ACQUISITIONS

Consistent with our growth strategy, we completed several acquisitions during 2015 and 2014 focused on strengthening our Protein and Liquid Foods portfolios.

Fiscal year 2015

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 $102.9 million, including a $3.0 million earnout. Consideration for the transaction was provided by cash on hand supplemented with borrowings under our revolving credit facility. A&B specializes in the design, manufacturing, automation and installation of liquid foods turnkey production systems. This acquisition, along with other recently completed acquisitions of ICS and SFDS, greatly strengthens JBT's Liquid Foods portfolio and our ability to provide complete solutions to customers.

This acquisition has been accounted for as a business combination. Tangible and identifiable intangible assets acquired and liabilities assumed were recorded at their respective estimated fair values. The excess of the consideration transferred over the estimated fair value of the net assets received has been recorded as goodwill. The factors that contributed to the recognition of goodwill primarily relate to acquisition-driven anticipated cost savings and revenue enhancement synergies coupled with the assembled workforce acquired that is not recognized separate and apart from goodwill as it is neither separable nor contractual in nature. We are currently assessing the amount of goodwill that we expect to be deductible for tax purposes.

Acquisition-related transaction costs totaling $0.4 million were recognized as other expense in the condensed consolidated statements of income at the time they were incurred.

Because the transaction was completed on October 1, 2015, the purchase accounting is preliminary as the final review of the valuation of intangible asset valuation report, valuation of income tax balances and residual goodwill related to this acquisition is not complete. These amounts are subject to adjustment as additional information is obtained within the measurement period (not to exceed 12 months from the acquisition date).

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



(In millions)
Assets:
Accounts receivable	$	15.7
Prepaids	0.6
Costs in excess of billings on projects in process	5.1
Inventories	1.0
Property, plant and equipment	18.1
Other Assets	0.2
Intangible assets:
Customer relationships	15.5
Tradename	3.5
Technological know-how - skidded systems	4.1
Technological know-how - tanks and vessels	1.3
Backlog	1.3
Noncompete agreements	1.0
Total assets	$	67.4

Liabilities:
Accounts payable	$	6.1
Other liabilities	3.3
Billings in excess of cost on projects in process	6.6
Earnout liability	3.0
Total liabilities	$	19.0

Cash consideration paid	$	99.9
Contingent consideration	3.0
Total purchase price	$	102.9

Goodwill	$	51.5

The customer relationships and tradename will be amortized over their estimated useful lives of eight and fourteen years, respectively. Technological know-how for skidded systems and tanks & vessels will be amortized over their terms of six and nine years, respectively. The noncompete agreements will be amortized over the contractual life of five years, and backlog will be amortized over six months, reflecting its expected pattern of use.

The A&B 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 fourth quarter of 2016 if A&B exceeds certain earnings targets for the period from May 1, 2015 through April 31, 2016. The contractual obligation associated with the contingent earnout provision recognized on the acquisition date is $3.0 million.

Stork Food and 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 46.2 million euro ($50.7 million), which is net of cash acquired of 1.0 million euro ($1.1 million). Consideration for the transaction was provided by cash on hand supplemented with borrowings under our revolving credit facility. SFDS develops, produces and supplies integrated aseptic processing /sterilization and filling systems to the beverage and food processing industries. This acquisition enables us to add complementary aseptic and thermal processing and filling technologies to our Liquid Foods product portfolio, and will significantly strengthen our ability to provide complete solutions to our customers in the global liquid foods industry.

Acquisition-related transaction costs totaling $1.9 million were recognized as other expense in the condensed consolidated statements of income at the time they were incurred.

Because the transaction was completed on July 31, 2015, the purchase accounting is preliminary as the final review of the valuation of intangible asset valuation report, valuation of income tax balances, pension balances and residual goodwill related to this acquisition is not complete. These amounts are subject to adjustment as additional information is obtained within the measurement period (not to exceed 12 months from the acquisition date).

Since the acquisition date we refined our estimates of the tradename by ($11.9 million), customer relationships by $2.0 million, and deferred tax liabilities by ($2.6 million). The impact of these adjustments was reflected as an increase in goodwill of $7.4 million, and had an immaterial impact to the consolidated statement of income.

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



(In millions)
Assets:
Cash	$	1.1
Accounts receivable	10.0
Other receivables	2.5
Inventories	4.8
Costs in excess of billings on projects in process	7.8
Property, plant and equipment	9.8
Intangible assets:
Tradename	0.2
Customer relationships	4.1
Patents	3.9
Deferred tax asset	1.1
Total assets	$	45.3

Liabilities:
Accounts payable	$	9.2
Billings in excess of costs on projects in process	7.6
Other liabilities	10.2
Deferred taxes	3.3
Total liabilities	$	30.3

Total purchase price	$	51.8

Goodwill	$	36.8

The tradename, patents and customer relationships will be amortized over their estimated useful lives of seventeen months, seven years, and fifteen years, respectively.

Fiscal year 2014

Wolf-Tec Acquisition

On December 1, 2014, John Bean Technologies Corporation and its wholly-owned subsidiaries JBT Holdings, LLC and John Bean Technologies Limited, acquired substantially all of the assets and assumed certain liabilities of Wolf-Tec, Inc. (Wolf-Tec) for $53.7 million in cash, which is net of cash acquired of $0.2 million. Consideration for the transaction was provided by cash on hand supplemented with borrowings under our revolving line of credit. The acquisition enables us to better meet customer needs through an expanded portfolio of Protein equipment and solutions. Our product lines and those of Wolf-Tec are highly complementary, with equipment of both companies frequently utilized on the same production line. The acquisition also provides us with further entry into the beef, pork, and seafood processing markets. The acquisition is strategic in that Wolf-Tec has a strong brand presence, excellent technology and is renowned for its sales and customer support. The acquisition of Wolf-Tec combined with our global reach will create strong future growth opportunities.

This acquisition has been accounted for as a business combination. Tangible and identifiable intangible assets acquired and liabilities assumed were recorded at their respective estimated fair values. The excess of the consideration transferred over the estimated fair value of the net assets received has been recorded as goodwill. The factors that contributed to the recognition of goodwill primarily relate to acquisition-driven anticipated cost savings,revenue enhancement synergies in our Protein business and the acquisition of an assembled workforce. Approximately $13.4 million of the goodwill is expected to be deductible for tax purposes. Acquisition-related costs totaling $0.7 million were classified as other expense at the time they were incurred.

During the quarter ended December 31, 2015 we revised our cash balance by ($0.2 million), other liabilities by $0.4 million, and customer relationships by ($0.3 million) which resulted in an increase in goodwill of $0.9 million. No other significant refinements of the valuation occurred during the quarter. Adjustments during the year ended December 31, 2015 included net refinements to cash of ($0.2 million), customer relationships of $2.4 million, intellectual property of ($3.4 million), tradename of $1.5 million, non-compete of $0.8 million, deferred tax assets of $0.9 million, other liabilities of ($0.7 million), and other immaterial refinements of accounts receivable, inventory, and property, plant and equipment. The net impact of these adjustments was reflected as a net decrease in goodwill of $3.3 million, and resulted in an immaterial impact to the consolidated statement of income.

The following table summarizes the fair values recorded for the assets acquired and liabilities assumed for Wolf-Tec:



(In millions)
Assets:
Cash	$	—
Accounts receivable	2.3
Other current assets	0.3
Inventories	6.5
Property, plant and equipment	7.7
Intangible assets:
Customer relationships	17.0
Intellectual property	2.8
Tradename	1.5
Noncompete agreement	0.8
Backlog & other assets	0.3
Deferred tax asset	0.9
Total assets	$	40.1

Liabilities:
Accounts payable	1.7
Deferred revenue	0.3
Other liabilities	1.7
Total liabilities	$	3.7

Total purchase price	$	53.9

Goodwill	$	17.5

The customer relationships, intellectual property and tradename will be amortized over their estimated useful lives of fifteen, ten, and ten years, respectively. The non-compete agreement will be amortized over its term of five years and the backlog asset will be amortized over four months, reflecting its expected pattern of use.

ICS Solutions Acquisition

On July 1, 2014, we completed the acquisition of 100% of the outstanding shares of ICS Solutions, a subsidiary of Stork Food & Dairy Systems B.V., for cash consideration of $35.7 million, which is net of cash acquired of $10.0 million. We funded this acquisition with cash on hand as well as borrowings against our revolving line of credit. ICS Solutions, located in Amsterdam, The Netherlands and Gainesville, Georgia, is a worldwide leader in the engineering, installation and servicing of high-capacity food preservation equipment. The acquisition was strategically important as ICS Solutions’ Hydromatic continuous sterilizer is complementary to our product portfolio of fillers, seamers and in-container sterilization technologies. With this acquisition, we have leveraged our worldwide presence and are providing a complete range of high-capacity, in-container sterilization solutions to our customers in the growing global beverage, dairy and canning industries. In addition, this acquisition is allowing us to improve operational effectiveness as well as enhance sales and service support for our customers through the combination of the businesses.

This acquisition has been accounted for as a business combination. Tangible and identifiable intangible assets acquired and liabilities assumed were recorded at their respective estimated fair values. The excess of the consideration transferred over the estimated fair value of the net assets acquired has been recorded as goodwill. The factors that contributed to the recognition of goodwill primarily relate to expected synergistic benefits from the expansion of our in-container product portfolio. Approximately $1.1 million of the goodwill is expected to be deductible for tax purposes. Acquisition-related costs totaling $0.9 million were recognized as other expense in the condensed consolidated statements of income at the time they were incurred.

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



Assets:
Cash	$	10.0
Accounts receivable	2.3
Inventories	0.4
Property, plant and equipment	0.1
Intangible assets:
Customer relationships	15.7
Other intangible assets	8.4
Total assets	$	36.9

Liabilities:
Accounts payable	$	1.3
Deferred revenue	2.3
Other liabilities	2.4
Deferred taxes	4.1
Total liabilities	$	10.1

Total purchase price	$	45.7

Goodwill	$	18.9

The customer relationship and other intangible assets will be amortized over a weighted-average useful life of approximately twelve years.

Formcook Acquisition

During the first quarter of 2014, John Bean Technologies AB (JBT AB), our wholly-owned subsidiary, acquired certain assets and liabilities of Helsingborg, Sweden-based Formcook AB, a regional leader in designing, manufacturing and servicing custom-built industrial cooking and forming technologies for the food processing industry. This transaction was accounted for as a business combination. The purchase price was less than $2 million. While the acquisition was not material to our 2014 results, it is strategically important to our efforts to strengthen our Protein portfolio.

The pro forma impact of these acquisitions is not material individually or in the aggregate and as such, is not presented.