Note O – Acquisitions

Worthington Specialty Processing

Effective March 1, 2016, the Company reached an agreement with U.S. Steel, its partner in the WSP joint venture, whereby the Company appoints a majority of the WSP Board of Directors, giving the Company effective control over the operations of WSP. The ownership percentages in WSP remained unchanged at 51% Worthington and 49% U.S. Steel. This transaction was accounted for as a step acquisition, which required that the Company re-measure its previously held 51% ownership interest in WSP to fair value and record the difference between fair value and carrying value as a gain in our consolidated statement of earnings. The re-measurement to fair value resulted in a non-cash, pre-tax gain of $6,877,000, which is included in miscellaneous income, net in our consolidated statement of earnings for fiscal 2016. The fair value of the Company’s previously held interest in WSP was estimated to be $32,375,000 and was derived using an income approach. The acquired assets became part of our Steel Processing operating segment upon closing.

The assets acquired and liabilities assumed were recognized at their acquisition-date fair values. In connection with the acquisition of WSP, we identified and valued the following identifiable intangible assets:


(in thousands)	Amount		Useful Life (Years)
Category	Amount		Useful Life (Years)
Customer relationships	$	3,300		6
Trade name		1,900		Indefinite

Total acquired identifiable intangible assets	$	5,200

The total fair value of the business includes the fair values of other assets that were not identifiable, not separately recognizable under accounting rules (e.g., assembled workforce) or of immaterial value. The fair value of the business also includes a going-concern element that represents our ability to earn a higher rate of return on this group of assets than would be expected on the separate assets as determined during the valuation process. This additional investment value resulted in goodwill, which is expected to be deductible for income tax purposes.

The following table summarizes the fair value assigned to the assets acquired and liabilities assumed at the acquisition date:


(in thousands)
Cash	$	6,902
Accounts receivable		10,233
Inventories		3,349
Prepaid expense and other		809
Intangible assets		5,200
Other assets		2,608
Property, plant and equipment		38,657

Total identifiable assets		67,758
Accounts payable		(6,963	)
Accrued liabilities		(1,728	)

Net identifiable assets		59,067
Goodwill		1,312

Net assets		60,379
Noncontrolling interest		(28,004	)

Total basis allocated	$	32,375

NetBraze

On January 15, 2016, the Company acquired the net assets of NetBraze, LLC, a manufacturer of brazing alloys, silver brazing filler metals, solders and fluxes. The total purchase price was $3,390,000, including contingent consideration with an estimated fair value of $540,000. This basis was allocated among the net assets acquired at their acquisition-date fair values, with $1,565,000 to working capital and $1,825,000 to fixed assets. The acquired assets became part of our Pressure Cylinders operating segment upon closing.

The CryoScience business of Taylor Wharton

On December 7, 2015, the Company acquired the net assets of the CryoScience business of Taylor Wharton (“Taylor Wharton CryoScience”), including a manufacturing facility in Theodore, Alabama. The Company also purchased certain intellectual property and manufacturing assets of Taylor Wharton focused on the cryogenic industrial and LNG markets. The total purchase price was $30,584,000 after adjusting for an estimated working capital deficit of $772,000. The acquired assets became part of our Pressure Cylinders operating segment upon closing.

The assets acquired and liabilities assumed were recognized at their acquisition-date fair values, with goodwill representing the excess of the purchase price over the fair value of the net identifiable assets acquired. In connection with the acquisition, we identified and valued the following identifiable intangible assets:


(in thousands)	Amount		Useful Life (Years)
Category	Amount		Useful Life (Years)
Technology	$	2,800		20
Customer relationships		2,200		15
Other		260		1

Total acquired identifiable intangible assets	$	5,260

The purchase price includes the fair values of other assets that were not identifiable, not separately recognizable under accounting rules (e.g., assembled workforce), or of immaterial value. The purchase price also includes a going-concern element that represents our ability to earn a higher rate of return on this group of assets than would be expected on the separate assets as determined during the valuation process. This additional investment value resulted in goodwill, which is expected to be deductible for income tax purposes.

The following table summarizes the consideration transferred and the fair value assigned to the assets acquired and liabilities assumed at the acquisition date:


(in thousands)
Accounts receivable	$	2,367
Inventories		5,762
Prepaid expenses		208
Intangible assets		5,260
Property, plant and equipment		13,400

Total identifiable assets		26,997
Accounts payable		(2,808	)
Other accrued items		(318	)

Net assets		23,871
Goodwill		6,713

Purchase price		30,584
Plus: estimated working capital deficit		772

Cash paid at closing	$	31,356

Operating results of these acquired businesses have been included in our consolidated statements of earnings from the respective acquisition date, forward. Proforma operating results and operating results for the acquired businesses since the respective acquisition dates have not been separately disclosed because the effects were not material, individually or in the aggregate.