liabilities		(11,635	)		(147	)		(11,782	)
Other long-term liabilities		(239	)		9			(230	)
Net identifiable assets		86,878			(491	)		86,387
Goodwill		33,714			287			34,001
Purchase price	$	120,592		$	(204	)	$	120,388

Proforma results, including the acquired business since the beginning of fiscal 2019, would not be materially different than the reported results. Net sales and net earnings since the completion of the acquisition were immaterial.