XML 35 R13.htm IDEA: XBRL DOCUMENT
v3.10.0.1

Business Combination | 12 Months Ended
--- | ---
Sep. 01, 2018
Business Combination [Abstract] |
Business Combination | 4. BUSINESS COMBINATIONS ﻿ Acquisition of AIS ﻿ On April 30, 2018, the Company acquired 100% of the outstanding shares of privately held Accurate Holding, Inc., a holding company whose subsidiaries do business under the name AIS. AIS is a leading value-added distributor of industrial fasteners and components, MRO supplies and assembly tools, headquartered in Franksville, Wisconsin. Total cash consideration paid was $87,848, which included a post-closing working capital adjustment in the amount of $1,155, which was paid out in August 2018. The acquisition was funded from available cash resources and borrowings under the Credit Facility. ﻿ AIS delivers production fasteners and custom tool and fastener solutions for use in the assembly of manufactured commercial and consumer products, serving customers primarily in the Midwest region. The Company plans to provide AIS’s customer base access to its product portfolio to support their full metalworking and MRO needs. Similarly, the Company will extend AIS's production fastener and VMI solutions to its manufacturing customers. ﻿ Non-recurring transaction and integration costs totaling $866 are included in the Company’s condensed consolidated statement of income as operating expenses for fiscal 2018. ﻿ As required by ASC Topic 805-20, the Company allocated the purchase price to assets and liabilities based on their estimated fair value at the acquisition date. During the fourth quarter of fiscal 2018, the Company identified a measurement period adjustment that impacted the estimated fair value of the AIS assets and liabilities assumed on April 30, 2018 as a result of new information obtained about the facts and circumstances that existed as of the closing date. The table below, which summarizes the allocation of the purchase price for the acquisition of AIS on April 30, 2018, has been updated to reflect this measurement period adjustment. The total measurement period adjustments resulted in an increase to the deferred tax liability of $1,210 and a corresponding increase in goodwill of $1,210. This change to the provisional amounts of fair value of the assets and liabilities assumed had no impact on the Consolidated Statement of Income for the year ended September 1, 2018. The Company’s purchase accounting as of September 1, 2018 is preliminary pending final valuation to the purchase price. ﻿ The purchase price allocation is summarized in the following table: ﻿
﻿ |  |  |
﻿Cash |  | $ | 1,586
﻿Inventories |  |  | 20,629
﻿Accounts receivable |  |  | 9,834
﻿Prepaid expenses and other current assets |  |  | 1,303
﻿Identifiable intangibles |  |  | 23,200
﻿Goodwill |  |  | 41,939
﻿Property, plant and equipment |  |  | 1,561
﻿Other assets |  |  | 121
﻿Total assets acquired |  | $ | 100,173
﻿Accounts payable |  |  | 3,119
﻿Accrued liabilities |  |  | 4,971
﻿Deferred income taxes and tax uncertainties |  |  | 4,235
﻿Total liabilities assumed |  | $ | 12,325
﻿Net assets acquired |  | $ | 87,848
﻿ Acquired intangible assets with a fair value of $23,200 consisted of customer relationships of $21,000 with a useful life of 10 years and a trademark of $2,200 with a useful life of five years. The goodwill amount of $41,939 represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The primary items that generated the goodwill were the premiums paid by the Company for the right to control the business acquired and benefit from adding a highly complementary provider of production fasteners and custom tool and fastener solutions and services with an experienced field sales force and VMI solution. This goodwill will not be amortized and will be included in the Company’s periodic test for impairment at least annually. The amount of goodwill deductible for tax purposes is $4,900. ﻿ The amount of revenue and loss before provision for income taxes from AIS included in the condensed consolidated statements of income for fiscal 2018 was $24,659 and ($4,443), respectively. ﻿ Acquisition of DECO ﻿ On July 31, 2017, the Company acquired certain assets and assumed certain liabilities of DECO, an industrial supply distributor based in Davenport, Iowa. The cash purchase price for the combined acquisition of the DECO business and real property was $43,083, which included a post-closing working capital adjustment in the amount of $738, which was paid out in October 2017. ﻿ The acquisitions of AIS and DECO were accounted for as business purchases pursuant to ASC 805. The results of operations for AIS and DECO have been included in our consolidated financial statements from the respective dates of acquisition.

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration