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Acquisitions
9 Months Ended
May 31, 2024
Business Combinations [Abstract]  
Acquisitions

Note 4 – Acquisitions

 

Pessl Instruments GmbH

On April 3, 2024, the Company agreed to acquire a 49.9% non-controlling minority interest in Pessl Instruments GmbH ("Pessl"), an Austrian company that provides agricultural technology solutions focused on field monitoring systems such as weather stations and soil moisture probes. The agreement includes a call option that, if exercised, would allow the Company to acquire the remainder of Pessl's outstanding shares based on Pessl's future earnings at certain dates between approximately two-and-a-half and five years after the date of the agreement. The transaction is expected to close in the fourth quarter of the Company's fiscal 2024, subject to customary closing conditions and regulatory approvals.

 

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 $32.7 million was financed through an all-cash transaction from the Company's cash on hand.

The following table summarizes the final purchase price allocation for the acquisition of FieldWise.

 

($ 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

 

 

16,593

 

Accounts payable and accrued liabilities

 

 

(228

)

Deferred revenues

 

 

(2,132

)

Non-current deferred revenues

 

 

(235

)

Total purchase price

 

$

32,741

 

 

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. These adjustments were the product of final working capital adjustments 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 as of the acquisition date.

 

($ 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.