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Acquisitions
12 Months Ended
Aug. 31, 2021
Business Combinations [Abstract]  
Acquisitions

Note 4 – Acquisitions

 

Manufacturing business of American Railcar Industries, Inc. (ARI)

On July 26, 2019, the Company completed its acquisition of the manufacturing business of ARI for a purchase price of approximately $417.2 million. In connection with the acquisition, the Company acquired two railcar manufacturing facilities in Arkansas, as well as other facilities which produce a range of railcar components and parts and create enhanced vertical integration for our manufacturing operations. The purchase price included approximately $8.5 million for capital expenditures on railcar lining operations and other facility improvements. Included in the acquisition were equity interests in two railcar component manufacturing businesses which Greenbrier accounts for under the equity method of accounting and recognized at their respective fair value as investments in unconsolidated affiliates.

 

For the year ended August 31, 2019, the operations contributed by ARI’s manufacturing business generated revenues of $43.0 million and a loss from operations of $1.6 million, which are reported in the Company’s consolidated financial statements as part of the Manufacturing segment.

 

The following table summarizes the fair value of the assets acquired and liabilities assumed at the date of acquisition:

 

(In thousands)

 

 

 

 

Accounts receivable

 

$

27,659

 

Inventories

 

 

98,053

 

Property, plant and equipment

 

 

225,045

 

Investments in unconsolidated affiliates

 

 

40,314

 

Intangibles and other assets

 

 

36,785

 

Goodwill

 

 

56,659

 

Total assets acquired

 

 

484,515

 

Total liabilities assumed

 

 

67,319

 

Net assets acquired

 

$

417,196

 

 

 

 

 

 

 

The identified intangible assets assumed in the acquisition were recognized as follows:

 

(In thousands)

 

Fair value

 

 

Weighted average

estimated useful life

(in years)

Trademarks and patents

 

$

19,500

 

 

9

Customer and supplier relationships

 

 

16,071

 

 

7

Identified intangible assets subject to amortization

 

 

35,571

 

 

 

Other identified intangible assets not subject to amortization

 

 

860

 

 

 

Total identified intangible assets

 

$

36,431

 

 

 

 

 

 

 

 

 

 

 

In accordance with ASC 805 Business Combinations, the following unaudited pro forma financial information summarizes the combined operating results of Greenbrier and ARI’s manufacturing business as if the acquisition of ARI’s manufacturing business occurred on September 1, 2018. In addition, this unaudited pro forma financial information includes acquisition-related adjustments including depreciation expense to reflect the increased fair value of property, plant and equipment, amortization expense related to identified intangible assets, interest expense on the $50 million convertible senior note and $300 million senior term debt issued, and the related income tax effects. This unaudited pro forma financial information is presented for informational purposes only and does not include adjustments relating to the Company’s expected cost-savings and other synergies, and as such, is not indicative of the results of operations that would have been achieved if the acquisition had occurred on September 1, 2018 or of results that may occur in the future.

 

 

 

Year ended

 

(In thousands, except per share amounts)

 

August 31, 2019

 

Revenue

 

$

3,462,255

 

Net earnings attributable to Greenbrier

 

$

57,284

 

Basic earnings per common share

 

$

1.76

 

Diluted earnings per common share

 

$

1.73