ACQUISITIONS | ACQUISITIONS General The Company completed a total of 14 acquisitions involving 19 companies in the three years ended December 31, 2016 , 2015 and 2014 as discussed below. Each of the acquisitions was funded through borrowings under the Company’s credit facility in existence at the time of acquisition. Assets acquired and liabilities assumed in the individual acquisitions were recorded on the Company’s consolidated statements of financial position at their estimated fair values as of the respective dates of acquisition. In general, the acquisitions described below provided the opportunity for the Company to either establish a new presence in a particular market and/or expand its product offerings in an existing market and increase its market share and per unit content. For each acquisition, the excess of the purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which represents the value of leveraging the Company’s existing purchasing, manufacturing, sales, and systems resources with the organizational talent and expertise of the acquired companies’ respective management teams to maximize efficiencies, revenue impact, market share growth, and net income. The goodwill recognized is expected to be deductible for income tax purposes for each of the 2014, 2015 and 2016 acquisitions with the exception of the BH Electronics, Inc. acquisition. Intangible asset values were estimated using income based valuation methodologies. The disclosure of the amortization periods assigned to finite-lived intangible assets is more fully disclosed in Note 7. For the years ended December 31, 2016 , 2015 and 2014 , revenue of approximately $92.3 million , $101.1 million and $55.9 million , respectively, was included in the Company’s consolidated statements of income pertaining to the businesses acquired in each such year. For the years ended December 31, 2016 , 2015 and 2014 , operating income of approximately $10.3 million , $11.8 million and $3.1 million , respectively, was included in the Company’s consolidated statements of income pertaining to the businesses acquired in each such year. Acquisition-related costs in the aggregate associated with the businesses acquired in 2016 , 2015 and 2014 were immaterial. 2016 Acquisitions Parkland Plastics, Inc. (“Parkland”) In February 2016, the Company acquired 100% of the outstanding capital stock of Middlebury, Indiana-based Parkland, a fully integrated designer and manufacturer of innovative polymer-based products including wall panels, lay-in ceiling panels, coated and rolled floors, protective moulding, and adhesives and accessories, used in a wide range of applications primarily in the RV, architectural and industrial markets, for a net purchase price of $25.2 million . The results of operations for Parkland are included in the Company’s consolidated financial statements and the Manufacturing operating segment from the date of acquisition. The purchase price allocation and all required purchase accounting adjustments were finalized in the fourth quarter of 2016, with no material changes from previously reported estimated amounts. The Progressive Group (“Progressive”) In March 2016, the Company acquired the business and certain assets of Progressive, a distributor and manufacturer's representative for major name brand electronics to small, mid-size and large retailers, distributors, and custom installers, primarily serving the auto and home electronics, retail, custom integration and commercial channels, for a net purchase price of $10.9 million . Progressive has six distribution facilities located in Arizona, Colorado, Indiana, Michigan and Utah. The results of operations for Progressive are included in the Company’s consolidated financial statements and the Distribution operating segment from the date of acquisition. The purchase price allocation and all required purchase accounting adjustments were finalized in the fourth quarter of 2016, with no material changes from previously reported estimated amounts. Cana Holdings, Inc. ("Cana") In May 2016, the Company acquired the business and certain assets of Cana, a custom cabinetry manufacturer, primarily serving the MH industry and the residential, hospitality and institutional markets, for a net purchase price of $16.5 million . Cana has operating facilities located in Elkhart, Indiana and Americus, Georgia. The results of operations for Cana are included in the Company’s consolidated financial statements and the Manufacturing operating segment from the date of acquisition. The purchase price allocation and all required purchase accounting adjustments were finalized in the fourth quarter of 2016, with no material changes from previously reported estimated amounts. Mishawaka Sheet Metal, LLC ("MSM") In June 2016, the Company acquired the business and certain assets of Elkhart, Indiana-based MSM, a fabricator of a wide variety of aluminum and steel products primarily serving the RV and industrial markets, for a net purchase price of $14.0 million . The results of operations for MSM are included in the Company’s consolidated financial statements and the Manufacturing operating segment from the date of acquisition. The purchase price allocation and all required purchase accounting adjustments were finalized in the fourth quarter of 2016, with no material changes from previously reported estimated amounts. Vacuplast, LLC d/b/a L.S. Manufacturing, Inc. ("LS Mfg.") In July 2016, the Company acquired the business and certain assets of Elkhart, Indiana-based LS Mfg., a manufacturer of a wide variety of thermoformed plastic parts and components, primarily serving the RV industry as well as certain industrial markets, for a net purchase price of $11.2 million . The results of operations for LS Mfg. are included in the Company’s consolidated financial statements and the Manufacturing operating segment from the date of acquisition. The preliminary purchase price allocation is subject to final review and approval, and thus all required purchase accounting adjustments are expected to be finalized in the first half of 2017. BH Electronics, Inc. ("BHE") In July 2016, the Company acquired 100% of the outstanding capital stock of BHE, a major designer, engineer and manufacturer of custom thermoformed dash panel assemblies, center consoles and trim panels, complete electrical systems, and related components and parts, primarily for recreational boat manufacturers in the U.S., for a net purchase price of $35.0 million . BHE has operating facilities located in Tennessee and Georgia. The results of operations for BHE are included in the Company’s consolidated financial statements and the Manufacturing operating segment from the date of acquisition. The preliminary purchase price allocation is subject to final review and approval, and thus all required purchase accounting adjustments are expected to be finalized in the first half of 2017. Sigma Wire International, LLC / KRA International, LLC (together "Sigma/KRA") In December 2016, the Company acquired the business and certain assets of Sigma Wire International, LLC ("Sigma"), headquartered in Elkhart, Indiana, and KRA International, LLC ("KRA"), headquartered in Mishawaka, Indiana. Sigma is a manufacturer of a wide range of PVC insulated wire and cable products primarily for the RV and marine markets. KRA, which operates primarily in the RV and industrial markets, is a manufacturer of wire harnesses and associated assemblies for RVs, commercial vehicles, lawn care equipment, marine products, the defense industry, and automotive aftermarket products. The Company acquired Sigma/KRA for a net purchase price of approximately $26.1 million . The results of operations for Sigma/KRA are included in the Company’s consolidated financial statements and the Manufacturing operating segment from the date of acquisition. The preliminary purchase price allocation is subject to final review and approval, and thus all required purchase accounting adjustments are expected to be finalized in the third quarter of 2017. 2015 Acquisitions Better Way Partners, LLC d/b/a Better Way Products (“Better Way”) In February 2015, the Company acquired the business and certain assets of Better Way, a manufacturer of fiberglass front and rear caps, marine helms and related fiberglass components primarily used in the RV, marine and transit vehicle markets, for a net purchase price of $40.5 million . Better Way has operating facilities located in New Paris, Bremen and Syracuse, Indiana. The results of operations for Better Way are included in the Company’s consolidated financial statements and the Manufacturing operating segment from the date of acquisition. Structural Composites of Indiana, Inc. (“SCI”) In May 2015, the Company acquired the business and certain assets of Ligonier, Indiana-based SCI, a manufacturer of large, custom molded fiberglass front and rear caps and roofs, primarily used in the RV market, and specialty fiberglass components for the transportation, marine and other industrial markets, for a net purchase price of $20.0 million . The results of operations for SCI are included in the Company’s consolidated financial statements and the Manufacturing operating segment from the date of acquisition. North American Forest Products, Inc. and North American Moulding, LLC (collectively, “North American”) In September 2015, the Company acquired the business and certain assets of Edwardsburg, Michigan-based North American, a manufacturer and distributor, primarily for the RV market, of profile wraps, custom mouldings, laminated panels and moulding products. This acquisition also provided the opportunity for the Company to expand into the softwoods lumber market through North American's operations as a manufacturer and supplier of raw and processed softwoods products, including lumber, panels, trusses, bow trusses, and industrial packaging materials, primarily used in the RV and MH industries. The Company acquired North American for a net purchase price of $79.7 million . The results of operations for North American are included in the Company’s consolidated financial statements and the Manufacturing operating segment from the date of acquisition. 2014 Acquisitions Precision Painting Group In June 2014, the Company acquired the business and certain assets of four related companies based in Bremen and Elkhart, Indiana: Precision Painting, Inc., Carrera Custom Painting, Inc., Millennium Paint, Inc., and TDM Transport, Inc. (collectively referred to as “Precision Painting Group” or “Precision”), for a net purchase price of $16.0 million . The Precision Painting Group is comprised of three full service exterior full body painting operations that offer exterior painting and interior refurbishing for both RV original equipment manufacturers and existing RV and fleet owners, and a transportation operation that services their in-house customers. The results of operations for Precision are included in the Company’s consolidated financial statements and the Manufacturing operating segment from the date of acquisition. Foremost Fabricators, LLC (“Foremost”) In June 2014, the Company acquired the business and certain assets of Goshen, Indiana-based Foremost, a fabricator and distributor of fabricated aluminum products, fiber reinforced polyester (“FRP”) sheet and coil, and custom laminated products, primarily used in the RV market, for a net purchase price of $45.4 million . The results of operations for Foremost are included in the Company’s consolidated financial statements and the Manufacturing and Distribution operating segments from the date of acquisition. PolyDyn3, LLC (“PolyDyn3”) In September 2014, the Company acquired the business and certain assets of Elkhart, Indiana-based PolyDyn3, a custom fabricator of simulated wood and stone products such as headboards, fireplaces, ceiling medallions, columns and trims for the RV market, for a net purchase price of $1.3 million . This acquisition also provided the opportunity for the Company to bring in-house new production capabilities and product lines that were previously represented through one of the Company’s Distribution segment business units. The results of operations for PolyDyn3 are included in the Company’s consolidated financial statements and the Manufacturing operating segment from the date of acquisition. Charleston Corporation (“Charleston”) In November 2014, the Company acquired the business and certain assets of Bremen, Indiana-based Charleston, a manufacturer of fiberglass and plastic components primarily used in the RV, marine and vehicle aftermarket industries, for a net purchase price of $9.5 million . The results of operations for Charleston are included in the Company’s consolidated financial statements and the Manufacturing operating segment from the date of acquisition. The following table summarizes the fair values of the assets acquired and the liabilities assumed as of the date of the acquisition. The purchase price allocation in each acquisition is final except as noted in the discussion above: (thousands) Trade receivables Inventories Property, plant and equipment Prepaid expenses Other intangible assets Goodwill Less: Accounts payable and accrued liabilities Less: Deferred tax liability Total net assets acquired 2016 Parkland $ 2,880 $ 5,280 $ 2,987 $ 86 $ 10,950 $ 5,175 $ 2,180 $ — $ 25,178 Progressive 996 3,074 100 61 6,010 2,980 2,344 — 10,877 Cana 646 1,151 5,840 29 7,065 2,927 1,135 — 16,523 MSM 2,017 1,592 2,521 12 7,855 984 965 — 14,016 LS Mfg. 620 1,382 265 — 5,751 3,336 154 — 11,200 BHE 2,922 3,801 704 — 18,868 17,764 1,507 7,552 35,000 Sigma/KRA 1,950 1,800 1,050 — 14,768 7,952 1,470 — 26,050 Totals $ 12,031 $ 18,080 $ 13,467 $ 188 $ 71,267 $ 41,118 $ 9,755 $ 7,552 $ 138,844 2015 Better Way $ 4,901 $ 1,829 $ 3,907 $ 80 $ 20,030 $ 11,087 $ 1,349 $ — $ 40,485 SCI 1,407 482 750 5 9,535 8,596 734 — 20,041 North American 8,924 19,189 5,959 139 36,185 17,463 8,209 — 79,650 Totals $ 15,232 $ 21,500 $ 10,616 $ 224 $ 65,750 $ 37,146 $ 10,292 $ — $ 140,176 2014 Precision $ 1,425 $ 208 $ 7,032 $ 10 $ 4,492 $ 3,843 $ 997 $ — $ 16,013 Foremost 4,868 11,415 3,934 129 20,905 8,407 4,302 — 45,356 PolyDyn3 86 194 683 125 230 57 124 — 1,251 Charleston 1,931 1,033 3,056 7 2,783 2,706 2,042 — 9,474 Totals $ 8,310 $ 12,850 $ 14,705 $ 271 $ 28,410 $ 15,013 $ 7,465 $ — $ 72,094 Pro Forma Information (Unaudited) The following pro forma information assumes the Parkland, Progressive, Cana, MSM, LS Mfg., BHE, and Sigma/KRA acquisitions (which were acquired in 2016) and the Better Way, SCI and North American acquisitions (which were acquired in 2015) occurred as of the beginning of the year immediately preceding each such acquisition.. The pro forma information contains the actual operating results of Parkland, Progressive, Cana, MSM, LS Mfg., BHE, Sigma/KRA, Better Way, SCI and North American, combined with the results prior to their respective acquisition dates adjusted to reflect the pro forma impact of the acquisitions occurring as of the beginning of the year immediately preceding each such acquisition. The pro forma information includes financing and interest expense charges based on the actual incremental borrowings incurred in connection with each transaction as if it occurred as of the beginning of the year immediately preceding each such acquisition. In addition, the pro forma information includes amortization expense, in the aggregate, related to intangible assets acquired in connection with each transaction of $3.2 million and $8.3 million for the years ended December 31, 2016 and 2015 , respectively. (thousands except per share data) 2016 2015 Revenue $ 1,301,399 $ 1,211,980 Net income 63,048 55,790 Basic net income per common share 4.20 3.64 Diluted net income per common share 4.13 3.60 The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time, nor is it intended to be a projection of future results. |