XML 19 R13.htm IDEA: XBRL DOCUMENT
v3.24.1.1.u2

Acquisitions | 9 Months Ended
--- | ---
May 31, 2024
Business Combinations [Abstract] |
Acquisitions | Note 4 – Acquisitions Pessl Instruments GmbH On April 3, 2024, the Company agreed to acquire a 49.9% non-controlling minority interest in Pessl Instruments GmbH ("Pessl"), an Austrian company that provides agricultural technology solutions focused on field monitoring systems such as weather stations and soil moisture probes. The agreement includes a call option that, if exercised, would allow the Company to acquire the remainder of Pessl's outstanding shares based on Pessl's future earnings at certain dates between approximately two-and-a-half and five years after the date of the agreement. The transaction is expected to close in the fourth quarter of the Company's fiscal 2024, subject to customary closing conditions and regulatory approvals. FieldWise, LLC On July 28, 2023 ("the acquisition date"), the Company completed the acquisition of the membership interests of FieldWise, LLC ("FieldWise"). FieldWise is a market leader in agricultural technology products with a focus on subscription-based, precision irrigation solutions. The purchase price of $32.7 million was financed through an all-cash transaction from the Company's cash on hand. The following table summarizes the final purchase price allocation for the acquisition of FieldWise.
($ in thousands) |  | Total |
Cash and cash equivalents |  | $ | 1,779 |
Accounts receivable |  |  | 376 |
Inventories |  |  | 2,651 |
Property and equipment |  |  | 2,443 |
Deferred tax asset |  |  | 94 |
Intangible assets |  |  | 11,400 |
Goodwill |  |  | 16,593 |
Accounts payable and accrued liabilities |  |  | (228 | )
Deferred revenues |  |  | (2,132 | )
Non-current deferred revenues |  |  | (235 | )
Total purchase price |  | $ | 32,741 |
During the post-acquisition period, the Company recorded measurement period adjustments to the preliminary recorded values assigned to certain Company assets acquired as of the acquisition date. These adjustments were the product of final working capital adjustments with the seller and are incorporated within the values noted in the table above. These adjustments did not have a material impact on the Company's condensed consolidated financial statements. The acquired intangible assets inclu de amortizable intangible assets of $10.7 million and indefinite-lived intangible assets of $0.7 million related to tradenames. The amortizable intangible assets have a weighted average useful life of approximately 13.1 years. The following table summarizes the identifiable intangible assets at fair value as of the acquisition date.
($ in thousands) |  | Weighted average useful life in years |  |  | Fair value of identifiable asset |
Intangible assets: |  |  |  |  |  |
Customer relationships |  |  | 15.0 |  |  | $ | 8,700 |
Developed technology |  |  | 5.0 |  |  |  | 2,000 |
Tradenames |  | N/A |  |  |  | 700 |
Total intangible assets |  |  | 13.1 |  |  | $ | 11,400 |
Goodwill related to the acquisition of FieldWise primarily relates to intangible assets that do not qualify for separate recognition, including the experience and knowledge of FieldWise management, its assembled workforce, and its intellectual capital and specialization with monitoring technology solutions, data acquisition and management systems. This goodwill is included in the irrigation reporting segment and is deductible for income tax purposes. Pro forma information related to this acquisition was not included because the impact on the Company’s consolidated financial statements was not considered to be material.

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

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