On November 18, 2022, the Company used cash on hand and borrowings under existing credit facilities to acquire the operating assets of ScrapSource, a recycling services company that provides solutions for industrial companies that generate scrap metal from their manufacturing process. The acquired business expands the Company's national recycling services operations, giving rise to expected benefits supporting the amount of acquired goodwill. The transaction qualified as a business combination for accounting purposes, which involves application of the acquisition method described in Accounting Standards Codification Topic 805, Business Combinations, and summarized in “Business Acquisitions” in Note 2 - Summary of Significant Accounting Policies. The total purchase consideration was approximately $25 million. As of the date of this report, measurement of the fair values of certain assets acquired and liabilities assumed is still preliminary and subject to change based on the completion of valuation procedures.

The following table summarizes the fair values of the assets acquired and liabilities assumed by the Company as of the November 18, 2022 acquisition date (in thousands):


Operating lease right-of-use assets	$	466
Goodwill(1)		13,105
Other intangible assets		11,955
Other assets		9
Total assets acquired		25,535
Operating lease liability		466
Total liabilities assumed		466
Net assets acquired	$	25,069

(1)

All of the provisional amount of acquired goodwill is tax deductible.

The following table summarizes the provisional purchase price allocation to the identifiable intangible assets and their estimated useful lives as of the November 18, 2022 acquisition date (in thousands):

The results of operations for the acquired ScrapSource business beginning as of the November 18, 2022 acquisition date are included in the accompanying consolidated financial statements. For the fiscal year ended August 31, 2023, the revenues and net income contributed by the acquired ScrapSource business and reported in the Consolidated Statements of Operations were not material to the financial statements taken as a whole.

On October 1, 2021, the Company used cash on hand and borrowings under existing credit facilities to acquire eight metals recycling facilities across Mississippi, Tennessee, and Kentucky from Columbus Recycling, a provider of recycled ferrous and nonferrous metal products and recycling services. Combined with the Company’s regional metals recycling facilities in Georgia, Alabama, and Tennessee, the acquired operations offer additional recycling products, services, and logistics solutions to customers and suppliers across the Southeast, giving rise to expected benefits supporting the amount of acquired goodwill. The total purchase consideration of $117 million was allocated to the assets acquired and liabilities assumed based on their respective estimated fair values on the date of the acquisition. The results of operations for the acquired Columbus Recycling business beginning as of the October 1, 2021 acquisition date are included in the accompanying consolidated financial statements.

On April 29, 2022, the Company used cash on hand and borrowings under existing credit facilities to acquire two recycling facilities in the greater Atlanta, Georgia metropolitan area, including a metal shredding operation and recycled auto-parts center from the previous owners of Encore Recycling. Combined with the Company’s existing regional metals recycling facilities and recycled auto-parts centers, the acquired operations offer additional recycling products, services, and logistics solutions to customers and suppliers across portions of the Southeast, giving rise to expected benefits supporting the amount of acquired goodwill. The total purchase consideration of $64 million was allocated to the assets acquired and liabilities assumed based on their respective estimated fair values on the date of the acquisition. The results of operations for the acquired Encore Recycling business beginning as of the April 29, 2022 acquisition date are included in the accompanying consolidated financial statements.

The following table summarizes the aggregate fair values of the assets acquired and liabilities assumed by the Company in the fiscal 2022 business acquisitions as of their respective acquisition dates (in thousands):


	Columbus Recycling		Encore Recycling
	October 1, 2021		April 29, 2022
Cash	$	325	$	—
Accounts receivable		22,763		10,356
Inventories		10,060		4,325
Other current assets		255		15
Property, plant and equipment		13,491		25,027
Operating lease right-of-use assets		254		402
Goodwill(1)		65,203		21,423
Other intangible assets		19,741		4,809
Total assets acquired		132,092		66,357
Current liabilities		11,828		1,323
Other liabilities		3,350		1,091
Total liabilities assumed		15,178		2,414
Net assets acquired	$	116,914	$	63,943

(1)

Approximately $62 million and $20 million of the amount of acquired goodwill for Columbus Recycling and Encore Recycling, respectively, are tax deductible.

The following table summarizes the purchase price allocation to the identifiable intangible assets of Columbus Recycling and Encore Recycling combined and their estimated useful lives as of their respective acquisition dates (in thousands):


	Columbus Recycling			Encore Recycling
			Useful Life			Useful Life
Supplier relationships	$	17,245	7	$	3,679	7
Customer relationships		2,496	7		1,130	7
	$	19,741		$	4,809

The following unaudited pro forma information presents the effect on the consolidated financial results of the Company of the Columbus Recycling and Encore Recycling businesses acquired during fiscal 2022 as though the businesses had been acquired as of the beginning of fiscal 2021 (in thousands):


	Year Ended August 31,
	2022		2021
Revenues	$	3,566,000	$	2,989,000
Net income	$	184,500	$	179,000
Net income attributable to Radius shareholders	$	181,000	$	174,500

There are no individually material, nonrecurring pro forma adjustments directly attributable to the business combinations included in these pro forma revenues and earnings.

The information included in the pro forma amounts is derived from historical information obtained from the sellers of the businesses. These pro forma results are not necessarily indicative of what actual results would have been had these acquisitions occurred as of the beginning of fiscal 2021. In addition, the pro forma results are not intended to be a projection of future results and do not reflect any synergies that may be achieved from combining operations.

For the fiscal years ended August 31, 2023 and 2022, the unaudited pro forma amounts of revenues and net income of the ScrapSource business acquired during fiscal 2023 were not material to the consolidated financial statements taken as a whole and, therefore, are not included in the tabular disclosure of unaudited pro forma information above.

Useful Life

Supplier relationships

Non-compete intangible assets

Customer relationships