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Business Acquisition
12 Months Ended
Dec. 31, 2017
Business Combinations [Abstract]  
Business Acquisition
Business Acquisitions

The Company's acquisitions are accounted for as purchases in accordance with ASC Topic 805, Business Combinations. Tangible assets and liabilities and identifiable intangible assets were adjusted to fair values at the acquisition date with the remainder of the purchase price, if any, recorded as goodwill. Operating results of these acquisitions are included in the Company's Consolidated Financial Statements from the date of acquisition and are not significant to the Company's consolidated operating results such that pro-forma disclosures are required.

2017 Business Acquisitions

The Company's Grain Group completed an insignificant acquisition in 2017 for a purchase price of
$3.5 million,




Prior Years Business Acquisitions

On May 18, 2015, the Company purchased Kay Flo Industries, Inc. and certain subsidiaries. The Company acquired 100% of the outstanding shares of Kay Flo Industries, Inc. In connection with the acquisition, the Company agreed to pay contingent consideration based on the achievement of specified objectives, including reaching targeted gross profit thresholds. The range of undiscounted amounts the Company could be required to pay under the contingent consideration arrangement is between $0 and $24 million.

The total fair value of consideration for the acquisitions was $129.4 million, including working capital and $0.4 million in estimated fair value of the contingent consideration arrangement. The current estimated fair value of the contingent consideration arrangement is $0. The Company funded this transaction with long-term debt, short-term debt, and cash on hand.


The purchase price allocation is summarized below:
(in thousands)
 
Cash
$
880

Accounts receivable
14,699

Inventory
25,094

Other assets
6,155

Intangibles
53,091

Goodwill
47,735

Property, plant, and equipment
27,478

Accounts payable
(12,131
)
Other current liabilities
(4,866
)
Other non-current liabilities
(28,706
)
Total purchase price
$
129,429


The goodwill recognized as a result of the Kay Flo Industries, Inc. acquisition was $47.7 million and was allocated to the Plant Nutrient segment. The goodwill is not deductible for tax purposes. The goodwill recognized is primarily attributable to expansion of the segment's geographic range and the ability to realize synergies from the combination of product lines and marketing efforts.

Details of the intangible assets acquired are as follows:
(in thousands)
Fair Value
 
Useful Life
Unpatented technology
$
13,400

 
10 years
Customer relationships
22,800

 
10 years
Trade names
15,500

 
7 to 10 years
Noncompete agreement
1,342

 
5 years
Favorable leasehold interest
49

 
5 years
Total identifiable intangible assets
$
53,091

 
10 years *

*weighted average number of years