Acquisitions (Tables)

12 Months Ended

May 31, 2021

Schedule of Acquisition of Intangible Assets

In connection with the acquisition of GTI, we identified and valued the following identifiable intangible assets:

(in thousands)
Category	Amount		Useful Life (Years)
Customer relationships	$	40,600	15
Trade names - indefinite lived		27,400	Indefinite
Trade name - finite lived		400	9
Total acquired identifiable intangible assets	$	68,400

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 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

Heidtman Cleveland

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 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

Worthington Samuel Coil Processing Llc

Schedule of Acquisition of Intangible Assets

In connection with the acquisition of Samuel, we identified and valued the following identifiable intangible assets:

(in thousands)
Category	Amount		Useful Life (Years)
Customer relationships	$	9,000	15
Trade name		1,100	Indefinite
Total acquired identifiable intangible assets	$	10,100

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 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