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CHANGES IN BUSINESS | 6 Months Ended
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Feb. 28, 2023
Business Combinations [Abstract] |
Changes in Business | NOTE 2. CHANGES IN BUSINESS Tensar Acquisition On April 25, 2022 (the "Tensar Acquisition Date"), the Company completed the acquisition of TAC Acquisition Corp. ("Tensar"). The total cash purchase price, net of $19.6 million cash acquired, was approximately $550 million, subject to customary purchase price adjustments, and was funded through domestic cash on-hand. The acquired operations in North America are presented within the Company's North America reportable segment, and the remaining acquired operations are presented within the Company's Europe reportable segment. The table below presents the preliminary fair values and measurement period adjustments that were allocated to Tensar's assets and liabilities as of the Tensar Acquisition Date:
(in thousands) |  | Estimated Fair Value as Previously Reported(1) |  |  |  |
Cash and cash equivalents |  | $ | 19,551 |  |  |  |  |
Accounts receivable |  | 37,741 |  |  |  |  |
Inventories |  | 39,462 |  |  |  |  |
Prepaid and other current assets |  | 12,528 |  |  |  |  |
Defined benefit pension plan |  | 14,620 |  |  |  |  |
Property, plant and equipment |  | 85,983 |  |  |  |  |
Intangible assets |  | 260,500 |  |  |  |  |
Goodwill |  | 186,805 |  |  |  |  |
Other noncurrent assets |  | 19,660 |  |  |  |  |
Accounts payable |  | (12,134) |  |  |  |  |
Accrued expenses and other payables |  | (23,725) |  |  |  |  |
Current maturities of long-term debt |  | (3,277) |  |  |  |  |
Deferred income taxes |  | (45,055) |  |  |  |  |
Other noncurrent liabilities |  | (16,347) |  |  |  |  |
Long-term debt |  | (4,312) |  |  |  |  |
Total assets acquired and liabilities assumed |  | $ | 572,000 |  |  |  |  |
__________________________________ (1) As previously reported in the 2022 Form 10-K. No measurement period adjustments occurred during the six months ended February 28, 2023. Pro Forma Supplemental Information Supplemental information on an unaudited pro forma basis is presented below as if the acquisition of Tensar occurred on September 1, 2020. The pro forma financial information is presented for comparative purposes only, based on certain factually supported estimates and assumptions, which the Company believes to be reasonable, but not necessarily indicative of future results of operations or the results that would have been reported if the acquisition had been completed on September 1, 2020. These results were not used as part of management's analysis of the financial results and performance of the Company. The pro forma adjustments do not reflect anticipated synergies, but rather include the recurring income statement effects of fair value adjustments, such as depreciation and amortization. Further adjustments were made to remove the impact of Tensar's prior management fees, acquisition and integration expenses and interest on debt not assumed in the acquisition. The resulting tax effects of the business combination are also reflected below.
(in thousands) |  | Three Months Ended February 28, 2022 |  | Six Months Ended February 28, 2022
Pro forma net sales |  | $ | 2,059,294 |  |  | $ | 4,102,962 |
Pro forma net earnings |  | 383,256 |  |  | 623,633 |
The pro forma results presented above include, but are not limited to, adjustments to remove the impact of $3.2 million of acquisition and integration expenses from the six months ended February 28, 2022, with no such impact on the three months ended February 28, 2022. Results also reflect increased amortization expense from revalued intangible assets of $3.1 million and $6.2 million in the three and six months ended February 28, 2022, respectively. Advanced Steel Recovery Acquisition On September 15, 2022, the Company completed the acquisition of Advanced Steel Recovery, LLC ("ASR"), a supplier of recycled ferrous metals located in Southern California. ASR's primary operations include processing and brokering capabilities that source material for sale into both the domestic and export markets and are presented within the Company's North America reportable segment. The ASR acquisition is not material to the Company's financial position as of February 28, 2023 or results of operations for the three and six months ended February 28, 2023, and therefore, pro forma operating results and other disclosures for the acquisition are not presented. Kodiak Acquisition On November 14, 2022, the Company completed the acquisition of a Galveston, Texas area metals recycling facility and related assets (collectively, "Kodiak") from Kodiak Resources, Inc. and Kodiak Properties, L.L.C. Kodiak's operating results are presented within the Company's North America reportable segment. The Kodiak acquisition is not material to the Company's financial position as of February 28, 2023 or results of operations for the three and six months ended February 28, 2023, and therefore, pro forma operating results and other disclosures for the acquisition are not presented. Facility Disposition On September 29, 2021, the Company entered into a definitive agreement to sell the assets associated with its Rancho Cucamonga melting operations and adjacent rebar fabrication facility ("the Rancho Cucamonga facilities"), which were part of the North America segment. On December 28, 2021, the sale of the Rancho Cucamonga facilities was completed for gross proceeds of $313.0 million. A portion of the gross proceeds amounting to $39.0 million was set aside in a restricted cash account to facilitate the purchase of like-kind assets. In January 2022, the Company used $7.5 million of the restricted cash on a purchase of a like-kind asset. The remaining balance of $31.5 million was included in restricted cash as of February 28, 2022.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI https://asc.fasb.org/subtopic&trid=2122178 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI https://asc.fasb.org/topic&trid=2303972 + Details
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