Acquisitions and Divestitures |
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| Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisitions and Divestitures | Acquisitions and Divestitures Fiscal 2025:
In March 2025, the Company completed a small divestiture within the Industrial Technologies segment. Net proceeds from the divestiture totaled $2,049, and the transaction resulted in a pre-tax loss of $2,072, which was recorded as a component of administrative expense for the period ended March 31, 2025.
On January 7, 2025, the Company entered into a definitive contribution agreement (the "Contribution Agreement") under which it will sell its interest in the SGK Brand Solutions business to a newly formed entity created by affiliates of Southern Graphics, Inc. (the “New Entity”), which will combine the SGK Brand Solutions business with the Southern Graphics, Inc. business. Under the terms of the Contribution Agreement, at the closing of the proposed transactions, the Company will receive $250,000 in cash and $50,000 of preferred equity in the New Entity. In addition, at the closing of the proposed transactions, the Company will receive a 40% interest in the common equity of the New Entity. Trade receivables under the Company's RPA will not be contributed to the New Entity. The Company will also retain its European cylinders (packaging) business and other related investments following the closing of the proposed transactions. The proposed transactions are expected to be completed in the third quarter of fiscal 2025, subject to the satisfaction of customary closing conditions. The foregoing summary of the Contribution Agreement and the transactions contemplated thereby is incomplete and is qualified in its entirety to the complete text of the Contribution Agreement, which was filed as Exhibit 2.1 to that Current Report on Form 8-K with the SEC on January 8, 2025.
Note 15. Acquisitions and Divestitures (continued)
During the second quarter of fiscal 2025, the Company determined that the SGK Brand Solutions business met the criteria under U.S. GAAP to be classified as held-for-sale. Accordingly, the assets and liabilities for this business have been presented separately as current and non-current assets held-for-sale and current and non-current liabilities held-for-sale on the Consolidated Balance Sheet as of March 31, 2025.
The following table summarizes the carrying values of the SGK Brand Solutions business assets and liabilities classified as held-for-sale on the Consolidated Balance Sheet as of March 31, 2025.
Income before income taxes for the SGK Brand Solutions business classified as held-for-sale totaled $3,351 and $8,170 for the three and six months ended March 31, 2025, respectively, and $5,875 and $8,791 for the three and six months ended March 31, 2024, respectively.
In January 2025, the Company entered into an agreement for the acquisition of a Memorialization business for a purchase price of $57,000 in cash. The purchase price is subject to customary post-closing adjustments. The acquisition, which is subject to certain closing conditions, is expected to be completed mid-2025.
In October 2024, the Company completed a small acquisition within the Memorialization segment for a purchase price of $2,218. The preliminary purchase price allocation was not finalized as of March 31, 2025 and remains subject to change as the Company obtains additional information related to working capital.
During the first quarter of fiscal 2025, the Company completed a small divestiture within the Memorialization segment. The net assets for this business were fully written-down in fiscal 2024 in anticipation of the disposal transaction.
Note 15. Acquisitions and Divestitures (continued)
Fiscal 2024:
In January 2024, the Company completed a small acquisition within the Memorialization segment for a purchase price of $5,825 (net of holdbacks and other adjustments, including working capital). The Company finalized the allocation of the purchase price in the fourth quarter of fiscal 2024, resulting in no significant adjustments.
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