On October 7, 2019, we acquired the operating net assets related to Heidtman’s Cleveland facility, excluding working capital, for cash consideration of $29,593,000. The acquired net assets were managed and reported as a component of our Steel Processing operating segment until their contribution to the Samuel joint venture on December 31, 2019.

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, a customer list intangible asset was identified and valued and is being amortized over the estimated useful life of 10 years.

The purchase price included the fair values of other assets that were not identifiable, not separately recognizable under applicable 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, which is expected to be deductible for income tax purposes.

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

			Measurement
	Preliminary		Period			Final
(in thousands)	Valuation		Adjustments			Valuation
Customer list	$	2,900	$	(100	)	$	2,800
Property, plant and equipment		7,515		(1,411	)		6,104
Finance lease assets		8,000		3,940			11,940
Other assets		725		-			725
Net identifiable assets		19,140		2,429			21,569
Goodwill		10,453		(2,429	)		8,024
Purchase price	$	29,593	$	-		$	29,593

On December 31, 2019, the Company contributed the recently acquired operating net assets of Heidtman’s Cleveland facility to the Samuel joint venture, in exchange for an incremental 31.75% interest in the joint venture, increasing the Company’s ownership to a 63% controlling interest. The Heidtman assets were contributed at their net book value of $30,061,000, of which $11,123,000 has been attributed to the noncontrolling interest. The transaction was accounted for as a step acquisition, which required the re-measurement of our previously held 31.25% ownership interest in the joint venture to fair value resulting a non-cash, net pre-tax gain of $6,055,000 within miscellaneous income, net in our consolidated statement of earnings for the third quarter of fiscal 2020. The acquired net assets became part of our Steel Processing operating segment upon closing. In connection with the acquisition, the name of the joint venture was changed to Worthington Samuel Coil Processing LLC.

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

The acquisition 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 acquisition price also includes strategic and synergistic benefits (investment value) specific to us, which resulted in an acquisition 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 transferred for our 63% controlling interest in Samuel and the fair value assigned to the assets acquired and liabilities assumed at the acquisition date:

(in thousands)
Consideration Transferred:
Assets contributed (37% of Heidtman net assets)	$	11,122
Capital contribution		315
Fair value of previously held equity interest in Samuel		10,948
Total consideration	$	22,385

Estimated Fair Value of Assets Acquired and Liabilities Assumed:
Cash	$	694
Accounts receivable		1,778
Inventories		108
Prepaid expenses		1,535
Intangible assets		10,100
Property, plant and equipment		19,459
Total identifiable assets		33,674
Accounts payable		(766	)
Accrued liabilities		(1,148	)
Net identifiable assets		31,760
Goodwill		3,772
Net assets		35,532
Noncontrolling interest		(13,147	)
Total consideration	$	22,385

The fair value of each of our previously held equity interest and the noncontrolling interest were derived using a market approach. The minority discount to reflect management’s estimate of a control premium was immaterial.

Operating results of the Samuel joint venture have been included in our consolidated statements of earnings from the acquisition date forward. For periods prior to the acquisition date, our portion of equity in net income of Samuel was included within equity in net income of unconsolidated affiliates in our consolidated statements of earnings. Proforma results, including the acquired business since the beginning of fiscal 2018, would not be materially different than the reported results.

On May 1, 2019, the Company acquired the net assets of Magna Industries, Inc., a Cleveland-based manufacturer of Mag-Torch®hand-held torches and Superior Tool® plumbing tools. The total purchase price was $13,500,000, including contingent consideration with an estimated fair value of $2,000,000 related to an earn-out provision tied to future performance. An additional $1,150,000 of the purchase price was deferred to cover any adjustments or disputes that arise after the closing date for up to one year. In connection with the acquisition, the Company recognized total intangible assets of $3,677,000, including goodwill of $777,000 as of May 31, 2019. The remaining purchase price was allocated primarily to working capital.

In fiscal 2020, two of the three components of the contingent consideration were satisfied resulting in a payment of $1,150,000, and $310,000 was recognized for final post-closing adjustments to net working capital. Following the post-closing adjustments, net intangible assets recognized were $3,625,000, including goodwill of $725,000.

On June 2, 2017, the Company acquired AMTROL, a leading manufacturer of pressure cylinders and water system tanks with operations in the U.S. and Europe. The total purchase price was $291,921,000, after adjusting for excess working capital, and was funded primarily with cash on hand. The net assets became part of the Pressure Cylinders operating segment at closing, with the well water and expansion tank operations aligning under the consumer products business and the refrigerant, liquid propane and industrial and specialty gas operations aligning under the industrial products business. Total acquisition-related expenses were $3,568,000, of which $1,568,000 were incurred during fiscal 2018.

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. In connection with the acquisition, 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 a going-concern element that represents our ability to earn a higher rate of return on this group of assets than would be expected on the separate assets as determined during the valuation process. This additional investment value resulted in goodwill, which is not expected to be deductible for income tax purposes.

The following table summarizes the consideration transferred for the assets of AMTROL and the fair value assigned to the assets acquired and liabilities assumed at the acquisition date:

			Measurement
	Preliminary		Period			Revised
(in thousands)	Valuation		Adjustments			Valuation
Cash	$	6,893	$	-		$	6,893
Accounts receivable		40,212		-			40,212
Inventories		37,249		-			37,249
Prepaid expenses		981		-			981
Other assets		2,550		-			2,550
Intangible assets		166,000		-			166,000
Property, plant and equipment		52,870		-			52,870
Total assets		306,755		-			306,755
Accounts payable		25,945		-			25,945
Accrued liabilities		21,016		-			21,016
Long-term debt including current maturities		2,287		-			2,287
Other accrued items		3,993		1,501			5,494
Deferred income taxes, net		64,495		(966	)		63,529
Net identifiable assets		189,019		(535	)		188,484
Goodwill		102,902		535			103,437
Purchase price	$	291,921	$	-		$	291,921

Operating results of AMTROL have been included in the Company’s consolidated statements of earnings since the date of the acquisition. During the fiscal year ended May 31, 2018, AMTROL contributed net sales of $265,198,000 and operating income of $18,899,000.