Acquisitions (Tables)
|
12 Months Ended |
May 31, 2025 |
Ragasco |
|
Schedule of Acquisition of Intangible Assets |
In connection with the acquisition of Ragasco, we identified and valued the following intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Useful Life |
Category |
|
|
|
Amount |
|
|
(Years) |
Trade name |
|
$ |
4,379 |
|
|
10 |
Technological know-how |
|
|
14,659 |
|
|
10 |
Customer relationships |
|
|
12,660 |
|
|
15 |
Total acquired identifiable intangible assets |
|
$ |
31,698 |
|
|
|
|
Schedule of Consideration Transferred for the Assets and the Preliminary Fair Value Assigned to Assets Acquired and Liabilities Assumed |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Measurement |
|
|
|
|
|
|
Preliminary |
|
|
Period |
|
|
Final |
|
|
|
Valuation |
|
|
Adjustments |
|
|
Valuation |
|
Cash and cash equivalents |
|
$ |
1,925 |
|
|
$ |
- |
|
|
$ |
1,925 |
|
Accounts receivable |
|
|
8,554 |
|
|
|
- |
|
|
|
8,554 |
|
Inventory |
|
|
16,403 |
|
|
|
- |
|
|
|
16,403 |
|
Other current assets |
|
|
990 |
|
|
|
- |
|
|
|
990 |
|
Property, plant and equipment |
|
|
27,325 |
|
|
|
- |
|
|
|
27,325 |
|
Operating lease assets |
|
|
8,834 |
|
|
|
- |
|
|
|
8,834 |
|
Deferred income taxes |
|
|
365 |
|
|
|
- |
|
|
|
365 |
|
Intangible assets |
|
|
32,840 |
|
|
|
(1,142 |
) |
|
|
31,698 |
|
Total identifiable assets |
|
|
97,236 |
|
|
|
(1,142 |
) |
|
|
96,094 |
|
Accounts payable |
|
|
(4,885 |
) |
|
|
- |
|
|
|
(4,885 |
) |
Current operating lease liability |
|
|
(980 |
) |
|
|
- |
|
|
|
(980 |
) |
Accrued expenses |
|
|
(6,344 |
) |
|
|
- |
|
|
|
(6,344 |
) |
Noncurrent operating lease liability |
|
|
(7,886 |
) |
|
|
- |
|
|
|
(7,886 |
) |
Deferred income taxes |
|
|
(9,226 |
) |
|
|
251 |
|
|
|
(8,975 |
) |
Other liabilities |
|
|
(100 |
) |
|
|
- |
|
|
|
(100 |
) |
Net identifiable assets |
|
|
67,815 |
|
|
|
(891 |
) |
|
|
66,924 |
|
Goodwill |
|
|
40,748 |
|
|
|
891 |
|
|
|
41,639 |
|
Purchase price |
|
$ |
108,563 |
|
|
$ |
- |
|
|
$ |
108,563 |
|
|
WH Products |
|
Schedule of Acquisition of Intangible Assets |
In connection with the acquisition of Halo, we identified and valued the following intangible assets:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Useful Life |
Category |
|
|
|
Amount |
|
|
(Years) |
Trade name |
|
|
|
$ |
3,500 |
|
|
10 |
Product design/know-how |
|
|
|
|
800 |
|
|
8 |
Customer relationships |
|
|
|
|
200 |
|
|
8 |
Total acquired identifiable intangible assets |
|
|
|
$ |
4,500 |
|
|
|
|
Schedule of Consideration Transferred for the Assets and the Preliminary Fair Value Assigned to Assets Acquired and Liabilities Assumed |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Measurement |
|
|
|
|
|
|
Preliminary |
|
|
Period |
|
|
Final |
|
|
|
Valuation |
|
|
Adjustments |
|
|
Valuation |
|
Cash |
|
$ |
73 |
|
|
$ |
- |
|
|
$ |
73 |
|
Accounts receivable |
|
|
255 |
|
|
|
- |
|
|
|
255 |
|
Inventories |
|
|
5,511 |
|
|
|
269 |
|
|
|
5,780 |
|
Property, plant and equipment |
|
|
1,732 |
|
|
|
- |
|
|
|
1,732 |
|
Intangible assets |
|
|
4,500 |
|
|
|
- |
|
|
|
4,500 |
|
Total identifiable assets |
|
|
12,071 |
|
|
|
269 |
|
|
|
12,340 |
|
Accounts payable |
|
|
(7,363 |
) |
|
|
17 |
|
|
|
(7,346 |
) |
Other accrued items |
|
|
(1,099 |
) |
|
|
- |
|
|
|
(1,099 |
) |
Net identifiable assets |
|
|
3,609 |
|
|
|
286 |
|
|
|
3,895 |
|
Goodwill |
|
|
8,302 |
|
|
|
(212 |
) |
|
|
8,090 |
|
Net assets |
|
|
11,911 |
|
|
|
74 |
|
|
|
11,985 |
|
Noncontrolling interest |
|
|
(2,392 |
) |
|
|
(5 |
) |
|
|
(2,397 |
) |
Total cash consideration |
|
$ |
9,519 |
|
|
$ |
69 |
|
|
$ |
9,588 |
|
|
Level5 Tools, LLC |
|
Schedule of Acquisition of Intangible Assets |
In connection with the acquisition of Level5, we identified and valued the following intangible assets:
|
|
|
|
|
|
|
Category |
|
Amount |
|
|
Useful Life (Years) |
Trade name |
|
$ |
13,500 |
|
|
Indefinite |
Customer relationships |
|
|
13,300 |
|
|
10 |
Technological know-how |
|
|
6,500 |
|
|
20 |
Non-compete agreement |
|
|
280 |
|
|
3 |
Total acquired identifiable intangible assets |
|
$ |
33,580 |
|
|
|
|
Schedule of Consideration Transferred for the Assets and the Preliminary Fair Value Assigned to Assets Acquired and Liabilities Assumed |
The following table summarizes the consideration paid the final fair value assigned to the assets and liabilities assumed at the acquisition date:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Measurement |
|
|
|
|
|
|
Preliminary |
|
|
Period |
|
|
Final |
|
|
|
Valuation |
|
|
Adjustments |
|
|
Valuation |
|
Cash and cash equivalents |
|
$ |
1,515 |
|
|
$ |
- |
|
|
$ |
1,515 |
|
Accounts receivable |
|
|
2,860 |
|
|
|
- |
|
|
|
2,860 |
|
Inventories |
|
|
9,161 |
|
|
|
- |
|
|
|
9,161 |
|
Prepaid expenses |
|
|
64 |
|
|
|
- |
|
|
|
64 |
|
Property, plant and equipment |
|
|
273 |
|
|
|
- |
|
|
|
273 |
|
Intangible assets |
|
|
33,580 |
|
|
|
- |
|
|
|
33,580 |
|
Operating lease assets |
|
|
377 |
|
|
|
- |
|
|
|
377 |
|
Total identifiable assets |
|
|
47,830 |
|
|
|
- |
|
|
|
47,830 |
|
Accounts payable |
|
|
(3,175 |
) |
|
|
- |
|
|
|
(3,175 |
) |
Accrued expenses |
|
|
(904 |
) |
|
|
151 |
|
|
|
(753 |
) |
Current operating lease liabilities |
|
|
(111 |
) |
|
|
- |
|
|
|
(111 |
) |
Noncurrent operating lease liabilities |
|
|
(266 |
) |
|
|
- |
|
|
|
(266 |
) |
Net identifiable assets |
|
|
43,374 |
|
|
|
151 |
|
|
|
43,525 |
|
Goodwill |
|
|
15,947 |
|
|
|
- |
|
|
|
15,947 |
|
Total purchase price |
|
|
59,321 |
|
|
|
151 |
|
|
|
59,472 |
|
Less: Fair value of earnout |
|
|
(2,000 |
) |
|
|
- |
|
|
|
(2,000 |
) |
Plus: Net working capital deficit |
|
|
282 |
|
|
|
(151 |
) |
|
|
131 |
|
Cash purchase price |
|
$ |
57,603 |
|
|
$ |
- |
|
|
$ |
57,603 |
|
|