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Acquisitions
9 Months Ended
Feb. 28, 2021
Business Combinations [Abstract]  
Acquisitions

NOTE P – Acquisitions

PTEC Pressure Technology GmbH (“PTEC”)

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 the Pressure Cylinders segment.  The total purchase price was $10,784,000.  In connection with the acquisition, the Company recognized total intangible assets of $9,351,000, including goodwill of $3,889,000.  The remaining purchase price was allocated to personal property and working capital of $728,000 and $705,000, respectively.

General Tools & Instruments Company LLC (“GTI”)

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 and garden and specific purpose tools, in a stock deal for cash consideration of $120,592,000, subject to closing adjustments.  The GTI business is being operated as part of the consumer products business within the Pressure Cylinders segment and their operating results have been included in the Company’s consolidated statements of earnings since the date of acquisition.  

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 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:

 

(in thousands)

 

 

 

Category

 

Amount

 

 

Useful Life (Years)

Customer relationships

 

$

40,600

 

 

15

Trade names - indefinite lived

 

 

27,400

 

 

Indefinite

Trade name - finite lived

 

 

400

 

 

9

Total acquired identifiable intangible assets

 

$

68,400

 

 

 

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.  GTI has goodwill tax basis of $10,300,000 resulting from its previous acquisitions that will be deductible by the Company for income tax purposes.

 

The following table summarizes the consideration paid and the estimated 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 a third-party valuation specialist, and are subject to change within the measurement period as the valuation is finalized.  The primary areas of preliminary purchase price allocation subject to change relate to the valuation of acquired tangible assets and liabilities, identification and valuation of residual goodwill and tax effects of acquired assets and assumed liabilities.  

  

 

(in thousands)

 

Cash

 

$

1,633

 

Accounts receivable

 

 

16,440

 

Inventories

 

 

19,795

 

Prepaid expenses

 

 

924

 

Other current assets

 

 

97

 

Intangible assets

 

 

68,400

 

Property, plant and equipment

 

 

956

 

Other assets

 

 

5,532

 

Total identifiable assets

 

 

113,777

 

Accounts payable

 

 

(2,594

)

Accrued liabilities

 

 

(6,006

)

Other current liabilities

 

 

(1,580

)

Deferred tax liability

 

 

(11,635

)

Other long-term liabilities

 

 

(5,084

)

Net identifiable assets

 

 

86,878

 

Goodwill

 

 

33,714

 

Purchase price

 

$

120,592

 

Proforma results, including the acquired business since the beginning of fiscal 2021, would not be materially different than the reported results.