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Business Acquisitions | 6 Months Ended
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Jun. 30, 2019
Business Combinations [Abstract] |
Business Acquisitions | Business Acquisition Effective January 1, 2019, the Company completed its acquisition of the remaining 67.5% equity of LTG. The transaction resulted in the consolidation of Thompsons Limited of Ontario, Canada and related entities as they were jointly owned by the Company and LTG in equal portions. Total consideration paid by the Company to complete the acquisition of LTG was $328.9 million. The Company paid $169.2 million in cash, which includes preliminary working capital adjustments of $31.9 million, and issued 4.4 million unregistered shares valued at $127.8 million based upon the stock price of the Company. The purchase price allocation is preliminary, pending completion of the full valuation report and a final working capital adjustment to be agreed upon between the Company and the sellers. A summarized preliminary purchase price allocation is as follows:
(in thousands) |
Cash consideration paid | $ | 169,218 |
Equity consideration | 127,841 |
Purchase price holdback/ other accrued liabilities | 31,885 |
Total purchase price consideration | $ | 328,944 |
The preliminary purchase price allocation at January 1, 2019, is as follows:
(in thousands) |
Cash and cash equivalents | $ | 21,525 |
Accounts receivable | 320,467 |
Inventories | 456,963 |
Commodity derivative assets - current | 82,595 |
Other current assets | 27,474 |
Commodity derivative assets - noncurrent | 13,576 |
Goodwill | 129,848 |
Other intangible assets | 106,600 |
Right of use asset | 37,894 |
Equity method investments | 28,728 |
Other assets, net | 5,582 |
Property, plant and equipment, net | 171,820 |
| $ | 1,403,072 |
Short-term debt | 218,901 |
Trade and other payables | 303,321 |
Commodity derivative liabilities - current | 29,024 |
Customer prepayments and deferred revenue | 99,530 |
Accrued expense and other current liabilities | 64,512 |
Other long-term liabilities, including commodity derivative liabilities - noncurrent | 3,175 |
Long-term lease liabilities | 21,193 |
Long-term debt, including current maturities | 161,688 |
Deferred income taxes | 14,403 |
| $ | 915,747 |
Fair value of acquired assets and assumed liabilities | $ | 487,325 |
Removal of preexisting ownership interest, including associated cumulative translation adjustment | (159,459 | )
Pretax loss on derecognition of preexisting ownership interest | 1,078 |
Total purchase price consideration | $ | 328,944 |
The goodwill recognized as a result of the LTG acquisition is $129.9 million and is allocated to the Trade Group segment. A portion of the goodwill is expected to be deductible for tax purposes. The goodwill recognized is primarily attributable to the addition of an assembled workforce and complementary assets with greater scale that significantly expands the Company's reach in the agricultural marketplace. Due to refinements in the valuation and finalization of certain replacement equity award during the second quarter, goodwill increased approximately $7.5 million and other intangible assets decreased $9.6 million as well as various working capital adjustments. The Company also finalized the determination of the preacquisition fair value of its preexisitng ownership interests, which resulted in a revision of the previously recorded pretax loss by $2.4 million. Details of the intangible assets acquired are as follows:
(in thousands) |  | Estimated useful life |
Customer relationships | $ | 86,300 |  | 10 years |
Noncompete agreements | 20,300 |  | 3 years |
| $ | 106,600 |  | 8 years | *
*weighted average number of years Pro Forma Financial Information The summary pro forma financial information for the periods presented below gives effect to the LTG acquisition as if it had occurred at January 1, 2018.
| Three months ended June 30, |  | Six months ended June 30,
(in thousands) | 2019 |  | 2018 |  | 2019 |  | 2018
Net sales | $ | 2,359,077 |  |  | $ | 2,333,598 |  |  | $ | 4,335,869 |  |  | $ | 4,261,910 |
Net income | 29,985 |  |  | 42,506 |  |  | 19,232 |  |  | 32,110 |
Pro forma net loss was also adjusted to account for the tax effects of the pro forma adjustments noted above using a statutory tax rate of 25%. The amount of LTG’s and Thompsons’ revenue and earnings included in the Company’s consolidated statement of operations for the period ended June 30, 2019 are not practicable to determine given the level of integration of LTG and Thompsons into the Company’s operations effective January 1, 2019.

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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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- References No definition available. + Details
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