XML 23 R11.htm IDEA: XBRL DOCUMENT v3.19.1
Acquisition
3 Months Ended
Mar. 29, 2019
Business Combinations [Abstract]  
Acquisition
Acquisition

On February 26, 2018, we completed the acquisition of 100% of the voting interests of Mann Packing. The results of Mann Packing's operations have been included in our consolidated financial statements since that date.

We purchased all of Mann Packing's outstanding capital stock for an aggregate consideration of $357.2 million funded by a $229.7 million three-day promissory note and $127.5 million in cash. The three-day promissory note was settled with cash on hand and borrowings under our Credit Facility.

We acquired net assets of $357.2 million, including a put option exercisable by the 25% noncontrolling interest shareholder of one of the acquired subsidiaries. The fair value of the redeemable noncontrolling interest at the acquisition date was $47.4 million. The fair value of the definite-lived intangible assets including customer lists, trade names and trademarks at the acquisition date were $139.8 million. The $162.0 million allocated to goodwill on our Consolidated Balance Sheets represents the excess of the purchase price over the values of assets acquired and liabilities assumed. The goodwill is expected to be mostly deductible for tax purposes.

We disclosed the acquisition of Mann Packing in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 28, 2018.
 









4.  Acquisition (continued)

Our consolidated results include the following financial information of Mann Packing for the partial period from February 27, 2018 to March 30, 2018:

 
 
Period from February 27, 2018 to March 30, 2018
Net sales
 
$
51.3

Net income attributable to
Fresh Del Monte Produce, Inc.
 
$
0.9



The following unaudited pro forma combined financial information presents our results including Mann Packing as if the business combination had occurred at the beginning of fiscal year 2018:

 
Quarter ended
 
 
March 29,
2019
 
March 30,
2018
 
Net sales
$
1,154.2

 
$
1,185.3

 
Net income attributable to
Fresh Del Monte Produce, Inc.
$
36.1


$
43.5

(1) 

(1)Unaudited pro forma results for the quarter ended March 30, 2018 were positively adjusted by $9.4 million, consisting of $11.3 million of nonrecurring transaction related compensation benefits, advisory, legal, accounting, valuation and other professional fees, partially offset by $1.9 million of interest expense as a result of increased borrowings under our Credit Facility.