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Acquisitions
3 Months Ended
Nov. 30, 2023
Business Combinations [Abstract]  
Acquisitions

Note 4 – Acquisitions

 

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 after completing any necessary working capital adjustments.

 

($ 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

 

 

16,473

 

Accounts payable and accrued liabilities

 

 

(228

)

Deferred revenues

 

 

(2,132

)

Non-current deferred revenues

 

 

(235

)

Total purchase price

 

$

32,621

 

 

During the post-acquisition period, the Company recorded measurement period adjustments to the preliminary recorded values assigned to certain Company assets acquired as of the acquisition date. The fair value assigned to the Company’s deferred revenues was increased from $1.5 million to $2.4 million. The change in fair value proportionally increased the balance of residual goodwill from $15.6 million to $16.5 million as of November 30, 2023. These adjustments were the product of finalizing working capital with the seller and are incorporated within the values noted in the table above. These adjustments did not have a material impact on the Company's condensed consolidated financial statements.

 

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.