ACQUISITIONS

Consistent with our growth strategy, we completed two acquisitions during 2015 focused on strengthening our Protein and Liquid Foods portfolios.

A&B Process Systems

On October 1, 2015, John Bean Technologies Corporation acquired the shares of A&B Process Systems (“A&B”), located in Stratford, WI, for $103.0 million, including a $3.0 million earnout and a working capital adjustment of $0.1 million. The purchase accounting is preliminary as the valuation of income tax balances and residual goodwill related to this acquisition is not complete. We are also currently assessing the amount of goodwill that we expect to be deductible for tax purposes. These amounts are subject to adjustment as additional information is obtained within the measurement period (not to exceed 12 months from the acquisition date).

During the quarter ended March 31, 2016, we refined our estimates of the customer relationship by ($0.9 million), trademark by ($0.4 million), technological know-how for skidded systems by ($0.2 million), backlog by ($0.1 million), and noncompete agreements by ($0.1 million). The impact of these adjustments was reflected as an increase in goodwill of $1.8 million, and resulted in an immaterial impact to the consolidated statement of income. No other significant refinements of the valuation occurred during the quarter ended June 30, 2016.

The following table summarizes the provisional fair values recorded for the assets acquired and liabilities assumed for A&B:



(In millions)
Assets:
Trade receivables	$	15.7
Inventories	1.0
Prepaid expenses	0.6
Costs in excess of billings on projects in progress	5.1
Property, plant and equipment	18.1
Other assets	0.2
Intangible assets:
Backlog	1.2
Customer relationships	14.6
Non-compete agreements	0.9
Trademark	3.1
Technological know-how - skidded systems	3.9
Technological know-how - tanks and vessels	1.3
Total assets	65.7

Liabilities:
Accounts payable	6.1
Billings in excess of costs on projects in progress	6.6
Other liabilities	3.3
Total liabilities	16.0

Total cash consideration paid and accrued	103.0

Goodwill	$	53.3

The customer relationships and trademark will be amortized over their estimated useful lives of eight and fourteen years, respectively. Technological know-how for skidded systems and tanks and vessels will be amortized over their terms of six and nine years, respectively. The non-compete agreements will be amortized over the contractual life of five years, and backlog was amortized over six months, consistent with the completion of the backlog.

The A&B purchase agreement includes an earnout provision providing for a contingent payment due to the sellers to the extent A&B exceeds certain earnings targets for the period from May 1, 2015 through April 30, 2016. The contractual obligation associated with the contingent earnout provision recognized on the acquisition date was $3.0 million, which is included in Other current liabilities on the Condensed Consolidated Balance Sheet. The agreed upon financial targets were met and the Company expects to make the $3.0 million payment to the sellers in the fourth quarter of 2016.

Stork Food & Dairy Systems B.V.

On July 31, 2015, John Bean Technologies Corporation and its wholly-owned subsidiary John Bean Technologies Europe B.V. acquired the shares of Stork Food & Dairy Systems, B.V. (“SFDS”), located in Amsterdam, The Netherlands for $50.7 million, which is net of cash acquired of $1.1 million.

During the quarter ended June 30, 2016, we refined our estimates of the customer relationships and patents, resulting in a reduction in value of $2.0 million and $1.0 million, respectively. We also increased other liabilities by $1.1 million. These changes resulted in an increase to deferred tax assets of $0.5 million and a decrease to deferred tax liabilities $0.6 million. The impact of these adjustments was reflected as an increase in goodwill of $3.0 million and resulted in an immaterial impact to the consolidated statement of income. No refinements of the valuation occurred during the quarter ended March 31, 2016.

The following table summarizes the fair values recorded for the assets acquired and liabilities assumed for SFDS:



(In millions)
Assets:
Cash	$	1.1
Trade receivables	10.0
Other receivables	2.5
Inventories	4.8
Costs in excess of billings on projects in progress	7.8
Property, plant and equipment	9.8
Intangible assets:
Customer relationships	2.1
Patents	2.9
Tradename	0.2
Deferred income taxes	1.6
Total assets	42.8

Liabilities:
Accounts payable	9.2
Billings in excess of costs on projects in progress	7.6
Deferred income taxes	2.7
Other liabilities	11.3
Total liabilities	30.8

Total purchase price	51.8

Goodwill	$	39.8

We also revised the estimated useful life and amortization period associated with customer relationships from fifteen years to eight years. Patents and the tradename will continue to be amortized over their estimated useful lives of seven years and seventeen months, respectively.