ACQUISITIONS | 5. ACQUISITIONS General The Company completed two acquisitions involving four companies in the first six months of 2017 and seven acquisitions involving eight companies in 2016 , including four in the first six months of 2016. Each of the acquisitions was funded through borrowings under the Company’s 2015 Credit Facility (as defined herein). Assets acquired and liabilities assumed in the individual acquisitions were recorded on the Company’s condensed 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 the 2017 acquisition of Medallion Plastics, Inc. and for each of the 2016 acquisitions with the exception of the BH Electronics, Inc. acquisition. The goodwill recognized for the 2017 acquisition of Leisure Product Enterprises, LLC is expected to be partially deductible for income tax purposes. Intangible asset values were estimated using income based valuation methodologies. See Note 4 for information regarding the amortization periods assigned to finite-lived intangible assets. For the second quarter ended June 25, 2017 , revenue and operating income of approximately $18.1 million and $2.0 million , respectively, were included in the Company’s condensed consolidated statements of income relating to the four businesses acquired in the first six months of 2017 . The first six months of 2017 included revenue and operating income of approximately $18.4 million and $2.0 million , respectively, related to these acquisitions. Acquisition-related costs in the aggregate associated with such businesses were immaterial. For the second quarter ended June 26, 2016 , revenue and operating income of approximately $16.2 million and $1.9 million , respectively, were included in the Company’s condensed consolidated statements of income relating to the four businesses acquired in the first six months of 2016 . The first six months of 2016 included revenue and operating income of approximately $20.0 million and $2.3 million , respectively, related to these acquisitions. Acquisition-related costs in the aggregate associated with such businesses were immaterial. 2017 Acquisitions Leisure Product Enterprises, LLC (“LPE”) In April 2017, the Company acquired 100% of the membership interests of LPE for a net purchase price of approximately $73.5 million , subject to a final working capital adjustment. LPE is comprised of three complementary manufacturing companies primarily serving the marine and industrial markets: Marine Electrical Products, located in Lebanon, Missouri, supplies marine OEMs with fully-assembled boat dash and helm assemblies, including electrical wire harnesses as well as custom parts and assemblies for the industrial, commercial, and off-road vehicle markets; Florida Marine Tanks, located in Henderson, North Carolina, supplies aluminum fuel and holding tanks for marine and industrial customers; and Marine Concepts/Design Concepts, with facilities located in Sarasota, Florida and Cape Coral, Florida, designs, engineers and manufactures CNC plugs, open and closed composite molds, and CNC molds for fiberglass boat manufacturers. The results of operations for LPE are included in the Company's condensed 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 second half of 2017. Medallion Plastics, Inc. (“Medallion”) In March 2017, the Company acquired the business and certain assets of Elkhart, Indiana-based Medallion, a designer, engineer and manufacturer of custom thermoformed products and components which include dash and trim panels and fender skirts for the RV market, and complete interior packages, bumper covers, hoods, and trims for the automotive, specialty transportation and other industrial markets, for a net purchase price of $10.1 million . The results of operations for Medallion are included in the Company’s condensed 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 second half of 2017. 2016 Acquisitions 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 $26.1 million . The results of operations for Sigma/KRA are included in the Company’s condensed 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 second 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 condensed 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 second quarter of 2017, and resulted in changes from previously reported estimated amounts that include a $1.1 million and $2.3 million increase to property, plant and equipment and to other intangible assets, respectively, with a corresponding decrease of $3.4 million , in the aggregate, to goodwill. There was no material impact to the condensed consolidated statement of income related to these changes in the first six months of 2017. 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 condensed 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 first quarter of 2017, and resulted in changes from previously reported estimated amounts that include a $0.6 million increase to other intangible assets with a corresponding decrease of $0.6 million to goodwill. There was no material impact to the condensed consolidated statement of income related to these changes in the first six months of 2017. 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 condensed consolidated financial statements and the Manufacturing operating segment from the date of acquisition. 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 condensed consolidated financial statements and the Manufacturing operating segment from the date of acquisition. 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 condensed consolidated financial statements and the Distribution operating segment from the date of acquisition. 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 condensed 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 discussions 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 2017 Medallion $ 2,190 $ 2,442 $ 1,250 $ 128 $ 3,250 $ 1,750 $ 906 $ — $ 10,104 LPE 5,793 5,888 5,000 329 40,015 30,835 3,760 10,600 73,500 2017 Totals $ 7,983 $ 8,330 $ 6,250 $ 457 $ 43,265 $ 32,585 $ 4,666 $ 10,600 $ 83,604 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 — 6,315 2,772 154 — 11,200 BHE 2,922 3,801 1,794 — 21,140 14,403 1,508 7,552 35,000 Sigma/KRA 2,039 1,841 1,050 7 14,768 8,124 1,708 — 26,121 2016 Totals $ 12,120 $ 18,121 $ 14,557 $ 195 $ 74,103 $ 37,365 $ 9,994 $ 7,552 $ 138,915 Pro Forma Information The following pro forma information for the second quarter and six months ended June 25, 2017 and June 26, 2016 assumes the Medallion and LPE acquisitions (which were acquired in 2017) and the Parkland, Progressive, Cana, MSM, LS Mfg., BHE, and Sigma/KRA acquisitions (which were acquired in 2016) occurred as of the beginning of the year immediately preceding each such acquisition. The pro forma information contains the actual operating results of Medallion, LPE, Parkland, Progressive, Cana, MSM, LS Mfg., BHE, and Sigma/KRA, 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 the transactions of $0.3 million and $1.3 million for the second quarter and six months ended June 25, 2017 , respectively and $2.2 million and $4.7 million for the second quarter and six months ended June 26, 2016 , respectively. Second Quarter Ended Six Months Ended (thousands except per share data) Jun 25, 2017 Jun 26, 2016 Jun 25, 2017 Jun 26, 2016 Revenue $ 413,848 $ 366,992 $ 784,430 $ 707,456 Net income 21,244 20,557 39,551 37,997 Basic net income per common share 1.30 1.37 2.50 2.54 Diluted net income per common share 1.28 1.35 2.45 2.50 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. |