On December 31, 2019, the Company contributed the recently acquired operating net assets of Heidtman’s Cleveland facility to the Samuel joint venture, in exchange for an incremental 31.75% interest in the joint venture, increasing its ownership to a 63% controlling interest. The Heidtman assets were contributed at their net book value of $30,061,000, of which $11,123,000 has been attributed to the noncontrolling interest. The transaction was accounted for as a step acquisition, which required the re-measurement of our previously held 31.25% ownership interest in the joint venture to fair value resulting a non-cash, net pre-tax gain of $6,055,000 within miscellaneous income, net in our consolidated statement of earnings for the three and nine months ended February 29, 2020. The acquired net assets became part of our Steel Processing operating segment upon closing. In connection with the acquisition, the name of the joint venture was changed to Worthington Samuel Coil Processing LLC.

The assets acquired and liabilities assumed were recognized at their acquisition-date fair values, with goodwill representing the excess of the purchase price over the fair value of the net identifiable assets acquired. In connection with the acquisition of Samuel, we identified and valued the following identifiable intangible assets:

(in thousands)
Category	Amount		Useful Life (Years)
Customer relationships	$	9,000	15
Trade name		1,100	Indefinite
Total acquired identifiable intangible assets	$	10,100

The acquisition price includes the fair values of other assets that were not identifiable, not separately recognizable under accounting rules (e.g., assembled workforce) or of immaterial value. The acquisition price also includes strategic and synergistic benefits (investment value) specific to us, which resulted in an acquisition price in excess of the fair value of the identifiable net assets. This additional investment value resulted in goodwill, which is expected to be deductible for income tax purposes.

The following table summarizes the consideration transferred for our 63% controlling interest in Samuel and the fair value assigned to the assets acquired and liabilities assumed at the acquisition date:

(in thousands)
Consideration Transferred:
Assets contributed (37% of Heidtman net assets)	$	11,122
Capital contribution		315
Fair value of previously held equity interest in Samuel		10,948
Total consideration	$	22,385

Estimated Fair Value of Assets Acquired and Liabilities Assumed:
Cash	$	694
Accounts receivable		1,778
Inventories		108
Prepaid expenses		1,535
Intangible assets		10,100
Property, plant and equipment		19,459
Total identifiable assets		33,674
Accounts payable		(766	)
Accrued liabilities		(1,148	)
Net identifiable assets		31,760
Goodwill		3,772
Net assets		35,532
Noncontrolling interest		(13,147	)
Total consideration	$	22,385

The fair value of each of our previously held equity interest and the noncontrolling interest were derived using a market approach. The minority discount to reflect management’s estimate of a control premium was immaterial.

Operating results of the Samuel joint venture have been included in our consolidated statements of earnings from the acquisition date forward. For periods prior to the acquisition date, our portion of equity in net income of Samuel was included within equity in net income of unconsolidated affiliates in our consolidated statements of earnings. Proforma results, including the acquired business since the beginning of fiscal 2019, would not be materially different than the reported results.

On October 7, 2019, we acquired the operating net assets related to Heidtman’s Cleveland facility, excluding working capital, for cash consideration of $29,593,000. The acquired net assets were managed and reported as a component of our Steel Processing operating segment until their contribution to the Samuel joint venture on December 31, 2019.

The information included herein has been prepared based on the preliminary allocation of the purchase price using estimates of the fair value and useful lives of the assets acquired. The purchase price allocation is subject to further adjustment until all pertinent information regarding the assets acquired is fully evaluated by the Company, including but not limited to, the fair value accounting.

The assets acquired and liabilities assumed were recognized at their estimated acquisition-date fair values, with goodwill representing the excess of the purchase price over the fair value of the net identifiable assets acquired. In connection with the acquisition, a customer list intangible asset was identified and valued and will be amortized over the estimated useful life of 10 years.

The purchase price includes the fair values of other assets that were not identifiable, not separately recognizable under accounting rules (e.g., assembled workforce) or of immaterial value. The purchase price also includes strategic and synergistic benefits (investment value) specific to us, which resulted in a purchase price in excess of the fair value of the identifiable net assets. This additional investment value resulted in goodwill, which is expected to be deductible for income tax purposes.

The following table summarizes the consideration paid and the final fair value assigned to the assets acquired and liabilities assumed at the acquisition date:

	Preliminary		Measurement			Final
	Valuation		Period			Valuation
(in thousands)	November 30, 2019		Adjustments			February 29, 2020
Customer list	$	2,900	$	(100	)	$	2,800
Property, plant and equipment		7,515		(1,411	)		6,104
Finance lease assets		8,000		3,940			11,940
Other assets		725		-			725
Net identifiable assets		19,140		2,429			21,569
Goodwill		10,453		(2,429	)		8,024
Purchase price	$	29,593	$	-		$	29,593