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Acquisitions
6 Months Ended
Nov. 30, 2019
Business Combinations [Abstract]  
Acquisitions

NOTE P – Acquisitions

Heidtman Steel Products, Inc.

On October 7, 2019, we acquired the Cleveland, Ohio-based operating net assets, excluding working capital, of Heidtman for cash consideration of $29,593,000.  The acquired net assets are being managed and reported as a component of our Steel Processing operating segment.  

The information included herein has been prepared based on the preliminary allocation of the purchase price using estimates of the fair value and useful lives of the assets acquired.  The purchase price allocation is subject to further adjustment until all pertinent information regarding the assets acquired is fully evaluated by the Company, including but not limited to, the fair value accounting.

The assets acquired and liabilities assumed were recognized at their acquisition-date fair values, with goodwill representing the excess of the purchase price over the fair value of the net identifiable assets acquired.  A customer list intangible asset was identified and valued and will be amortized over the estimated useful life of 10 years.

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 is expected to be deductible for income tax purposes.

 

The following table summarizes the consideration paid and the fair value assigned to the assets acquired and liabilities assumed at the acquisition date.  These amounts reflect various preliminary fair value estimates and assumptions, including preliminary work performed by third-party valuation specialists, and are subject to change within the measurement period as valuations are finalized.  The primary areas of preliminary purchase price allocation subject to change relate to the valuation of the acquired tangible assets (including finance lease assets), identification and valuation of intangible assets acquired and residual goodwill.

 

(in thousands)

 

 

 

 

Customer list

 

$

2,900

 

Property, plant and equipment

 

 

7,515

 

Finance lease assets

 

 

8,000

 

Other assets

 

 

725

 

Net identifiable assets

 

 

19,140

 

Goodwill

 

 

10,453

 

Purchase price

 

$

29,593