Business Combinations

12 Months Ended

Mar. 31, 2020

Business Combination Disclosure [Text Block]

BUSINESS COMBINATIONS

On January 1, 2020 the Company acquired 100% of the capital stock of FruitSmart, Inc. (“FruitSmart”), an independent specialty fruit and vegetable ingredient processor serving global markets, for approximately $80 million in cash, up to $25 million of contingent consideration payments, and $3.8 million of working capital on-hand at the date of acquisition. The contingent consideration is based on FruitSmart’s achievement of certain adjusted gross profit metrics in calendar years 2020 and 2021. The fair value of the contingent consideration, approximately $6.7 million, was recognized on the acquisition date and was measured using unobservable (Level 3) inputs. The Company estimated the fair value of the contingent consideration liability by applying a Monte-Carlo simulation method using the Company’s projection of future adjusted gross profit results and considering the estimated probability of achievement of the adjusted gross profit targets. The Monte-Carlo simulation is a statistical technique used to generate a defined number of valuation paths in order to develop a reasonable estimate of the fair value of the contingent consideration. Changes in the fair value of the contingent consideration liability in future periods will be recorded in the Company’s results in the period of the change.

The FruitSmart acquisition was accounted for under the purchase method of accounting and was financed through cash-on-hand and borrowings under the Company’s revolving credit facility. In a business combination, the purchase price is allocated to assets acquired and liabilities assumed based on their fair values, with any excess of purchase price over fair value recognized as goodwill. In addition to recognizing assets and liabilities on the acquired company’s balance sheet, the Company reviews supply contracts, leases, financial instruments, employment agreements and other significant agreements to identify potential assets or liabilities that require recognition in connection with the application of acquisition accounting under Accounting Standards Codification 805, "Business Combinations." Intangible assets are recognized separate from goodwill when the asset arises from contractual or other legal rights, or are separable from the acquired entity such that they may be sold, transferred, licensed, rented or exchanged either on a standalone basis or in combination with a related contract, asset or liability.

The initial allocation of the purchase price was based on preliminary valuations and assumptions and is subject to change within the 12-month measurement period following the date of acquisition. The following table summarizes the preliminary purchase price allocation of the assets acquired and liabilities assumed on January 1, 2020.



Assets
Cash and cash equivalents	$	1,298
Accounts receivable	7,707
Inventory	23,793
Other current assets	310
Property, plant and equipment	23,400
Intangibles:
Customer relationships	9,500
Developed technology	4,800
Trade names	3,300
Noncompetition agreements	1,000
Goodwill	28,863
Total assets acquired	103,971

Liabilities
Current liabilities	8,262
Deferred income taxes	9,004
Total liabilities assumed	17,266

Total assets acquired and liabilities assumed	$	86,705

A portion of the goodwill recorded as part of the acquisition was attributable to the assembled workforce of FruitSmart. The tax basis of the assets acquired and liabilities did not result in a step-up of tax basis and the related goodwill is not deductible for U.S. income tax purposes. The Company determined the FruitSmart operations are not material to the Company’s consolidated results. Therefore, pro forma information is not presented.

For the fiscal year ended March 31, 2020, the Company incurred $4.7 million of acquisition-related transaction costs for the purchase of FruitSmart. The acquisition-related costs were expensed as incurred and recorded as selling, general, and administrative expenses on the consolidated statements of income.