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Business Acquisition
6 Months Ended
Feb. 28, 2022
Business Combination And Asset Acquisition [Abstract]  
Business Acquisition

Note 3 - Business Acquisition

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. 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 1 – Summary of Significant Accounting Policies. The cash purchase price was approximately $107 million, subject to adjustment for acquired net working capital relative to an agreed-upon benchmark, as well as other adjustments. The Company paid at closing an additional $7 million for estimated net working capital in excess of the benchmark, which is still subject to adjustment as of the date of this report, resulting in total purchase consideration measured as of the end of the second quarter of fiscal 2022 of approximately $114 million. The acquired Columbus Recycling operations purchase and process scrap metal from industrial manufacturers, local recycling companies, and individuals, and sell the recycled products to regional foundries and steel mills. Combined with the Company’s twelve existing 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 following table summarizes the provisional fair values of the assets acquired and liabilities assumed by the Company as of the October 1, 2021 acquisition date (in thousands):

Cash

 

$

325

 

Accounts receivable

 

 

22,763

 

Inventories

 

 

10,060

 

Other current assets

 

 

255

 

Property, plant and equipment

 

 

13,570

 

Operating lease right-of-use assets

 

 

254

 

Goodwill(1)

 

 

62,325

 

Intangibles and other assets

 

 

19,741

 

Total assets acquired

 

 

129,293

 

Current liabilities

 

 

11,680

 

Other liabilities

 

 

3,350

 

Total liabilities assumed

 

 

15,030

 

Net assets acquired

 

$

114,263

 

 

(1)

Approximately $59 million 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 October 1, 2021 acquisition date (in thousands):

 

 

 

 

 

 

 

Useful Life

Supplier relationships

 

$

17,245

 

 

7

Customer relationships

 

 

2,496

 

 

7

 

 

$

19,741

 

 

 

 

The results of operations for the acquired Columbus Recycling business beginning as of the October 1, 2021 acquisition date are included in the accompanying financial statements. For each of the three and six months ended February 28, 2022 and 2021, the unaudited amount of revenues of the acquired Columbus Recycling business equaled 6% or less of the Company’s consolidated revenues reported in the Unaudited Condensed Consolidated Statements of Income, and the unaudited amount of net income of the acquired Columbus Recycling business was not material to the financial statements taken as a whole. Because the pro forma results of operations of the Company for the periods presented in this report would not be materially different as a result of the acquisition, this information is not presented.