XML 22 R11.htm IDEA: XBRL DOCUMENT
v3.24.2

Acquisitions | 9 Months Ended
--- | ---
May 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
Acquisitions | Acquisitions On March 4, 2024, WD-40 Holding Company Brasil Ltda., a wholly-owned subsidiary of the Company, acquired all of the issued and outstanding capital stock of the Company’s Brazilian distributor, Theron Marketing Ltda. (“Theron”), from M12 Participações Empresarias S.A. for total consideration of $6.9 million. Contingent consideration of $0.3 million is included in the total purchase price and recorded as a liability in the Company’s condensed consolidated balance sheets. With this transaction, the Company began direct distribution within Brazil in March 2024. Under the terms of the purchase agreement, the Company acquired assets with approximate fair values of $3.0 million of intangible assets, including customer relationships and a non-compete agreement, $3.4 million of accounts receivable, $0.6 million of inventory, and assumed liabilities with an approximate fair value of $1.6 million. The total consideration paid less the fair value of net assets acquired resulted in $1.5 million of goodwill. Transaction-related expenses were not material. The following table summarizes the fair value of assets acquired and liabilities assumed on the condensed consolidated balance sheets as of March 4, 2024 (in thousands):
| March 4, 2024
Fair value of consideration paid |
Cash, net of cash acquired | $ | 6,201 |
Other consideration | 703 |
Total consideration paid | 6,904 |
Fair value of assets acquired |
Definite-lived intangible assets | 2,959 |
Tangible assets acquired | 4,069 |
Total assets | 7,028 |
Fair value of liabilities assumed | 1,604 |
Fair value of net assets acquired | 5,424 |
Goodwill incident to acquisition | $ | 1,481 |
The transaction was treated as a business combination. The Company recognized goodwill of $1.5 million as of March 4, 2024, which is calculated as the excess of the consideration exchanged as compared to the fair value of identifiable assets acquired. The Company’s accounting for the acquisition has not been finalized and could necessitate a one-year measurement period of determination from the acquisition date. Goodwill is expected to be deductible for tax purposes. See Note 6 to the condensed consolidated financial statements for further information on goodwill and other intangible assets. Pro forma results are not presented because they are not material to the Company’s consolidated financial results.

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

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://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration