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Acquisitions
3 Months Ended
Mar. 31, 2016
Acquisitions  
Acquisitions

3.Acquisitions

 

On August 3, 2015, the Company completed its acquisition of Kerr Concentrates, Inc. (“Kerr”), a privately held producer of natural fruit and vegetable concentrates for $102 million in cash.  Kerr serves major food and beverage companies, flavor houses and ingredient producers from its manufacturing locations in Oregon and California.  The acquisition of Kerr provides the Company with the opportunity to expand its product portfolio.  The Company funded the acquisition with proceeds from borrowings under its revolving credit agreement.  The results of Kerr are included in the Company’s consolidated results from August 3, 2015 forward within the North America business segment.  The Company has finalized the purchase price allocation.  The finalization of purchase accounting during the first quarter of 2016 did not have a significant impact on previously estimated amounts. 

 

Goodwill represents the amount by which the purchase price exceeds the estimated fair value of the net assets acquired.  The goodwill related to Kerr is tax deductible due to the structure of this acquisition.  The goodwill of $27 million for Kerr results from synergies and other operational benefits expected to be derived from the acquisitions.

 

The following table summarizes the final purchase price allocation for Kerr:

 

 

 

 

 

 

(in millions)

    

 

 

 

Working capital (excluding cash)

 

$

37

 

Property, plant and equipment

 

 

8

 

Other assets

 

 

1

 

Identifiable intangible assets

 

 

29

 

Goodwill

 

 

27

 

Total final purchase price

 

$

102

 

 

 

The identifiable intangible assets for the Kerr acquisition include items such as customer relationships, trade names, and noncompetition agreements. The fair values of these intangible assets were determined to be Level 3 under the fair value hierarchy.  Level 3 inputs are unobservable inputs for an asset or liability.  Unobservable inputs are used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for an asset or liability at the measurement date.  The following table presents the fair values, valuation techniques, and estimated remaining useful life for these Level 3 measurements (dollars in millions):

 

 

 

 

 

 

 

 

 

 

 

    

 

 

    

 

    

Estimated 

 

 

 

Fair Value

 

Valuation Technique

 

Useful Life

 

Customer Relationships

 

$

24

 

Multi-period excess earnings method

 

15 years

 

Trade Names

 

$

4

 

Relief-from-royalty method

 

11 years

 

Noncompetition  Agreements

 

$

1

 

Income Approach

 

3 years

 

 

The fair value of customer relationships, trade names and noncompetition agreements were determined through the valuation techniques described above using various judgmental assumptions such as discount rates, royalty rates, and customer attrition rates, as applicable.  The fair values of property, plant and equipment associated with the Kerr acquisition were determined to be Level 3 under the fair value hierarchy. Property, plant and equipment values were estimated using either the cost or market approach.

 

The Company also incurred $1 million and $4 million of pre-tax acquisition and integration costs for the three months ended March 31, 2016 and March 31, 2015, respectively, associated with the Kerr acquisition and the prior year acquisition of Penford Corporation.