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Acquisitions (Tables)
 6 Months Ended
Jun. 30, 2020
Business Combinations [Abstract]  
Schedule of business combinations A summary of the acquisitions made during the period is as follows:
Date
 
Type
 
Company/Product Line
 
Location (Near)
 
Segment
 
 
 
 
 
 
 
 
 
May 31, 2019
 
Stock
 
Proseal UK Limited
 
Adlington, UK
 
JBT FoodTech
 
 
 
 
 
 
 
 
 
A leading provider of tray sealing technology for the fresh produce, ready meals, proteins, sandwiches, and snack industries.
 
 
 
 
 
 
 
 
 
May 31, 2019
 
Stock
 
Prime Equipment Group, LLC
 
Columbus, Ohio
 
JBT FoodTech
 
 
 
 
 
 
 
 
 
A manufacturer of turnkey primary and water re–use solutions for the poultry industry.
 
 
 
 
 
 
 
 
 
February 1, 2019
 
Stock
 
LEKTRO, Inc.
 
Warrenton, Oregon
 
JBT AeroTech
 
 
 
 
 
 
 
 
 
A manufacturer of commercial aviation ground support equipment, including electric towbarless aircraft pushback tractors for narrow body and smaller aircrafts.
 
 
 
 
 
 
 
 
 
May 29, 2020
 
Asset
 
MARS Food Processing Solutions, LLC
 
Denver, North Carolina
 
JBT FoodTech
 
 
 
 
 
 
 
 
 
A provider of solutions for monitoring and managing the efficiency of poultry processing plants.
Schedule of assets acquired and liabilities assumed
 
Proseal(1)
 
Prime(1)
 
LEKTRO(2)
 
Total
(In millions)
 
 
 
 
 
 
 
Financial assets
$
46.4

 
$
12.9

 
$
4.2

 
$
63.5

Inventories
24.8

 
11.6

 
7.0

 
43.4

Property, plant and equipment
22.2

 
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 consideration
279.2

 
62.8

 
48.3

 
390.3

Cash acquired
4.3

 
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 payments 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.
Schedule of pro forma information The following information reflects the results of the Company’s operations for the three and six months ended June 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 June 30,
 
Six Months Ended June 30,
(In millions, except per share data)
2020
 
2019
 
2020
 
2019
Revenue
 
 
 
 
 
 
 
    Pro forma
$
411.5

 
$
509.5

 
$
869.2

 
$
949.2

    As reported
411.5

 
493.3

 
869.2

 
910.8

Income from continuing operations
 
 
 
 
 
 
 
    Pro forma
$
32.5

 
$
35.5

 
$
61.5

 
$
56.3

    As reported
32.5

 
34.0

 
61.5

 
53.7

Income from continuing operations per share
 
 
 
 
 
 
 
    Pro forma
 
 
 
 
 
 
 
        Basic
$
1.02

 
$
1.11

 
$
1.92

 
$
1.76

        Fully diluted
1.01

 
1.11

 
1.92

 
1.76

    As reported
 
 
 
 
 
 
 
        Basic
$
1.02

 
$
1.07

 
$
1.92

 
$
1.69

        Fully diluted
1.01

 
1.06

 
1.92

 
1.68