MIDDLEBY Corp [MIDD] Filings

10-Q 1 midd-20221001.htm 10-Q midd-20221001

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended October 1, 2022


☐			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 company," and "emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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 ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock	MIDD	Nasdaq Global Select Market

As of November 4, 2022, there were 53,883,522 shares of the registrant's common stock outstanding.

THE MIDDLEBY CORPORATION

QUARTER ENDED OCTOBER 1, 2022

INDEX


DESCRIPTION		PAGE
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements (unaudited)

	CONDENSED CONSOLIDATED BALANCE SHEETS as of OCTOBER 1, 2022 and JANUARY 1, 2022	1

	CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME for the three and nine months ended OCTOBER 1, 2022 and OCTOBER 2, 2021	2

	CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY for the three and nine months ended OCTOBER 1, 2022 and OCTOBER 2, 2021	3

	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS for the nine months ended OCTOBER 1, 2022 and OCTOBER 2, 2021	5

	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	6

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	27

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36

Item 4.	Controls and Procedures	37

PART II. OTHER INFORMATION

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38

Item 6.	Exhibits	39

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

THE MIDDLEBY CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands, Except Share Data)

(Unaudited)


ASSETS	Oct 1, 2022		Jan 1, 2022
Current assets:
Cash and cash equivalents	$	144,918	$	180,362
Accounts receivable, net of reserve for doubtful accounts of $17,857 and $18,770	593,514		577,142
Inventories, net	1,062,634		837,418
Prepaid expenses and other	121,271		92,269
Prepaid taxes	28,201		19,894
Total current assets	1,950,538		1,707,085
Property, plant and equipment, net of accumulated depreciation of $282,942 and $266,203	423,947		380,980
Goodwill	2,287,420		2,243,469
Other intangibles, net of amortization of $489,750 and $442,208	1,781,801		1,875,377
Long-term deferred tax assets	22,340		33,194
Other assets	205,815		143,493
Total assets	$	6,671,861	$	6,383,598

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt	$	44,664	$	27,293
Accounts payable	261,169		304,740
Accrued expenses	631,945		582,855
Total current liabilities	937,778		914,888
Long-term debt	2,693,325		2,387,001
Long-term deferred tax liability	220,400		186,935
Accrued pension benefits	154,256		219,680
Other non-current liabilities	167,559		180,818
Stockholders' equity:
Preferred stock, $0.01 par value; nonvoting; 2,000,000 shares authorized; none issued	—		—
Common stock, $0.01 par value; 63,508,855 and 63,666,020 shares issued in 2022 and 2021, respectively	147		147
Paid-in capital	392,659		357,309
Treasury stock, at cost; 9,625,333 and 8,170,276 shares in 2022 and 2021	(806,079)		(566,399)
Retained earnings	3,365,675		3,062,303
Accumulated other comprehensive loss	(453,859)		(359,084)
Total stockholders' equity	2,498,543		2,494,276
Total liabilities and stockholders' equity	$	6,671,861	$	6,383,598

See accompanying notes

THE MIDDLEBY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In Thousands, Except Per Share Data)

(Unaudited)


	Three Months Ended				Nine Months Ended
	Oct 1, 2022		Oct 2, 2021		Oct 1, 2022		Oct 2, 2021
Net sales	$	992,871	$	817,545	$	3,001,148	$	2,384,376
Cost of sales	627,639		517,918		1,944,664		1,505,149
Gross profit	365,232		299,627		1,056,484		879,227
Selling, general and administrative expenses	201,200		175,354		596,757		496,022
Restructuring expenses	2,327		791		8,231		2,596
Merger termination fee	—		(110,000)		—		(110,000)
Gain on sale of plant	—		—		—		(763)

Income from operations	161,705		233,482		451,496		491,372
Interest expense and deferred financing amortization, net	24,067		13,192		62,563		43,481
Net periodic pension benefit (other than service costs)	(9,944)		(11,363)		(32,244)		(34,268)
Other expense (income), net	8,529		794		18,478		(1,366)
Earnings before income taxes	139,053		230,859		402,699		483,525
Provision for income taxes	34,684		54,893		99,327		97,711
Net earnings	$	104,369	$	175,966	$	303,372	$	385,814

Net earnings per share:
Basic	$	1.94	$	3.19	$	5.60	$	6.99
Diluted	$	1.92	$	3.09	$	5.50	$	6.83
Weighted average number of shares
Basic	53,867		55,232		54,190		55,225
Dilutive common stock equivalents	517		1,707		944		1,301
Diluted	54,384		56,939		55,134		56,526
Comprehensive income	$	64,883	$	163,011	$	208,597	$	372,037

See accompanying notes

THE MIDDLEBY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(amounts in thousands)

(Unaudited)


	Common Stock		Paid-in Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Income/(loss)		Total Stockholders' Equity
Balance, July 2, 2022	$	147	$	376,898	$	(806,008)	$	3,261,306	$	(414,373)	$	2,417,970
Net earnings	—		—		—		104,369		—		104,369
Currency translation adjustments	—		—		—		—		(81,774)		(81,774)
Change in unrecognized pension benefit costs, net of tax of $2,775	—		—		—		—		17,928		17,928
Unrealized gain on interest rate swap, net of tax of $8,574	—		—		—		—		24,360		24,360

Stock compensation	—		15,761		—		—		—		15,761

Purchase of treasury stock	—		—		(71)		—		—		(71)
Balance, October 1, 2022	$	147	$	392,659	$	(806,079)	$	3,365,675	$	(453,859)	$	2,498,543

Balance, January 1, 2022	$	147	$	357,309	$	(566,399)	$	3,062,303	$	(359,084)	$	2,494,276
Net earnings	—		—		—		303,372		—		303,372
Currency translation adjustments	—		—		—		—		(201,176)		(201,176)
Change in unrecognized pension benefit costs, net of tax of $6,850	—		—		—		—		44,127		44,127
Unrealized gain on interest rate swap, net of tax of $22,389	—		—		—		—		63,604		63,604
Unrealized loss on certain investments, net of tax of $(443)	—		—		—		—		(1,330)		(1,330)
Stock compensation	—		42,641		—		—		—		42,641

Purchase of treasury stock	—		—		(239,680)		—		—		(239,680)
Purchase of capped calls, net of tax of $(2,364)	—		(7,291)		—		—		—		(7,291)
Balance, October 1, 2022	$	147	$	392,659	$	(806,079)	$	3,365,675	$	(453,859)	$	2,498,543

THE MIDDLEBY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(amounts in thousands)

(Unaudited)


	Common Stock		Paid-in Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Income/(loss)		Total Stockholders' Equity
Balance, July 3, 2021	$	147	$	370,816	$	(539,496)	$	2,783,659	$	(489,250)	$	2,125,876
Net earnings	—		—		—		175,966		—		175,966

Currency translation adjustments	—		—		—		—		(21,881)		(21,881)
Change in unrecognized pension benefit costs, net of tax of $1,296	—		—		—		—		5,870		5,870
Unrealized gain on interest rate swap, net of tax of $1,065	—		—		—		—		3,056		3,056
Stock compensation	—		10,198		—		—		—		10,198

Purchase of treasury stock	—		—		(115)		—		—		(115)

Balance, October 2, 2021	$	147	$	381,014	$	(539,611)	$	2,959,625	$	(502,205)	$	2,298,970

Balance, January 2, 2021	$	147	$	433,308	$	(537,134)	$	2,568,756	$	(488,428)	$	1,976,649
Net earnings	—		—		—		385,814		—		385,814
Adoption of 2020-06 (1)	—		(79,430)		—		5,055		—		(74,375)
Currency translation adjustments	—		—		—		—		(33,000)		(33,000)
Change in unrecognized pension benefit costs, net of tax of $673	—		—		—		—		3,052		3,052
Unrealized gain on interest rate swap, net of tax of $5,637	—		—		—		—		16,171		16,171
Stock compensation	—		27,136		—		—		—		27,136

Purchase of treasury stock	—		—		(2,477)		—		—		(2,477)

Balance, October 2, 2021	$	147	$	381,014	$	(539,611)	$	2,959,625	$	(502,205)	$	2,298,970

(1) As of January 3, 2021 the company adopted ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity using the modified retrospective method. The adoption of this guidance resulted in a $79.4 million reduction to paid-in capital, net of tax of $25.5 million, and the recognition of $5.1 million as an adjustment to the opening balance of retained earnings, net of tax of $1.6 million.

See accompanying notes

THE MIDDLEBY CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)


	Nine Months Ended
	Oct 1, 2022		Oct 2, 2021
Cash flows from operating activities--
Net earnings	$	303,372	$	385,814
Adjustments to reconcile net earnings to net cash provided by operating activities--
Depreciation and amortization	106,917		90,672
Non-cash share-based compensation	42,641		27,136
Deferred income taxes	17,657		(5,704)
Net periodic pension benefit (other than service costs)	(32,244)		(34,268)
Gain on sale of plant	—		(763)


Other non-cash items	(32,455)		(5,632)
Changes in assets and liabilities, net of acquisitions
Accounts receivable, net	(11,174)		(94,539)
Inventories, net	(214,017)		(131,707)
Prepaid expenses and other assets	(30,832)		11,132
Accounts payable	(47,262)		61,286
Accrued expenses and other liabilities	70,846		42,613
Net cash provided by operating activities	173,449		346,040
Cash flows from investing activities--
Net additions to property, plant and equipment	(50,914)		(29,732)
Proceeds on sale of property, plant and equipment	—		6,062
Purchase of intangible assets	(701)		—
Acquisitions, net of cash acquired	(206,253)		(389,009)
Net cash used in investing activities	(257,868)		(412,679)
Cash flows from financing activities--
Proceeds under Credit Facility	1,715,000		485,976
Repayments under Credit Facility	(1,360,750)		(421,550)

Premiums paid for capped call	(9,655)		—
Net repayments under international credit facilities	(24,156)		(1,473)

Payments of deferred purchase price	(7,930)		(5,861)
Repurchase of treasury stock	(239,680)		(2,477)

Other, net	(235)		(254)

Net cash provided by financing activities	72,594		54,361
Effect of exchange rates on cash and cash equivalents	(23,619)		(4,349)
Changes in cash and cash equivalents--
Net decrease in cash and cash equivalents	(35,444)		(16,627)
Cash and cash equivalents at beginning of year	180,362		268,103
Cash and cash equivalents at end of period	$	144,918	$	251,476

See accompanying notes

THE MIDDLEBY CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 1, 2022

(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 2021 Form 10-K. The company’s interim results are not necessarily indicative of future full year results for the fiscal year 2022.

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 October 1, 2022 and January 1, 2022, the results of operations for the three and nine months ended October 1, 2022 and October 2, 2021, cash flows for the nine months ended October 1, 2022 and October 2, 2021 and statement of stockholders' equity for the three and nine months ended October 1, 2022 and October 2, 2021.

Certain prior year amounts have been reclassified to be consistent with current year presentation, including non-cash unrealized foreign exchange on non-functional currency third party debt, previously reported in changes in assets and liabilities, net of acquisitions to other non-cash items as an adjustments to reconcile net earnings to cash provided by operating activities on the Consolidated Statements of Cash Flows.

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 $15.7 million and $10.2 million for the three months period ended October 1, 2022 and October 2, 2021, respectively. Non-cash share-based compensation expense was $42.6 million and $27.1 million for the nine months period ended October 1, 2022 and October 2, 2021, respectively.

c)Income Taxes

A tax provision of $34.7 million, at an effective rate of 24.9%, was recorded during the three months period ended October 1, 2022, as compared to a $54.9 million tax provision at an effective rate of 23.8% in the prior year period. A tax provision of $99.3 million, at an effective rate of 24.7%, was recorded during the nine months period ended October 1, 2022, as compared to a $97.7 million tax provision at a 20.2% effective rate in the prior year period. In the three months period ended July 3, 2021, the company recorded several discrete tax benefits, including a deferred tax benefit for the enacted future UK tax rate change from 19% to 25% and tax benefits for amended U.S. tax returns. When excluding the discrete tax adjustments, the 2021 rates were approximately 24.0%.

On August 16, 2022, President Biden signed the Inflation Reduction Act ("IRA") into law. The IRA enacted a 15% corporate minimum tax effective in 2023, a 1% tax on share repurchases after December 31, 2022, and created and extended certain tax-related energy incentives. We currently do not expect the tax-related provisions of the IRA to have a material impact on our financial results.

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 the company's own assumptions.

The company’s financial assets and 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 October 1, 2022
Financial Assets:
Interest rate swaps	$	—	$	68,003	$	—	$	68,003

Financial Liabilities:

Contingent consideration	$	—	$	—	$	32,332	$	32,332
Foreign exchange derivative contracts	$	—	$	4,353	$	—	$	4,353

As of January 1, 2022
Financial Assets:
Interest rate swaps	$	—	$	3,645	$	—	$	3,645
Foreign exchange derivative contracts	$	—	$	1,095	$	—	$	1,095

Financial Liabilities:
Interest rate swaps	$	—	$	21,635	$	—	$	21,635
Contingent consideration	$	—	$	—	$	34,983	$	34,983

The contingent consideration as of October 1, 2022 and January 1, 2022, relates to the earnout provisions recorded in conjunction with various purchase agreements. The earnout provisions associated with these acquisitions are based upon performance measurements related to sales and earnings, as defined in the respective purchase agreement. On a quarterly basis, the company assesses the projected results for each acquired business in comparison to the earnout targets and adjusts the liability accordingly.

e) Consolidated Statements of Cash Flows

Cash paid for interest was $57.0 million and $38.5 million for the nine months ended October 1, 2022 and October 2, 2021, respectively. Cash payments totaling $84.2 million and $98.9 million were made for income taxes for the nine months ended October 1, 2022 and October 2, 2021, respectively.

Other non-cash items in the adjustments to reconcile net earnings to net cash provided by operating activities consists primarily of unrealized foreign exchange on non-functional currency third party debt.

f) Earnings Per Share

“Basic earnings per share” is calculated based upon the weighted average number of common shares actually outstanding, and “diluted earnings per share” is calculated based upon the weighted average number of common shares outstanding and other dilutive securities.

The company’s potentially dilutive securities consist of shares issuable on vesting of restricted stock grants computed using the treasury method and amounted to 23,313 and 28,102 for the three months ended October 1, 2022, and October 2, 2021, respectively. The company’s potentially dilutive securities consist of shares issuable on vesting of restricted stock grants computed using the treasury method and amounted to 12,171 and 16,342 for the nine months ended October 1, 2022 and October 2, 2021, respectively. For the nine months ended October 1, 2022 and October 2, 2021, the average market price of the company's common stock exceeded the exercise price of the Convertible Notes (as defined below) resulting in 931,897 and 1,678,501 diluted common stock equivalents to be included in the diluted net earnings per share, respectively. There have been no material conversions to date. See Note 12, Financing Arrangements for further details on the Convertible Notes. There were no anti-dilutive restricted stock grants excluded from common stock equivalents in any period presented.

2) Acquisitions and Purchase Accounting

The company accounts 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 company recognizes identifiable intangible assets, primarily trade names and customer relationships, at their fair value using a discounted cash flow model. The significant assumptions used to estimate the value of the intangible assets include revenue growth rates, projected profit margins, discount rates, royalty rates, and customer attrition rates. These significant assumptions are forward-looking and could be affected by future economic and market conditions. The results of operations are reflected in the consolidated financial statements of the company from the dates of acquisition.

Termination of Welbilt Merger

On April 20, 2021, Middleby entered into a Merger Agreement with Welbilt, Inc. Following Welbilt's receipt of an alternative acquisition proposal, on July 13, 2021, Middleby announced that, under the terms of the Merger Agreement, it would not exercise its right to propose any modifications to the terms of the Merger Agreement and would allow the match period to expire. Accordingly, on July 14, 2021, Welbilt delivered to Middleby a written notice terminating the Merger Agreement and, concurrently with Middleby’s receipt of the termination fee of $110.0 million in cash from Welbilt, the Merger Agreement was terminated on July 14, 2021.

The termination fee received is reflected in the Consolidated Statements of Comprehensive Income as the "merger termination fee" and $19.7 million of deal costs associated with the transaction are reflected in selling, general and administrative expenses in the Consolidated Statements of Comprehensive Income.

The company completed no material acquisitions during the nine months ended October 1, 2022.

Novy Invest NV

On July 12, 2021, the company completed its acquisition of all of the capital stock of Novy Invest NV ("Novy"), a leading manufacturer of premium residential ventilation hoods and cook tops located in Belgium, for a purchase price of approximately $250.9 million, net of cash acquired. The final allocation of consideration paid for the Novy acquisition is summarized as follows (in thousands):


	Preliminary Opening Balance Sheet		Measurement Period Adjustments		Adjusted Opening Balance Sheet
Cash	$	16,152	$	—	$	16,152

Current assets	23,762		234		23,996
Property, plant and equipment	17,058		4,383		21,441
Goodwill	142,741		(6,938)		135,803
Other intangibles	126,557		4,149		130,706

Other assets	26		173		199

Current liabilities	(23,440)		182		(23,258)

Long-term deferred tax liability	(33,918)		(2,072)		(35,990)
Other non-current liabilities	(1,930)		(111)		(2,041)






Net assets acquired and liabilities assumed	$	267,008	$	—	$	267,008

The long-term deferred tax liability amounted to $36.0 million. The deferred tax liability is comprised of $32.7 million related to the difference between the book and tax basis of identifiable intangible assets and $3.3 million related to the difference between the book and tax basis on identifiable tangible asset and liability accounts.

The goodwill and $106.6 million of other intangibles associated with the trade names are subject to the non-amortization provisions of ASC 350. Other intangibles also include $24.1 million allocated to customer relationships, which is being amortized over a period of 10 years. Goodwill of $135.8 million and other intangibles of $130.7 million from this acquisition are allocated to the Residential Kitchen Equipment Group for segment reporting purposes. Goodwill and other intangibles are not expected to be deductible for tax purposes.

Kamado Joe and Masterbuilt

On December 27, 2021, the company completed its acquisition of Masterbuilt Holdings, LLC, including its residential outdoor brands ("Kamado Joe and Masterbuilt"), a leader in outdoor residential cooking located in the Atlanta, Georgia area, for a purchase price of approximately $403.6 million, net of cash acquired. The purchase price was comprised of $403.6 million in cash and 12,921 shares of Middleby common stock valued at $2.5 million. During the third quarter of 2022, the company finalized the purchase price adjustment provided for by the purchase agreement, resulting in a payment to sellers of $2.8 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 values of assets acquired and liabilities assumed (in thousands):


	Preliminary Opening Balance Sheet		Preliminary Measurement Period Adjustments		Adjusted Opening Balance Sheet
Cash	$	5,381	$	(70)	$	5,311

Current assets	137,826		(5,263)		132,563
Property, plant and equipment	7,773		(1,678)		6,095
Goodwill	110,052		45,511		155,563
Other intangibles	215,577		(28,677)		186,900

Other assets	2,143		(1,174)		969

Current liabilities	(54,865)		(6,774)		(61,639)

Long-term deferred tax liability	(15,907)		—		(15,907)
Other non-current liabilities	(1,914)		946		(968)






Net assets acquired and liabilities assumed	$	406,066	$	2,821	$	408,887

The long-term deferred tax liability amounted to $15.9 million. The net deferred tax liability is comprised of $2.3 million of deferred tax asset related to tax loss carryforwards and $18.2 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 $145.4 million of other intangibles associated with the trade names are subject to the non-amortization provisions of ASC 350. Other intangibles also include $31.4 million allocated to customer relationships, $3.0 million allocated to developed technology, and $7.1 million allocated to backlog, which are being amortized over periods of 10 to 12 years, 11 years, and 3 to 6 months, respectively. Goodwill of $155.6 million and other intangibles of $186.9 million of the company are allocated to the Residential Kitchen Equipment Group for segment reporting purposes. Of these assets, goodwill of $54.2 million and intangibles of $186.9 million 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 for this acquisition. Thus, the provisional measurements of fair values 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.

Other 2021 Acquisitions

During the year ended January 1, 2022, the company completed various acquisitions that were not individually material. The following estimated fair values of assets acquired and liabilities assumed are based on the information that was available as of the acquisition dates for the other 2021 acquisitions and are summarized as follows (in thousands):


	Preliminary Opening Balance Sheet		Preliminary Measurement Period Adjustments		Adjusted Opening Balance Sheet
Cash	$	6,414	$	—	$	6,414

Current assets	76,077		477		76,554
Property, plant and equipment	19,561		(187)		19,374
Goodwill	85,270		8,485		93,755
Other intangibles	158,725		(9,193)		149,532

Other assets	2,101		31		2,132

Current liabilities	(33,910)		53		(33,857)

Long-term deferred tax asset (liability)	(3,010)		3,457		447
Other non-current liabilities	(7,092)		(3,397)		(10,489)

Consideration paid at closing