v3.26.1
ACQUISITIONS (Tables)
 6 Months Ended
Feb. 28, 2026
Business Combination [Abstract]  
Business Combination
The table below presents the preliminary fair value that was allocated to Foley's assets and liabilities based upon fair values as determined by the Company. Final determination of the fair values may result in further adjustments to the values presented in the following table:
(in thousands)Estimated Fair Value
Cash$9,890 
Accounts receivable60,089 
Inventories35,846 
Other current assets1,823 
Property, plant and equipment244,728 
Intangible assets194,800 
Goodwill1,332,481 
Other noncurrent assets4,225 
Accounts payable-trade, accrued expenses and other payables(18,247)
Deferred income taxes(12,000)
Other long-term liabilities(4,227)
Total assets acquired and liabilities assumed$1,849,408 
The following table summarizes the financial results of Foley from the Foley Acquisition Date through February 28, 2026, that are included in the Company’s condensed consolidated statement of earnings and condensed consolidated statement of comprehensive income.
(in thousands)From the Foley Acquisition Date to February 28, 2026
Net sales$75,146 
Earnings before income taxes6,410 
The table below presents the preliminary fair value that was allocated to CP&P's assets and liabilities based upon fair values as determined by the Company. Final determination of the fair values may result in further adjustments to the values presented in the following table:

(in thousands)Estimated Fair Value
Cash$434 
Accounts receivable38,745 
Inventories35,764 
Other current assets712 
Property, plant and equipment81,718 
Intangible assets125,600 
Goodwill415,083 
Other noncurrent assets8,309 
Accounts payable-trade, accrued expenses and other payables(22,556)
Other long-term liabilities(6,814)
Total assets acquired and liabilities assumed$676,995 
The following table summarizes the financial results of CP&P from the CP&P Acquisition Date through February 28, 2026 that are included in the Company’s condensed consolidated statement of earnings and condensed consolidated statement of comprehensive income.
(in thousands)From the CP&P Acquisition Date to February 28, 2026
Net sales$69,441 
Loss before income taxes(1,829)
Schedule of Pro Forma Information
Supplemental information on an unaudited pro forma basis is presented below as if the Foley Acquisition occurred on September 1, 2024. The pro forma financial information is presented for comparative purposes only, based on certain factually supported estimates and assumptions, which the Company believes to be reasonable, but not necessarily indicative of future results of operations or the results that would have been reported if the Foley Acquisition had been completed on September 1, 2024. These results were not used as part of management's analysis of the financial results and performance of the Company. The pro forma adjustments do not reflect anticipated synergies, but rather include the nonrecurring impact of additional cost of sales from revalued inventory and the recurring income statement effects of fair value adjustments, such as depreciation and amortization. Further adjustments were made to remove the impact of Foley's interest expense on debt not assumed, as well as
acquisition and integration expenses (note that acquisition costs are included in selling, general, and administrative expenses). We also included interest related to the 2033 Notes and 2035 Notes that were underwritten to finance the Foley Acquisition. The resulting tax effects of the business combination are also reflected below.
Three Months Ended February 28,Six Months Ended February 28,
(in thousands)2026202520262025
Pro forma net sales$2,222,194 $1,842,871 $4,452,551 $3,862,682 
Pro forma net earnings (loss)119,577 13,988 303,018 (184,778)
Supplemental information on an unaudited pro forma basis is presented below as if the CP&P Acquisition occurred on September 1, 2024. The pro forma financial information is presented for comparative purposes only, based on certain factually supported estimates and assumptions, which the Company believes to be reasonable, but not necessarily indicative of future results of operations or the results that would have been reported if the CP&P Acquisition had been completed on September 1, 2024. These results were not used as part of management's analysis of the financial results and performance of the Company. The pro forma adjustments do not reflect anticipated synergies, but rather include the nonrecurring impact of additional cost of sales from revalued inventory and the recurring income statement effects of fair value adjustments, such as depreciation and amortization. Further adjustments were made to remove acquisition and integration expenses (note that acquisition costs are
included in selling, general and administrative expenses). The resulting tax effects of the business combination are also reflected below.
Three Months Ended February 28,Six Months Ended February 28,
(in thousands)2026202520262025
Pro forma net sales$2,132,018 $1,808,004 $4,325,085 $3,783,643 
Pro forma net earnings (loss)108,549 23,448 298,579 (162,605)
Schedule of Acquired Finite-Lived Intangible Assets
The acquired intangible assets consist of:
(in thousands)Useful LifePreliminary Fair Value
Customer relationships10 years$140,700 
Contract backlog1 year48,500 
Trade name5 years5,600 
Total intangible assets$194,800 
The acquired intangible assets consist of:
(in thousands)Life in YearsPreliminary Fair Value
Customer relationships10 years$91,500 
Contract backlog1 year30,500 
Trade name5 years3,600 
Total intangible assets$125,600