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Acquisitions and Purchase Accounting | 6 Months Ended
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Jun. 29, 2019
Business Combinations [Abstract] |
Business Combination Disclosure | 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. For the company's acquisitions, goodwill is calculated as the difference between the acquisition fair value of the consideration transferred and the fair value of the net assets acquired, and represents future economic benefits, including synergies, and assembled workforce, that are expected to be achieved as a result of the acquisition. 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 2019 and 2018. The company also made smaller acquisitions not listed below which are individually and collectively immaterial. Hinds-Bock On February 16, 2018, the company completed its acquisition of all of the capital stock of Hinds-Bock Corporation ("Hinds-Bock"), a leading manufacturer of solutions for filling and depositing bakery and food product located in Bothell, Washington, for a purchase price of $25.4 million, net of cash acquired. During the third quarter of 2018, the company finalized the working capital provision provided by the purchase agreement resulting in a refund from the seller of $0.4 million. The final allocation of consideration paid for the Hinds-Bock acquisition is summarized as follows (in thousands):
| (as initially reported) February 16, 2018 |  | Measurement Period Adjustments |  | (as adjusted) February 16, 2018
Cash | $ | 5 |  |  | $ | — |  |  | $ | 5 |
Current assets | 5,301 |  |  | (3 | ) |  | 5,298 |
Property, plant and equipment | 3,557 |  |  | — |  |  | 3,557 |
Goodwill | 12,686 |  |  | (1,166 | ) |  | 11,520 |
Other intangibles | 8,081 |  |  | 1,119 |  |  | 9,200 |
Long term deferred tax asset | — |  |  | 115 |  |  | 115 |
Current liabilities | (3,800 | ) |  | (465 | ) |  | (4,265 | )
Net assets acquired and liabilities assumed | $ | 25,830 |  |  | $ | (400 | ) |  | $ | 25,430 |
The goodwill and $4.9 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 include $3.7 million allocated to customer relationships and $0.6 million allocated to backlog, which are being amortized over periods of 6 years and 3 months, respectively. Goodwill and other intangibles of Hinds-Bock are allocated to the Food Processing Equipment Group for segment reporting purposes. These assets are expected to be deductible for tax purposes. Ve.Ma.C On April 3, 2018, the company completed its acquisition of all of the capital stock of Ve.Ma.C S.r.l. ("Ve.Ma.C"), a leading designer and manufacturer of handling, automation and robotics solutions for protein food processing lines located in Castelnuovo Rangone, Italy, for a purchase price of approximately $10.5 million, net of cash acquired. During the third quarter of 2018, the company finalized the working capital provision provided by the purchase agreement, resulting in no additional payment by either party. The final allocation of consideration paid for the Ve.Ma.C acquisition is summarized as follows (in thousands):
| (as initially reported) April 3, 2018 |  | Measurement Period Adjustments |  | (as adjusted) April 3, 2018
Cash | $ | 1,833 |  |  | $ | — |  |  | $ | 1,833 |
Current assets | 10,722 |  |  | — |  |  | 10,722 |
Property, plant and equipment | 389 |  |  | — |  |  | 389 |
Goodwill | 7,278 |  |  | (2,506 | ) |  | 4,772 |
Other intangibles | 2,584 |  |  | 3,776 |  |  | 6,360 |
Other assets | 12 |  |  | — |  |  | 12 |
Current portion of long-term debt | (1,901 | ) |  | — |  |  | (1,901 | )
Current liabilities | (8,076 | ) |  | (216 | ) |  | (8,292 | )
Long term deferred tax liability | (340 | ) |  | (1,054 | ) |  | (1,394 | )
Other non-current liabilities | (212 | ) |  | — |  |  | (212 | )
Net assets acquired and liabilities assumed | $ | 12,289 |  |  | $ | — |  |  | $ | 12,289 |
The long term deferred tax liability amounted to $1.4 million. The net liability is comprised of $1.8 million of deferred tax liability related to the difference between the book and tax basis of identifiable intangible assets and $0.4 million of deferred tax asset related to the difference between the book and tax basis on identifiable tangible asset and liability accounts. The goodwill and $2.1 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also include $2.6 million allocated to customer relationships and $1.6 million allocated to backlog, which are being amortized over periods of 6 years and up to 1 year, respectively. Goodwill and other intangibles of Ve.Ma.C are allocated to the Food Processing Equipment Group for segment reporting purposes. These assets are not expected to be deductible for tax purposes. Firex On April 27, 2018, the company completed its acquisition of all of the capital stock of Firex S.r.l. ("Firex"), a leading manufacturer of steam cooking equipment for the commercial foodservice industry located in Sedico, Italy, for a purchase price of approximately $53.7 million, net of cash acquired. During the third quarter of 2018, 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 final allocation of consideration paid for the Firex acquisition is summarized as follows (in thousands):
| (as initially reported) April 27, 2018 |  | Measurement Period Adjustments |  | (as adjusted) April 27, 2018
Cash | $ | 10,652 |  |  | $ | (37 | ) |  | $ | 10,615 |
Current assets | 7,656 |  |  | 39 |  |  | 7,695 |
Property, plant and equipment | 2,447 |  |  | — |  |  | 2,447 |
Goodwill | 36,706 |  |  | (1,424 | ) |  | 35,282 |
Other intangibles | 19,806 |  |  | 2,294 |  |  | 22,100 |
Current portion of long-term debt | (1,210 | ) |  | — |  |  | (1,210 | )
Current liabilities | (4,099 | ) |  | (471 | ) |  | (4,570 | )
Long term deferred tax liability | (4,995 | ) |  | (652 | ) |  | (5,647 | )
Long-term debt | (1,069 | ) |  | — |  |  | (1,069 | )
Other non-current liabilities | (1,318 | ) |  | — |  |  | (1,318 | )
Net assets acquired and liabilities assumed | $ | 64,576 |  |  | $ | (251 | ) |  | $ | 64,325 |
The long term deferred tax liability amounted to $5.6 million. The net liability is comprised of $6.1 million of deferred tax liability related to the difference between the book and tax basis of identifiable intangible assets and $0.5 million of deferred tax asset related to the difference between the book and tax basis on identifiable tangible asset and liability accounts. The goodwill and $10.2 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also include $11.3 million allocated to customer relationships and $0.6 million allocated to backlog, which are being amortized over periods of 7 years and 3 months, respectively. Goodwill and other intangibles of Firex are allocated to the Commercial Foodservice Equipment Group for segment reporting purposes. These assets are not expected to be deductible for tax purposes. Josper On May 10, 2018, the company completed its acquisition of all of the issued share capital of Josper S.A. ("Josper"), a leading manufacturer of charcoal grill and oven cooking equipment for commercial foodservice and residential applications located in Pineda de Mar, Spain, for a purchase price of approximately $39.3 million, net of cash acquired. During the fourth quarter of 2018, the company finalized the working capital provision provided for by the purchase agreement resulting in a refund from the seller of $0.2 million. The final allocation of consideration paid for the Josper acquisition is summarized as follows (in thousands):
| (as initially reported) May 10, 2018 |  | Measurement Period Adjustments |  | (as adjusted) May 10, 2018
Cash | $ | 3,308 |  |  | $ | — |  |  | $ | 3,308 |
Current assets | 6,579 |  |  | 13 |  |  | 6,592 |
Property, plant and equipment | 4,739 |  |  | — |  |  | 4,739 |
Goodwill | 27,140 |  |  | (3,345 | ) |  | 23,795 |
Other intangibles | 13,136 |  |  | 4,754 |  |  | 17,890 |
Other assets | 2 |  |  | — |  |  | 2 |
Current portion of long-term debt | (217 | ) |  | — |  |  | (217 | )
Current liabilities | (5,146 | ) |  | (89 | ) |  | (5,235 | )
Long-term debt | (1,608 | ) |  | — |  |  | (1,608 | )
Long term deferred tax liability | (2,934 | ) |  | (1,579 | ) |  | (4,513 | )
Other non-current liabilities | (2,169 | ) |  | — |  |  | (2,169 | )
Consideration paid at closing | $ | 42,830 |  |  | $ | (246 | ) |  | $ | 42,584 |
Contingent consideration | 3,454 |  |  | — |  |  | 3,454 |
Net assets acquired and liabilities assumed | $ | 46,284 |  |  | $ | (246 | ) |  | $ | 46,038 |
The long term deferred tax liability amounted to $4.5 million. The net liability is comprised of $4.4 million of deferred tax liability related to the difference between the book and tax basis of identifiable intangible assets and $0.1 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 $9.5 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also include $8.3 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 Josper are allocated to the Commercial Foodservice Equipment Group for segment reporting purposes. These assets are not expected to be deductible for tax purposes. The Josper 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 in 2019, 2020 and 2021, if Josper exceeds certain earnings targets for the twelve months ended December 31, 2018, December 31, 2019 and December 31, 2020, respectively. The contractual obligation associated with this contingent earnout provision recognized on the acquisition date is $3.5 million. Taylor On June 22, 2018, the company completed its acquisition of all of the capital stock of the Taylor Company ("Taylor"), a world leader in beverage solutions, soft serve and ice cream dispensing equipment, frozen drink machines, and automated double-sided grills, located in Rockton, Illinois, for a purchase price of approximately $1.0 billion. During the fourth quarter of 2018, the company finalized the working capital provision provided for by the purchase agreement resulting in a refund from the seller of $11.5 million. The final allocation of consideration paid for the Taylor acquisition is summarized as follows (in thousands):
| (as initially reported) June 22, 2018 |  | Measurement Period Adjustments |  | (as adjusted) June 22, 2018
Cash | $ | 2,551 |  |  | $ | 64 |  |  | $ | 2,615 |
Current assets | 71,162 |  |  | (2,011 | ) |  | 69,151 |
Property, plant and equipment | 21,187 |  |  | (556 | ) |  | 20,631 |
Goodwill | 491,339 |  |  | (120,497 | ) |  | 370,842 |
Other intangibles | 484,210 |  |  | 119,550 |  |  | 603,760 |
Other assets | — |  |  | 361 |  |  | 361 |
Long-term deferred tax asset | — |  |  | 227 |  |  | 227 |
Current liabilities | (48,417 | ) |  | (4,099 | ) |  | (52,516 | )
Other non-current liabilities | (8,161 | ) |  | (648 | ) |  | (8,809 | )
Net assets acquired and liabilities assumed | $ | 1,013,871 |  |  | $ | (7,609 | ) |  | $ | 1,006,262 |
The goodwill and $304.7 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also include $290.9 million allocated to customer relationships, $1.7 million of existing developed oven technology, $4.4 million of equipment backlog, and $2.1 million of deferred service backlog, which are being amortized over periods up to 15 years, 5 years, 3 months, and 3 years, respectively. Goodwill and other intangibles of Taylor are allocated to the Commercial Foodservice Equipment Group for segment reporting purposes. A significant portion of the assets are expected to be deductible for tax purposes. M-TEK On October 1, 2018, the company completed its acquisition of all of the capital stock of the M-TEK Corporation ("M-TEK"), a leading manufacturer of Modified Atmospheric Packaging (MAP) systems located in Elgin, Illinois, for a purchase price of approximately $20.0 million. During the first quarter of 2019, the company finalized the working capital provision provided by the purchase agreement resulting in no adjustment to the purchase price. 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 1, 2018 |  | Preliminary Measurement Period Adjustments |  | (as adjusted) October 1, 2018
Current assets | $ | 2,745 |  |  | $ | — |  |  | $ | 2,745 |
Property, plant and equipment | 2,497 |  |  | — |  |  | 2,497 |
Goodwill | 11,610 |  |  | (1,000 | ) |  | 10,610 |
Other intangibles | 3,294 |  |  | 1,000 |  |  | 4,294 |
Current liabilities | (144 | ) |  | — |  |  | (144 | )
Net assets acquired and liabilities assumed | $ | 20,002 |  |  | $ | — |  |  | $ | 20,002 |
The goodwill and $1.0 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also include $2.7 million allocated to customer relationships, $0.3 million allocated to developed technology, and $0.3 million allocated to backlog, which are being amortized over periods of 5 years, 5 years and 3 months, respectively. Goodwill and other intangibles of M-TEK 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. Crown On December 3, 2018, the company completed its acquisition of all of the capital stock of the Crown Food Service Equipment, Ltd. ("Crown"), a leading design and manufacturer of steam cooking equipment for the commercial foodservice industry located in Toronto, Canada, for a purchase price of approximately $41.8 million, net of cash acquired. During the second quarter of 2019, the company finalized the working capital provision provided for by the purchase agreement resulting in a refund from the seller of $0.2 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) December 3, 2018 |  | Preliminary Measurement Period Adjustments |  | (as adjusted) December 3, 2018
Cash | $ | 495 |  |  | $ | — |  |  | $ | 495 |
Current assets | 5,045 |  |  | — |  |  | 5,045 |
Property, plant and equipment | 8,710 |  |  | 3,658 |  |  | 12,368 |
Goodwill | 31,226 |  |  | (4,805 | ) |  | 26,421 |
Other intangibles | — |  |  | 2,958 |  |  | 2,958 |
Current liabilities | (2,340 | ) |  | (281 | ) |  | (2,621 | )
Long-term deferred tax liability | (668 | ) |  | (1,753 | ) |  | (2,421 | )
Net assets acquired and liabilities assumed | $ | 42,468 |  |  | $ | (223 | ) |  | $ | 42,245 |
The long term deferred tax liability amounted to $2.4 million. The net deferred tax liability is comprised of $0.8 million of deferred tax liability related to the difference between the book and tax basis of identifiable intangible assets and $1.6 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 $3.0 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Goodwill and other intangibles of Crown are allocated to the Commercial Foodservice Equipment Group for segment reporting purposes. This asset is 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. EVO On December 31, 2018, the company completed its acquisition of all of the capital stock of EVO America, Inc. ("EVO"), a leading design and manufacturer of ventless cooking equipment for the commercial foodservice industry, located near Portland, Oregon, for a purchase price of approximately $12.3 million, net of cash acquired. During the second quarter of 2019, the company finalized the working capital provision provided for by the purchase agreement resulting in a refund from the seller of $0.1 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) December 31, 2018 |  | Preliminary Measurement Period Adjustments |  | (as adjusted) December 31, 2018
Cash | $ | 162 |  |  | $ | — |  |  | $ | 162 |
Current assets | 1,490 |  |  | — |  |  | 1,490 |
Goodwill | 6,896 |  |  | (53 | ) |  | 6,843 |
Other intangibles | 5,081 |  |  | — |  |  | 5,081 |
Current liabilities | (518 | ) |  | — |  |  | (518 | )
Long-term deferred tax liability | (540 | ) |  | — |  |  | (540 | )
Other non-current liabilities | (12 | ) |  | — |  |  | (12 | )
Net assets acquired and liabilities assumed | $ | 12,559 |  |  | $ | (53 | ) |  | $ | 12,506 |
The long term deferred tax liability amounted to $0.5 million. The net deferred tax liability is comprised of $0.6 million of deferred tax liability related to the difference between the book and tax basis on identifiable intangible asset and liability accounts and $0.1 million of deferred tax asset related to the difference between the book and tax basis on identifiable tangible asset and liability accounts. The goodwill and $3.0 million of other intangibles associated with the trade name is subject to the non-amortization provisions of ASC 350. Other intangibles also include $1.9 million allocated to customer relationships and $0.2 million allocated to developed technology, which are being amortized over periods of 10 years and 7 years, respectively. Goodwill and other intangibles of EVO 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. Cooking Solutions Group On April 1, 2019, the company completed its acquisition of all of the capital stock of Cooking Solutions Group, Inc. ("Cooking Solutions Group") from Standex International Corporation, which consists of the brands APW Wyott, Bakers Pride, BKI and Ultrafryer with locations in Texas, South Carolina and Mexico for a purchase price of approximately $106.1 million. 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 third quarter of 2019. 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) April 1, 2019
Cash | $ | 843 |
Current assets | 33,666 |
Property, plant and equipment | 15,959 |
Goodwill | 31,207 |
Other intangibles | 53,450 |
Current liabilities | (15,130 | )
Long-term deferred tax liability | (13,082 | )
Net assets acquired and liabilities assumed | $ | 106,913 |
The long term deferred tax liability amounted to $13.1 million. The net deferred tax liability is comprised of $13.2 million of deferred tax liability related to the difference between the book and tax basis on identifiable intangible asset and liability accounts and $0.1 million of deferred tax asset related to the difference between the book and tax basis on identifiable tangible assets and liability accounts. The goodwill and $27.1 million of other intangibles associated with the trade name is subject to the non-amortization provisions of ASC 350. Other intangibles also include $24.6 million allocated to customer relationships, $1.5 million allocated to developed technology and $0.3 million allocated to backlog, which are being amortized over periods of 7 years, 5 years and 3 months, respectively. Goodwill and other intangibles of Cooking Solutions Group 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. Powerhouse On April 1, 2019, the company completed the acquisition of all of the capital stock of Powerhouse Dynamics, Inc. ("Powerhouse"), a leader in cloud-based IoT solutions for the foodservice industry located near Boston, Massachusetts, for a purchase price of approximately $11.0 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 third quarter of 2019. 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) April 1, 2019
Cash | $ | 24 |
Current assets | 1,351 |
Property, plant and equipment | 14 |
Goodwill | 5,789 |
Other intangibles | 5,060 |
Long-term deferred tax asset | 1,673 |
Current liabilities | (2,624 | )
Other non-current liabilities | (271 | )
Net assets acquired and liabilities assumed | $ | 11,016 |
The long term deferred tax asset amounted to $1.7 million and is comprised of tax loss carryforwards. The goodwill is subject to the non-amortization provisions of ASC 350. Other intangibles also include $2.2 million allocated to customer relationships and $2.8 million allocated to developed technology, which are being amortized over periods of 6 years, respectively. Goodwill and other intangibles of Powerhouse 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. Ss Brewtech On June 15, 2019, the company completed the acquisition of substantially all of the assets of Ss Brewtech, a market leader in professional craft brewing and beverage equipment based in Santa Ana, California, for a purchase price of approximately $36.8 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 fourth quarter of 2019. 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 15, 2019
Cash | $ | 468 |
Current assets | 3,936 |
Property, plant and equipment | 30 |
Goodwill | 26,528 |
Other intangibles | 15,318 |
Long-term deferred tax asset | 155 |
Current liabilities | (3,393 | )
Other non-current liabilities | (5,768 | )
Consideration paid at closing | $ | 37,274 |
Deferred payments | 2,404 |
Contingent consideration | 4,258 |
Net assets acquired and liabilities assumed | $ | 43,936 |
The goodwill and $9.2 million of other intangibles associated with the trade name is subject to the non-amortization provisions of ASC 350. Other intangibles also include $5.6 million allocated to customer relationships and $0.5 million allocated to developed technology, which are being amortized over periods of 7 years and 6 years, respectively. Goodwill and other intangibles of Brewtech are allocated to the Commercial Foodservice Equipment Group for segment reporting purposes. These assets are expected to be deductible for tax purposes. The Brewtech purchase agreement includes deferred payments and an earnout provision providing for a contingent payment due to the sellers to the extent certain financial targets are exceeded. The deferred payments are payable in 2020, 2021 and 2022. The contractual obligation associated with the deferred payments on the acquisition date is $2.4 million. The earnout is payable in 2023, if Brewtech exceeds certain sales and earnings targets for the cumulative twelve months ended December 31, 2020, December 31, 2021 and December 31, 2022, respectively. The contractual obligation associated with this contingent earnout provision recognized on the acquisition date is $4.3 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 six months ended June 29, 2019 and June 30, 2018, assumes the 2018 acquisitions of Hinds-Bock, Ve.Ma.C, Josper, Firex, Taylor, M-TEK and Crown and the 2019 acquisitions of EVO, Cooking Solutions Group, Powerhouse and Ss Brewtech were completed on December 31, 2017 (first day of fiscal year 2018). The following pro forma results include adjustments to reflect additional interest expense to fund the acquisitions, amortization of intangibles associated with the acquisitions, and the effects of adjustments made to the carrying value of certain assets (in thousands, except per share data):
| Six Months Ended
| June 29, 2019 |  | June 30, 2018
Net sales | $ | 1,480,397 |  |  | $ | 1,494,792 |
Net earnings | 160,996 |  |  | 127,715 |
Net earnings per share: |  |  |  |  |
Basic | $ | 2.89 |  |  | $ | 2.30 |
Diluted | 2.89 |  |  | 2.30 |
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 the acquired businesses.

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