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Business Combinations | 12 Months Ended
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Mar. 31, 2021
Business Combinations [Abstract] |
Business Combination Disclosure [Text Block] | BUSINESS COMBINATIONS Acquisition of Silva International, Inc. On October 1, 2020 the Company acquired 100% of the capital stock of Silva International, Inc. (“Silva”), a natural, specialty dehydrated vegetable, fruit, and herb processing company serving global markets, for approximately $164 million in cash and $5.9 million of additional working capital on-hand at the date of acquisition. The acquisition of Silva diversifies the Company's product offerings and generates new opportunities for its plant-based ingredients platform. The initial allocation of the purchase price for Silva was based on preliminary valuations and assumptions and is subject to change within the 12-month measurement period following the date of acquisition (October 1, 2020). The Company finalized a working capital settlement in the fourth quarter of fiscal year 2021 and adjusted the beginning balance sheet for certain tax related assets and liabilities. The Company is still reviewing tax related assets and liabilities. The final purchase price allocation will be completed by the second quarter of fiscal year 2022. The Company continues to employ one of Silva's selling shareholders and as stipulated in the Silva purchase agreement has transferred $6 million to a third-party escrow account that may ultimately be earned by the selling shareholder upon completion of a post-combination service period. Since the compensation agreement for the selling shareholder who remains employed with the Company includes a post-combination service period, the Company has excluded the entire $6 million in the purchase price to be allocated. The $6 million in escrow is recognized as restricted cash in other noncurrent assets on the consolidated balance sheet at March 31, 2021. The contingent consideration arrangement for the selling shareholder includes a post-combination service requirement and forfeitable payment provisions, therefore under ASC Topic 805, “Business Combination s,” must be treated as compensation expense and recognized ratably over the requisite service period in selling, general, and administrative expense on the consolidated statements of income. For the fiscal year ended March 31, 2021, the Company incurred $3.9 million for acquisition-related transaction costs for the purchase of Silva. The acquisition-related costs were expensed as incurred and recorded in selling, general, and administrative expense on the consolidated statements of income. Acquisition of FruitSmart, Inc. 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 additional 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 March 31, 2021, $2.5 million of contingent consideration liability related to the FruitSmart acquisition is included in accounts payable and accrued expenses on the consolidated balance sheet. 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. The following table summarizes the preliminary purchase price allocation of the assets acquired and liabilities assumed for the Silva acquisition and final purchase price allocation for the FruitSmart acquisition.
| Silva |  | FruitSmart
Assets | October 1, 2020 |  | January 1, 2020
Cash and cash equivalents | $ | 8,126 |  |  | $ | 1,298 |
Accounts receivable, net | 17,885 |  |  | 7,707 |
Advances to suppliers, net | 3,011 |  |  | — |
Inventory | 33,162 |  |  | 23,793 |
Other current assets | 833 |  |  | 310 |
Property, plant and equipment (net) | 24,437 |  |  | 23,400 |
Intangibles |  |  |
Customer relationships | 53,000 |  |  | 9,500 |
Developed technology | — |  |  | 4,800 |
Trade names | 7,800 |  |  | 3,300 |
Non-compete agreements | — |  |  | 1,000 |
Goodwill | 46,144 |  |  | 28,863 |
Total assets acquired | 194,398 |  |  | 103,971 |
Liabilities |  |  |
Accounts payable and accrued expenses | 11,683 |  |  | 7,592 |
Accrued compensation | 3,350 |  |  | 670 |
Income taxes payable | 946 |  |  | — |
Deferred income taxes | 14,419 |  |  | 9,004 |
Total liabilities assumed | 30,398 |  |  | 17,266 |
Total assets acquired and liabilities assumed | $ | 164,000 |  |  | $ | 86,705 |
A portion of the goodwill recorded as part of the acquisitions was attributable to the assembled workforce of FruitSmart and Silva, respectively. 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 and Silva operations were 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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