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BUSINESS COMBINATIONS (Notes)
3 Months Ended
Apr. 30, 2019
Business Combinations [Abstract]  
Business Combination Disclosure [Text Block]
BUSINESS COMBINATIONS
Fiscal 2020
On January 1, 2019, the Company, through its German subsidiary, acquired certain assets of ESB Agrartechnik GmbH ("ESB"). ESB is a full-service agriculture equipment dealership in Eastern Germany. Our acquisition of ESB further expands our presence in the German market. The transaction was accounted for as a business combination. The total consideration transferred for the acquired business was $3.0 million paid in cash. The business assets acquired consisted of $1.5 million in inventory, $0.8 million of other tangible assets, and $0.7 million of intangible assets, which included $0.5 million of goodwill that will be assigned to the International segment and is expected to be deductible for income tax purposes. The recognition of goodwill arose primarily from the acquisition of an assembled workforce. Acquisition-related transaction costs were not material. This acquisition was recognized in the fiscal year ending January 31, 2020 as the acquisition occurred within our International segment in which all entities maintain a calendar year reporting period.
Fiscal 2019
On July 2, 2018, the Company acquired all interests of two commonly-controlled companies, AGRAM Landtechnikvertrieb GmbH and AGRAM Landtechnik Rollwitz GmbH (collectively "AGRAM"), for $19.2 million in cash consideration. Founded in 1990, AGRAM is a CaseIH and Steyr dealership complex consisting of four agriculture dealership locations in the following cities of Germany: Altranft, Burkau, Gutzkow, and Rollwitz. Our acquisition of these entities provides the Company the opportunity to expand our international presence into the large, well-established German market.
The AGRAM acquisition has been accounted for under the acquisition method of accounting, which requires the Company to estimate the acquisition date fair value of the assets acquired and liabilities assumed. The fair value of the consideration paid exceeded the estimated fair value of the assets acquired and liabilities assumed, which resulted in the recognition of $0.9 million of goodwill. The recognition of goodwill arose from the acquisition of an assembled workforce and anticipated synergies within our International segment. The entire goodwill amount was assigned to the International segment and is not expected to be deductible for income tax purposes. The Company recognized a customer relationship intangible asset in the amount of $0.1 million, which will be amortized over a three-year period, and recognized a distribution rights intangible asset in the amount of $1.8 million that is an indefinite-lived intangible asset not subject to amortization. The Company estimated the fair value of the customer relationship and distribution rights intangible assets using a multi-period excess earnings model, an income approach. All acquisition-related costs, which amounted to $0.2 million, have been expensed as incurred and recognized as operating expenses in the consolidated statement of operations.
The allocation of the purchase price to the assets acquired and liabilities assumed was as follows:
(in thousands)
 
Assets acquired:
 
Cash
$
3,857

Receivables
5,340

Inventories
21,725

Prepaid expenses and other
887

Property and equipment
3,512

Intangible assets
1,944

Goodwill
924

Other
61

 
$
38,250

Liabilities assumed:
 
Accounts payable
1,553

Floorplan payable
13,820

Deferred revenue
85

Accrued expenses and other
1,279

Long-term debt
1,725

Deferred income taxes
632

 
$
19,094

Net assets acquired
$
19,156