Business Combinations

12 Months Ended

Aug. 27, 2011

Business Combinations

Business Combinations

5. BUSINESS COMBINATIONS

On December 10, 2010, the Company acquired certain assets and assumed certain liabilities of Rutland Tool & Supply Co. ("Rutland"), a subsidiary of Lawson Products, Inc. Rutland markets and distributes a broad range of industrial tools, cutting tools, abrasives, machinery, precision instrument supplies, safety products and other MRO related supplies. The acquisition adds to the Company's presence in the West Coast region and broadens the customer base the Company services.

On July 18, 2011, the Company also acquired 100% of the shares of American Tool Supply, Inc. ("ATS") and its affiliate, American Specialty Grinding Co., Inc. ("ASG"). ATS provides customers with a full line of metalworking supplies and an experienced metalworking sales team. ASG specializes in custom made tools and re-sharpening services. The acquisition enhances the Company's presence in the northeast region and broadens the Company's products and services to special-make tools and re-sharpening services.

These acquisitions were accounted for as business combinations. Accordingly, the assets and liabilities of the acquired entities were recorded at their estimated fair values at the dates of the acquisitions. The total purchase consideration,  net of approximately $942 of cash acquired, aggregating $28,948, related to the Company's business combinations completed during fiscal 2011. The Company recorded a post-closing working capital adjustment in the amount of $1,246, which was recorded to goodwill as of August 27, 2011 and was paid by the Company in October 2011. The measurement period for purchase price allocations ends as soon as information on the facts and circumstances becomes available, but does not exceed 12 months. If new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized for assets acquired and liabilities assumed, the Company will retrospectively adjust the amounts recognized as of the acquisition date. Acquisition-related expenses related to these acquisitions totaled $3,548 and have been recorded as operating expenses in the Company's consolidated statement of income for the fiscal year ended August 27, 2011.

The estimated purchase price allocations are summarized in the following table:

Aggregate Acquisitions
Cash	$	942
Inventory		11,582
Accounts Receivable		9,531
Intangible Assets		6,900
Goodwill		5,666
Property, Plant and Equipment		1,090
Other Assets		513
Total Assets Acquired	$	36,224
Total Liabilities Assumed		5,088
Net Assets Acquired	$	31,136

The identifiable intangibles acquired consisted primarily of customer relationships. The primary items that generated the goodwill were the premiums paid by the Company for the right to control the businesses acquired and the expected synergies. Pro forma information related to these acquisitions is not presented because the impact of these acquisitions, either individually or in the aggregate, on the Company's consolidated results of operations is not considered to be significant.