Acquisitions (Tables)

12 Months Ended

17 Months Ended

May 31, 2022

May 31, 2022

Shiloh Industries' U.S. BlankLight

Schedule of Acquisition of Intangible Assets

In connection with the acquisition of Shiloh, we identified and valued the following intangible assets:

(in thousands)
Category	Amount		Useful Life (Years)
Customer relationships	$	34,500	15-20
Non-compete agreement		290	3
In-process research & development		1,300	Indefinite
Total acquired identifiable intangible assets	$	36,090

Schedule of Consideration Transferred for the Assets and the Preliminary Fair Value Assigned to Assets Acquired and Liabilities Assumed

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

Tempel Steel Company

Schedule of Acquisition of Intangible Assets

In connection with the acquisition of Tempel, we identified and valued the following intangible assets:

(in thousands)
Category	Amount		Useful Life (Years)
Customer relationships	$	30,000	17
Technological know how		11,000	6-8
Total acquired identifiable intangible assets	$	41,000

Schedule of Consideration Transferred for the Assets and the Preliminary Fair Value Assigned to Assets Acquired and Liabilities Assumed

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.

Schedule of Unaudited Pro Forma Information

The following unaudited pro forma information presents consolidated financial information as if Tempel had been acquired at the beginning of fiscal 2021. Depreciation and amortization expense included in the pro forma results reflect the acquisition-date fair values assigned to the definite-lived intangible assets and fixed assets of Tempel assuming a June 1, 2020 acquisition date. Adjustments have been made to remove acquisition-related costs and the acquisition date fair value adjustment to acquired inventories. The pro forma adjustments noted above have been adjusted for the applicable income tax impact. The pro forma information is presented for

informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place on June 1, 2020.

	Fiscal Years Ended May 31,
	2022		2021
Net sales	$	5,481,097	$	3,490,167
Net earnings attributable to controlling interest	$	398,361	$	724,631
Diluted earnings per share attributable to controlling interest	$	7.81	$	13.44

General Tools & Instruments Company LLC

Schedule of Acquisition of Intangible Assets

In connection with the acquisition of GTI, we identified and valued the following identifiable intangible assets:

(in thousands)
Category	Amount		Useful Life (Years)
Customer relationships	$	40,600	15
Trade names - indefinite lived		27,400	Indefinite
Trade names - finite lived		400	9
Total acquired identifiable intangible assets	$	68,400

Schedule of Consideration Transferred for the Assets and the Preliminary Fair Value Assigned to Assets Acquired and Liabilities Assumed

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