Acquisitions and Divestitures

12 Months Ended

Aug. 31, 2023

Note 4 – Acquisitions and Divestitures

FieldWise, LLC

On July 28, 2023 ("the acquisition date"), the Company completed the acquisition of the membership interests of FieldWise, LLC ("FieldWise"). FieldWise is a market leader in agricultural technology products with a focus on subscription-based, precision irrigation solutions. The purchase price of $32.6 million was financed through an all cash transaction from the Company's cash on hand.

The following table summarizes the preliminary purchase price allocation for FieldWise at the acquisition date. The Company expects the purchase price allocation to be finalized by the end of fiscal 2024.


($ in thousands)	Total
Cash and cash equivalents	$	1,779
Accounts receivable		376
Inventories		2,651
Property and equipment		2,443
Deferred tax asset		94
Intangible assets		11,400
Goodwill		15,589
Accounts payable and accrued liabilities		(252	)
Deferred revenues		(1,229	)
Non-current deferred revenues		(230	)
Total purchase price		32,621

The acquired intangible assets include amortizable intangible assets of $10.7 million and indefinite-lived intangible assets of $0.7 million related to tradenames. The amortizable intangible assets have a weighted average useful life of approximately 13.1 years. The following table summarizes the identifiable intangible assets at fair value.


($ in thousands)	Weighted average useful life in years		Fair value of identifiable asset
Intangible assets:
Customer relationships		15.0	$	8,700
Developed technology		5.0		2,000
Tradenames	N/A			700
Total intangible assets		13.1	$	11,400

Goodwill related to the acquisition of FieldWise primarily relates to intangible assets that do not qualify for separate recognition, including the experience and knowledge of FieldWise management, its assembled workforce, and its intellectual capital and specialization with monitoring technology solutions, data acquisition and management systems. This goodwill is included in the irrigation reporting segment and is deductible for income tax purposes. Pro forma information related to this acquisition was not included because the impact on the Company’s consolidated financial statements was not considered to be material.

IRZ Consulting, LLC

On August 27, 2021, the Company completed the divestiture of ownership interests in IRZ Consulting, LLC (“IRZ”). Proceeds from the sale totaled $3.4 million, which consisted of (i) $1.3 million in cash and (ii) $2.1 million in short-term notes. A gain of $1.1 million was recorded in general and administrative expense on the consolidated statement of earnings in the year ended August 31, 2021.