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Business Acquisitions | 3 Months Ended
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Mar. 31, 2020
Business Combinations [Abstract] |
Business Acquisitions | Business Acquisition On October 1, 2019, The Andersons entered into an agreement with Marathon to merge TAAE, TACE, TAME and the Company's wholly-owned subsidiary, The Andersons Denison Ethanol LLC into a new legal entity, The Andersons Marathon Holdings LLC. As a result of the merger, The Andersons and Marathon now own 50.1% and 49.9% of the equity in TAMH, respectively. Total consideration transferred by the Company to complete the acquisition of TAMH was $182.9 million. The company transferred non-cash consideration of $7.3 million and its equity values of the previously mentioned LLCs. The purchase price allocation is preliminary, pending, finalization of deferred income taxes adjustments. A summarized preliminary purchase price allocation is as follows:
(in thousands) |
Non-cash consideration | $ | 7,318 |
Investments contributed at fair value | 124,662 |
Investment contributed at cost | 50,875 |
Total purchase price consideration | $ | 182,855 |
The preliminary purchase price allocation at October 1, 2019, is as follows:
(in thousands) |
Cash and cash equivalents | $ | 47,042 |
Accounts receivable | 12,175 |
Inventories | 31,765 |
Other current assets | 2,638 |
Goodwill | 2,726 |
Right of use asset | 5,200 |
Other assets, net | 861 |
Property, plant and equipment, net | 321,380 |
| 423,787 |
Trade and other payables | 13,461 |
Accrued expense and other current liabilities | 3,011 |
Other long-term liabilities | 209 |
Long-term lease liabilities | 2,230 |
Long-term debt, including current maturities | 47,886 |
| 66,797 |
Marathon Noncontrolling Interest | 174,135 |
Net Assets Acquired | $ | 182,855 |
Removal of preexisting ownership interest | $ | (88,426 | )
Pretax gain on derecognition of preexisting ownership interest | $ | 36,286 |
Asset and liability account balances in the opening balance sheet above include the previously consolidated TADE investment balances at carryover basis. The $2.7 million of goodwill recognized is primarily attributable to expected synergies and the assembled workforce of TAMH. None of the goodwill is expected to be deductible for income tax purposes. The fair value in the opening balance sheet of the 49.9% noncontrolling interest in TAMH was estimated to be $174.1 million. The fair value was estimated based on 49.9% of the total equity value of TAMH based on the transaction price for the 50.1% stake in TAMH, considering the consideration transferred noted above. Pro Forma Financial Information (Unaudited) The summary pro forma financial information for the periods presented below gives effect to the TAMH acquisition as if it had occurred at January 1, 2019.
| Three months ended March 31,
(in thousands) | 2020 |  | 2019
Net sales | $ | 1,853,105 |  |  | $ | 2,031,510 |
Net income | (51,111 | ) |  | (15,228 | )
Pro forma net income was also adjusted to account for the tax effects of the pro forma adjustments noted above using a statutory tax rate of 25%. The pro forma amounts for net income above have been adjusted to reflect additional depreciation and amortization that would have been charged assuming the fair value adjustments to Property, plant and equipment had been applied on January 1, 2019 related to the TAMH merger. Pro forma financial information is not necessarily indicative of the Company's actual results of operations if the acquisition had been completed at the date indicated, nor is it necessarily an indication of future operating results. Amounts do not include any operating efficiencies or cost savings that the Company believes are achievable.

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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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