|
Acquisitions (Tables)
|
9 Months Ended |
|
Feb. 28, 2014
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|
TWB
|
|
| Schedule of Acquisition of Intangible Assets |
In connection with the acquisition of TWB, we identified and
valued the following identifiable intangible assets:
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|
|
|
|
|
|
|
|
| (in
thousands) |
|
|
|
|
Useful Life |
|
|
Category
|
|
Amount |
|
|
(Years) |
|
|
Customer
relationships
|
|
$ |
17,438 |
|
|
|
5-6 |
|
|
Trade names
|
|
|
4,120 |
|
|
|
Indefinite |
|
|
Non-compete
agreement
|
|
|
470 |
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
Total acquired identifiable
intangible assets
|
|
$ |
22,028 |
|
|
|
|
|
|
|
|
|
|
|
|
|
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| Schedule of Consideration Transferred and Fair Value Assigned to Assets Acquired And Liabilities Assumed |
The following table summarizes the consideration transferred
for our 55% controlling interest in TWB and the fair value assigned
to the assets acquired and liabilities assumed at the acquisition
date:
|
|
|
|
|
| (in
thousands) |
|
|
|
|
Consideration
Transferred:
|
|
|
|
|
|
Cash
consideration
|
|
$ |
17,869 |
|
|
Fair value of previously
held interest in TWB
|
|
|
72,369 |
|
|
|
|
|
|
|
Total
consideration
|
|
$ |
90,238 |
|
|
|
|
|
|
|
Estimated Fair Value of
Assets Acquired and Liabilities Assumed:
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$ |
70,826 |
|
|
Accounts
receivable
|
|
|
52,012 |
|
|
Inventories
|
|
|
20,403 |
|
|
Prepaid expenses and other
current assets
|
|
|
4,027 |
|
|
Intangible
assets
|
|
|
22,028 |
|
|
Other noncurrent
assets
|
|
|
103 |
|
|
Property, plant and
equipment
|
|
|
52,390 |
|
|
|
|
|
|
|
Total identifiable
assets
|
|
|
221,789 |
|
|
Accounts payable
|
|
|
(50,642 |
) |
|
Accrued
liabilities
|
|
|
(6,431 |
) |
|
Deferred taxes
|
|
|
(2,109 |
) |
|
|
|
|
|
|
Net assets
|
|
|
162,607 |
|
|
Noncontrolling
interest
|
|
|
(72,369 |
) |
|
|
|
|
|
|
Total
consideration
|
|
$ |
90,238 |
|
|
|
|
|
|
|
|
Worthington Aritas
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|
| Schedule of Acquisition of Intangible Assets |
Based on the preliminary valuation analysis, we identified and
valued the following identifiable intangible assets:
|
|
|
|
|
|
|
|
|
| (in
thousands) |
|
|
|
|
Useful Life |
|
|
Category
|
|
Amount |
|
|
(Years) |
|
|
Customer
relationships
|
|
$ |
8,400 |
|
|
|
20 |
|
|
Technological
know-how
|
|
|
8,100 |
|
|
|
20 |
|
|
Trade name
|
|
|
180 |
|
|
|
2 |
|
|
Non-compete
agreements
|
|
|
120 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
Total acquired identifiable
intangible assets
|
|
$ |
16,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Schedule of Consideration Transferred and Fair Value Assigned to Assets Acquired And Liabilities Assumed |
The following table summarizes the consideration transferred
for Worthington Aritas and the estimated fair value assigned to the
assets acquired and liabilities assumed at the acquisition
date:
|
|
|
|
|
| (in
thousands) |
|
|
|
|
Cash and cash
equivalents
|
|
$ |
1,037 |
|
|
Accounts
receivable
|
|
|
3,326 |
|
|
Inventories
|
|
|
10,678 |
|
|
Prepaid expenses and other
current assets
|
|
|
1,317 |
|
|
Intangible
assets
|
|
|
16,800 |
|
|
Other noncurrent
assets
|
|
|
1,099 |
|
|
Property, plant and
equipment
|
|
|
5,467 |
|
|
|
|
|
|
|
Total identifiable
assets
|
|
|
39,724 |
|
|
Accounts payable
|
|
|
(5,587 |
) |
|
Short-term
borrowings
|
|
|
(251 |
) |
|
Accrued
liabilities
|
|
|
(2,756 |
) |
|
Other
liabilities
|
|
|
(4,954 |
) |
|
Deferred taxes
|
|
|
(2,787 |
) |
|
|
|
|
|
|
Net identifiable
assets
|
|
|
23,389 |
|
|
Goodwill
|
|
|
23,586 |
|
|
|
|
|
|
|
Net assets
|
|
|
46,975 |
|
|
Noncontrolling
interest
|
|
|
(11,744 |
) |
|
|
|
|
|
|
Total
consideration
|
|
$ |
35,231 |
|
|
|
|
|
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|