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Acquisitions and Purchase Accounting | 3 Months Ended
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Mar. 29, 2014
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, 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 identifiable 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. 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 "Intangibles - Goodwill and Other." 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 quarter of 2015 if Stewart exceeds certain sales and earnings targets for fiscal 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 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 included in other assets were classified as held for sale at the date of acquisition and were sold during the second quarter of 2013. Viking Distributors 2013 Subsequent to the acquisition of Viking, the company, through Viking, purchased certain assets of four of Viking's former distributors ("Distributors 2013"). 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 Distributors 2013 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. 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 |  | Preliminary Measurement Period Adjustments |  | (as adjusted) Oct 15, 2013
Current assets | $ | 5,638 |  |  | $ | (71 | ) |  | $ | 5,567 |
Property, plant and equipment | 182 |  |  | — |  |  | 182 |
Goodwill | 5,943 |  |  | 71 |  |  | 6,014 |
Other intangibles | 4,333 |  |  | — |  |  | 4,333 |
Other assets | 4 |  |  | — |  |  | 4 |
Current liabilities | (3,979 | ) |  | — |  |  | (3,979 | )
Other non-current liabilities | (875 | ) |  | — |  |  | (875 | )
Consideration paid at closing | $ | 11,246 |  |  | $ | — |  |  | $ | 11,246 |
Deferred payments | 1,067 |  |  | — |  |  | 1,067 |
Net assets acquired and liabilities assumed | $ | 12,313 |  |  | $ | — |  |  | $ | 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 |  | Preliminary Measurement Period Adjustments |  | (as adjusted) Dec 17, 2013
Cash | $ | 857 |  |  | $ | — |  |  | $ | 857 |
Deferred tax asset | 50 |  |  | — |  |  | 50 |
Current assets | 13,127 |  |  | 31 |  |  | 13,158 |
Property, plant and equipment | 1,735 |  |  | 1 |  |  | 1,736 |
Goodwill | 45,056 |  |  | (32 | ) |  | 45,024 |
Other intangibles | 30,000 |  |  | — |  |  | 30,000 |
Current liabilities | (5,013 | ) |  | — |  |  | (5,013 | )
Long-term tax liabilities | (10,811 | ) |  |  |  | (10,811 | )
Other non-current liabilities | (1 | ) |  | — |  |  | (1 | )
Net assets acquired and liabilities assumed | $ | 75,000 |  |  | $ | — |  |  | $ | 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. 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. Market Forge On January 7, 2014, the company completed its acquisition of certain assets of Market Forge Industries, Inc. (“Market Forge”), a leading manufacturer of steam cooking equipment for the commercial foodservice industry, for a purchase price of approximately $7.0 million. During the first quarter of 2014, the company finalized the working capital provision provided for by the purchase agreement resulting in an additional payment to the seller of $0.2 million. Additional deferred payments of $3.0 million are due to the seller within a period not expected to exceed six months from the acquisition date. An additional payment of $1.4 million is also due upon the achievement of certain financial targets. 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) Jan 7, 2014
Current assets | $ | 2,051 |
Property, plant and equipment | 120 |
Goodwill | 5,252 |
Other intangibles | 4,191 |
Current liabilities | (4,374 | )
Consideration paid at closing | $ | 7,240 |
Deferred payments | 3,000 |
Contingent consideration | $ | 1,374 |
Net assets acquired and liabilities assumed | $ | 11,614 |
The goodwill and $2.9 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also includes $1.1 million allocated to customer relationships, $0.2 million allocated to developed technology and less than $0.1 million allocated to backlog, which are to be amortized over periods of 4 years, 5 years and 3 months, respectively. Goodwill and other intangibles of Market Forge 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. Viking Distributors 2014 Subsequent to the acquisition of Viking, the company, through Viking, purchased certain assets of two of Viking's former distributors ("Distributors 2014"). The aggregate purchase price of these transactions as of January 31, 2014 was approximately $44.5 million. This included $6.0 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 date to estimate the fair value of assets acquired and liabilities assumed (in thousands):
| (as initially reported) Jan 31, 2014
Current assets | $ | 35,909 |
Property, plant and equipment | 2,000 |
Goodwill | 7,552 |
Current liabilities | (1,005 | )
Net assets acquired and liabilities assumed | $ | 44,456 |
Forgiveness of liabilities owed to Viking | (5,971 | )
Consideration paid at closing | $ | 38,485 |
The goodwill is subject to the non-amortization provisions of ASC 350. Goodwill of these Distributors 2014 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.

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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 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1383-128463 Reference 2: 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 3: 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 4: 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 5: 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 6: 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 7: 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=25497992&loc=d3e1392-128463 Reference 8: 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=25497992&loc=d3e1486-128463 Reference 9: 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 10: 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=25497992&loc=d3e1497-128463 Reference 11: 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=25497992&loc=d3e1490-128463 Reference 12: 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 13: 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 14: 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=25497992&loc=d3e1500-128463 Reference 15: 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=25497992&loc=d3e1524-128463 + Details
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