XML 52 R7.htm IDEA: XBRL DOCUMENT
v2.4.0.6

Acquisitions and Purchase Accounting | 9 Months Ended
--- | ---
Sep. 29, 2012
Notes To Financial Statements [Abstract] |
Acquisitions and Purchase Accounting | Acquisitions and Purchase Accounting The company operates in a highly fragmented industry and has completed numerous acquisitions over the past several years as a component of its growth strategy. The company has acquired industry leading brands and technologies to position itself as a leader in the commercial foodservice equipment and food processing equipment industries. The company has accounted for all business combinations using the acquisition method to record a new cost basis for the assets acquired and liabilities assumed. The difference between the purchase price and the fair value of the assets acquired and liabilities assumed has been recorded as goodwill in the financial statements. The results of operations are reflected in the consolidated financial statements of the company from the date of acquisition. Beech On April 12, 2011, the company completed its acquisition of all of the capital stock of J.W. Beech Pty. Ltd., together with its subsidiary, Beech Ovens Pty. Ltd. (collectively “Beech”), a leading manufacturer of stone hearth ovens for the commercial foodservice industry for a purchase price of approximately $13.0 million, net of cash acquired. During the first quarter of 2012, the company finalized the working capital provision provided for by the purchase agreement resulting in no additional payments. The final allocation of cash paid for the Beech acquisition is summarized as follows (in thousands):
| (as initially reported) Apr 12, 2011 |  | Measurement Period Adjustments |  | (as adjusted) Apr 12, 2011
Cash | $ | 525 |  |  | $ | — |  |  | $ | 525 |
Current assets | 1,145 |  |  | (299 | ) |  | 846 |
Property, plant and equipment | 57 |  |  | — |  |  | 57 |
Goodwill | 11,433 |  |  | (192 | ) |  | 11,241 |
Other intangibles | 2,317 |  |  | (294 | ) |  | 2,023 |
Current liabilities | (1,100 | ) |  | (41 | ) |  | (1,141 | )
Other non-current liabilities | (893 | ) |  | 826 |  |  | (67 | )
Net assets acquired and liabilities assumed | $ | 13,484 |  |  | $ | — |  |  | $ | 13,484 |
The goodwill and $1.9 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350 "Intangibles - Goodwill and Other." Other intangibles also includes $0.1 million allocated to backlog which was amortized over a period of 3 months. Goodwill and other intangibles of Beech are allocated to the Commercial Foodservice Equipment Group for segment reporting purposes. These assets are expected to be deductible for tax purposes. Lincat Group On May 27, 2011, the company completed its acquisition of Lincat Group PLC (“Lincat”), a leading manufacturer of ranges, ovens, and counterline equipment for the commercial foodservice industry for a purchase price of approximately $82.1 million, net of cash acquired. The final allocation of cash paid for the Lincat acquisition is summarized as follows (in thousands):
| (as initially reported) May 27, 2011 |  | Measurement Period Adjustments |  | (as adjusted) May 27, 2011
Cash | $ | 12,392 |  |  | $ | — |  |  | $ | 12,392 |
Current assets | 16,992 |  |  | (29 | ) |  | 16,963 |
Property, plant and equipment | 14,368 |  |  | — |  |  | 14,368 |
Goodwill | 45,765 |  |  | (7,274 | ) |  | 38,491 |
Other intangibles | 31,343 |  |  | 1,976 |  |  | 33,319 |
Current liabilities | (10,924 | ) |  | 1,174 |  |  | (9,750 | )
Long-term deferred tax liability | (13,803 | ) |  | 4,153 |  |  | (9,650 | )
Other non-current liabilities | (1,611 | ) |  | — |  |  | (1,611 | )
Net assets acquired and liabilities assumed | $ | 94,522 |  |  | $ | — |  |  | $ | 94,522 |
The goodwill and $15.2 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also includes $17.6 million allocated to customer relationships and $0.5 million allocated to backlog, which are being amortized over periods of 5 years and 3 months, respectively. Goodwill and other intangibles of Lincat are allocated to the Commercial Foodservice Equipment Group for segment reporting purposes. These assets are not expected to be deductible for tax purposes. Danfotech On July 5, 2011, the company completed its acquisition of all of the capital stock of Danfotech Inc. (“Danfotech”), a manufacturer of meat presses and defrosting equipment for the food processing industry for a purchase price of approximately $6.1 million, net of cash acquired. The purchase price is subject to adjustment based upon a working capital provision within the purchase agreements. Pursuant to terms of the purchase agreement, in December 2011 the company purchased additional assets from the sellers of Danfotech for approximately $0.7 million. An additional contingent payment is also payable upon the achievement of certain sales targets. During the first quarter of 2012, the company finalized the working capital provision provided for by the purchase agreement resulting in a refund from the seller in the amount of $0.4 million. The final allocation of cash paid for the Danfotech acquisition is summarized as follows (in thousands):
| (as initially reported) July 5, 2011 |  | Measurement Period Adjustments |  | (as adjusted) July 5, 2011
Cash | $ | 165 |  |  | $ | — |  |  | $ | 165 |
Deferred tax asset | — |  |  | 235 |  |  | 235 |
Current assets | 1,073 |  |  | (370 | ) |  | 703 |
Property, plant and equipment | 102 |  |  | (55 | ) |  | 47 |
Goodwill | 3,423 |  |  | 2,255 |  |  | 5,678 |
Other intangibles | 1,864 |  |  | (778 | ) |  | 1,086 |
Other assets | 4 |  |  | — |  |  | 4 |
Current liabilities | (309 | ) |  | (807 | ) |  | (1,116 | )
Long-term deferred tax liability | (46 | ) |  | (91 | ) |  | (137 | )
Other non-current liabilities | — |  |  | (750 | ) |  | (750 | )
Consideration paid at closing | $ | 6,276 |  |  | $ | (361 | ) |  | $ | 5,915 |
Additional assets acquired post closing | — |  |  | 730 |  |  | 730 |
Contingent consideration | 1,500 |  |  | — |  |  | 1,500 |
Net assets acquired and liabilities assumed | $ | 7,776 |  |  | $ | 369 |  |  | $ | 8,145 |
The long term deferred tax liabilities amounted to $0.1 million. This net liability represents less than $0.1 million arising from the difference between the book and tax basis of tangible assets and $0.1 million related to the difference between the book and tax basis of identifiable intangible assets. The goodwill and $0.6 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also includes $0.4 million allocated to customer relationships, $0.1 million allocated to developed technology and less than $0.1 million allocated to backlog, which are being amortized over periods of 4 years, 3 years and 3 months, respectively. Goodwill and other intangibles of Danfotech are allocated to the Food Processing Equipment Group for segment reporting purposes. These assets are not expected to be deductible for tax purposes. Maurer On July 22, 2011, the company completed its acquisition of substantially all of the assets of Maurer-Atmos GmbH (“Maurer”), a manufacturer of batch ovens and thermal processing systems for the food processing industry for a purchase price of approximately $3.3 million. In the fourth quarter of 2011, pursuant to terms of the purchase agreement, the purchase price was adjusted to reflect the final valuation of acquired inventories, resulting in a net reduction of approximately $0.6 million. The final allocation of cash paid for the Maurer acquisition is summarized as follows (in thousands):
| (as initially reported) July 22, 2011 |  | Measurement Period Adjustments |  | (as adjusted) July 22, 2011
Current assets | $ | 1,673 |  |  | $ | (668 | ) |  | $ | 1,005 |
Property, plant and equipment | 628 |  |  | — |  |  | 628 |
Goodwill | 870 |  |  | 350 |  |  | 1,220 |
Other intangibles | 922 |  |  | — |  |  | 922 |
Current liabilities | (246 | ) |  | (264 | ) |  | (510 | )
Net assets acquired and liabilities assumed | $ | 3,847 |  |  | $ | (582 | ) |  | $ | 3,265 |
The goodwill and $0.6 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also includes $0.3 million allocated to customer relationships and less than $0.1 million allocated to developed technology, which are being amortized over periods of 4 years and 3 years, respectively. Goodwill and other intangibles of Maurer are allocated to the Food Processing Equipment Group for segment reporting purposes. These assets are expected to be deductible for tax purposes. Auto-Bake On August 1, 2011, the company completed its acquisition of all of the capital stock of Auto-Bake Proprietary Limited (“Auto-Bake”), a manufacturer of automated baking ovens for the food processing industry for a purchase price of approximately $22.5 million, net of cash acquired. During the fourth quarter of 2011, the company finalized the working capital provision provided for by the purchase agreement resulting in no additional adjustment to the purchase price. The final allocation of cash paid for the Auto-bake acquisition is summarized as follows (in thousands):
| (as initially reported) Aug 1, 2011 |  | Measurement Period Adjustments |  | (as adjusted) Aug 1, 2011
Cash | $ | 110 |  |  | $ | — |  |  | $ | 110 |
Current assets | 3,209 |  |  | 47 |  |  | 3,256 |
Property, plant and equipment | 477 |  |  | — |  |  | 477 |
Goodwill | 16,259 |  |  | 1,865 |  |  | 18,124 |
Other intangibles | 6,784 |  |  | (2,726 | ) |  | 4,058 |
Other assets | 336 |  |  | (11 | ) |  | 325 |
Current liabilities | (2,506 | ) |  | 8 |  |  | (2,498 | )
Long-term deferred tax liability | (2,035 | ) |  | 817 |  |  | (1,218 | )
Net assets acquired and liabilities assumed | $ | 22,634 |  |  | $ | — |  |  | $ | 22,634 |
The goodwill and $2.0 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also includes $1.9 million allocated to customer relationships and $0.2 million allocated to backlog, which are being amortized over periods of 5 years and 3 months, respectively. Goodwill and other intangibles of Auto-Bake are allocated to the Food Processing Equipment Group for segment reporting purposes. These assets are not expected to be deductible for tax purposes. Drake On December 2, 2011, the company completed its acquisition of all of the capital stock of the F.R. Drake Company (“Drake”), a manufacturer of automated loading systems for the food processing industry for a purchase price of approximately $21.7 million, net of cash acquired. During the second quarter of 2012, the company finalized the working capital provision provided for by the purchase agreement resulting in an additional payment to the seller of $0.4 million. The following estimated fair values of assets acquired and liabilities assumed are provisional and are based on the information that was available as of the acquisition date to estimate the fair value of assets acquired and liabilities assumed (in thousands):
| (as initially reported) Dec 2, 2011 |  | Measurement Period Adjustments |  | (as adjusted) Dec 2, 2011
Cash | $ | 427 |  |  | $ | — |  |  | $ | 427 |
Deferred tax asset | 390 |  |  | — |  |  | 390 |
Current assets | 4,245 |  |  | — |  |  | 4,245 |
Property, plant and equipment | 1,773 |  |  | — |  |  | 1,773 |
Goodwill | 15,237 |  |  | 403 |  |  | 15,640 |
Other intangibles | 5,810 |  |  | — |  |  | 5,810 |
Other assets | 9 |  |  | — |  |  | 9 |
Current liabilities | (3,334 | ) |  | — |  |  | (3,334 | )
Long-term deferred tax liability | (2,395 | ) |  | — |  |  | (2,395 | )
Net assets acquired and liabilities assumed | $ | 22,162 |  |  | $ | 403 |  |  | $ | 22,565 |
The current deferred tax asset and long term deferred tax liability amounted to $0.4 million and $2.4 million, respectively. The current deferred tax asset represents $0.4 million of assets arising from the difference between the book and tax basis of tangible asset and liability accounts. The net long term deferred tax liability is comprised of $0.1 million arising from the difference between the book and tax basis of tangible assets and liability accounts and $(2.5) million related to the difference between the book and tax basis of identifiable intangible assets. The goodwill and $3.2 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also includes $2.5 million allocated to customer relationships and $0.1 million allocated to backlog, which are being amortized over periods of 5 years and 1 month, respectively. Goodwill and other intangibles of Drake are allocated to the Food Processing Equipment Group for segment reporting purposes. These assets are not expected to be deductible for tax purposes. The company believes that information gathered to date provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed but the company is waiting for additional information necessary to finalize those fair values. Thus, the provisional measurements of fair value set forth above are subject to change. The company expects to complete the purchase price allocation as soon as practicable but no later than one year from the acquisition date. Armor Inox On December 21, 2011, the company completed its acquisition of all of the capital stock of Armor Inox, S.A., together with its subsidiaries Armor Inox Production S.a.r.l and Armor Inox UK Ltd (collectively “Armor Inox”), a manufacturer of thermal processing systems for the food processing industry for a purchase price of approximately $28.7 million, net of cash acquired. The following estimated fair values of assets acquired and liabilities assumed are provisional and are based on the information that was available as of the acquisition date to estimate the fair value of assets acquired and liabilities assumed (in thousands):
| (as initially reported) Dec 21, 2011 |  | Measurement Period Adjustments |  | (as adjusted) Dec 21, 2011
Cash | $ | 18,201 |  |  | $ | — |  |  | $ | 18,201 |
Current assets | 14,612 |  |  | (875 | ) |  | 13,737 |
Property, plant and equipment | 941 |  |  | 489 |  |  | 1,430 |
Goodwill | 23,789 |  |  | 386 |  |  | 24,175 |
Other intangibles | 12,155 |  |  | — |  |  | 12,155 |
Other assets | 25 |  |  | — |  |  | 25 |
Current liabilities | (18,440 | ) |  | — |  |  | (18,440 | )
Long-term deferred tax liability | (3,975 | ) |  | — |  |  | (3,975 | )
Other non-current liabilities | (450 | ) |  | — |  |  | (450 | )
Net assets acquired and liabilities assumed | $ | 46,858 |  |  | $ | — |  |  | $ | 46,858 |
The goodwill and $3.9 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also includes $1.3 million allocated to customer relationships, $1.8 million allocated to developed technology and $5.2 million allocated to backlog, which are being amortized over periods of 5 years, 6 years and 2 years, respectively. Goodwill and other intangibles of Armor Inox are allocated to the Food Processing Equipment Group for segment reporting purposes. These assets are not expected to be deductible for tax purposes. The company believes that information gathered to date provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed but the company is waiting for additional information necessary to finalize those fair values. Thus, the provisional measurements of fair value set forth above are subject to change. The company expects to complete the purchase price allocation as soon as practicable but no later than one year from the acquisition date. Baker On March 14, 2012, the company completed its acquisition of certain assets of Turkington USA, LLC (now known as "Baker"), a manufacturer of automated baking ovens for the food processing industry, for a purchase price of approximately $10.3 million. The following estimated fair values of assets acquired and liabilities assumed are provisional and are based on the information that was available as of the acquisition date to estimate the fair value of assets acquired and liabilities assumed (in thousands):
| (as initially reported) Mar 14, 2012 |  | Measurement Period Adjustments |  | (as adjusted) Mar 14, 2012
Current assets | $ | 4,617 |  |  | $ | (736 | ) |  | $ | 3,881 |
Property, plant and equipment | 221 |  |  | — |  |  | 221 |
Goodwill | 5,797 |  |  | (14 | ) |  | 5,783 |
Other intangibles | — |  |  | 750 |  |  | 750 |
Current liabilities | (385 | ) |  | — |  |  | (385 | )
Net assets acquired and liabilities assumed | $ | 10,250 |  |  | $ | — |  |  | $ | 10,250 |
The goodwill is subject to the non-amortization provisions of ASC 350. Other intangibles includes $0.8 million allocated to customer relationships, which are being amortized over 5 years. Goodwill of Baker is allocated to the Food Processing Equipment Group for segment reporting purposes. These assets are expected to be deductible for tax purposes. The company believes that information gathered to date provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed but the company is waiting for additional information necessary to finalize those fair values. Thus, the provisional measurements of fair value set forth above are subject to change. The company expects to complete the purchase price allocation as soon as practicable but no later than one year from the acquisition date. Stewart On September 5, 2012, the company completed its acquisition of certain assets of Stewart Systems Global, LLC ("Stewart"), a manufacturer of automated proofing and oven baking systems for the food processing industry, for a purchase price of approximately $28.0 million. An additional payment is also payable upon the achievement of certain financial targets. The purchase price is subject to adjustment based upon a working capital provision within the purchase agreement. The company expects to finalize this in the fourth quarter of 2012. The following estimated fair values of assets acquired and liabilities assumed are provisional and are based on the information that was available as of the acquisition date to estimate the fair value of assets acquired and liabilities assumed (in thousands):
| (as initially reported) Sep 5, 2012
Current assets | $ | 11,839 |
Property, plant and equipment | 653 |
Goodwill | 17,886 |
Other intangibles | 6,850 |
Current liabilities | (5,228 | )
Other non-current liabilities | (4,000 | )
Consideration paid at closing | $ | 28,000 |
Contingent consideration | 4,000 |
Net assets acquired and liabilities assumed | $ | 32,000 |
The goodwill and $3.5 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also includes $2.0 million allocated to customer relationships, $0.4 million allocated to developed technology and $1.0 million allocated to backlog, which are being amortized over periods of 5 years, 5 years and 3 months, respectively. Goodwill and other intangibles of Stewart are allocated to the Food Processing Equipment Group for segment reporting purposes. These assets are expected to be deductible for tax purposes. The company believes that information gathered to date provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed but the company is waiting for additional information necessary to finalize those fair values. Thus, the provisional measurements of fair value set forth above are subject to change. The company expects to complete the purchase price allocation as soon as practicable but no later than one year from the acquisition date. The Stewart purchase agreement includes an earnout provision providing for a contingent payment due the sellers to the extent certain financial targets are exceeded. This earnout is payable within the first quarters of 2014 and 2015, respectively, if Stewart exceeds certain sales and earnings targets for fiscal 2013 and 2014. The contractual obligation associated with the contingent earnout provision recognized on the acquisition date is $4.0 million.

X
- Details
Name: | midd_NotesToFinancialStatementsAbstract
Namespace Prefix: | midd_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- 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://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 141 -Paragraph 51, 52 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=6909870&loc=d3e1500-128463 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6911361&loc=d3e7000-128479 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6911361&loc=d3e6927-128479 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6911361&loc=d3e7008-128479 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6909870&loc=d3e1490-128463 Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6911361&loc=d3e6996-128479 Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4922-128472 Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4934-128472 Reference 10: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 141R -Appendix F -Paragraph F4 -Subparagraph e Reference 11: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4926-128472 Reference 12: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6909870&loc=d3e1383-128463 Reference 13: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6909870&loc=d3e1392-128463 Reference 14: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6909870&loc=d3e1497-128463 Reference 15: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 141R -Paragraph 67-73 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 16: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 7 -URI http://asc.fasb.org/extlink&oid=6909870&loc=d3e1524-128463 Reference 17: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Emerging Issues Task Force (EITF) -Number 88-16 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 18: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6909870&loc=d3e1486-128463 Reference 19: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4845-128472 + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration