ACQUISITIONS

Dec. 09, 2019

Business Combinations [Abstract]

ACQUISITIONS

ACQUISITIONS

The following table contains the estimated fair values (using inputs as discussed in Note 13) of the assets acquired and liabilities assumed at the date of acquisition for all acquisitions during 2019. Of the goodwill included in the table below, $126.4 is expected to be deductible for tax purposes.

	Three Months Ended March 31,
	2019
Accounts receivable	$	72.4
Inventory	60.1
Property, plant and equipment	80.2
Goodwill	558.8
Other intangible assets:
Customer relationships (15-year life)	372.7
Technology (15-year life)	173.3
Trademarks and trade names (15-year life)	65.8
Non-compete agreements and other (5-year life)	28.1
Other current and long-term assets	27.4
Current liabilities	(43.9)
Deferred income taxes	(129.0)
Other long-term liabilities	(21.6)
Net cash consideration	$	1,244.3

The following table summarizes acquisitions for the periods presented.

Three Months Ended	Number of Acquisitions	Segment	Product/Service
March 31, 2020	None
March 31, 2019	1	Bedding Products	A leader in proprietary specialized foam technology, primarily for the bedding and furniture industries

Certain of our prior years' acquisition agreements provide for additional consideration to be paid in cash at a later date and are recorded as liabilities at the acquisition date. At March 31, 2020 and December 31, 2019, our current liability for these future payments was $7.9 and $9.2, respectively.  Components of the liability are based on estimates and contingent upon future events, therefore, the amounts may fluctuate materially until the payment dates.

2020

No businesses were acquired during the first quarter 2020.

2019

We acquired one business:

•ECS, a leader in proprietary specialized foam technology, primarily for the bedding and furniture industries. Through this acquisition, we gained critical capabilities in proprietary foam technology, along with scale in the production of private-label finished mattresses. The acquisition date was January 16. The purchase price was $1,244.3 and, upon finalization of the purchase price allocation, added $559.3 of goodwill. The most significant other intangibles added were customer relationships and technology, whose finalized values were $372.3 and $173.3, respectively. There was no contingent consideration associated with this acquisition.

Pro forma Results

The following table summarizes, on an unaudited pro forma basis, the combined results of operations of Leggett and ECS as though the acquisition had occurred as of January 1, 2018. We have not provided pro forma results of operations related to other acquisitions, as these results were not material.

The unaudited proforma financial information below is not necessarily indicative of the results of operations that would have been realized had the ECS acquisition occurred as of January 1, 2018, nor is it meant to be indicative of any future results of operations. It does not include benefits expected from revenue or product mix enhancements, operating synergies or cost savings that may be realized or any estimated future costs that may be incurred to integrate the ECS business.

	Three Months Ended
	March 31,
	2019
Net trade sales	$	1,176.7
Net earnings	62.9
EPS basic	.47
EPS diluted	.47

The information above reflects pro forma adjustments based on available information and certain assumptions that we believe are reasonable, including:

•Amortization and depreciation adjustments relating to fair value estimates of intangible and tangible assets;

•Incremental interest expense on debt incurred in connection with the ECS acquisition;

•Amortization of the fair value adjustment to inventory as though the transaction occurred on January 1, 2018;

•Recognition of transaction costs as though the transaction occurred on January 1, 2018; and

•Estimated tax impacts of the pro forma adjustments.