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Acquisitions and Purchase Accounting | 12 Months Ended
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Dec. 28, 2013
Business Combinations [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, food processing equipment and residential kitchen 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 dates 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. Other intangibles also includes $0.1 million allocated to backlog which is to be 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 to be 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) Jul 5, 2011 |  | Measurement Period Adjustments |  | (as adjusted) Jul 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 to be 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) Jul 22, 2011 |  | Measurement Period Adjustments |  | (as adjusted) Jul 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 | ) |  | (265 | ) |  | (511 | )
Net assets acquired and liabilities assumed | $ | 3,847 |  |  | $ | (583 | ) |  | $ | 3,264 |
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 to be 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 to be 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 final allocation of cash paid for the Drake acquisition is summarized as follows (in thousands):
| (as initially reported) Dec 2, 2011 |  | Measurement Period Adjustments |  | (as adjusted) Dec 2, 2011
Cash | $ | 427 |  |  | $ | — |  |  | $ | 427 |
Deferred tax asset | 390 |  |  | 56 |  |  | 446 |
Current assets | 4,245 |  |  | (213 | ) |  | 4,032 |
Property, plant and equipment | 1,773 |  |  | — |  |  | 1,773 |
Goodwill | 15,237 |  |  | 474 |  |  | 15,711 |
Other intangibles | 5,810 |  |  | — |  |  | 5,810 |
Other assets | 9 |  |  | — |  |  | 9 |
Current liabilities | (3,334 | ) |  | 54 |  |  | (3,280 | )
Long-term deferred tax liability | (2,395 | ) |  | 32 |  |  | (2,363 | )
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 $2.3 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 to be 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. Armor Inox On December 21, 2011, the company completed its acquisition of all of the capital stock ofArmor 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 final allocation of cash paid for the Armor Inox acquisition is summarized as follows (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 |  |  | (958 | ) |  | 13,654 |
Property, plant and equipment | 941 |  |  | 630 |  |  | 1,571 |
Goodwill | 23,789 |  |  | 2,346 |  |  | 26,135 |
Other intangibles | 12,155 |  |  | (2,735 | ) |  | 9,420 |
Other assets | 25 |  |  | — |  |  | 25 |
Current liabilities | (18,440 | ) |  | (186 | ) |  | (18,626 | )
Long-term deferred tax liability | (3,975 | ) |  | 903 |  |  | (3,072 | )
Other non-current liabilities | (450 | ) |  | — |  |  | (450 | )
Net assets acquired and liabilities assumed | $ | 46,858 |  |  | $ | — |  |  | $ | 46,858 |
The goodwill and $3.4 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also includes $1.1 million allocated to customer relationships, $1.1 million allocated to developed technology and $3.8 million allocated to backlog, which are to be amortized over periods of 6 years, 7 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. Baker On March 14, 2012, the company completed its acquisition of certain assets of Turkington USA, LLC (now known as Baker Thermal Solutions "Baker"), a manufacturer of automated baking ovens for the food processing industry, for a purchase price of approximately $10.3 million. The final allocation of cash paid for the Baker acquisition is summarized as follows (in thousands):
| (as initially reported) Mar 14, 2012 |  | Measurement Period Adjustments |  | (as adjusted) Mar 14, 2012
Current assets | $ | 4,617 |  |  | $ | (2,236 | ) |  | $ | 2,381 |
Property, plant and equipment | 221 |  |  | — |  |  | 221 |
Goodwill | 5,797 |  |  | 1,481 |  |  | 7,278 |
Other intangibles | — |  |  | 750 |  |  | 750 |
Current liabilities | (385 | ) |  | 5 |  |  | (380 | )
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. 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 $27.8 million. An additional payment is also payable upon the achievement of certain financial targets. During the second quarter of 2013, the company finalized the working capital provision provided by the purchase agreement resulting in a refund from the seller of $1.3 million. Subsequent to the acquisition of Stewart, the company purchased intangible assets from a third party company previously associated with Stewart. These assets consist of the trade name, Spooner Vicars, and have been allocated to Stewart. The final allocation of cash paid for the Stewart acquisition is summarized as follows (in thousands)
| (as initially reported) Sep 5, 2012 |  | Measurement Period Adjustments |  | (as adjusted) Sep 5, 2012
Cash | $ | — |  |  | $ | 244 |  |  | $ | 244 |
Current assets | 11,839 |  |  | (1,922 | ) |  | 9,917 |
Property, plant and equipment | 653 |  |  | 583 |  |  | 1,236 |
Goodwill | 17,886 |  |  | (2,140 | ) |  | 15,746 |
Other intangibles | 6,850 |  |  | 4,030 |  |  | 10,880 |
Current liabilities | (5,228 | ) |  | (1,511 | ) |  | (6,739 | )
Other non-current liabilities | (4,000 | ) |  | (587 | ) |  | (4,587 | )
Consideration paid at closing | $ | 28,000 |  |  | $ | (1,303 | ) |  | $ | 26,697 |
Contingent consideration | 4,000 |  |  | 587 |  |  | 4,587 |
Net assets acquired and liabilities assumed | $ | 32,000 |  |  | $ | (716 | ) |  | $ | 31,284 |
The goodwill and $4.6 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also includes $5.9 million allocated to customer relationships and $0.4 million allocated to backlog, which are being amortized over periods of 5 years and 6 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 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 $4.6 million. Nieco On October 31, 2012, the company completed its acquisition of all of the capital stock of Nieco Corporation, ("Nieco"), a leading manufacturer of automated broilers for the commercial foodservice industry, for a purchase price of approximately $23.9 million, net of cash acquired. An additional payment is also payable upon the achievement of certain financial targets. During the second quarter of 2013, the company finalized the working capital provision provided by the purchase agreement resulting in no adjustment to the original purchase price. The final allocation of cash paid for the Nieco acquisition is summarized as follows (in thousands):
| (as initially reported) Oct 31, 2012 |  | Measurement Period Adjustments |  | (as adjusted) Oct 31, 2012
Cash | $ | 140 |  |  | $ | — |  |  | $ | 140 |
Current assets | 4,011 |  |  | — |  |  | 4,011 |
Property, plant and equipment | 268 |  |  | — |  |  | 268 |
Goodwill | 18,855 |  |  | (3,473 | ) |  | 15,382 |
Other intangibles | 5,620 |  |  | 4,060 |  |  | 9,680 |
Current liabilities | (1,836 | ) |  | — |  |  | (1,836 | )
Other non-current liabilities | (3,058 | ) |  | (587 | ) |  | (3,645 | )
Consideration paid at closing | $ | 24,000 |  |  | $ | — |  |  | $ | 24,000 |
Contingent consideration | 3,058 |  |  | 587 |  |  | 3,645 |
Net assets acquired and liabilities assumed | $ | 27,058 |  |  | $ | 587 |  |  | $ | 27,645 |
The goodwill and $3.1 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also includes $6.5 million allocated to customer relationships and $0.1 million allocated to backlog, which are being amortized over periods of 4 years and 3 months, respectively. Goodwill and other intangibles of Nieco are allocated to the Commercial Foodservice Equipment Group for segment reporting purposes. These assets are expected to be deductible for tax purposes. The Nieco 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 quarter of 2015, respectively, if Nieco 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 $3.6 million. Viking On December 31, 2012 (subsequent to the 2012 fiscal year end), the company completed its acquisition of all of the capital stock of Viking Range Corporation ("Viking"), a leading manufacturer of kitchen equipment for the residential market, for a purchase price of approximately $361.7 million, net of cash acquired. During the third quarter of 2013, the company finalized the working capital provision provided by the purchase agreement resulting in a return from the seller of $11.2 million. The final allocation of cash paid for the Viking acquisition is summarized as follows (in thousands):
| (as initially reported) Dec 31, 2012 |  | Measurement Period Adjustments |  | (as adjusted) Dec 31, 2012
Cash | $ | 6,900 |  |  | $ | (121 | ) |  | $ | 6,779 |
Current assets | 40,794 |  |  | (2,385 | ) |  | 38,409 |
Property, plant and equipment | 76,693 |  |  | (20,446 | ) |  | 56,247 |
Goodwill | 144,833 |  |  | (32,752 | ) |  | 112,081 |
Other intangibles | 152,500 |  |  | 44,500 |  |  | 197,000 |
Other assets | 12,604 |  |  | 865 |  |  | 13,469 |
Current liabilities | (52,202 | ) |  | (886 | ) |  | (53,088 | )
Other non-current liabilities | (2,386 | ) |  | (1 | ) |  | (2,387 | )
Net assets acquired and liabilities assumed | $ | 379,736 |  |  | $ | (11,226 | ) |  | $ | 368,510 |
The goodwill and $151.0 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also includes $44.0 million allocated to customer relationships and $2.0 million allocated to backlog which are being amortized over periods of 6 years and 3 months, respectively. Goodwill and other intangibles of Viking are allocated to the Residential Kitchen Equipment Group for segment reporting purposes. These assets are expected to be deductible for tax purposes. Certain acquired assets in other assets were classified as held for sale at the date of acquisition and were sold during the second quarter of 2013. Results of Operations The following unaudited results of operations for the twelve months ended December 28, 2013 and December 29, 2012, reflect the operations of Viking on a stand-alone basis (in thousands):
| Twelve Months Ended
| Dec 28, 2013 |  | Dec 29, 2012
Net sales | $ | 233,106 |  |  | $ | 205,398 |
Income (loss) from operations | $ | 11,084 |  |  | $ | (44,998 | )
Distributors Subsequent to the acquisition of Viking, the company, through Viking, purchased certain assets of four of Viking's former distributors ("Distributors"). The aggregate purchase price of these transactions as of June 29, 2013 was approximately $23.6 million. This included $8.7 million in forgiveness of liabilities owed to Viking resulting from pre-existing relationships with Viking. 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 dates to estimate the fair value of assets acquired and liabilities assumed (in thousands):
| (as initially reported) Jun 29, 2013 |  | Preliminary Measurement Period Adjustments |  | (as adjusted) Jun 29, 2013
Current assets | $ | 21,390 |  |  | $ | (1,972 | ) |  | $ | 19,418 |
Property, plant and equipment | 1,318 |  |  | — |  |  | 1,318 |
Goodwill | 1,709 |  |  | 1,972 |  |  | 3,681 |
Current liabilities | (804 | ) |  | — |  |  | (804 | )
Net assets acquired and liabilities assumed | $ | 23,613 |  |  | $ | — |  |  | $ | 23,613 |
Forgiveness of liabilities owed to Viking | (8,697 | ) |  | — |  |  | (8,697 | )
Consideration paid at closing | $ | 14,916 |  |  | $ | — |  |  | $ | 14,916 |
The goodwill is subject to the non-amortization provisions of ASC 350. Goodwill of these Distributor purchases is allocated to the Residential Kitchen 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 dates. Celfrost On October 15, 2013, the company completed its acquisition of substantially all of the assets of Celfrost Innovations Pvt. Ltd. ("Celfrost"), a preferred commercial foodservice equipment supplier in India with a broad line of cold side products such as professional refrigerators, coldrooms, ice machines and freezers marketed under the Celfrost brand for a purchase price of approximately $11.2 million. Celfrost is a leading supplier of equipment to many of the fast growing restaurant chains and hotel groups. Additional deferred payments totaling $1.1 million are also due to the seller in equal installments on the first, second and third anniversary of the acquisition. 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) Oct 15, 2013
Current assets | $ | 5,638 |
Property, plant and equipment | 182 |
Goodwill | 5,943 |
Other intangibles | 4,333 |
Other assets | 4 |
Current liabilities | (3,979 | )
Other non-current liabilities | (875 | )
Consideration paid at closing | $ | 11,246 |
Deferred payments | 1,067 |
Net assets acquired and liabilities assumed | $ | 12,313 |
The goodwill and $2.3 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 $0.1 million allocated to backlog which are being amortized over periods of 7 years and 3 months, respectively. Goodwill and other intangibles of Celfrost are allocated to the Commercial Foodservice 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. Wunder-Bar On December 17, 2013, the company completed its acquisition of all of the capital stock of Automatic Bar Controls, Inc. ("Wunder-Bar") a leading manufacturer of beverage dispensing systems for the commercial foodservice industry, for a purchase price of approximately $74.1 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 17, 2013
Cash | $ | 857 |
Deferred tax asset | 50 |
Current assets | 13,127 |
Property, plant and equipment | 1,735 |
Goodwill | 45,056 |
Other intangibles | 30,000 |
Current liabilities | (5,013 | )
Long-term tax liabilities | (10,811 | )
Other non-current liabilities | (1 | )
Net assets acquired and liabilities assumed | $ | 75,000 |
The net long term deferred tax liability is comprised of $11.1 million related book basis in excess of tax basis related to identifiable intangible assets net of $0.3 million arising from the difference between the book and tax basis of tangible assets and liability accounts. The goodwill and $12.5 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also includes $17.5 million allocated to customer relationships which is to be amortized over a period of 9 years. Goodwill and other intangibles of Wunder-Bar are allocated to the Commercial Foodservice Equipment Group for segment reporting purposes. These assets are not expected to be deductible for tax purposes. Pro forma financial information In accordance with ASC 805 “Business Combinations”, the following unaudited pro forma results of operations for the years ended December 28, 2013 and December 29, 2012, assumes the 2013 acquisitions of Viking, Celfrost and Wunder-Bar and the 2012 acquisitions of Baker, Stewart and Nieco were completed on January 1, 2012. The following pro forma results include adjustments to reflect additional interest expense to fund the acquisition, amortization of intangibles associated with the acquisition, and the effects of adjustments made to the carrying value of certain assets (in thousands, except per share data):
| December 28, 2013 |  | December 29, 2012
Net sales | $ | 1,476,187 |  |  | $ | 1,363,009 |
Net earnings | 155,044 |  |  | 92,239 |
Net earnings per share: |  |  |  |  |
Basic | 8.33 |  |  | 5.05 |
Diluted | 8.27 |  |  | 4.96 |
The supplemental pro forma financial information presented above has been prepared for comparative purposes and is not necessarily indicative of either the results of operations that would have occurred had the acquisitions of these companies been effective on January 1, 2012 nor are they indicative of any future results. Also, the pro forma financial information does not reflect the costs which the company has incurred or may incur to integrate Baker, Stewart, Nieco, Viking, Celfrost and Wunderbar.

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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://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=7488404&loc=d3e6996-128479 Reference 2: 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=7659399&loc=d3e1524-128463 Reference 3: 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=7659399&loc=d3e1383-128463 Reference 4: 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=7488404&loc=d3e7000-128479 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 141R -Paragraph F4 -Subparagraph e -Appendix F Reference 6: 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 7: 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 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 3 -URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4926-128472 Reference 10: 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 11: 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 12: 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=7659399&loc=d3e1392-128463 Reference 13: 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=7659399&loc=d3e1486-128463 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=7659399&loc=d3e1497-128463 Reference 15: 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=7659399&loc=d3e1490-128463 Reference 16: 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=7488404&loc=d3e7008-128479 Reference 17: 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=7488404&loc=d3e6927-128479 Reference 18: 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 Reference 19: 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=7659399&loc=d3e1500-128463 + Details
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