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Acquisitions and Purchase Accounting Acquisition and Purchase Accounting (Notes) | 12 Months Ended
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Dec. 30, 2017
Business Acquisition [Line Items] |
Business Combination Disclosure [Text Block] | 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. The following represents the company's more significant acquisitions in 2017 and 2016. The company also made smaller acquisitions not listed below which are individually and collectively immaterial. Follett On May 31, 2016, the company completed its acquisition of substantially all of the assets of Follett Corporation ("Follett"), a leading manufacturer of ice machines, ice and water dispensing equipment, ice storage and transport products and medical grade refrigeration products for the foodservice and healthcare industries headquartered in Easton, Pennsylvania, for a purchase price of approximately $206.9 million, net of cash acquired. During the first quarter of 2017, the company finalized the working capital provision provided for by the purchase agreement resulting in an additional payment to the seller of $0.7 million. The final allocation of cash paid for the Follett acquisition is summarized as follows (in thousands):
| (as initially reported) May 31, 2016 |  | Measurement Period Adjustments |  | (as adjusted) May 31, 2016
Cash | $ | 22,620 |  |  | $ | 2,888 |  |  | $ | 25,508 |
Current assets | 41,602 |  |  | (2,249 | ) |  | 39,353 |
Property, plant and equipment | 19,868 |  |  | 8,598 |  |  | 28,466 |
Goodwill | 76,220 |  |  | (35,656 | ) |  | 40,564 |
Other intangibles | 82,450 |  |  | 41,810 |  |  | 124,260 |
Other assets | 1,358 |  |  | 170 |  |  | 1,528 |
Current liabilities | (11,779 | ) |  | (10,801 | ) |  | (22,580 | )
Other non-current liabilities | (616 | ) |  | (4,064 | ) |  | (4,680 | )
Net assets acquired and liabilities assumed | $ | 231,723 |  |  | $ | 696 |  |  | $ | 232,419 |
The goodwill and $67.8 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 $55.2 million allocated to customer relationships and $1.3 million allocated to backlog, which are to be amortized over periods of 8 years and 3 months, respectively. Goodwill and other intangibles of Follett are allocated to the Commercial Foodservice Equipment Group for segment reporting purposes. These assets are expected to be deductible for tax purposes. Burford On May 1, 2017, the company completed its acquisition of all of the capital stock of Burford Corp. ("Burford"). Burford is a leading manufacturer of industrial baking equipment for the food processing industry located in Maysville, Oklahoma, for a purchase price of approximately $14.8 million, net of cash acquired. During the fourth quarter of 2017, the company finalized the working capital provision provided for by the purchase agreement resulting in a refund from the seller of $0.3 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) May 1, 2017 |  | Preliminary Measurement Period Adjustments |  | (as adjusted) May 1, 2017
Cash | $ | 2,514 |  |  | $ | — |  |  | $ | 2,514 |
Current assets | 6,424 |  |  | 126 |  |  | 6,550 |
Property, plant and equipment | 656 |  |  | (13 | ) |  | 643 |
Goodwill | 7,289 |  |  | 808 |  |  | 8,097 |
Other intangibles | 4,900 |  |  | 1,840 |  |  | 6,740 |
Current liabilities | (2,254 | ) |  | (961 | ) |  | (3,215 | )
Long term deferred tax liability | (1,840 | ) |  | 612 |  |  | (1,228 | )
Other non-current liabilities | — |  |  | (2,761 | ) |  | (2,761 | )
Net assets acquired and liabilities assumed | $ | 17,689 |  |  | $ | (349 | ) |  | $ | 17,340 |
The long term deferred tax liability amounted to $1.2 million. The net deferred tax liability is comprised of $2.7 million of deferred tax liability related to the difference between the book and tax basis of identifiable intangible assets, net of $0.7 million related to federal and state net operating loss carryforwards and $0.8 million of deferred tax asset arising from the difference between the book and tax basis of identifiable tangible asset and liability accounts. The goodwill and $2.7 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also include $3.1 million allocated to customer relationships, $0.7 million allocated to developed technology and $0.3 million allocated to backlog, which are to be amortized over periods of 6 years, 7 years and 3 months, respectively. Goodwill and other intangibles of Burford 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. CVP Systems On June 30, 2017, the company completed its acquisition of all of the capital stock of CVP Systems, Inc. ("CVP Systems"), a leading manufacturer of high-speed packaging systems for the meat processing industry located in Downers Grove, Illinois, for a purchase price of approximately $30.3 million, net of cash acquired. The purchase price included $17.9 million in cash and 106,254 shares of Middleby common stock valued at $12.3 million. The purchase price is subject to adjustment based upon a working capital provision provided for by the purchase agreement. The company expects to finalize this in the first quarter of 2018. 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) June 30, 2017 |  | Preliminary Measurement Period Adjustments |  | (as adjusted) June 30, 2017
Cash | $ | 621 |  |  | $ | — |  |  | $ | 621 |
Current assets | 5,973 |  |  | (1,435 | ) |  | 4,538 |
Property, plant and equipment | 238 |  |  | (91 | ) |  | 147 |
Goodwill | 20,297 |  |  | 432 |  |  | 20,729 |
Other intangibles | 8,700 |  |  | 4,350 |  |  | 13,050 |
Current liabilities | (1,532 | ) |  | (514 | ) |  | (2,046 | )
Long term deferred tax liability | (3,168 | ) |  | (633 | ) |  | (3,801 | )
Other non-current liabilities | — |  |  | (2,362 | ) |  | (2,362 | )
Net assets acquired and liabilities assumed | $ | 31,129 |  |  | $ | (253 | ) |  | $ | 30,876 |
The long term deferred tax liability amounted to $3.8 million. The net liability is comprised of $5.0 million of deferred tax liability related to the difference between the book and tax basis of identifiable intangible assets, net of $0.4 million related to federal and state net operating loss carryforwards and $0.8 million of deferred tax assets arising from the difference between the book and tax basis of identifiable tangible asset and liability accounts. The goodwill and $6.2 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also include $5.7 million allocated to customer relationships, $0.8 million allocated to developed technology and $0.3 million allocated to backlog, which are to be amortized over periods of 5 years, 7 years and 3 months, respectively. Goodwill and other intangibles of CVP Systems 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. Sveba Dahlen On June 30, 2017, the company completed its acquisition of all of the capital stock of Sveba Dahlen Group ("Sveba Dahlen"), a developer and manufacturer of ovens and baking equipment for the commercial foodservice and industrial baking industries headquartered in Fristad, Sweden, for a purchase price of $81.4 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) June 30, 2017 |  | Preliminary Measurement Period Adjustments |  | (as adjusted) June 30, 2017
Cash | $ | 4,569 |  |  | $ | — |  |  | $ | 4,569 |
Current assets | 22,686 |  |  | (767 | ) |  | 21,919 |
Property, plant and equipment | 9,128 |  |  | (332 | ) |  | 8,796 |
Goodwill | 33,785 |  |  | (2,843 | ) |  | 30,942 |
Other intangibles | 34,175 |  |  | 7,775 |  |  | 41,950 |
Other assets | 1,170 |  |  | (3 | ) |  | 1,167 |
Current portion of long-term debt | — |  |  | (14 | ) |  | (14 | )
Current liabilities | (11,782 | ) |  | 649 |  |  | (11,133 | )
Long term debt | — |  |  | (140 | ) |  | (140 | )
Long term deferred tax liability | (7,751 | ) |  | (2,600 | ) |  | (10,351 | )
Other non-current liabilities | (42 | ) |  | (1,725 | ) |  | (1,767 | )
Net assets acquired and liabilities assumed | $ | 85,938 |  |  | $ | — |  |  | $ | 85,938 |
The long term deferred tax liability amounted to $10.4 million. The liability is comprised of $9.2 million of deferred tax liability related to the difference between the book and tax basis of identifiable intangible assets and $1.2 million of deferred tax liability related to the difference between the book and tax basis on identifiable tangible asset and liability accounts. The goodwill and $22.2 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also include $18.1 million allocated to customer relationships and $1.6 million allocated to backlog, which are to be amortized over periods of 6 years and 3 months, respectively. Goodwill and other intangibles of Sveba Dahlen 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. QualServ On August 31, 2017, the company completed its acquisition of substantially all of the assets of QualServ Solutions LLC ("QualServ"), a global commercial kitchen design, manufacturing, engineering, project management and equipment solutions provider located in Fort Smith, Arkansas, for a purchase price of $40.2 million, net of cash acquired. The purchase price is subject to adjustment based upon a working capital provision provided by the purchase agreement. The company expects to finalize this in the first quarter of 2018. 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) August 31, 2017 |  | Preliminary Measurement Period Adjustments |  | (as adjusted) August 31, 2017
Cash | $ | 1,130 |  |  | $ | — |  |  | $ | 1,130 |
Current assets | 18,031 |  |  | (64 | ) |  | 17,967 |
Property, plant and equipment | 4,785 |  |  | — |  |  | 4,785 |
Goodwill | 14,590 |  |  | 195 |  |  | 14,785 |
Other intangibles | 9,600 |  |  | — |  |  | 9,600 |
Current liabilities | (6,810 | ) |  | (131 | ) |  | (6,941 | )
Net assets acquired and liabilities assumed | $ | 41,326 |  |  | $ | — |  |  | $ | 41,326 |
The goodwill and $6.2 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also include $3.3 million allocated to customer relationships and $0.1 million allocated to backlog, which are to be amortized over periods of 6 years and 3 months, respectively. Goodwill and other intangibles of QualServ 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. Globe On October 17, 2017, the company completed its acquisition of all of the capital stock of Globe Food Equipment Company ("Globe"), a leading brand in slicers and mixers for the commercial foodservice industry located in Dayton, Ohio, for a purchase price of $104.6 million, net of cash acquired. The purchase price is subject to adjustment based upon a working capital provision provided by the purchase agreement. The company expects to finalize this in the first quarter of 2018. 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) October 17, 2017
Cash | $ | 3,420 |
Current assets | 17,197 |
Property, plant and equipment | 1,120 |
Goodwill | 67,176 |
Other intangibles | 43,444 |
Current liabilities | (5,994 | )
Long term deferred tax liability | (16,456 | )
Other non-current liabilities | (1,907 | )
Net assets acquired and liabilities assumed | $ | 108,000 |
The long term deferred tax liability amounted to $16.5 million. The net liability is comprised of $16.3 million of deferred tax liability related to the difference between the book and tax basis of identifiable intangible assets and $0.2 million of deferred tax liability related to the difference between the book and tax basis on identifiable tangible asset and liability accounts. The goodwill and $28.2 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also include $14.9 million allocated to customer relationships and $0.3 million allocated to backlog, which are to be amortized over periods of 5 years and 3 months, respectively. Goodwill and other intangibles of Globe 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. Scanico On December 7, 2017, the company completed its acquisition of all of the capital stock of Scanico A/S ("Scanico"), a leading manufacturer of industrial cooling and freezing equipment for the food processing industry located in Aalborg, Denmark, for a purchase price of $34.9 million, net of cash acquired. The purchase price is subject to adjustment based upon a working capital provision provided for by the purchase agreement. The company expects to finalize this in the first quarter of 2018. An additional payment 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) December 7, 2017
Cash | $ | 6,766 |
Current assets | 3,428 |
Property, plant and equipment | 447 |
Goodwill | 30,072 |
Other intangibles | 11,491 |
Current liabilities | (7,236 | )
Long term deferred tax liability | (3,305 | )
Consideration paid at closing | $ | 41,663 |
Contingent consideration | (751 | )
Net assets acquired and liabilities assumed | $ | 40,912 |
The long term deferred tax liability amounted to $3.3 million. The net liability is comprised of $2.5 million of deferred tax liability related to the difference between the book and tax basis of identifiable intangible assets and $0.8 million of deferred tax liability related to the difference between the book and tax basis on identifiable tangible asset and liability accounts. The goodwill and $6.6 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also include $2.0 million allocated to customer relationships, $0.9 million allocated to developed technology and $2.0 million allocated to backlog, which are to be amortized over periods of 5 years, 5 years and 3 months, respectively. Goodwill and other intangibles of Scanico are allocated to the Food Processing Equipment Group for segment reporting purposes. These assets are not expected to be deductible for tax purposes. The Scanico purchase agreement includes an earnout provision providing for a contingent payment due to the sellers to the extent certain financial targets are exceeded. This earnout is payable during the third quarter of 2018, if Scanico exceeds certain sales and earnings targets for the twelve months ended June 30, 2018. The contractual obligation associated with this contingent earnout provision recognized on the acquisition date is $0.8 million. 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. Pro forma financial information In accordance with ASC 805 “Business Combinations”, the following unaudited pro forma results of operations for the years ended December 30, 2017 and December 31, 2016, assumes the 2016 acquisition of Follett and the 2017 acquisitions of Burford, CVP Systems, Sveba Dahlen, QualServ, L2F, Globe and Scanico were completed on January 3, 2016 (first day of fiscal 2016). 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 30, 2017 |  | December 31, 2016
Net sales | $ | 2,500,434 |  |  | $ | 2,606,379 |
Net earnings | 305,770 |  |  | 281,680 |
Net earnings per share: |  |  |  |  |
Basic | 5.39 |  |  | 4.94 |
Diluted | 5.39 |  |  | 4.93 |
The historical consolidated financial information of the Company and the acquisitions have been adjusted in the pro forma information to give effect to pro forma events that are (1) directly attributable to the transactions, (2) factually supportable and (3) expected to have a continuing impact on the combined results. Pro forma data may not be indicative of the results that would have been obtained had these acquisitions occurred at the beginning of the periods presented, nor is it intended to be a projection of future results. Additionally, the pro forma financial information does not reflect the costs which the company has incurred or may incur to integrate Follett, Burford, CVP Systems, Sveba Dahlen, QualServ, L2F, Globe and Scanico.

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- Definition Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. + References No definition available. + Details
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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 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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