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Business Acquisitions
 12 Months Ended
Dec. 28, 2013
Dec. 29, 2012
Business Combinations [Abstract]    
Business Combination Disclosure Text Block

2. Business Acquisitions

Acquisition in Fiscal 2013

Bulgarian Processing Operation

 

On December 31, 2012, the Company acquired a grains handling and processing facility located in Silistra, Bulgaria and operated as the Organic Land Corporation OOD (“OLC”). The facility is located near a protected and chemical free agricultural area, which produces organic products including sunflower, flax seed, corn, barley and soybeans. This acquisition diversified the Company's organic sunflower processing operations and should allow it to expand its capabilities into the other organic products grown in the region following the expansion of production capabilities. The Company had been sourcing non-genetically modified sunflower kernel from OLC from late 2011 through to the date of acquisition. Since the acquisition date, the results of operations of OLC have been included in Global Sourcing and Supply.

 

This transaction has been accounted for as a business combination under the acquisition method of accounting. The following table summarizes the fair values of the assets acquired and liabilities assumed, as well as the total consideration transferred to effect the acquisition of OLC as of the acquisition date.

       $
Cash and cash equivalents    70
Accounts receivables    378
Inventories    55
Other current assets    21
Property, plant and equipment    4,067
Accounts payable and accrued liabilities    (228)
Long-term debt(1)    (465)
Total cash consideration    3,898

(1)       Subsequent to the acquisition date, the Company fully repaid OLC's existing bank loans.

 

The revenue and earnings of OLC from the date of acquisition to December 28, 2013 were not material to the Company's consolidated results of operations. In addition, assuming the acquisition had occurred as of January 1, 2012, the results of operations of OLC would not have had a material pro forma effect on the Company's revenues, earnings and earnings per share for the year ended December 29, 2012

 

Acquisitions in Fiscal 2012

WGI Heavy Metals, Incorporated

 

On August 29, 2012, Opta Minerals paid $14,098 in cash to acquire approximately 94% of the outstanding common shares of WGI Heavy Metals, Incorporated (“WGI”), pursuant to an offer by Opta Minerals to acquire all of the outstanding common shares of WGI for Cdn $0.60 cash per share. The fair value of the remaining outstanding common shares of WGI amounted to $870 based on the terms of the offer. The fair value of the remaining outstanding common shares was included in accrued liabilities at the acquisition date, as Opta Minerals had commenced a compulsory acquisition of the outstanding common shares of WGI not tendered to the offer. The compulsory acquisition was completed on November 8, 2012, following which Opta Minerals owned 100% of WGI. WGI's principal business is the processing and sale of industrial abrasive minerals, and the sourcing, assembly and sale of ultra-high pressure water jet cutting machine replacement parts and components. This acquisition complements Opta Minerals' existing product portfolio and expands product line offerings to new and existing customers.

 

The acquisition of WGI has been accounted for as a business combination under the acquisition method of accounting. The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date.

 

(1)       Reflects the provisional amounts previously reported by the Company as at December 29, 2012.

(2)       Adjustments reflect additional information obtained in connection with the valuation of liabilities assumed as of the acquisition date. These adjustments were not considered material to the Company's previously reported consolidated financial statements.

(3)       Includes trade accounts receivable with a fair value of $4,365. The gross contractual amount of trade accounts receivable was $5,097, of which $732 was expected to be uncollectible.

(4)       Goodwill is calculated as the difference between the acquisition-date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. None of the goodwill is expected to be deductible for tax purposes. The goodwill recorded represents (i) synergies and economies of scale expected to result from combining the operations of Opta Minerals and WGI, (ii) the value of the going-concern element of WGI's existing business (that is, the higher rate of return on the assembled net assets versus if Opta Minerals had acquired all of the net assets separately), and (iii) the value of WGI's assembled workforce that does not qualify for separate recognition as an intangible asset.

 

The acquired assets, assumed liabilities and results of operations of WGI have been included in the Opta Minerals operating segment since the date of acquisition.

 

Babco Industrial Corp.

 

On February 10, 2012, Opta Minerals acquired all of the outstanding common shares of Babco Industrial Corp. (“Babco”), located in Regina, Saskatchewan. Babco is an industrial processor of petroleum coke. This acquisition complements Opta Minerals' existing product portfolio and provides for additional product line offerings to new and existing customers in the region.

 

This transaction has been accounted for as a business combination under the acquisition method of accounting. The following table summarizes the fair values of the assets acquired and liabilities assumed, as well as the consideration transferred to effect the acquisition of Babco as of the acquisition date.

 

(1)       The fair value of accounts receivable acquired is equal to the gross contractual amount receivable.       

(2)       Goodwill is calculated as the difference between the acquisition-date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. None of the goodwill is expected to be deductible for tax purposes. The goodwill recorded represents (i) synergies and economies of scale expected to result from combining the operations of Opta Minerals and Babco, (ii) the value of the going-concern element of Babco's existing business (that is, the higher rate of return on the assembled net assets versus if Opta Minerals had acquired all of the net assets separately), and (iii) the value of Babco's assembled workforce that does not qualify for separate recognition as an intangible asset.

(3)       Intangible assets consist of acquired customer relationships, which are being amortized over their estimated useful lives of approximately 15 years.

(4)       In conjunction with the acquisition, Opta Minerals fully repaid Babco's existing banking facilities.

(5)       Represents the fair value of contingent consideration payments of up to approximately $1,300 if Babco achieves certain earnings before interest, taxes, depreciation and amortization (“EBITDA”) targets over the next five years. The fair value of the contingent consideration was measured at the acquisition date using a discounted cash flow analysis based on level 3 inputs, which included a forecasted EBITDA growth rate of 2.5% and a risk-adjusted discount rate of 18.0%.

In addition to the recognition of the fair values of the assets acquired and liabilities assumed at the acquisition date, Opta Minerals determined that in connection with its subsequent amalgamation with Babco, it was more likely than not that the combined company would be able to realize a portion of Opta Minerals' pre-existing non-capital loss carryforwards. As a result, Opta Minerals released $990 of a valuation allowance against its deferred tax assets, resulting in a corresponding deferred tax benefit (before non-controlling interest) recognized in the provision for income taxes for the year ended December 29, 2012.

The acquired assets (including goodwill), assumed liabilities and results of operations of Babco have been included in the Opta Minerals operating segment since the date of acquisition.

Acquisitions in Fiscal 2011

 

Inland RC, LLC

 

On November 10, 2011, Opta Minerals acquired the outstanding members' interest of Inland RC, LLC (“Inland”), a manufacturer of pre-cast refractory shapes, injection lances, stirring lances and electric furnace deltas. Inland's results of operations have been included in the Opta Minerals operating segment since the date of acquisition.

Lorton's Fresh Squeezed Juices, Inc.

On August 5, 2011, the Company acquired the assets and business of Lorton's Fresh Squeezed Juices, Inc. (“Lorton's”), an integrated producer of a variety of citrus-based products in both industrial and packaged formats. Lorton's results of operations have been included in Consumer Products since the date of acquisition.

The following table summarizes the fair values of the assets acquired and liabilities assumed, as well as the consideration transferred to effect the acquisitions of Inland and Lorton's, as of the respective acquisition dates.

       InlandLorton's
       $$
Net assets acquired:    
 Current assets   470 1,672
 Property, plant and equipment   508 1,221
 Goodwill(1)   410 572
 Intangible assets(2)   249 469
 Current liabilities   (635) (923)
        1,002 3,011
         
Consideration:    
 Cash consideration   658 2,500
 Contingent consideration   344 511
        1,002 3,011

(1)       The goodwill recognized is attributable primarily to expected synergies and assembled workforces of Inland and Lorton's.

(2)       Intangible assets consist of acquired customer relationships of Inland and Lorton's, which are being amortized over their estimated useful lives of approximately 15 years and seven years, respectively.
      Provisional(1)Final(2)
      $$
Cash and cash equivalents  2,454 2,454
Accounts and other receivables(3)  4,922 4,922
Inventories  7,329 7,329
Other current assets  111 111
Property, plant and equipment  5,386 5,386
Goodwill(4)  217 623
Deferred income tax  383 383
Accounts payable and accrued liabilities  (5,056) (5,462)
Bank indebtedness and long-term debt  (551) (551)
Other long-term liabilities  (227) (227)
Total consideration  14,968 14,968

        $
Net assets acquired:     
 Accounts receivable(1)    467
 Inventories    372
 Other current assets    20
 Property, plant and equipment    4,909
 Goodwill(2)    7,675
 Intangible assets(3)    9,347
 Accounts payable and accrued liabilities    (692)
 Deferred income taxes    (2,808)
 Long-term debt(4)    (1,145)
         18,145
         
Consideration:     
 Cash consideration    17,530
 Contingent consideration(5)    615
         18,145