On January 4, 2021, we acquired PTEC, a leading independent designer and manufacturer of valves and components for high pressure hydrogen and compressed natural gas storage, transport and onboard fueling systems. The PTEC business is being operated as part of the industrial products business within our Pressure Cylinders segment. The total purchase price was $10,784,000. In connection with this acquisition, the Company recognized total intangible assets of $9,247,000, including goodwill of $3,785,000. The remaining purchase price was primarily allocated to personal property and working capital.

On January 29, 2021, we acquired GTI, a provider of feature-rich, specialized tools in various categories including environmental health & safety, precision measurement & layout, home repair & remodel, lawn & garden and specific purpose tools, in a stock deal for cash consideration of $120,388,000, after adjustment for final working capital. The GTI business is being operated as part of the consumer products business within our Pressure Cylinders segment and GTI’s operating results have been included in the Company’s consolidated statements of earnings since the date of acquisition. The Company incurred total acquisition related expenses of $660,000 in fiscal 2021 related to the transaction.

The assets acquired and liabilities assumed were recognized at their estimated 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 of GTI, we identified and valued the following identifiable intangible assets:

The purchase price included 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 included strategic and synergistic benefits (investment value) specific to us, which resulted in a purchase price in excess of the fair value of the identifiable net assets. This additional investment value resulted in goodwill. GTI had a goodwill tax basis of $11,052,000 resulting from its previous acquisitions that will be deductible by the Company 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.

				Measurement
	Preliminary			Period			Revised
(in thousands)	Valuation			Adjustments ⁽¹⁾			Valuation
Cash	$	1,633		$	-		$	1,633
Accounts receivable		16,440			(998	)		15,442
Inventories		19,795			(16	)		19,779
Prepaid expenses		924			(173	)		751
Other current assets		97			(97	)		-
Intangible assets		68,400			-			68,400
Property, plant, and equipment		956			-			956
Operating lease assets		5,502			-			5,502
Other assets		30			-			30
Total identifiable assets		113,777			(1,284	)		112,493
Accounts payable		(2,594	)		40			(2,554	)
Accrued liabilities		(6,006	)		133			(5,873	)
Current operating lease liabilities		(657	)		-			(657	)
Other current liabilities		(923	)		758			(165	)
Noncurrent operating lease liabilities		(4,845	)		-			(4,845	)
Deferred tax liabilities		(11,635	)		286			(11,349	)
Other long-term liabilities		(239	)		9			(230	)
Net identifiable assets		86,878			(58	)		86,820
Goodwill		33,714			(146	)		33,568
Purchase price	$	120,592		$	(204	)	$	120,388

⁽¹⁾ Includes adjustments for final working capital and closing tax balances

Operating results of GTI have been included in our consolidated statements of earnings from the acquisition date forward. Proforma results, including the acquired business since the beginning of fiscal 2019, would not be materially different than the reported results. Net sales and net earnings since the completion of the acquisition were immaterial.

On October 7, 2019, we acquired the operating net assets related to Heidtman’s Cleveland facility, excluding working capital, for cash consideration of $29,593,000. The acquired net assets were managed and reported as a component of our Steel Processing operating segment until their contribution to the Samuel joint venture on December 31, 2019.

The assets acquired and liabilities assumed were recognized at their estimated 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, a customer list intangible asset was identified and valued and is being amortized over the estimated useful life of 10 years.

The purchase price included the fair values of other assets that were not identifiable, not separately recognizable under applicable accounting rules (e.g., assembled workforce) or of immaterial value. The purchase price also included strategic and synergistic benefits (investment value) specific to us, which resulted in a purchase price in excess of the fair value of the identifiable net assets. This additional investment value resulted in goodwill, which is expected to be deductible for income tax purposes.

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

			Measurement
	Preliminary		Period			Final
(in thousands)	Valuation		Adjustments			Valuation
Customer list	$	2,900	$	(100	)	$	2,800
Property, plant and equipment		7,515		(1,411	)		6,104
Finance lease assets		8,000		3,940			11,940
Other assets		725		-			725
Net identifiable assets		19,140		2,429			21,569
Goodwill		10,453		(2,429	)		8,024
Purchase price	$	29,593	$	-		$	29,593

On December 31, 2019, the Company contributed the then recently acquired operating net assets of Heidtman’s Cleveland facility to the Samuel joint venture, in exchange for an incremental 31.75% interest in the joint venture, increasing the Company’s ownership to a 63% controlling interest. The Heidtman assets were contributed at their net book value of $30,061,000, of which $11,123,000 has been attributed to the noncontrolling interest. The transaction was accounted for as a step acquisition, which required the re-measurement of our previously held 31.25% ownership interest in the joint venture to fair value resulting a non-cash, net pre-tax gain of $6,055,000 within miscellaneous income, net in our consolidated statement of earnings for the third quarter of fiscal 2020. The acquired net assets became part of our Steel Processing operating segment upon closing. In connection with the acquisition, the name of the joint venture was changed to Worthington Samuel Coil Processing LLC.

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 of Samuel, we identified and valued the following identifiable intangible assets:

The acquisition price included 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 acquisition price also included strategic and synergistic benefits (investment value) specific to us, which resulted in an acquisition price in

excess of the fair value of the identifiable net assets. This additional investment value resulted in goodwill, which is expected to be deductible for income tax purposes.

The following table summarizes the consideration transferred for our 63% controlling interest in Samuel and the fair value assigned to the assets acquired and liabilities assumed at the acquisition date:

(in thousands)
Consideration Transferred:
Assets contributed (37% of Heidtman net assets)	$	11,122
Capital contribution		315
Fair value of previously held equity interest in Samuel		10,948
Total consideration	$	22,385

Final Fair Value of Assets Acquired and Liabilities Assumed:
Cash	$	694
Accounts receivable		1,778
Inventories		108
Prepaid expenses		1,012
Intangible assets		10,100
Property, plant and equipment		19,459
Total identifiable assets		33,151
Accounts payable		(766	)
Accrued liabilities		(1,148	)
Net identifiable assets		31,237
Goodwill		4,295
Net assets		35,532
Noncontrolling interest		(13,147	)
Total consideration	$	22,385

The fair value of each of our previously held equity interest and the noncontrolling interest were derived using a market approach. The minority discount to reflect management’s estimate of a control premium was immaterial.

Operating results of the Samuel joint venture have been included in our consolidated statements of earnings from the acquisition date forward. For periods prior to the acquisition date, our portion of equity in net income of Samuel was included within equity in net income of unconsolidated affiliates in our consolidated statements of earnings. Proforma results, including the acquired business since the beginning of fiscal 2019, would not be materially different than the reported results.

On May 1, 2019, the Company acquired the net assets of Magna Industries, Inc., a Cleveland-based manufacturer of Mag-Torch®hand-held torches and Superior Tool® plumbing tools. The total purchase price was $13,500,000, including contingent consideration with an estimated fair value of $2,000,000 related to an earn-out provision tied to future performance. In connection with the acquisition, the Company recognized total intangible assets of $3,677,000, including goodwill of $777,000 as of May 31, 2019. The remaining purchase price was allocated primarily to working capital.

In fiscal 2020, two of the three components of the contingent consideration were satisfied resulting in a payment of $1,150,000, and $310,000 was recognized for final post-closing adjustments to net working capital. Following the post-closing adjustments, net intangible assets recognized were $3,625,000, including goodwill of $725,000.