smon

On January 7, 2015, the company completed its acquisition of all of the capital stock of Desmon Food Service Equipment Company ("Desmon"), a leading manufacturer of blast chillers and refrigeration for the commercial foodservice industry located in Nusco, Italy, for a purchase price of approximately $13.5 million, net of cash acquired. An additional payment is also due upon the achievement of certain financial targets. During the fourth quarter of 2015, the company finalized the working capital provision provided by the purchase agreement resulting in a return from the seller of $0.4 million.

The final allocation of cash paid for the Desmon acquisition is summarized as follows (in thousands):



	(as initially reported) Jan 7, 2015			Measurement Period Adjustments			(as adjusted) Jan 7, 2015
Cash	$	441		$	(12	)	$	429
Current deferred tax asset	535			—			535
Current assets	8,639			(1,105		)	7,534
Property, plant and equipment	7,989			—			7,989
Goodwill	7,175			53			7,228
Other intangibles	3,129			(899		)	2,230
Current liabilities	(8,668		)	998			(7,670		)
Long-term deferred tax liability	(2,389		)	282			(2,107		)
Other non-current liabilities	(2,463		)	269			(2,194		)

Consideration paid at closing	$	14,388		$	(414	)	$	13,974

Contingent consideration	2,416			(269		)	2,147

Net assets acquired and liabilities assumed	$	16,804		$	(683	)	$	16,121

The current deferred tax assets and long term deferred tax liabilities amounted to $0.5 million and $2.1 million, respectively. These net liabilities are comprised of $0.7 million of deferred tax liabilities related to the difference between the book and tax basis of identifiable intangible assets, $1.1 million of liabilities arising from the difference between the book and tax basis of tangible asset and liability accounts, net of $0.2 million of assets related to foreign net operating loss carry forwards.

The goodwill and $1.3 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 $0.6 million allocated to customer relationships and $0.3 million allocated to developed technology, which are to be amortized over periods of 9 years and 7 years, respectively. Goodwill and other intangibles of Desmon are allocated to the Commercial Foodservice Equipment Group for segment reporting purposes. These assets are not expected to be deductible for tax purposes.

The Desmon 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 within the second quarter of each of the fiscal years 2016, 2017 and 2018, respectively, if Desmon exceeds certain sales targets for fiscal 2015, 2016 and 2017, respectively. The contractual obligation associated with the contingent earnout provision recognized on the acquisition date is $2.1 million.

Goldstein Eswood

On January 30, 2015, the company completed its acquisition of substantially all of the assets of J. Goldstein & Co. Pty. Ltd. ("Goldstein") and Eswood Australia Pty. Ltd. ("Eswood" and together with Goldstein, "Goldstein Eswood") for a purchase price of approximately $27.4 million. Goldstein is a leading manufacturer of cooking equipment including ranges, ovens, griddles, fryers and warming equipment and Eswood is a leading manufacturer of dishwashing equipment, both for the commercial foodservice industry and located in Smithfield, Australia. An additional payment is also due upon the achievement of certain financial targets. During the third quarter of 2015, 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 Goldstein acquisition is summarized as follows (in thousands):



	(as initially reported) Jan 30, 2015			Measurement Period Adjustments			(as adjusted) Jan 30, 2015
Current assets	$	8,036		$	—		$	8,036
Property, plant and equipment	8,690			—			8,690
Goodwill	8,493			(2,727		)	5,766
Other intangibles	5,648			3,113			8,761
Current liabilities	(1,806		)	(202		)	(2,008		)
Other non-current liabilities	(1,655		)	(184		)	(1,839		)

Consideration paid at closing	$	27,406		$	—		$	27,406

Contingent consideration	1,655			183			1,838

Net assets acquired and liabilities assumed	$	29,061		$	183		$	29,244

The goodwill and $2.8 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 less than $0.1 million allocated to backlog, which are to be amortized over periods of 7 years and 3 months, respectively. Goodwill and other intangibles of Goldstein Eswood are allocated to the Commercial Foodservice Equipment Group for segment reporting purposes. These assets are expected to be deductible for tax purposes.

The Goldstein Eswood 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 within the second quarter of each of the fiscal years 2016 and 2017, respectively, if Goldstein Eswood exceeds certain sales targets for fiscal 2015 and 2016, respectively. The contractual obligation associated with the contingent earnout provision recognized on the acquisition date is $1.8 million.

Marsal

On February 10, 2015, the company completed its acquisition of certain assets of Marsal & Sons, Inc. ("Marsal"), a leading manufacturer of deck ovens for the commercial foodservice industry, for a purchase price of approximately $5.5 million. During the second quarter of 2015, the company finalized the working capital provision provided by the purchase agreement resulting in no adjustment to the purchase price.

The final allocation of cash paid for the Marsal acquisition is summarized as follows (in thousands) :



	(as initially reported) Feb 10, 2015			Measurement Period Adjustments			(as adjusted) Feb 10, 2015
Current assets	$	455		$	—		$	455
Property, plant and equipment	201			(6		)	195
Goodwill	3,012			6			3,018
Other intangibles	2,027			—			2,027
Current liabilities	(195		)	—			(195		)

Net assets acquired and liabilities assumed	$	5,500		$	—		$	5,500

The goodwill and $1.3 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also includes $0.5 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, 5 years and 3 months, respectively. Goodwill and other intangibles of Marsal are allocated to the Commercial Foodservice Equipment Group for segment reporting purposes. These assets are expected to be deductible for tax purposes.

Thurne

On April 7, 2015, the company completed its acquisition of certain assets of the High Speed Slicing business unit of Marel ("Thurne"), a leading manufacturer of slicing equipment for the food processing industry located in Norwich, United Kingdom, for a purchase price of approximately $12.6 million. During the second quarter of 2015, the company finalized the working capital provision provided for by the purchase agreement resulting in a refund from the seller of $2.7 million.

The final allocation of cash paid for the Thurne acquisition is summarized as follows (in thousands):



	(as initially reported) Apr 7, 2015			Measurement Period Adjustments			(as adjusted) Apr 7, 2015
Current assets	$	3,419		$	(275	)	$	3,144
Property, plant and equipment	3,334			—			3,334
Goodwill	609			2,378			2,987
Other intangibles	3,625			(2,024		)	1,601
Current liabilities	(1,115		)	—			(1,115		)

Net assets acquired and liabilities assumed	$	9,872		$	79		$	9,951

The goodwill and $0.4 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also includes $0.6 million allocated to customer relationships, $0.6 million allocated to developed technology and $0.1 million allocated to backlog, which are to be amortized over periods of 9 years, 7 years, and 3 months, respectively. Goodwill and other intangibles of Thurne are allocated to the Food Processing Equipment Group for segment reporting purposes. These assets are expected to be deductible for tax purposes.

Induc

On May 30, 2015, the company completed its acquisition of certain assets of the Induc Commercial Electronics Co. Ltd. ("Induc"), a leading manufacturer of induction cooking equipment for the commercial foodservice industry located in Qingdao, China, for a purchase price of approximately $10.6 million. An additional deferred payment of approximately $1.5 million is also due to the seller on the second anniversary of the acquisition. An additional payment is also due upon the achievement of certain financial targets. During the second quarter of 2016, 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.

The final allocation of cash paid for the Induc acquisition is summarized as follows (in thousands):



	(as initially reported) May 30, 2015			Measurement Period Adjustments			(as adjusted) May 30, 2015
Current assets	$	1,705		$	(325	)	$	1,380
Property, plant and equipment	536			353			889
Goodwill	13,496			(979		)	12,517
Other intangibles	1,500			(300		)	1,200
Other assets	32			(32		)	—
Current liabilities	(854		)	854			—
Other non-current liabilities	(5,793		)	586			(5,207		)

Consideration paid at closing	$	10,622		$	157		$	10,779

Deferred payment	1,516			(44		)	1,472
Contingent consideration	4,276			(541		)	3,735

Net assets acquired and liabilities assumed	$	16,414		$	(428	)	$	15,986

The goodwill and $0.5 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also includes $0.7 million allocated to customer relationships, which is to be amortized over a period of 9 years. Goodwill and other intangibles of Induc are allocated to the Commercial Foodservice Equipment Group for segment reporting purposes. These assets are expected to be deductible for tax purposes.

The Induc 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 within the first quarter of each of the fiscal years 2018, 2019 and 2020, respectively, if Induc exceeds certain sales and earnings targets for fiscal 2017, 2018 and 2019, respectively. The contractual obligation associated with the contingent earnout provision recognized on the acquisition date is $3.7 million.

AGA

On September 23, 2015, the company completed its acquisition of all of the capital stock of AGA Rangemaster Group plc ("AGA") a leading manufacturer of residential kitchen equipment including ranges, ovens and refrigeration for a purchase price of approximately $184.7 million, net of cash acquired. AGA is headquartered in Leamington Spa, United Kingdom. During the fourth quarter of 2015, the company completed the purchase of the minority interest of an AGA subsidiary for approximately $4.3 million.

The final allocation of cash paid for the AGA acquisition is summarized as follows (in thousands):



	(as initially reported) Sep 23, 2015			Measurement Period Adjustments			(as adjusted) Sep 23, 2015
Cash	$	15,316		$	1,013		$	16,329
Current assets	163,216			(27,193		)	136,023
Property, plant and equipment	61,423			16,309			77,732
Goodwill	144,645			71,049			215,694
Other intangibles	190,000			(67,020		)	122,980
Deferred tax asset	5,306			9,439			14,745
Other assets	1,573			978			2,551
Current portion long-term debt	(30,703		)	21			(30,682		)
Current liabilities	(147,279		)	(16,929		)	(164,208		)
Long term debt	(138		)	(89		)	(227		)
Other non-current liabilities	(202,312		)	12,422			(189,890		)

Net assets acquired and liabilities assumed	$	201,047		$	—		$	201,047

The long-term deferred tax asset amounted to $14.7 million. These net assets are comprised of $35.7 million of assets related to pension liabilities, $2.4 million of assets related to federal net operating loss carry forwards and $3.5 million of assets related to the difference between the book and tax basis of tangible assets and liability accounts, net of $26.9 million of deferred tax liabilities related to the difference between the book and tax basis of identifiable intangible assets. Net operating loss carryforwards are subject to carryforward limitations.

The goodwill and $89.9 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also includes $32.2 million allocated to customer relationships and $0.8 million allocated to backlog, which are to be amortized over a period of 7 years and 3 months, respectively. Goodwill and other intangibles of AGA are allocated to the Residential Kitchen Equipment Group for segment reporting purposes. These assets are not expected to be deductible for tax purposes.

Lynx

On December 15, 2015, the company completed its acquisition of all of the capital stock of Lynx Grills, Inc. ("Lynx"), a leading manufacturer of premium residential outdoor equipment located in Downey, California, for a purchase price of approximately $84.0 million, net of cash acquired. During the third quarter of 2016, the company finalized the working capital provision provided for by the purchase agreement resulting in an additional payment to the seller of $0.3 million.

The final allocation of cash paid for the Lynx acquisition is summarized as follows (in thousands):



	(as initially reported) Dec 15, 2015			Preliminary Measurement Period Adjustments			(as adjusted) Dec 15, 2015
Cash	$	276		$	—		$	276
Current deferred tax asset	467			1,075			1,542
Current assets	18,630			(296		)	18,334
Property, plant and equipment	1,690			—			1,690
Goodwill	42,502			(4,600		)	37,902
Other intangibles	39,800			7,247			47,047
Other assets	130			—			130
Current liabilities	(6,208		)	(1,376		)	(7,584		)
Long term deferred tax liability	(12,589		)	(151		)	(12,740		)
Other non-current liabilities	(666		)	(1,613		)	(2,279		)

Net assets acquired and liabilities assumed	$	84,032		$	286		$	84,318

The current deferred tax assets and long term deferred tax liabilities amounted to $1.5 million and $12.7 million, respectively. These net liabilities are comprised of $16.7 million of deferred tax liabilities related to the difference between book and tax basis of identifiable intangible assets, net of $4.2 million related to federal and state net operating loss carryforwards and $1.3 million of assets arising from the difference between the book and tax basis of tangible assets and liability accounts. Federal and state net operating loss carryforwards are subject to carryforward limitations.

The goodwill and $31.4 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also includes $15.6 million allocated to customer relationships and less than $0.1 million allocated to backlog, which are to be amortized over a period of 8 years and 3 months, respectively. Goodwill and other intangibles of Lynx are allocated to the Residential Kitchen Equipment Group for segment reporting purposes. These assets are not expected to be deductible for tax purposes.

Emico

On May 20, 2016, the company completed its acquisition of certain assets of Emico Automated Bakery Equipment Solutions ("Emico"), manufacturer of high speed dough make-up bakery equipment located in Sante Fe Springs, California, for a purchase price of approximately $1.0 million. Additional deferred payments of approximately $1.6 million in aggregate are also due to the seller during the two year period subsequent to 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) May 20, 2016			Preliminary Measurement Period Adjustments			(as adjusted) May 20, 2016
Current assets	$	746		(65		)	681
Goodwill	1,816			142			1,958
Current liabilities	(934		)	(40		)	(974		)
Other non-current liabilities	(628		)	(37		)	(665		)

Consideration paid at closing	$	1,000		$	—		$	1,000

Deferred payments	1,559			77			1,636

Net assets acquired and liabilities assumed	$	2,559		$	77		$	2,636

The goodwill is subject to the non-amortization provisions of ASC 350 and is 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.

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 $207.7 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.



	(as initially reported) May 31, 2016			Preliminary Measurement Period Adjustments			(as adjusted) May 31, 2016
Cash	$	22,620		$	1,359		$	23,979
Current assets	41,602			(72		)	41,530
Property, plant and equipment	19,868			—			19,868
Goodwill	76,220			752			76,972
Other intangibles	82,450			—			82,450
Other assets	1,358			—			1,358
Current liabilities	(11,779		)	(2,039		)	(13,818		)
Other non-current liabilities	(616		)	—			(616		)

Net assets acquired and liabilities assumed	$	231,723		$	—		$	231,723

The goodwill and $55.0 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also includes $22.5 million allocated to customer relationships, $4.5 million allocated to developed technology and $0.5 million allocated to backlog, which are to be amortized over periods of 6 years, 6 years, and 3 months, respectively. These assets are 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 31, 2016 and January 2, 2016, assumes the 2015 acquisitions of Goldstein Eswood, Marsal, Induc, Thurne, AGA and Lynx and the 2016 acquisition of Follett were completed on January 4, 2015 (first day of fiscal 2015). 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):