XML 47 R36.htm IDEA: XBRL DOCUMENT v3.3.0.814
Business Acquisition (Citrusource, LLC - Contingent Consideration Transferred) (Details) - USD ($)
$ in Thousands
2 Months Ended 3 Months Ended 7 Months Ended 9 Months Ended
Mar. 02, 2015
Oct. 03, 2015
Oct. 04, 2014
Aug. 11, 2015
Oct. 03, 2015
Oct. 04, 2014
Business Acquisition, Purchase Price Allocation, Assets Acquired (Liabilities Assumed), Net [Abstract]            
Business Combination Preliminary Working Capital Adjustment   $ 237 $ 0   $ 502 $ 0
Business Combination Settlement of pre-existing relationship   $ 0 $ 0   $ (749) $ 0
Citrusource, LLC [Member]            
Business Acquisition [Line Items]            
Business Acquisition, Effective Date of Acquisition Mar. 02, 2015          
Business Acquisition, Percentage of Voting Interests Acquired 100.00%          
Business Acquisition, Name of Acquired Entity         Citrusource, LLC  
Business Acquisition, Purchase Price Allocation, Assets Acquired (Liabilities Assumed), Net [Abstract]            
Cash [1] $ 13,300          
Business Combination Preliminary Working Capital Adjustment [2] (265)          
Business Combination Settlement of pre-existing relationship [3] 749          
Contingent Consideration [4] 20,000          
Total Consideration Transferred $ 33,784          
Niagara Natural Fruit Snack Company Inc. [Member]            
Business Acquisition [Line Items]            
Business Acquisition, Effective Date of Acquisition       Aug. 11, 2015    
Business Acquisition, Name of Acquired Entity         Niagara Natural Fruit Snack Company Inc.  
Business Acquisition, Purchase Price Allocation, Assets Acquired (Liabilities Assumed), Net [Abstract]            
Cash       $ 6,475    
Business Combination Preliminary Working Capital Adjustment       237    
Contingent Consideration [5]       2,330    
Total Consideration Transferred       $ 9,042    
[1] Represents upfront cash consideration paid as at the acquisition date.
[2] The preliminary working capital adjustment is subject to change to the extent that the final determination of net working capital as at the acquisition date exceeds or is below a pre-determined target level.
[3] Prior to the date of acquisition, the Company had a pre-existing relationship to supply Citrusource with organic citrus raw materials. As at the acquis ition date, the Company had accounts receivable owing from Citrusource of $749 related to product delivered prior to the acquisition date. No gain or loss was recognized by the Company on the effective settlement of this accounts receivable as at the acqu isition date.
[4] The contingent consideration arrangement with the former unitholders of Citrusource comprises two components: ( i ) deferred consideration calculated based on a seven-times multiple of the incremental growth in Citrusource’s earnings befor e interest, taxes, depreciation and amortization (“EBITDA”) in fiscal year 2015 versus EBITDA for fiscal year 2014; and (ii) an earn-out calculated based on 25% of the incremental growth in the sum of Citrusource’s EBITDA and the EBITDA of the Company’s Sa n Bernardino, California, juice production facility (the “Combined EBITDA”) in each of fiscal years 2016, 2017 and 2018 versus the Combined EBITDA for fiscal year 2015. The Company estimates that the gross contingent consideration may be in the range of $ 17,000 to $23,000 in the aggregate, with no upper limit to the amount of each of the components. The fair value measurement of the contingent consideration arrangement was determined to be approximately $20,000 as at the acquisition date, based on a proba bility-weighted present value analysis, of which approximately $17,000 is related to the deferred consideration and approximately $3,000 is related to the earn-out. Of the total contingent consideration obligation, $4,500 is included in current portion of long-term liabilities and $15,500 is included in long-term liabilities on the consolidated balance sheet. The fair value of the contingent consideration arrangement is based on significant level 3 unobservable inputs, including the following factors: ( i ) estimated range of EBITDA values in each of the earn-out periods; and (ii) the probability-weighting applied to each of the EBITDA values within the estimated range for each earn-out period. The resultant probability-weighted EBITDA values for each earn- out period were discounted at a credit risk-adjusted discount rate of approximately 3.5%. The fair value of the contingent consideration arrangement is provisional and subject to change pending the final validation of the inputs and assumptions used in th e valuation analysis.
[5] The Company may pay the owners of Niagara Natural an additional amount of up to approximately $2,800 over a period of two years subject to adjustment based on certain performance targets. The fair value of the contingent consideration was determined to be $2,330 as of the acquisition date.