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Acquisitions
 9 Months Ended
Sep. 30, 2020
Business Combinations [Abstract]  
Acquisitions ACQUISITIONS
During 2019 and 2020 the Company acquired 100% of voting equity of four businesses for an aggregate consideration of $387.9 million, net of cash acquired. A summary of the acquisitions made during the period is as follows:
DateType Company/Product LineLocation (Near)Segment
May 29, 2020AssetMARS Food Processing Solutions, LLCDenver, North CarolinaJBT FoodTech
A provider of solutions for monitoring and managing the efficiency of poultry processing plants.
May 31, 2019StockProseal UK LimitedAdlington, UKJBT FoodTech
A leading provider of tray sealing technology for the fresh produce, ready meals, proteins, sandwiches, and snack industries.
May 31, 2019StockPrime Equipment Group, LLCColumbus, OhioJBT FoodTech
A manufacturer of turnkey primary and water re–use solutions for the poultry industry.
February 1, 2019StockLEKTRO, Inc.Warrenton, OregonJBT AeroTech
A manufacturer of commercial aviation ground support equipment, including electric towbarless aircraft pushback tractors for narrow body and smaller aircrafts.
Each acquisition has been accounted for as a business combination. Tangible and identifiable intangible assets acquired and liabilities assumed were recorded at their respective estimated fair values. The excess of the consideration transferred over the estimated fair value of the net assets received has been recorded as goodwill. The factors that contributed to the recognition of goodwill primarily relate to acquisition-driven anticipated cost savings and revenue enhancement synergies coupled with the assembled workforce acquired.
Proseal(1)
Prime(1)
LEKTRO(2)
Total
(In millions)
Financial assets$46.4 $12.9 $4.2 $63.5 
Inventories24.8 11.6 7.0 43.4 
Property, plant and equipment22.2 1.5 0.3 24.0 
Other intangible assets (3)
91.5 28.4 19.4 139.3 
Deferred taxes(19.2)— (4.9)(24.1)
Financial liabilities(35.3)(21.0)(4.6)(60.9)
Total identifiable net assets$130.4 $33.4 $21.4 $185.2 
Cash consideration paid$264.5 $60.6 $48.3 $373.4 
Contingent consideration (4)
14.7 1.3 — 16.0 
Holdback payment due to seller— 0.9 — 0.9 
Total consideration279.2 62.8 48.3 390.3 
Cash acquired4.3 1.4 1.7 7.4 
Net consideration$274.9 $61.4 $46.6 $382.9 
Goodwill (5)
$148.8 $29.4 $26.9 $205.1 
(1)The purchase accounting for Proseal and Prime was complete as of March 31, 2020. During the quarter ended March 31, 2020, there were no significant measurement period adjustments.
(2)The purchase accounting for LEKTRO was final as of December 31, 2019.
(3)The acquired intangible assets subject to amortization are being amortized on a straight-line basis over their estimated useful lives, which range from seven to twenty-one years. The intangible assets acquired in 2019 include customer relationships totaling $87.0 million (14 - year weighted average useful life), technology totaling $37.6 million (9 - year weighted average useful life), and tradenames totaling $14.7 million (20 - year weighted average useful life).
(4)Proseal and Prime purchase agreements include contingent consideration due to the sellers to the extent Proseal and Prime achieve certain earnings targets.
The Proseal purchase agreement includes a contingent payment due to the sellers to the extent Proseal achieves certain earnings targets. Proseal earnings performance for the period from January 1, 2020 through December 31, 2020 would result in a payment of $17.7 million in the event earnout targets are met, and no payment if not met. Acquisition date fair value of these contingent payments was determined to be $14.7 million for Proseal.
The Prime purchase agreement includes contingent payments due to the sellers to the extent the Prime results exceed certain earnings targets. These payments are based on the achievement of earnings target ranges for the respective year that resulted in no payment for the earnout period of calendar year 2019 and would result in a payment of $0 million to $0.5 million for the earnout period of calendar year 2020. Acquisition date fair value of these contingent payments was determined at $1.3 million for Prime.
Refer to Note 9. Fair Value Of Financial Instruments for a description of how these values for contingent consideration obligations were determined.
(5)The Company expects goodwill of $58.9 million from these acquisitions to be deductible for income tax purposes.
During the second quarter of 2020, we acquired certain assets and liabilities of MARS Food Processing Solutions, LLC ("MARS"). This transaction was accounted for as a business combination with a purchase price of $5 million. The Company expects goodwill of $3.3 million from this acquisition to be deductible for income tax purposes. The MARS acquisition allows us to offer our Protein customers proprietary solutions for monitoring and managing the efficiency of poultry processing plants.

Pro forma Financial Information (unaudited)

The Company's acquisition of Proseal was material to its overall results and as such the Company is required under ASC 805, Business Combinations, to present pro forma information. The following information reflects the results of the Company’s operations for the three and nine months ended September 30, 2020 and 2019 on a pro forma basis as if the acquisition of Proseal had been completed on January 1, 2018. Pro forma adjustments have been made to illustrate the incremental impact on earnings of interest costs on the borrowings to acquire the company, amortization expense related to acquire intangible assets, depreciation expense related to the fair value of the acquired depreciable tangible assets and the related tax impact associated with the incremental interest costs and amortization and depreciation expense.
Three Months Ended September 30,Nine Months Ended September 30,
(In millions, except per share data)2020201920202019
Revenue  
    Pro forma$419.2 $489.4 $1,288.4 $1,438.6 
    As reported419.2 489.4 1,288.4 1,400.2 
Income from continuing operations
    Pro forma$17.2 $37.4 $78.7 $93.4 
    As reported17.2 33.5 78.7 87.2 
Income from continuing operations per share
    Pro forma
        Basic$0.54 $1.17 $2.46 $2.93 
        Fully diluted0.54 1.17 2.45 2.91 
    As reported
        Basic$0.54 $1.05 $2.46 $2.74 
        Fully diluted0.54 1.04 2.45 2.72 

The unaudited pro forma information is provided for illustrative purposes only and does not purport to represent what the Company's consolidated results of operations would have been had the transaction actually occurred as of January 1, 2018, and does not purport to project actual consolidated results of operations.