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Note 2 - Acquisition and Divestiture
9 Months Ended
Aug. 31, 2019
Notes to Financial Statements  
Business Combination Disclosure [Text Block]

Note 2: Acquisition and Divestiture

 

Ramapo Sales and Marketing, Inc.

 

On May 17, 2019, we acquired certain assets from a window and insulating glass sealants sales and distribution company, Ramapo Sales and Marketing, Inc. (“Ramapo”), headquartered in Charleston, South Carolina. This acquisition supports the integration of the insulating glass business that we acquired as part of the Royal Adhesives acquisition. The initial purchase price of $7,914 was funded through existing cash. Contingent consideration of up to $3,400 is expected to be paid related to financial results for the twelve months ended December 31, 2019. Existing receivables of $2,166 from Ramapo were effectively settled as a result of the acquisition. During the three months ended August 31, 2019, we paid a purchase price adjustment of $128 resulting in a preliminary purchase price of $13,608. The acquisition fair value measurement was preliminary as of August 31, 2019, which includes goodwill of $507, customer relationship intangible of $8,800, and additional acquired assets of $4,301. Goodwill is deductible for tax purposes. Ramapo and the related goodwill are reported in our Americas Adhesives operating segment.

 

Dalton Holdings, LLC

 

In June 2019, the Company entered into a definitive agreement for the sale of Dalton Holdings, LLC (“Dalton Holdings”), which primarily manufactures surfactants and thickeners, within the Americas Adhesives segment. The sale was completed on July 1, 2019 resulting in a pre-tax gain on sale of $16,551, which is recorded in other income, net in the Condensed Consolidated Statements of Income for the three and nine months ended August 31, 2019.