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Business Combinations | 6 Months Ended
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Sep. 30, 2020
Business Combinations [Abstract] |
Business Combination Disclosure [Text Block] | BUSINESS COMBINATION 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. At June 30, 2020 the forecasted calendar year 2020 adjusted gross profit for FruitSmart was not expected to achieve the adjusted gross profit threshold required for a contingent consideration payment. Therefore, in the quarter ended June 30, 2020 the Company recorded $4.2 million in other operating income for the reversal of a portion of the contingent consideration liability. As of September 30, 2020, $2.5 million of contingent consideration liability related to the FruitSmart acquisition is included in other long-term liabilities on the consolidated balance sheet. The following final allocation of the purchase price was based on third-party valuations and assumptions. The following table summarizes the final purchase price allocation of the assets acquired and liabilities assumed on January 1, 2020.
(in thousands of dollars) |
Assets |
Cash and cash equivalents | $ | 1,298 |
Accounts receivable, net | 7,707 |
Inventory | 23,793 |
Other current assets | 310 |
Property, plant and equipment (net) | 23,400 |
Intangibles |
Customer relationships | 9,500 |
Developed technology | 4,800 |
Trade names | 3,300 |
Non-compete 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.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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- References No definition available. + Details
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