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Acquisitions
9 Months Ended
Sep. 30, 2013
Business Combinations [Abstract]  
Business Combination Disclosure [Text Block]
Acquisitions

2013 Acquisitions
Epax:
In July 2013, we acquired 100 percent of the stock of Epax Nutra Holding III AS and Epax UK Holding III AS (together, “Epax”). Epax is a global supplier of fish-based omega-3 EPA/DHA fatty acid concentrates. Epax will be integrated into our newly formed FMC Health and Nutrition segment from the acquisition date. The acquisition of Epax is an important step in fulfilling our strategic intent to broaden our product and customer base within our Health and Nutrition segment.
The results of operations related to Epax have been included in our results since the acquisition date. This acquisition was considered a business under the U.S. GAAP business combinations accounting guidance, and therefore we applied acquisition accounting. Acquisition accounting requires, among other things, that assets and liabilities assumed be recognized at their fair values as of the acquisition date. The net assets of the Epax acquisition were recorded at the estimated fair values using primarily Level 2 and Level 3 inputs (see Note 17 for an explanation of Level 2 and 3 inputs). In valuing acquired assets and liabilities, valuation inputs include an estimate of future cash flows and discount rates based on the internal rate of return and the weighted average rate of return. Transaction-related costs were expensed as incurred and recorded to "Selling, general and administrative expenses" within our condensed consolidated statements of income.
The purchase price and related allocation is not considered final primarily due to working capital adjustments expected to occur in the fourth quarter of 2013. This may result in additional adjustments to the preliminary purchase price allocation. We will finalize the amounts recognized once we obtain the information necessary to complete the analysis, but no later than one year from the acquisition date.
Preliminary Purchase Price Allocation
(in Millions)
 
Trade receivables
$
15.6

Inventories (1)
53.7

Other current assets
4.7

Property, plant & equipment
138.3

Intangible assets (2)
71.2

Goodwill (3)
109.8

Other assets
0.6

Total fair value of assets acquired
393.9

 
 
Current liabilities
12.9

Deferred tax liabilities
41.0

Other liabilities
0.4

Total fair value of liabilities assumed
54.3

 
 
Total cash paid, less cash acquired
$
339.6

____________________ 
(1)
Fair value of finished good inventories acquired included a step-up in the value of approximately $9.1 million, which will be expensed to "Cost of sales and services" in 2013 and early 2014.
(2)
See Note 4 for the major classes of intangible assets acquired, which primarily represent customer relationships and trade names. The weighted average useful life of the acquired finite-lived intangibles is approximately 17 years.
(3)
Goodwill largely consisted of expected revenue synergies resulting from the business combinations. None of the acquired goodwill will be deductible for income tax purposes.

Unaudited pro forma revenue and net income related to the Epax acquisition is not presented because the pro forma impact is not material for prior periods.
In the first quarter of 2013 we completed the purchase of additional ownership interest in FMC Wyoming. See Note 13 for more information.
2012 Acquisitions

We completed three acquisitions during 2012. These acquisitions and related disclosures are described in more detail in Note 3 to the consolidated financial statements included in our 2012 Form 10-K. During the nine months ended September 30, 2013, we made $2.1 million of adjustments to the preliminary purchase price allocations associated with these acquisitions. These adjustments were made primarily as a result of working capital adjustments that were finalized during the first quarter 2013, however did not result in any changes to previously established goodwill balances.