Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
Part II. Other Information
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 6. Exhibits
Exhibits
EX-31.1
midd-ex311x2018092918x10q.htm
EX-31.2
midd-ex312x2018092918x10q.htm
EX-32.1
midd-ex321x2018092918x10q.htm
EX-32.2
midd-ex322x2018092918x10q.htm
Middleby Earnings 2018-09-29
MIDD 10Q Quarterly Report
Balance Sheet
Income Statement
Cash Flow
10-Q 1 middleby10-qq32018.htm 10-Q Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 29, 2018
or
o
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission File No. 1-9973
THE MIDDLEBY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
36-3352497
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification Number)
1400 Toastmaster Drive, Elgin, Illinois
60120
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code:
(847) 741-3300
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No o
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “accelerated filer, large accelerated filer, smaller reporting and emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x
Accelerated filer o
Non-accelerated filer o
Smaller reporting company o
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of November 2, 2018, there were 55,846,662 shares of the registrant's common stock outstanding.
Common stock, $0.01 par value; 62,735,903 and 62,619,865 shares issued in 2018 and 2017, respectively
145
145
Paid-in capital
380,190
374,922
Treasury stock, at cost; 6,889,241 and 6,889,241 shares in 2018 and 2017, respectively
(445,118
)
(445,118
)
Retained earnings
1,914,394
1,697,618
Accumulated other comprehensive loss
(275,978
)
(266,419
)
Total stockholders' equity
1,573,633
1,361,148
Total liabilities and stockholders' equity
$
4,578,609
$
3,339,713
See accompanying notes
1
THE MIDDLEBY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands, Except Per Share Data)
(Unaudited)
Three Months Ended
Nine Months Ended
Sep 29, 2018
Sep 30, 2017
Sep 29, 2018
Sep 30, 2017
Net sales
$
713,331
$
593,043
$
1,966,259
$
1,702,683
Cost of sales
452,171
364,524
1,242,707
1,030,106
Gross profit
261,160
228,519
723,552
672,577
Selling, general and administrative expenses
141,372
114,857
399,328
351,473
Restructuring expenses
12,111
4,218
18,245
17,437
Gain on sale of plant
—
—
—
(12,042
)
Income from operations
107,677
109,444
305,979
315,709
Interest expense and deferred financing amortization, net
19,143
6,550
38,370
18,057
Net periodic pension benefit (other than service costs)
(9,225
)
(8,813
)
(28,046
)
(25,763
)
Other (income) expense, net
(260
)
(1,068
)
371
1,101
Earnings before income taxes
98,019
112,775
295,284
322,314
Provision for income taxes
25,114
38,104
72,971
99,372
Net earnings
$
72,905
$
74,671
$
222,313
$
222,942
Net earnings per share:
Basic
$
1.31
$
1.31
$
4.00
$
3.91
Diluted
$
1.31
$
1.31
$
4.00
$
3.91
Weighted average number of shares
Basic
55,577
56,810
55,575
57,070
Dilutive common stock equivalents1
—
—
—
—
Diluted
55,577
56,810
55,575
57,070
Comprehensive income
$
69,027
$
84,320
$
212,754
$
252,372
1There were no anti-dilutive equity awards excluded from common stock equivalents for any period presented.
See accompanying notes
2
THE MIDDLEBY CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
Nine Months Ended
Sep 29, 2018
Sep 30, 2017
Cash flows from operating activities--
Net earnings
$
222,313
$
222,942
Adjustments to reconcile net earnings to net cash provided by operating activities--
Depreciation and amortization
66,455
49,276
Non-cash share-based compensation
5,268
6,478
Deferred income taxes
13,312
21,369
Gain on sale of plant
—
(12.042
)
Impairment of property, plant and equipment
783
2.894
Non-cash restructuring
5,179
—
Changes in assets and liabilities, net of acquisitions
Accounts receivable, net
(38,936
)
13,834
Inventories, net
(25,604
)
(19,967
)
Prepaid expenses and other assets
10,400
(3,359
)
Accounts payable
24,625
(17,639
)
Accrued expenses and other liabilities
(31,748
)
(58,894
)
Net cash provided by operating activities
252,047
204,892
Cash flows from investing activities--
Additions to property, plant and equipment
(32,552
)
(42,434
)
Proceeds on sale of property, plant and equipment
—
14,278
Purchase of Tradename
(5,399
)
—
Acquisitions, net of cash acquired
(1,147,738
)
(159,458
)
Net cash used in investing activities
(1,185,689
)
(187,614
)
Cash flows from financing activities--
Proceeds under Credit Facility
1,520,225
489,484
Repayments under Credit Facility
(588,911
)
(272,185
)
Net repayments under international credit facilities
(6,997
)
(1,062
)
Net repayments under other debt arrangement
(3
)
(26
)
Payments of deferred purchase price
(692
)
—
Repurchase of treasury stock
—
(224,996
)
Net cash provided by (used by) financing activities
923,622
(8,785
)
Effect of exchange rates on cash and cash equivalents
(3,046
)
4,748
Changes in cash and cash equivalents--
Net (decrease) increase in cash and cash equivalents
(13,066
)
13,241
Cash and cash equivalents at beginning of year
89,654
68,485
Cash and cash equivalents at end of period
$
76,588
$
81,726
Non-cash investing and financing activities:
Stock issuance related to the acquisition of CVP Systems
$
—
$
12,330
See accompanying notes
3
THE MIDDLEBY CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 29, 2018
(Unaudited)
1)
Summary of Significant Accounting Policies
A)
Basis of Presentation
The condensed consolidated financial statements have been prepared by The Middleby Corporation (the "company" or “Middleby”), pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The financial statements are unaudited and certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the company believes that the disclosures are adequate to make the information not misleading. These financial statements should be read in conjunction with the financial statements and related notes contained in the company's 2017 Form 10-K. The company’s interim results are not necessarily indicative of future full year results for the fiscal year 2018.
In the opinion of management, the financial statements contain all adjustments, which are normal and recurring in nature, necessary to present fairly the financial position of the company as of September 29, 2018 and December 30, 2017, the results of operations for the three and nine months ended September 29, 2018 and September 30, 2017 and cash flows for the nine months ended September 29, 2018 and September 30, 2017.
Certain prior year amounts have been reclassified to be consistent with current year presentation, including the non-operating components of pension benefit previously reported in Selling, general and administrative expenses to Net periodic pension benefit (other than service cost).
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses. Significant estimates and assumptions are used for, but are not limited to, allowances for doubtful accounts, reserves for excess and obsolete inventories, long-lived and intangible assets, warranty reserves, insurance reserves, income tax reserves, non-cash share-based compensation and post-retirement obligations. Actual results could differ from the company's estimates.
B)
Non-Cash Share-Based Compensation
The company estimates the fair value of market-based stock awards and stock options at the time of grant and recognizes compensation cost over the vesting period of the awards and options. Non-cash share-based compensation expense was $3.5 million and less than $0.1 million for the three months period ended September 29, 2018 and September 30, 2017, respectively. Non-cash share-based compensation expense was $5.3 million and $6.5 million for the nine months period ended September 29, 2018 and September 30, 2017, respectively.
C)
Income Taxes
A tax provision of $73.0 million, at an effective rate of 24.7%, was recorded during the nine months period ended September 29, 2018, as compared to a $99.4 million tax provision at a 30.8% in the prior year period. In comparison to the prior year period, the tax provision reflects a lower federal tax rate of 21.0%, as opposed to 35.0% in 2017, partially offset by additional taxes due under the Tax Cuts and Jobs Act of 2017. The 2017 tax provision was lower than the statutory rate of 35.0% primarily due to a discrete tax benefit recognized as a result of the adoption of ASU No. 2016-09, "Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Accounting". During the nine months ended September 30, 2018, we have not recorded any measurement period adjustments to the provisional estimates recorded at December 31, 2017. Final accounting for these impacts is expected in the fourth quarter of 2018, subsequent to the company's completion of 2017 tax returns.
4
D)
Fair Value Measures
Accounting Standards Codification ("ASC") 820 "Fair Value Measurements and Disclosures" defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 establishes a fair value hierarchy, which prioritizes the inputs used in measuring fair value into the following levels:
Level 1 – Quoted prices in active markets for identical assets or liabilities.
Level 2 – Inputs, other than quoted prices in active markets, that are observable either directly or indirectly.
Level 3 – Unobservable inputs based on our own assumptions.
The company’s financial liabilities that are measured at fair value and are categorized using the fair value hierarchy are as follows (in thousands):
Fair Value
Level 1
Fair Value
Level 2
Fair Value
Level 3
Total
As of September 29, 2018
Financial Assets:
Interest rate swaps
$
—
$
26,485
$
—
$
26,485
Financial Liabilities:
Contingent consideration
$
—
$
—
$
4,070
$
4,070
As of December 30, 2017
Financial Assets:
Interest rate swaps
$
—
$
10,266
$
—
$
10,266
Financial Liabilities:
Contingent consideration
$
—
$
—
$
1,780
$
1,780
The contingent consideration as of September 29, 2018 relates to the earnout provision recorded in conjunction with the acquisitions of Scanico A/S ("Scanico") and Josper S.A ("Josper"). The contingent consideration as of December 30, 2017 relates to the earnout provisions recorded in conjunction with the acquisitions of Scanico and Desmon Food Service Equipment Company ("Desmon").
The earnout provisions associated with these acquisitions are based upon performance measurements related to sales and earnings, as defined in the respective purchase agreements. On a quarterly basis, the company assesses the projected results for each of the acquired businesses in comparison to the earnout targets and adjusts the liability accordingly.
E) Consolidated Statements of Cash Flows
Cash paid for interest was $35.9 million and $17.4 million for the nine months ended September 29, 2018 and September 30, 2017, respectively. Cash payments totaling $61.3 million and $96.7 million were made for income taxes for the nine months ended September 29, 2018 and September 30, 2017, respectively.
5
2)
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. 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 dates of acquisition.
The following represents the company's more significant acquisitions in 2018 and 2017. The company also made smaller acquisitions not listed below which are individually and collectively immaterial.
Burford
On May 1, 2017, the company completed its acquisition of all of the capital stock of Burford Corp. ("Burford"). Burford is a leading manufacturer of industrial baking equipment for the food processing industry located in Maysville, Oklahoma, for a purchase price of approximately $14.8 million, net of cash acquired. During the fourth quarter of 2017, 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 Burford acquisition is summarized as follows (in thousands):
(as initially reported) May 1, 2017
Measurement Period Adjustments
(as adjusted) May 1, 2017
Cash
$
2,514
$
—
$
2,514
Current assets
6,424
104
6,528
Property, plant and equipment
656
(13
)
643
Goodwill
7,289
997
8,286
Other intangibles
4,900
1,840
6,740
Current liabilities
(2,254
)
(665
)
(2,919
)
Long term deferred tax liability
(1,840
)
224
(1,616
)
Other non-current liabilities
—
(2,836
)
(2,836
)
Net assets acquired and liabilities assumed
$
17,689
$
(349
)
$
17,340
The long term deferred tax liability amounted to $1.6 million. The net deferred tax liability is comprised of $2.7 million of deferred tax liability related to the difference between the book and tax basis of identifiable intangible assets, net of $0.4 million of deferred tax asset related to federal and state net operating loss carryforwards and $0.7 million of deferred tax asset arising from the difference between the book and tax basis of identifiable tangible asset and liability accounts.
The goodwill and $2.7 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also include $3.1 million allocated to customer relationships, $0.7 million allocated to developed technology and $0.3 million allocated to backlog, which are to be amortized over periods of 6 years, 7 years and 3 months, respectively. Goodwill and other intangibles of Burford are allocated to the Food Processing Equipment Group for segment reporting purposes. These assets are not expected to be deductible for tax purposes.
6
CVP Systems
On June 30, 2017, the company completed its acquisition of all of the capital stock of CVP Systems, Inc. ("CVP Systems"), a leading manufacturer of high-speed packaging systems for the meat processing industry located in Downers Grove, Illinois, for a purchase price of $29.8 million, net of cash acquired. The purchase price included $18.0 million in cash and 106,254 shares of Middleby common stock valued at $12.3 million. During the second quarter of 2018, the company finalized the working capital provision provided for by the purchase agreement resulting in a refund from the seller of $0.5 million.
The final allocation of consideration paid for the CVP Systems acquisition is summarized as follows (in thousands):
(as initially reported) June 30, 2017
Measurement Period Adjustments
(as adjusted) June 30, 2017
Cash
$
621
$
—
$
621
Current assets
5,973
(1,435
)
4,538
Property, plant and equipment
238
(91
)
147
Goodwill
20,297
(695
)
19,602
Other intangibles
8,700
4,350
13,050
Current liabilities
(1,532
)
(581
)
(2,113
)
Long term deferred tax liability
(3,168
)
(443
)
(3,611
)
Other non-current liabilities
—
(1,833
)
(1,833
)
Net assets acquired and liabilities assumed
$
31,129
$
(728
)
$
30,401
The long term deferred tax liability amounted to $3.6 million. The net liability is comprised of $5.0 million of deferred tax liability related to the difference between the book and tax basis of identifiable intangible assets, net of $0.6 million of deferred tax asset related to federal and state net operating loss carryforwards and $0.8 million of deferred tax asset arising from the difference between the book and tax basis of identifiable tangible asset and liability accounts.
The goodwill and $6.2 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also include $5.7 million allocated to customer relationships, $0.8 million allocated to developed technology and $0.3 million allocated to backlog, which are to be amortized over periods of 5 years, 7 years and 3 months, respectively. Goodwill and other intangibles of CVP Systems are allocated to the Food Processing Equipment Group for segment reporting purposes. These assets are not expected to be deductible for tax purposes.
7
Sveba Dahlen
On June 30, 2017, the company completed its acquisition of all of the capital stock of Sveba Dahlen Group ("Sveba Dahlen"), a developer and manufacturer of ovens and baking equipment for the commercial foodservice and industrial baking industries headquartered in Fristad, Sweden, for a purchase price of $81.4 million, net of cash acquired.
The final allocation of consideration paid for the Sveba Dahlen acquisition is summarized as follows (in thousands):
(as initially reported) June 30, 2017
Measurement Period Adjustments
(as adjusted) June 30, 2017
Cash
$
4,569
$
—
$
4,569
Current assets
22,686
(997
)
21,689
Property, plant and equipment
9,128
(431
)
8,697
Goodwill
33,785
4,330
38,115
Other intangibles
34,175
225
34,400
Other assets
1,170
(280
)
890
Current portion of long-term debt
—
(14
)
(14
)
Current liabilities
(11,782
)
(342
)
(12,124
)
Long-term debt
—
(140
)
(140
)
Long term deferred tax liability
(7,751
)
(626
)
(8,377
)
Other non-current liabilities
(42
)
(1,725
)
(1,767
)
Net assets acquired and liabilities assumed
$
85,938
$
—
$
85,938
The long term deferred tax liability amounted to $8.4 million. The liability is comprised of $7.5 million of deferred tax liability related to the difference between the book and tax basis of identifiable assets and $0.9 million of deferred tax liabilities arising from the difference between the book and tax basis of tangible asset and liability accounts.
The goodwill and $21.1 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also include $12.8 million allocated to customer relationships and $0.5 million allocated to backlog, which are to be amortized over periods of 6 years and 3 months, respectively. Goodwill and other intangibles of Sveba Dahlen are allocated to the Commercial Foodservice Equipment Group for segment reporting purposes. These assets are not expected to be deductible for tax purposes.
8
QualServ
On August 31, 2017, the company completed its acquisition of substantially all of the assets of QualServ Solutions LLC ("QualServ"), a global commercial kitchen design, manufacturing, engineering, project management and equipment solutions provider located in Fort Smith, Arkansas, for a purchase price of $39.9 million, net of cash acquired. During the first quarter of 2018, the company finalized the working capital provision provided by the purchase agreement resulting in a refund from the seller of $0.3 million.
The final allocation of consideration paid for the QualServ acquisition is summarized as follows (in thousands):
(as initially reported) August 31, 2017
Measurement Period Adjustments
(as adjusted) August 31, 2017
Cash
$
1,130
$
—
$
1,130
Current assets
18,031
(64
)
17,967
Property, plant and equipment
4,785
—
4,785
Goodwill
14,590
(1,399
)
13,191
Other intangibles
9,600
1,340
10,940
Current liabilities
(6,810
)
(130
)
(6,940
)
Net assets acquired and liabilities assumed
$
41,326
$
(253
)
$
41,073
The goodwill and $1.8 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also include $9.1 million allocated to customer relationships, which is to be amortized over a period of 7 years. Goodwill and other intangibles of QualServ are allocated to the Commercial Foodservice Equipment Group for segment reporting purposes. These assets are expected to be deductible for tax purposes.
9
Globe
On October 17, 2017, the company completed its acquisition of all of the capital stock of Globe Food Equipment Company ("Globe"), a leading brand in slicers and mixers for the commercial foodservice industry located in Dayton, Ohio, for a purchase price of $105.0 million, net of cash acquired. During the first quarter of 2018, the company finalized the working capital provision provided by the purchase agreement resulting in an additional payment to the seller of $0.4 million.
The final allocation of consideration paid for the Globe acquisition is summarized as follows (in thousands):
(as initially reported) October 17, 2017
Measurement Period Adjustments
(as adjusted) October 17, 2017
Cash
$
3,420
$
—
$
3,420
Current assets
17,197
(40
)
17,157
Property, plant and equipment
1,120
—
1,120
Goodwill
67,176
(7,182
)
59,994
Other intangibles
43,444
14,086
57,530
Current liabilities
(5,994
)
(398
)
(6,392
)
Long term deferred tax liability
(16,456
)
(5,832
)
(22,288
)
Other non-current liabilities
(1,907
)
(193
)
(2,100
)
Net assets acquired and liabilities assumed
$
108,000
$
441
$
108,441
The long term deferred tax liability amounted to $22.3 million. The net liability is comprised of $21.7 million of deferred tax liability related to the difference between the book and tax basis of identifiable intangible assets and $0.6 million of deferred tax liabilities related to the difference between the book and tax basis on identifiable tangible asset and liability accounts.
The goodwill and $28.8 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also include $28.7 million allocated to customer relationships, which is to be amortized over a period of 9 years. Goodwill and other intangibles of Globe are allocated to the Commercial Foodservice Equipment Group for segment reporting purposes. These assets are not expected to be deductible for tax purposes.
10
Scanico
On December 7, 2017, the company completed its acquisition of all of the capital stock of Scanico, a leading manufacturer of industrial cooling and freezing equipment for the food processing industry located in Aalborg, Denmark, for a purchase price of $34.5 million, net of cash acquired. During the first quarter of 2018, the company finalized the working capital provision provided by the purchase agreement resulting in an additional payment to the seller of $0.3 million. An additional payment is also due upon the achievement of certain financial targets.
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 7, 2017
Preliminary Measurement Period Adjustments
(as adjusted) December 7, 2017
Cash
$
6,766
$
—
$
6,766
Current assets
3,428
(111
)
3,317
Property, plant and equipment
447
(27
)
420
Goodwill
30,072
470
30,542
Other intangibles
11,491
—
11,491
Current liabilities
(7,987
)
(28
)
(8,015
)
Long term deferred tax liability
(3,305
)
30
(3,275
)
Consideration paid at closing
$
40,912
$
334
$
41,246
Contingent consideration
751
—
751
Net assets acquired and liabilities assumed
$
41,663
$
334
$
41,997
The long term deferred tax liability amounted to $3.3 million. The net liability is comprised of $2.5 million of deferred tax liability related to the difference between the book and tax basis of identifiable intangible assets and $0.8 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 $6.6 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also include $2.0 million allocated to customer relationships, $0.9 million allocated to developed technology and $2.0 million allocated to backlog, which are to be amortized over periods of 5 years, 5 years and 3 months, respectively. Goodwill and other intangibles of Scanico are allocated to the Food Processing Equipment Group for segment reporting purposes. These assets are not expected to be deductible for tax purposes.
The Scanico 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 during 2018, if Scanico exceeds certain sales and earnings targets for the twelve months ended June 30, 2018. The contractual obligation associated with this contingent earnout provision recognized on the acquisition date is $0.8 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.
11
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 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) February 16, 2018
Preliminary 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
(397
)
12,289
Other intangibles
8,081
—
8,081
Current liabilities
(3,800
)
—
(3,800
)
Net assets acquired and liabilities assumed
$
25,830
$
(400
)
$
25,430
The goodwill and $3.8 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also include $3.4 million allocated to customer relationships, $0.4 million allocated to developed technology and $0.5 million allocated to backlog, which are to be amortized over periods of 5 years, 5 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.
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.
12
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 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 3, 2018
Preliminary 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
—
7,278
Other intangibles
2,584
—
2,584
Other assets
12
—
12
Current portion of long-term debt
(1,901
)
—
(1,901
)
Current liabilities
(8,076
)
—
(8,076
)
Long term deferred tax liability
(340
)
—
(340
)
Other non-current liabilities
(212
)
—
(212
)
Net assets acquired and liabilities assumed
$
12,289
$
—
$
12,289
The long term deferred tax liability amounted to $0.3 million. The net liability is comprised of $0.7 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 $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 $0.6 million allocated to customer relationships, $0.3 million allocated to developed technology and $0.7 million allocated to backlog, which are to be amortized over periods of 5 years, 5 years and 3 months, 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.
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.
13
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 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 27, 2018
Preliminary Measurement Period Adjustments
(as adjusted) April 27, 2018
Cash
$
10,652
$
(37
)
$
10,615
Current assets
7,656
81
7,737
Property, plant and equipment
2,447
—
2,447
Goodwill
36,706
(295
)
36,411
Other intangibles
19,806
—
19,806
Current portion of long-term debt
(1,210
)
—
(1,210
)
Current liabilities
(4,099
)
—
(4,099
)
Long term deferred tax liability
(4,995
)
—
(4,995
)
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 $5.0 million. The net liability is comprised of $5.4 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 $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 $9.7 million allocated to customer relationships, $0.2 million allocated to developed technology and $0.4 million allocated to backlog, which are to be amortized over periods of 7 years, 5 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.
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.
14
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 $39.5 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 2018. An additional payment is also due upon the achievement of certain financial targets.
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 10, 2018
Preliminary Measurement Period Adjustments
(as adjusted) May 10, 2018
Cash
$
3,308
$
—
$
3,308
Current assets
6,579
14
6,593
Property, plant and equipment
4,739
—
4,739
Goodwill
27,140
(74
)
27,066
Other intangibles
13,136
—
13,136
Other assets
2
—
2
Current portion of long-term debt
(217
)
—
(217
)
Current liabilities
(5,146
)
52
(5,094
)
Long-term debt
(1,608
)
—
(1,608
)
Long term deferred tax liability
(2,934
)
8
(2,926
)
Other non-current liabilities
(2,169
)
—
(2,169
)
Consideration paid at closing
$
42,830
$
—
$
42,830
Contingent consideration
3,454
—
3,454
Net assets acquired and liabilities assumed
$
46,284
$
—
$
46,284
The long term deferred tax liability amounted to $2.9 million. The net liability is comprised of $2.8 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 $6.3 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also include $6.4 million allocated to customer relationships, $0.2 million allocated to developed technology and $0.3 million allocated to backlog, which are to be amortized over periods of 5 years, 5 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.
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.
15
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. Additionally, the company incurred approximately $3.0 million of transaction expenses, which are reflected in the selling, general and administrative expenses in the consolidated statements of comprehensive income. 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 2018. Net sales for the three months period ended September 29, 2018 increased by $118.0 million related to prior and current year acquisitions, primarily related to the Taylor 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) June 22, 2018
Preliminary Measurement Period Adjustments
(as adjusted) June 22, 2018
Cash
$
2,551
$
64
$
2,615
Current assets
71,162
(523
)
70,639
Property, plant and equipment
21,187
(112
)
21,075
Goodwill
491,339
6,017
497,356
Other intangibles
484,210
—
484,210
Other assets
—
361
361
Current liabilities
(48,417
)
(2,313
)
(50,730
)
Long-term deferred tax liability
—
380
380
Other non-current liabilities
(8,161
)
—
(8,161
)
Net assets acquired and liabilities assumed
$
1,013,871
$
3,874
$
1,017,745
The goodwill and $230.0 million of other intangibles associated with the trade name are subject to the non-amortization provisions of ASC 350. Other intangibles also include $237.5 million allocated to customer relationships, $15.0 million allocated to developed technology, and $1.7 million of existing developed oven technology, which are to be amortized over periods of 10 years, 7 years and 5 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.
The company estimated the fair value of the assets and liabilities of Taylor on a preliminary basis at the time of acquisition based on third-party appraisals used to assist in determining the fair market value for acquired tangible and intangible assets. Changes to these allocations will occur as additional information becomes available. The company is in the process of obtaining third-party valuations related to the fair value of tangible and intangible assets, in addition to determining and recording the tax effects of the transaction to include all assets/liabilities since those are recorded at fair value. 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. Acquired goodwill represents the premium paid over the fair value of assets acquired and liabilities assumed.
16
Pro Forma Financial Information
In accordance with ASC 805 “Business Combinations”, the following unaudited pro forma results of operations for the nine months ended September 29, 2018 and September 30, 2017, assumes the 2017 acquisitions of Burford, CVP Systems, Sveba Dahlen, QualServ, L2F, Globe and Scanico and the 2018 acquisitions of Hinds-Bock, Ve.Ma.C, Josper, Firex and Taylor were completed on January 1, 2017 (first day of fiscal year 2017). 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):
Nine Months Ended
September 29, 2018
September 30, 2017
Net sales
$
2,130,166
$
2,151,230
Net earnings
219,914
198,430
Net earnings per share:
Basic
$
3.96
$
3.48
Diluted
3.96
3.48
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.
3)
Litigation Matters
From time to time, the company is subject to proceedings, lawsuits and other claims related to products, suppliers, employees, customers and competitors. The company maintains insurance to partially cover product liability, workers compensation, property and casualty, and general liability matters. The company is required to assess the likelihood of any adverse judgments or outcomes to these matters as well as potential ranges of probable losses. A determination of the amount of accrual required, if any, for these contingencies is made after assessment of each matter and the related insurance coverage. The required accrual may change in the future due to new developments or changes in approach such as a change in settlement strategy in dealing with these matters. The company does not believe that any pending litigation will have a material effect on its financial condition, results of operations or cash flows.
17
4) Recently Issued Accounting Standards
Accounting Pronouncements - Recently Adopted
In May 2014, the Financial Accounts Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-09, “Revenue from Contracts with Customers”. This update amends the current guidance on revenue recognition related to contracts with customers and requires additional disclosures. We adopted this guidance on December 31, 2017 using the modified retrospective method. Under this method, we recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings. The cumulative adjustment to the opening balance of retained earnings was $4.4 million. For additional information related to the impact of adopting this guidance, see Note 5 of the Condensed Consolidated Financial Statements.
In August 2016, the FASB issued ASU No. 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments". The amendments in ASU-15 address eight specific cash flow classification issues to reduce current and potential future diversity in practice. The adoption of this guidance did not have a material impact on the company's Condensed Consolidated Statements of Cash Flows.
In October 2016, the FASB issued ASU No. 2016-16, "Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory," which requires companies to account for the income tax effect of intercompany sales and transfers of assets other than inventory when the transfer occurs. Under previous guidance the income tax effects of intercompany transfers of assets were deferred until the asset had been sold to an outside party or otherwise recognized. The adoption of this guidance did not have an impact on the company's Condensed Consolidated Financial Statements.
In January 2017, the FASB issued ASU No. 2017-01, "Business Combinations (Topic 805): Clarifying the Definition of a Business". The amendments in ASU-01 clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of businesses. The adoption of this guidance did not have a material impact on the company's Condensed Consolidated Financial Statements.
In March 2017, the FASB issued ASU No. 2017-07, "Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost". The amendments in ASU-07 require that an employer report the service costs component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net periodic pension cost and net periodic postretirement benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. We adopted this guidance retrospectively on December 31, 2017 using the practical expedient which permits utilizing amounts previously disclosed in its employee retirement plans note as the prior period estimation basis for the required retrospective presentation requirements. For additional information on the adoption of this guidance, see Note 15 of the Condensed Consolidated Financial Statements.
In February 2018, the FASB issued ASU 2018-02, "Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income". This guidance allows for the reclassification of stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017 from accumulated other comprehensive income to retained earnings. The adoption of this guidance did not have a material impact on the company's Condensed Consolidated Balance Sheet.
18
Accounting Pronouncements - To be adopted
In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)". The amendments under this pronouncement will change the way all leases with a duration of one year or more are treated. Under this guidance, lessees will be required to capitalize virtually all leases on the balance sheet as a right-of-use asset and an associated financing lease liability or operating lease liability. The FASB issued multiple amendments to the standard which provide clarification, additional guidance, practical expedients and other improvements to the ASU. The ASU is effective for annual reporting periods, and interim periods within those reporting periods, beginning after December 15, 2018. The company plans to utilize the new optional transition method to use the effective date as the date of initial application on transition. As a result the company will not adjust its comparative period financial information or make the new required leases disclosures for periods before the effective date. The company is currently planning to elect the package of practical expedients to not reassess prior conclusions related to contracts containing leases, lease classification and initial direct costs and is evaluating other practical expedients available under the guidance. The company has developed a project plan for implementation and has made progress in surveying the company's business, assessing the company's portfolio of leases and compiling a central repository of all leases. The company has also selected a lease accounting software solution to support the new reporting requirements. Significant progress has been made on extracting and loading lease data elements required for lease accounting into the software solution. The company expects to recognize significant right-of-use assets upon adoption and lease liabilities on its Condensed Consolidated Balance Sheet. The company is evaluating the overall impact this standard will have on its policies and procedures pertaining to its existing and future lease arrangements, disclosure requirements and the company's Condensed Consolidated Financial Statements.
In January 2017, the FASB issued ASU No. 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment". The amendments in ASU-04 simplify the subsequent measurement of goodwill, by removing the second step of the goodwill impairment test. An entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value. The new guidance does not amend the optional qualitative assessment of goodwill impairment. This ASU is effective for annual reporting periods, and interim reporting periods, beginning after December 15, 2019. Early adoption is permitted for testing dates after January 1, 2017. The company is evaluating the application of this ASU on the company's annual impairment test. The company does not expect the adoption of this ASU to have a material impact on its Condensed Consolidated Financial Statements.
In August 2017, the FASB issued ASU 2017-12, "Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities". The amendments in ASU-12 provide new guidance about income statement classification and eliminates the requirement to separately measure and report hedge ineffectiveness. The entire change in fair value for qualifying hedge instruments included in the effectiveness will be recorded in other comprehensive income (OCI) and amounts deferred in OCI will be reclassified to earnings in the same income statement line item in which the earnings effect of the hedged item is reported. This ASU is effective for annual reporting periods, and interim periods with those reporting periods, beginning after December 15, 2018 with early adoption permitted. The company is currently evaluating the impacts the ASU will have on its Condensed Consolidated Financial Statements.
In June 2018, the FASB issued ASU 2018-07, "Improvements to Nonemployee Share-Based Payment Accounting". The amendments in ASU-08 simplify several aspects of the accounting for nonemployee share-based payment transactions resulting from expanding the scope of Topic 718, Compensation—Stock Compensation, to include share-based payment transactions for acquiring goods and services from nonemployees. This ASU is effective for annual reporting periods, and interim periods with those reporting periods, beginning after December 15, 2018 with early adoption permitted. The company does not expect the adoption of this ASU to have a material impact on its Condensed Consolidated Financial Statements.
In August 2018, the FASB issued ASU 2018-13, "Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement". The amendments in ASU-13 remove, modify and add various disclosure requirements around the topic in order to clarify and improve the cost-benefit nature of disclosures. This ASU is effective for annual reporting periods, and interim periods with those reporting periods, beginning after December 15, 2019 with early adoption permitted. The company does not expect the adoption of this ASU to have a material impact on its Condensed Consolidated Financial Statements.
19
In August 2018, the FASB issued ASU 2018-14, "Compensation - Retirement Benefits - Defined Benefit Plans - General (Subtopic 715-20)". The amendments in ASU-14 remove, modify and add various disclosure requirements around the topic in order to clarify and improve the cost-benefit nature of disclosures. This ASU is effective for annual reporting periods, and interim periods with those reporting periods, beginning after December 15, 2020 with early adoption permitted. The amendments must be applied on a retrospective basis for all periods presented. The company is currently evaluating the impacts the adoption of this ASU will have on its Condensed Consolidated Financial Statements.
In August 2018, the FASB issued ASU 2018-15, "Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40)". The amendments in ASU-15 align the requirements for capitalizing implementation costs in a service contract hosting arrangement with those of developing or obtaining internal-use software. This ASU is effective for annual reporting periods, and interim periods with those reporting periods, beginning after December 15, 2019 with early adoption permitted. The company does not expect the adoption of this ASU to have a material impact on its Condensed Consolidated Financial Statements.
20
5)
Revenue Recognition
Accounting Policy
On December 31, 2017, we adopted the new accounting standard ASU No. 2014-09, “Revenue from Contracts with Customers" (ASC 606) using the modified retrospective method to contracts that were not completed as of December 30, 2017. We recognized the cumulative effect of initially applying the new revenue standard as an adjustment to the opening balance of retained earnings.
The adoption of ASC 606 represents a change in accounting principle that will also provide readers with enhanced revenue recognition disclosures. Revenue is recognized when the control of the promised goods or services are transferred to our customers, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services.
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and represents the unit of account in ASC 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The company’s contracts can have multiple performance obligations or just a single performance obligation. For contracts with multiple performance obligations, the contract’s transaction price is allocated to each performance obligation using the company’s best estimate of the standalone selling price of each distinct good or service in the contract.
Within the Commercial Foodservice Equipment and Residential Foodservice Equipment Groups, the estimated standalone selling price of equipment is based on observable prices. Within the Food Processing Equipment Group, the company estimates the standalone selling price based on expected cost to manufacture the good or complete the service plus an appropriate profit margin.
Control may pass to the customer over time or at a point in time. In general, the Commercial Foodservice Equipment and Residential Foodservice Equipment Groups recognize revenue at the point in time control transfers to their customers based on contractual shipping terms. Revenue from equipment sold under our long-term contracts within the Food Processing Equipment group is recognized over time as the equipment is manufactured and assembled. Installation services provided in connection with the delivery of the equipment are also generally recognized as those services are rendered. Over time transfer of control is measured using an appropriate input measure (e.g., costs incurred or direct labor hours incurred in relation to total estimate). These measures include forecasts based on the best information available and therefore reflect the company's judgment to faithfully depict the transfer of the goods.
Contract Estimates
Accounting for long-term contracts within the Food Processing Equipment group involves the use of various techniques to estimate total contract revenue and costs. For the company’s long-term contracts, estimated profit for the equipment performance obligations is recognized as the equipment is manufactured and assembled. Profit on the equipment performance obligations is estimated as the difference between the total estimated revenue and expected costs to complete a contract. Contract cost estimates are based on labor productivity and availability, the complexity of the work to be performed; the cost and availability of materials and labor, and the performance of subcontractors.
Contracts within the Commercial Foodservice and Residential Foodservice Equipment groups may contain variable consideration in the form of volume rebate programs. The company’s estimate of variable consideration is based on its experience with similarly situated customers using the portfolio approach.
Practical Expedients and Policy Elections
The company has taken advantage of the following practical expedients:
•
The company does not disclose information about remaining performance obligations that have original expected durations of one year or less.
•
The company generally expenses sales commissions when incurred because the amortization period would have been less than one year. These costs are recorded within selling, general and administrative expenses.
•
As the company’s standard payment terms are less than one year, the company does not assess whether a contract has a significant financing component.
21
The company has made the following accounting policy elections permitted by ASC 606:
•
The company treats shipping and handling activities performed after the customer obtains control of the good as a contract fulfillment activity.
•
Sales, use and value added taxes assessed by governmental authorities are excluded from the measurement of the transaction price within the company’s contracts with its customers.
Adoption of ASC 606
As a result of the adoption of ASC 606, the company has changed its accounting policy for revenue recognition as detailed below.
Equipment
Under the company’s historical accounting policies, revenue under long-term sales contracts within the Food Processing Equipment Group was recognized using the percentage of completion method. Upon adoption, a number of contracts that were not completed as of December 31, 2017 did not meet the requirements for recognition of revenue over time under ASC 606. As such the revenue is deferred and recognized at a point in time.
Installation Services
Under the company’s historical accounting policies, the company used the completed contract method for installation services associated with equipment sold within the Food Processing Equipment Group. Under ASC 606, the Company recognizes revenue from installation services over the period the services are rendered.
The cumulative effect of the changes made to our December 30, 2017 Condensed Consolidated Balance Sheet for the adoption of ASC 606 using the modified retrospective method to contracts that were not completed as of December 30, 2017 were as follows (in thousands):
Balance at
December 30, 2017 (as reported)
Adjustments due to ASC 606
Balance at
December 30, 2017 (as adjusted)
Balance Sheet
Assets
Accounts receivable
$
328,421
$
(122
)
$
328,299
Inventories, net
424,639
14,993
439,632
Prepaid expenses and other
55,427
(4,018
)
51,409
Long-term deferred tax assets
44,565
1,319
45,884
Liabilities & Stockholders' Equity
Accrued expenses
$
322,171
$
16,557
$
338,728
Retained earnings
$
1,697,618
$
(4,405
)
$
1,693,213
22
In accordance with the requirements of ASC 606, the adoption of ASC 606 had no impact on cash provided by operating activities within the company's Condensed Consolidated Statement of Cash Flows. The impact of adoption on our Condensed Consolidated Statement of Comprehensive Income and Condensed Consolidated Balance Sheet are as follows (in thousands):
Three Months Ended September 29, 2018
As Reported
Balances without ASC 606
Effect of Change
Net sales
$
713,331
$
710,755
$
2,576
Cost of sales
452,171
450,440
1,731
Provision for income taxes
25,114
24,857
257
Net earnings
$
72,905
$
72,317
$
588
Basic earnings per share
$
1.31
$
1.30
Diluted earnings per share
$
1.31
$
1.30
Nine Months Ended September 29, 2018
As Reported
Balances without ASC 606
Effect of Change
Net sales
$
1,966,259
$
1,949,110
$
17,149
Cost of sales
1,242,707
1,230,578
12,129
Provision for income taxes
72,971
71,649
1,322
Net earnings
$
222,313
$
218,615
$
3,698
Basic earnings per share
$
4.00
$
3.93
Diluted earnings per share
$
4.00
$
3.93
Balance as of September 29, 2018
As Reported
Balances without ASC 606
Effect of Change
Assets
Inventories, net
$
512,824
$
507,677
$
5,147
Prepaid expenses and other
50,142
51,895
(1,753
)
Liabilities
Accrued expenses
373,297
377,718
(4,421
)
Long-term deferred tax liability
110,984
110,768
216
Equity
Retained earnings
$
1,914,394
$
1,913,583
$
811
23
Disaggregation of Revenue
We disaggregate our net sales by reportable operating segment and geographical location as we believe it best depicts how the nature, timing and uncertainty of our net sales and cash flows are affected by economic factors. In general, the Commercial Foodservice Equipment and Residential Foodservice Equipment Groups recognize revenue at the point in time control transfers to their customers based on contractual shipping terms. Revenue from equipment sold under our long-term contracts within the Food Processing Equipment group is recognized over time as the equipment is manufactured and assembled. The following table summarizes our net sales by reportable operating segment and geographical location (in thousands):
Commercial
Foodservice
Food Processing
Residential Kitchen
Total
Three Months Ended September 29, 2018
United States and Canada
$
318,962
$
57,235
$
98,136
$
474,333
Asia
50,996
6,464
1,653
59,113
Europe and Middle East
83,763
19,194
51,936
154,893
Latin America
17,877
5,364
1,751
24,992
Total
$
471,598
$
88,257
$
153,476
$
713,331
Nine Months Ended September 29, 2018
United States and Canada
$
863,598
$
183,476
$
280,116
$
1,327,190
Asia
117,987
23,899
5,232
147,118
Europe and Middle East
225,726
44,729
160,810
431,265
Latin America
38,308
18,374
4,004
60,686
Total
$
1,245,619
$
270,478
$
450,162
$
1,966,259
Three Months Ended September 30, 2017
United States and Canada
$
243,233
$
61,612
$
89,821
$
394,666
Asia
38,755
4,543
2,078
45,376
Europe and Middle East
61,327
12,606
57,774
131,707
Latin America
11,513
8,110
1,671
21,294
Total
$
354,828
$
86,871
$
151,344
$
593,043
Nine Months Ended September 30, 2017
United States and Canada
$
707,014
$
189,288
$
263,014
$
1,159,316
Asia
104,598
14,942
6,615
126,155
Europe and Middle East
158,622
29,095
170,934
358,651
Latin America
30,596
23,190
4,775
58,561
Total
$
1,000,830
$
256,515
$
445,338
$
1,702,683
24
Contract Balances
Contract assets primarily relate to the company's right to consideration for work completed but not billed at the reporting date and are recorded in prepaid expenses and other in the Condensed Consolidated Balance Sheet. Contract assets are transferred to receivables when the right to consideration becomes unconditional. Accounts receivable are not considered contract assets under the new revenue standard as contract assets are conditioned upon the company's future satisfaction of a performance obligation. Accounts receivable, in contracts, are unconditional rights to consideration.
Contract liabilities relate to advance consideration received from customers for which revenue has not been recognized. Current contract liabilities are recorded in accrued expenses in the Condensed Consolidated Balance Sheet. Non-current contract liabilities are recorded in other non-current liabilities in the Condensed Consolidated Balance Sheet. Contract liabilities are reduced when the associated revenue from the contract is recognized.
The following table provides information about contract assets and contract liabilities from contracts with customers (in thousands):
Sep 29, 2018
At Adoption
Contract assets
$
8,945
$
16,753
Contract liabilities
$
69,936
$
47,647
Non-current contract liabilities
$
10,468
$
1,859
During the nine months period ended September 29, 2018, the company reclassified $11.5 million to receivable which was included in the contract asset balance at the beginning of the period. During the nine months period ended September 29, 2018, the company recognized revenue of $42.1 million which was included in the contract liability balance at the beginning of the period. Additions to contract liabilities representing amounts billed to clients in excess of revenue recognized to date were $63.7 million during the nine months period ended September 29, 2018. The increase in the non-current contract liabilities primarily relates to companies acquired during the nine months period ended September 29, 2018. Substantially all of the company's outstanding performance obligations will be satisfied within 12 to 36 months. There were no contract asset impairments during nine months period ended September 29, 2018.
6) Other Comprehensive Income
The company reports changes in equity during a period, except those resulting from investments by owners and distributions to owners, in accordance with ASC 220, "Comprehensive Income".
Changes in accumulated other comprehensive income(1) were as follows (in thousands):
Currency Translation Adjustment
Pension Benefit Costs
Unrealized Gain/(Loss) Interest Rate Swap
Total
Balance as of December 30, 2017
$
(69,721
)
$
(203,063
)
$
6,365
$
(266,419
)
Adoption of ASU 2018-02 (2)
—
(487
)
1,619
1,132
Other comprehensive income before reclassification
(29,879
)
7,041
11,918
(10,920
)
Amounts reclassified from accumulated other comprehensive income
—
—
229
229
Net current-period other comprehensive income
$
(29,879
)
$
6,554
$
13,766
$
(9,559
)
Balance as of September 29, 2018
$
(99,600
)
$
(196,509
)
$
20,131
$
(275,978
)
(1) As of September 29, 2018 pension and interest rate swap amounts are net of tax of $(41.7) million and $6.8 million, respectively. During the nine months ended September 29, 2018, the adjustments to pension benefit costs and unrealized gain/(loss) interest rate swap were net of tax of $1.9 million and $2.6 million, respectively.
(2) As of December 31, 2017, the company adopted ASU 2018-02, "Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income". This guidance allowed for the reclassification of $1.1 million of stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017 from accumulated other comprehensive income to retained earnings.
25
Components of other comprehensive income were as follows (in thousands):
Three Months Ended
Nine Months Ended
Sep 29, 2018
Sep 30, 2017
Sep 29, 2018
Sep 30, 2017
Net earnings
$
72,905
$
74,671
$
222,313
$
222,942
Currency translation adjustment
(9,718
)
15,441
(29,879
)
44,897
Pension liability adjustment, net of tax
1,674
(5,664
)
6,554
(14,838
)
Unrealized gain on interest rate swaps, net of tax
4,166
(128
)
13,766
(629
)
Comprehensive income
$
69,027
$
84,320
$
212,754
$
252,372
7)
Inventories
Inventories are composed of material, labor and overhead and are stated at the lower of cost or market. Costs for inventory have been determined using the first-in, first-out ("FIFO") method. The company estimates reserves for inventory obsolescence and shrinkage based on its judgment of future realization. Inventories at September 29, 2018 and December 30, 2017 are as follows (in thousands):
Sep 29, 2018
Dec 30, 2017
Raw materials and parts
$
233,061
$
180,559
Work-in-process
56,838
38,917
Finished goods
222,925
205,163
$
512,824
$
424,639
8)
Goodwill
Changes in the carrying amount of goodwill for the nine months ended September 29, 2018 are as follows (in thousands):
Commercial
Foodservice
Food
Processing
Residential Kitchen
Total
Balance as of December 30, 2017
$
631,451
$
198,278
$
435,081
$
1,264,810
Goodwill acquired during the year
563,661
19,567
—
583,228
Measurement period adjustments to goodwill acquired in prior year
(1,559
)
(468
)
—
(2,027
)
Exchange effect
(11,941
)
(3,338
)
(7,474
)
(22,753
)
Balance as of September 29, 2018
$
1,181,612
$
214,039
$
427,607
$
1,823,258
26
9)
Intangibles
Intangible assets consist of the following (in thousands):
September 29, 2018
December 30, 2017
Estimated Weighted Avg Remaining Life
Gross Carrying Amount
Accumulated Amortization
Estimated Weighted Avg Remaining Life
Gross Carrying Amount
Accumulated Amortization
Amortized intangible assets:
Customer lists
8.0
$
602,376
$
(206,950
)
5.2
$
330,496
$
(171,005
)
Backlog
0.0
19,910
(19,910
)
0.8
19,689
(18,081
)
Developed technology
6.1
40,559
(20,246
)
4.2
22,485
(18,248
)
$
662,845
$
(247,106
)
$
372,670
$
(207,334
)
Indefinite-lived assets:
Trademarks and tradenames
$
859,403
$
615,090
The aggregate intangible amortization expense was $17.6 million and $9.1 million for the third quarter periods ended September 29, 2018 and September 30, 2017, respectively. The aggregate intangible amortization expense was $38.8 million and $26.5 million for the nine months ended September 29, 2018 and September 30, 2017, respectively. The estimated future amortization expense of intangible assets is as follows (in thousands):
Twelve Month Period Ending in
Amortization Expense
2019
$
61,942
2020
59,711
2021
56,231
2022
53,622
2023
44,918
Thereafter
139,315
$
415,739
27
10) Accrued Expenses
Accrued expenses consist of the following (in thousands):
Sep 29, 2018
Dec 30, 2017
Accrued payroll and related expenses
$
70,998
$
67,935
Contract liabilities
69,936
31,069
Accrued warranty
59,644
52,834
Accrued customer rebates
39,465
48,590
Accrued professional fees
18,723
18,250
Accrued product liability and workers compensation
16,439
11,976
Accrued sales and other tax
15,509
20,881
Accrued agent commission
12,809
11,035
Product recall
5,140
6,068
Restructuring
2,679
1,715
Other accrued expenses
61,955
51,818
$
373,297
$
322,171
11)
Warranty Costs
In the normal course of business the company issues product warranties for specific product lines and provides for the estimated future warranty cost in the period in which the sale is recorded. The estimate of warranty cost is based on contract terms and historical warranty loss experience that is periodically adjusted for recent actual experience. Because warranty estimates are forecasts that are based on the best available information, actual claims costs may differ from amounts provided. Adjustments to initial obligations for warranties are made as changes in the obligations become reasonably estimable.
A rollforward of the warranty reserve is as follows (in thousands):
Nine Months Ended
Sep 29, 2018
Balance as of December 30, 2017
$
52,834
Warranty reserve related to acquisitions
5,730
Warranty expense
45,208
Warranty claims
(44,128
)
Balance as of September 29, 2018
$
59,644
28
12)
Financing Arrangements
Sep 29, 2018
Dec 30, 2017
(in thousands)
Credit Facility
$
1,954,013
$
1,022,935
Other international credit facilities
4,180
5,768
Other debt arrangement
175
178
Total debt
$
1,958,368
$
1,028,881
Less: Current maturities of long-term debt
3,125
5,149
Long-term debt
$
1,955,243
$
1,023,732
On July 28, 2016, the company entered into an amended and restated five-year $2.5 billion multi-currency senior secured revolving credit agreement (the "Credit Facility"), with the potential under certain circumstances to increase the amount of the Credit Facility to $3.0 billion. As of September 29, 2018, the company had $2.0 billion of borrowings outstanding under the Credit Facility, including $1.9 billion of borrowings in U.S. Dollars, $80.0 million of borrowings denominated in Euro and $6.5 million of borrowings denominated in British Pounds. The company also had $12.3 million in outstanding letters of credit as of September 29, 2018, which reduces the borrowing availability under the Credit Facility. Remaining borrowing availability under this facility was $0.5 billion at September 29, 2018.
At September 29, 2018, borrowings under the Credit Facility accrued interest at a rate of 1.625% above LIBOR per annum or 0.625% above the highest of the prime rate, the federal funds rate plus 0.50% and one month LIBOR plus 1.00%. The average interest rate per annum on the debt under the Credit Facility was equal to 3.81% at the end of the period. The interest rates on borrowings under the Credit Facility may be adjusted quarterly based on the company’s Funded Debt less Unrestricted Cash to Pro Forma EBITDA (the “Leverage Ratio”) on a rolling four-quarter basis. Additionally, a commitment fee based upon the Leverage Ratio is charged on the unused portion of the commitments under the Credit Facility. This variable commitment fee was equal to 0.25% per annum as of September 29, 2018.
In addition, the company has other international credit facilities to fund working capital needs outside the United States and the United Kingdom. At September 29, 2018, these foreign credit facilities amounted to $4.2 million in U.S. Dollars with a weighted average per annum interest rate of approximately 5.59%.
The company’s debt is reflected on the balance sheet at cost. The company believes its interest rate margins on its existing debt are consistent with current market conditions and therefore the carrying value of debt reflects the fair value. The interest rate margin is based on the company's Leverage Ratio.
The company estimated the fair value of its loans by calculating the upfront cash payment a market participant would require to assume the company’s obligations. The upfront cash payment is the amount that a market participant would be able to lend to achieve sufficient cash inflows to cover the cash outflows under the company’s senior secured revolving credit facility assuming the facility was outstanding in its entirety until maturity. Since the company maintains its borrowings under a revolving credit facility and there is no predetermined borrowing or repayment schedule, for purposes of this calculation the company calculated the fair value of its obligations assuming the current amount of debt at the end of the period was outstanding until the maturity of the company’s Credit Facility in July 2021. Although borrowings could be materially greater or less than the current amount of borrowings outstanding at the end of the period, it is not practical to estimate the amounts that may be outstanding during future periods. The carrying value and estimated aggregate fair value, a level 2 measurement, based primarily on market prices, of debt is as follows (in thousands):