Business Combination Disclosure [Text Block] | Note 2. Acquisitions Consistent with our growth strategy, we completed several acquisitions during 2015 and 2014 focused on strengthening our protein processing and liquid foods portfolios. Fiscal year 2015 Stork Food and Dairy Systems B.V. On July 31, 2015, John Bean Technologies Corporation and its wholly-owned subsidiary John Bean Technologies Europe B.V. acquired the shares of Stork Food & Dairy Systems, B.V. (“SFDS”), located in Amsterdam, The Netherlands for 46.2 million euro ($50.7 million), which is net of cash acquired of 1.0 million euro ($1.1 million). Consideration for the transaction was provided by cash on hand supplemented with borrowings under our revolving credit facility. SFDS develops, produces and supplies integrated aseptic processing /sterilization and filling systems to the beverage and food processing industries. This acquisition enables us to add complementary aseptic and thermal processing and filling technologies to our liquid foods product portfolio, and will significantly strengthen our ability to provide complete solutions to our customers in the global liquid foods industry. This acquisition has been accounted for as a business combination. Tangible and identifiable intangible assets acquired and liabilities assumed were recorded at their respective estimated fair values. The excess of the consideration transferred over the estimated fair value of the net assets received has been recorded as goodwill. The factors that contributed to the recognition of goodwill primarily relate to acquisition-driven anticipated cost savings and revenue enhancement synergies coupled with the assembled workforce acquired that is not recognized separate and apart from goodwill as it is neither separable nor contractual in nature. We are currently assessing the amount of goodwill that we expect to be deductible for tax purposes. Acquisition-related transaction costs totaling $1.1 million were recognized as other expense at the time they were incurred. Because the transaction was completed on July 31, 2015, the purchase accounting is preliminary as the valuation of substantially all assets acquired, including accounts receivable, inventories, projects in progress, property, plant and equipment, and all identifiable intangibles, and liabilities assumed, including payables and contingent liabilities, as well as income tax balances and residual goodwill related to this acquisition is not complete; and significant information is still being assembled and reviewed. These amounts are subject to adjustment as additional information is obtained within the measurement period (not to exceed 12 months from the acquisition date). The following table summarizes the provisional fair values recorded for the assets acquired and liabilities assumed for SFDS: (In millions) Assets: Cash $ 1.1 Accounts receivable 10.0 Other receivables 2.5 Inventories 4.8 Costs in excess of billings on projects in progress 7.8 Property, plant and equipment 9.8 Intangible assets: Tradename 12.1 Customer relationships 2.1 Patents 3.9 Deferred Tax Asset 1.1 Total assets $ 55.2 Liabilities: Accounts payable 9.2 Billings in excess of costs on projects 7.6 Other liabilities 9.7 Deferred taxes 5.9 Warranty obligations 0.6 Total liabilities 33.0 Total purchase price $ 51.8 Goodwill $ 29.6 The tradename, patents and customer relationships will be amortized over their estimated useful lives of twenty-five, seven, and fifteen years, respectively. Fiscal year 2014 Wolf-Tec Acquisition On December 1, 2014, John Bean Technologies Corporation and its wholly-owned subsidiaries JBT Holdings, LLC and John Bean Technologies Limited, acquired substantially all of the assets and assumed certain liabilities of Wolf-Tec, Inc. (“Wolf-Tec”) for $53.7 million in cash, which is net of cash acquired of $0.2 million. Consideration for the transaction was provided by cash on hand supplemented with borrowings under our revolving credit facility. The acquisition enables us to better meet customer needs through an expanded portfolio of protein processing equipment and solutions. Our product lines and those of Wolf-Tec are highly complementary, with equipment of both companies frequently utilized on the same production line. The acquisition also provides us with further entry into the beef, pork, and seafood processing markets. The acquisition is strategic in that Wolf-Tec has a strong brand presence, excellent technology and is renowned for its sales and customer support. The acquisition of Wolf-Tec combined with our global reach has and will continue to create strong future growth opportunities. This acquisition has been accounted for as a business combination. Tangible and identifiable intangible assets acquired and liabilities assumed were recorded at their respective estimated fair values. The excess of the consideration transferred over the estimated fair value of the net assets received has been recorded as goodwill. The factors that contributed to the recognition of goodwill primarily relate to acquisition-driven anticipated cost savings, revenue enhancement synergies in our protein processing business and the acquisition of an assembled workforce. Approximately $13.4 million of the goodwill is expected to be deductible for tax purposes. Acquisition related costs totaling $0.7 million were recognized as other expense in the condensed consolidated statements of income at the time they were incurred. We have substantially completed the purchase price allocation for this acquisition, which is based on the fair value of assets acquired and liabilities assumed. However, if additional information is obtained about these assets and liabilities within the measurement period (not to exceed 12 months from the date of the acquisition), including through asset appraisals and learning more about the newly acquired business, we will refine our estimates of fair value. During the quarter ended September 30, 2015 we refined our estimates of the customer relationship by $0.1 million and other liabilities by ($0.1 million). The impact of these adjustments was reflected as a decrease in goodwill of $0.2 million. No other significant refinements of the valuation occurred during the quarter. Adjustments during the nine months ended September 30, 2015 included net refinements to customer relationships of $2.7 million, intellectual property of ($3.4 million), tradename of $1.5 million, non-compete of $0.8 million, deferred tax assets of $0.9 million, other liabilities of ($1.1 million), and other immaterial refinements of accounts receivable, inventory, and property, plant and equipment. The net impact of these adjustments was reflected as a net decrease in goodwill of $4.2 million. The following table summarizes the provisional fair values recorded for the assets acquired and liabilities assumed for Wolf-Tec: (In millions) Assets: Cash $ 0.2 Accounts receivable 2.3 Other current assets 0.3 Inventories 6.5 Property, plant and equipment 7.7 Intangible assets: Customer relationships 17.3 Intellectual property 2.8 Tradename 1.5 Noncompete agreement 0.8 Backlog & other assets 0.3 Deferred Tax Asset 0.9 Total assets $ 40.6 Liabilities: Accounts payable 1.7 Deferred revenue 0.3 Other liabilities 1.3 Total liabilities $ 3.3 Total purchase price $ 53.9 Goodwill $ 16.6 The customer relationships, intellectual property, and tradename will be amortized over their estimated useful lives of fifteen, ten, and ten years, respectively. The non-compete agreement will be amortized over its term of five years and the backlog asset was amortized over four months, reflecting its pattern of use. ICS Solutions Acquisition On July 1, 2014, we completed the acquisition of 100% of the outstanding shares of ICS Solutions, a subsidiary of Stork Food & Dairy Systems B.V., for cash consideration of $35.7 million, which is net of cash acquired of $10.0 million. We funded this acquisition with cash on hand as well as borrowings against our revolving line of credit. ICS Solutions, located in Amsterdam, The Netherlands and Gainesville, Georgia, is a worldwide leader in the engineering, installation and servicing of high-capacity food preservation equipment. The acquisition was strategically important as ICS Solutions’ hydromatic continuous sterilizer is complementary to our product portfolio of fillers, seamers and in-container sterilization technologies. With this acquisition, we have leveraged our worldwide presence and are providing a complete range of high-capacity, in-container sterilization solutions to our customers in the growing global beverage, dairy and canning industries. In addition, this acquisition is allowing us to improve operational effectiveness as well as enhance sales and service support for our customers through the combination of our businesses. This acquisition has been accounted for as a business combination. Tangible and identifiable intangible assets acquired and liabilities assumed were recorded at their respective estimated fair values. The excess of the consideration transferred over the estimated fair value of the net assets acquired has been recorded as goodwill. The factors that contributed to the recognition of goodwill primarily relate to expected synergistic benefits from the expansion of our in-container product portfolio. Approximately $1.1 million of the goodwill is expected to be deductible for tax purposes. Acquisition-related costs were recognized in other expense as incurred and totaled $0.9 million for the year ended December 31, 2014. The following table summarizes the fair values recorded for the assets acquired and liabilities assumed for ICS: (In millions) Assets: Cash $ 10.0 Accounts receivable 2.3 Inventories 0.4 Property, plant and equipment and other assets 0.1 Intangible assets: Customer relationships 15.7 Other intangible assets 8.4 Total assets $ 36.9 Liabilities: Accounts payable 1.3 Deferred revenue 2.3 Other liabilities 2.4 Deferred taxes 4.1 Total liabilities 10.1 Total purchase price $ 45.7 Goodwill $ 18.9 The customer relationships and other intangible assets will be amortized over a weighted-average useful life of approximately 12 years. Formcook A cquisition During the first quarter of 2014, John Bean Technologies AB (JBT AB), our wholly-owned subsidiary, acquired certain assets and liabilities of Formcook AB, a regional leader in designing, manufacturing and servicing custom-built industrial cooking and forming technologies for the food processing industry. This transaction was accounted for as a business combination. The purchase price was less than $2 million. While the acquisition was not material to our 2014 results, it is strategically important to our efforts to strengthen our protein processing portfolio. The pro forma impact of these acquisitions is not material individually or in the aggregate and as such, is not presented. |