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Business Combinations | 12 Months Ended
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Aug. 31, 2019
Business Combinations [Abstract] |
Business Combination | ﻿ 5. BUSINESS COMBINATIONS ﻿ Acquisition of certain assets of TAC On February 1, 2019, two subsidiaries of the Company, MSC IndustrialSupply, S. de R.L. de C.V. and MSC Import Export LLC (together, “MSC Mexico”), completed the acquisition of certain assets of TAC Insumos Industriales, S. de R.L. de C.V. and certain of its affiliates (together, “TAC”). The Company holds a 75% interest in each of the MSC Mexico entities. The acquisition provides the Company with the opportunity to further expand its business throughout North America. The portion of the consideration attributable to the Company is $13,911, which includes the Company’s portion of a post-closing working capital adjustment in the amount of $2,286 that is payable to TAC in December 2019 and is subject to finalization. Total cash consideration funded by the Company came from available cash resources and borrowings under its revolving credit facilities (see Note 9 “Debt and Capital Lease Obligations”). The Company also loaned the noncontrolling interest owner $2,850 to fund a portion of its initial capital contributions to MSC Mexico. The acquisition was accounted for as a business acquisition pursuant to ASC 805. As required by ASC 805, the Company allocated the consideration to assets and liabilities based on their estimated fair value at the acquisition date. The Company’s acquisition accounting as of August 31, 2019 is preliminary primarily due to the pending final valuation and any additional working capital adjustments to the purchase price. The following table summarizes the amounts of identified assets acquired based on the estimated fair value at the acquisition date: ﻿ ﻿
﻿ |  |  |
﻿Inventories |  | $ | 9,476
﻿Identifiable intangibles |  |  | 6,200
﻿Goodwill |  |  | 2,872
﻿Total assets acquired |  | $ | 18,548
﻿Less: Fair Value of Noncontrolling Interest |  |  | (4,637)
﻿Total MSC Industrial Purchase Price Consideration |  | $ | 13,911
﻿ Acquired intangible assets with a fair value of $6,200 consisted of customer relationships with a useful life of nine years. The goodwill amount of $2,872 represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired and noncontrolling interest. The primary items that generated the goodwill were the premiums paid by the Company for the right to control the acquisition of certain assets and benefit from adding a platform to expand the Company’s footprint in Mexico. This goodwill will not be amortized and will be included in the Company’s periodic test for impairment at least annually. Goodwill is deductible for tax purposes. The fair value of the noncontrolling interest was determined utilizing the market approach and consideration of the overall business enterprise value. The amount of revenue and loss before provision for income taxes f rom MSC Mexico included in the consolidated statements of i ncome was $23,159 and ($393), respectively, for the fiscal year ended August 31, 2019. In addition, the Company incurred non-recurring transaction and integration costs relating to MSC Mexico totaling $202, which are included in the Company’s consolidated statement of income as operating expenses for the fiscal year ended August 31, 2019. ﻿ Acquisition of AIS On April 30, 2018, the Company acquired 100% of the outstanding shares of privately held All Integrated Solutions, Inc. (“AIS”), which does 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. ﻿ Acquisition of DECO ﻿ On July 31, 2017, the Company acquired certain assets and assumed certain liabilities of DECO Tool Supply Co. (“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, DECO, and TAC were accounted for as business purchases pursuant to ASC 805. The results of operations for AIS, DECO, and TAC have been included in our consolidated financial statements from the respective dates of acquisition.

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- 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
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