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 and food processing 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 date of acquisition.

Beech

On April 12, 2011, the company completed its acquisition of all of the capital stock of J.W. Beech Pty. Ltd., together with its subsidiary, Beech Ovens Pty. Ltd. (collectively “Beech”), a leading manufacturer of stone hearth ovens for the commercial foodservice industry for a purchase price of approximately $13.0 million, net of cash acquired. During the first quarter of 2012, the company finalized the working capital provision provided for by the purchase agreement resulting in no additional payments.

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



	(as initially reported) Apr 12, 2011			Measurement Period Adjustments			(as adjusted) Apr 12, 2011
Cash	$	525		$	—		$	525
Current assets	1,145			(299		)	846
Property, plant and equipment	57			—			57
Goodwill	11,433			(192		)	11,241
Other intangibles	2,317			(294		)	2,023
Current liabilities	(1,100		)	(41		)	(1,141		)
Other non-current liabilities	(893		)	826			(67		)

Net assets acquired and liabilities assumed	$	13,484		$	—		$	13,484

The goodwill and $1.9 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also includes $0.1 million allocated to backlog which is to be amortized over a period of 3 months. Goodwill and other intangibles of Beech are allocated to the Commercial Foodservice Equipment Group for segment reporting purposes. These assets are expected to be deductible for tax purposes.

Lincat Group

On May 27, 2011, the company completed its acquisition of Lincat Group PLC (“Lincat”), a leading manufacturer of ranges, ovens, and counterline equipment for the commercial foodservice industry for a purchase price of approximately $82.1 million, net of cash acquired.

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



	(as initially reported) May 27, 2011			Measurement Period Adjustments			(as adjusted) May 27, 2011
Cash	$	12,392		$	—		$	12,392
Current assets	16,992			(29		)	16,963
Property, plant and equipment	14,368			—			14,368
Goodwill	45,765			(7,274		)	38,491
Other intangibles	31,343			1,976			33,319
Current liabilities	(10,924		)	1,174			(9,750		)
Long-term deferred tax liability	(13,803		)	4,153			(9,650		)
Other non-current liabilities	(1,611		)	—			(1,611		)

Net assets acquired and liabilities assumed	$	94,522		$	—		$	94,522

The goodwill and $15.2 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also includes $17.6 million allocated to customer relationships and $0.5 million allocated to backlog, which are to be amortized over periods of 5 years and 3 months, respectively. Goodwill and other intangibles of Lincat are allocated to the Commercial Foodservice Equipment Group for segment reporting purposes. These assets are not expected to be deductible for tax purposes.

Danfotech

On July 5, 2011, the company completed its acquisition of all of the capital stock of Danfotech Inc. (“Danfotech”), a manufacturer of meat presses and defrosting equipment for the food processing industry for a purchase price of approximately $6.1 million, net of cash acquired. The purchase price is subject to adjustment based upon a working capital provision within the purchase agreements. Pursuant to terms of the purchase agreement, in December 2011 the company purchased additional assets from the sellers of Danfotech for approximately $0.7 million. An additional contingent payment is also payable upon the achievement of certain sales targets. During the first quarter of 2012, the company finalized the working capital provision provided for by the purchase agreement resulting in a refund from the seller in the amount of $0.4 million.

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



	(as initially reported) Jul 5, 2011			Measurement Period Adjustments			(as adjusted) Jul 5, 2011
Cash	$	165		$	—		$	165
Deferred tax asset	—			235			235
Current assets	1,073			(370		)	703
Property, plant and equipment	102			(55		)	47
Goodwill	3,423			2,255			5,678
Other intangibles	1,864			(778		)	1,086
Other assets	4			—			4
Current liabilities	(309		)	(807		)	(1,116		)
Long-term deferred tax liability	(46		)	(91		)	(137		)
Other non-current liabilities	—			(750		)	(750		)

Consideration paid at closing	$	6,276		$	(361	)	$	5,915

Additional assets acquired post closing	—			730			730
Contingent consideration	1,500			—			1,500

Net assets acquired and liabilities assumed	$	7,776		$	369		$	8,145

The long term deferred tax liabilities amounted to $0.1 million. This net liability represents less than $0.1 million arising from the difference between the book and tax basis of tangible assets and $0.1 million related to the difference between the book and tax basis of identifiable intangible assets.

The goodwill and $0.6 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also includes $0.4 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, 3 years and 3 months, respectively. Goodwill and other intangibles of Danfotech are allocated to the Food Processing Equipment Group for segment reporting purposes. These assets are not expected to be deductible for tax purposes.

Maurer

On July 22, 2011, the company completed its acquisition of substantially all of the assets of Maurer-Atmos GmbH (“Maurer”), a manufacturer of batch ovens and thermal processing systems for the food processing industry for a purchase price of approximately $3.3 million. In the fourth quarter of 2011, pursuant to terms of the purchase agreement, the purchase price was adjusted to reflect the final valuation of acquired inventories, resulting in a net reduction of approximately $0.6 million.

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



	(as initially reported) Jul 22, 2011			Measurement Period Adjustments			(as adjusted) Jul 22, 2011
Current assets	$	1,673		$	(668	)	$	1,005
Property, plant and equipment	628			—			628
Goodwill	870			350			1,220
Other intangibles	922			—			922
Current liabilities	(246		)	(265		)	(511		)

Net assets acquired and liabilities assumed	$	3,847		$	(583	)	$	3,264

The goodwill and $0.6 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also includes $0.3 million allocated to customer relationships and less than $0.1 million allocated to developed technology, which are to be amortized over periods of 4 years and 3 years, respectively. Goodwill and other intangibles of Maurer are allocated to the Food Processing Equipment Group for segment reporting purposes. These assets are expected to be deductible for tax purposes.

Auto-Bake

On August 1, 2011, the company completed its acquisition of all of the capital stock of Auto-Bake Proprietary Limited (“Auto-Bake”), a manufacturer of automated baking ovens for the food processing industry for a purchase price of approximately $22.5 million, net of cash acquired. During the fourth quarter of 2011, the company finalized the working capital provision provided for by the purchase agreement resulting in no additional adjustment to the purchase price.

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



	(as initially reported) Aug 1, 2011			Measurement Period Adjustments			(as adjusted) Aug 1, 2011
Cash	$	110		$	—		$	110
Current assets	3,209			47			3,256
Property, plant and equipment	477			—			477
Goodwill	16,259			1,865			18,124
Other intangibles	6,784			(2,726		)	4,058
Other assets	336			(11		)	325
Current liabilities	(2,506		)	8			(2,498		)
Long-term deferred tax liability	(2,035		)	817			(1,218		)

Net assets acquired and liabilities assumed	$	22,634		$	—		$	22,634

The goodwill and $2.0 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also includes $1.9 million allocated to customer relationships and $0.2 million allocated to backlog, which are to be amortized over periods of 5 years and 3 months, respectively. Goodwill and other intangibles of Auto-Bake are allocated to the Food Processing Equipment Group for segment reporting purposes. These assets are not expected to be deductible for tax purposes.

Drake

On December 2, 2011, the company completed its acquisition of all of the capital stock of the F.R. Drake Company (“Drake”), a manufacturer of automated loading systems for the food processing industry for a purchase price of approximately $21.7 million, net of cash acquired. During the second quarter of 2012, the company finalized the working capital provision provided for by the purchase agreement resulting in an additional payment to the seller of $0.4 million.

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



	(as initially reported) Dec 2, 2011			Measurement Period Adjustments			(as adjusted) Dec 2, 2011

Cash	$	427		$	—		$	427
Deferred tax asset	390			56			446
Current assets	4,245			(213		)	4,032
Property, plant and equipment	1,773			—			1,773
Goodwill	15,237			474			15,711
Other intangibles	5,810			—			5,810
Other assets	9			—			9
Current liabilities	(3,334		)	54			(3,280		)
Long-term deferred tax liability	(2,395		)	32			(2,363		)

Net assets acquired and liabilities assumed	$	22,162		$	403		$	22,565

The current deferred tax asset and long term deferred tax liability amounted to $0.4 million and $2.4 million, respectively. The current deferred tax asset represents $0.4 million of assets arising from the difference between the book and tax basis of tangible asset and liability accounts. The net long term deferred tax liability is comprised of $0.1 million arising from the difference between the book and tax basis of tangible assets and liability accounts and $2.3 million related to the difference between the book and tax basis of identifiable intangible assets.

The goodwill and $3.2 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also includes $2.5 million allocated to customer relationships and $0.1 million allocated to backlog, which are to be amortized over periods of 5 years and 1 month, respectively. Goodwill and other intangibles of Drake are allocated to the Food Processing Equipment Group for segment reporting purposes. These assets are not expected to be deductible for tax purposes.

Armor Inox

On December 21, 2011, the company completed its acquisition of all of the capital stock ofArmor Inox, S.A., together with its subsidiaries Armor Inox Production S.a.r.l and Armor Inox UK Ltd (collectively “Armor Inox”, a manufacturer of thermal processing systems for the food processing industry for a purchase price of approximately $28.7 million, net of cash acquired.

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



	(as initially reported) Dec 21, 2011			Measurement Period Adjustments			(as adjusted) Dec 21, 2011

Cash	$	18,201		$	—		$	18,201
Current assets	14,612			(958		)	13,654
Property, plant and equipment	941			630			1,571
Goodwill	23,789			2,346			26,135
Other intangibles	12,155			(2,735		)	9,420
Other assets	25			—			25
Current liabilities	(18,440		)	(186		)	(18,626		)
Long-term deferred tax liability	(3,975		)	903			(3,072		)
Other non-current liabilities	(450		)	—			(450		)

Net assets acquired and liabilities assumed	$	46,858		$	—		$	46,858

The goodwill and $3.4 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also includes $1.1 million allocated to customer relationships, $1.1 million allocated to developed technology and $3.8 million allocated to backlog, which are to be amortized over periods of 6 years, 7 years and 2 years, respectively. Goodwill and other intangibles of Armor Inox are allocated to the Food Processing Equipment Group for segment reporting purposes. These assets are not expected to be deductible for tax purposes.

Baker

On March 14, 2012, the company completed its acquisition of certain assets of Turkington USA, LLC (now known as Baker Thermal Solutions "Baker"), a manufacturer of automated baking ovens for the food processing industry, for a purchase price of approximately $10.3 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) Mar 14, 2012			Measurement Period Adjustments			(as adjusted) Mar 14, 2012

Current assets	$	4,617		$	(2,176	)	$	2,441
Property, plant and equipment	221			—			221
Goodwill	5,797			1,427			7,224
Other intangibles	—			750			750
Current liabilities	(385		)	(1		)	(386		)
Net assets acquired and liabilities assumed	$	10,250		$	—		$	10,250

The goodwill is subject to the non-amortization provisions of ASC 350. Other intangibles includes $0.8 million allocated to customer relationships, which are being amortized over 5 years. Goodwill of Baker is 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.

Stewart

On September 5, 2012, the company completed its acquisition of certain assets of Stewart Systems Global, LLC ("Stewart"), a manufacturer of automated proofing and oven baking systems for the food processing industry, for a purchase price of approximately $27.8 million. An additional payment is also payable upon the achievement of certain financial targets. The purchase price is subject to adjustment based upon a working capital provision within the purchase agreement. The company expects to finalize this in the first quarter of 2013.



	(as initially reported) Sep 5, 2012			Measurement Period Adjustments			(as adjusted) Sep 5, 2012

Cash	$	—		$	244		$	244
Current assets	11,839			(715		)	11,124
Property, plant and equipment	653			(11		)	642
Goodwill	17,886			(2,142		)	15,744
Other intangibles	6,850			3,310			10,160
Current liabilities	(5,228		)	(469		)	(5,697		)
Other non-current liabilities	(4,000		)	(217		)	(4,217		)
Consideration paid at closing	$	28,000		$	—		$	28,000

Contingent consideration	4,000			—			4,000
Net assets acquired and liabilities assumed	$	32,000		$	—		$	32,000

The goodwill and $4.5 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also includes $5.3 million allocated to customer relationships and $0.4 million allocated to backlog, which are being amortized over periods of 5 years and 6 months, respectively. Goodwill and other intangibles of Stewart are allocated to the Food Processing Equipment Group for segment reporting purposes. These assets are expected to be deductible for tax purposes.

The Stewart purchase agreement includes an earnout provision providing for a contingent payment due the sellers to the extent certain financial targets are exceeded. This earnout is payable within the first quarters of 2014 and 2015, respectively, if Stewart exceeds certain sales and earnings targets for fiscal 2013 and 2014. The contractual obligation associated with the contingent earnout provision recognized on the acquisition date is $4.0 million.

Nieco

On October 31, 2012, the company completed its acquisition of Nieco Corporation, ("Nieco"), a leading manufacturer of automated broilers for the commercial foodservice industry, for a purchase price of approximately $23.9 million. An additional payment is also payable upon the achievement of certain financial targets. The purchase price is subject to adjustment based upon a working capital provision within the purchase agreement. The company expects to finalize this in the first quarter of 2013.



	(as initially reported) Oct 31, 2012

Cash	$	140
Current assets	4,011
Property, plant and equipment	268
Goodwill	18,855
Other intangibles	5,620
Current liabilities	(1,836		)
Other non-current liabilities	(3,058		)
Consideration paid at closing	$	24,000

Contingent consideration	3,058
Net assets acquired and liabilities assumed	$	27,058

The goodwill and $2.5 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also includes $3.0 million allocated to customer relationships and $0.1 million allocated to backlog, which are being amortized over periods of 4 years and 3 months, respectively. Goodwill and other intangibles of Nieco are allocated to the Commercial Foodservice Equipment Group for segment reporting purposes. These assets are expected to be deductible for tax purposes.

The Nieco purchase agreement includes an earnout provision providing for a contingent payment due the sellers to the extent certain financial targets are exceeded. This earnout is payable within the first quarters of 2014 and 2015, respectively, if Nieco exceeds certain sales and earnings targets for fiscal 2013 and 2014. The contractual obligation associated with the contingent earnout provision recognized on the acquisition date is $3.1 million.

Pro forma financial information

In accordance with ASC 805 “Business Combinations”, the following unaudited pro forma results of operations for the years ended December 29, 2012 and December 31, 2011, assumes the 2012 acquisitions of Baker, Stewart and Nieco and the 2011 acquisitions of Beech, Lincat, Danfotech, Maurer, Auto-Bake, Drake and Armor Inox were completed on January 2, 2011. 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 29, 2012		December 31, 2011
Net sales	$	1,074,910	$	1,001,467
Net earnings	124,167		102,304

Net earnings per share:
Basic	6.80		5.68
Diluted	6.68		5.52

The supplemental pro forma financial information presented above has been prepared for comparative purposes and is not necessarily indicative of either the results of operations that would have occurred had the acquisitions of these companies been effective on January 2, 2011 nor are they indicative of any future results. Also, the pro forma financial information does not reflect the costs which the company has incurred or may incur to integrate Beech, Lincat, Danfotech, Maurer, Auto-Bake, Drake, Armor Inox, Baker, Stewart and Nieco.