Note 5 - Acquisitions | 9 Months Ended |
Sep. 28, 2014 |
Business Combinations [Abstract] | ' |
Business Combination Disclosure [Text Block] | ' |
5. ACQUISITIONS |
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2014 Acquisitions |
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PolyDyn3 |
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In early September 2014, the Company acquired the business and certain assets of Elkhart, Indiana-based PolyDyn3. PolyDyn3 is a custom fabricator of simulated wood and stone products such as headboards, fireplaces, ceiling medallions, columns and trims, for the recreational vehicle (“RV”) market. The net purchase price was $1.3 million. |
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The acquisition provides the Company the opportunity to bring in-house new production capabilities and product lines that were previously represented through one of the Company’s distribution business units, and gain additional penetration in the RV market sector. The results of operations for PolyDyn3 are included in the Company’s condensed consolidated financial statements and the Manufacturing operating segment from the date of 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 PolyDyn3 team to maximize efficiencies, revenue impact, market share growth, and net income. |
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The acquisition was funded through borrowings under the Company’s 2012 Credit Facility (as defined herein). Assets acquired and liabilities assumed in the acquisition were recorded on the Company’s condensed consolidated statements of financial position at their estimated fair value as of the date of the acquisition. The preliminary purchase price allocation is subject to final approval and settlement of a working capital adjustment, and thus all required purchase accounting adjustments are expected to be finalized within the measurement period of up to one year. The following summarizes the estimated fair values of the assets acquired and the liabilities assumed as of the date of acquisition: |
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(thousands) | | | | | | | | | | | | | | | | |
Trade receivables | | $ | 86 | | | | | | | | | | | | | |
Inventories | | | 194 | | | | | | | | | | | | | |
Property, plant and equipment | | | 683 | | | | | | | | | | | | | |
Prepaid expenses | | | 125 | | | | | | | | | | | | | |
Accounts payable and accrued liabilities | | | (124 | ) | | | | | | | | | | | | |
Intangible assets | | | 230 | | | | | | | | | | | | | |
Goodwill | | | 57 | | | | | | | | | | | | | |
Total net purchase price | | $ | 1,251 | | | | | | | | | | | | | |
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Precision |
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In early June 2014, the Company acquired the business and certain assets of four related companies based in Bremen, Indiana 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”). The Precision Painting Group is comprised of three full service exterior full body painting operations that offer exterior painting and interior refurbishing for both OEMs and existing RV and fleet owners, and a transportation operation that services their in-house customers. The net purchase price, which includes the subsequent purchase of five operating facilities from the sellers of Precision in July 2014 (per the June 2014 asset purchase agreement), was $16.0 million. |
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This acquisition provides the opportunity for the Company to establish a presence in the RV exterior full body painting market and increase its product offerings, market share and per unit content. The results of operations for Precision are included in the Company’s condensed consolidated financial statements and the Manufacturing operating segment from the date of 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 Precision team to maximize efficiencies, revenue impact, market share growth, and net income. |
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The acquisition was funded through borrowings under the Company’s 2012 Credit Facility. Assets acquired and liabilities assumed in the acquisition were recorded on the Company’s condensed consolidated statements of financial position at their estimated fair values as of the date of the 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 fourth quarter of 2014. The following summarizes the estimated fair values of the assets acquired and the liabilities assumed as of the date of acquisition: |
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(thousands) | | | | | | | | | | | | | | | | |
Trade receivables | | $ | 1,425 | | | | | | | | | | | | | |
Inventories | | | 208 | | | | | | | | | | | | | |
Property, plant and equipment | | | 7,032 | | | | | | | | | | | | | |
Prepaid expenses | | | 10 | | | | | | | | | | | | | |
Accounts payable and accrued liabilities | | | (847 | ) | | | | | | | | | | | | |
Intangible assets | | | 4,492 | | | | | | | | | | | | | |
Goodwill | | | 3,693 | | | | | | | | | | | | | |
Total net purchase price | | $ | 16,013 | | | | | | | | | | | | | |
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Foremost |
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In late 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. This acquisition provides the opportunity for the Company to establish a presence in the laminated and fabricated roll formed aluminum products market and increase its product offerings, market share and per unit content. The results of operations for Foremost are included in the Company’s condensed consolidated financial statements and the Manufacturing and Distribution operating segments from the date of 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 Foremost team to maximize efficiencies, revenue impact, market share growth, and net income. |
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The acquisition was funded through borrowings under the Company’s 2012 Credit Facility. Assets acquired and liabilities assumed in the acquisition were recorded on the Company’s condensed consolidated statements of financial position at their estimated fair values as of the date of the 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 fourth quarter of 2014. The following summarizes the estimated fair values of the assets acquired and the liabilities assumed as of the date of acquisition: |
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(thousands) | | | | | | | | | | | | | | | | |
Trade receivables | | $ | 4,868 | | | | | | | | | | | | | |
Inventories | | | 11,772 | | | | | | | | | | | | | |
Property, plant and equipment | | | 3,934 | | | | | | | | | | | | | |
Prepaid expenses | | | 129 | | | | | | | | | | | | | |
Accounts payable and accrued liabilities | | | (4,277 | ) | | | | | | | | | | | | |
Intangible assets | | | 20,905 | | | | | | | | | | | | | |
Goodwill | | | 8,025 | | | | | | | | | | | | | |
Total net purchase price | | $ | 45,356 | | | | | | | | | | | | | |
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2013 Acquisitions |
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Frontline |
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In early September 2013, the Company acquired the business and certain assets of Warsaw, Indiana-based Frontline, a manufacturer of fiberglass bath fixtures including tubs, showers and combination tub/shower units for the RV, manufactured housing (“MH”), and residential housing markets, for a net purchase price of $5.2 million, which included a contingent payment that may be paid based on future performance. The fair value of the contingent consideration arrangement was estimated by applying the income approach and included assumptions related to the probability of future payments and discounted cash flows. In the third quarter of 2014, the Company determined that the contingent consideration would not be paid as the conditions for payment were not achieved. As a result, the Company recognized a pretax gain of $0.3 million associated with the non-payment of the contingent consideration which is included in the line item “Selling, general & administrative” on the condensed consolidated statements of income for the third quarter and nine months ended September 28, 2014. |
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This acquisition provides the opportunity for the Company to establish a presence in the fiberglass bath fixtures market and increase its product offerings, market share and per unit content. The results of operations for Frontline are included in the Company’s condensed consolidated financial statements and the Manufacturing operating segment from the date of 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 Frontline team to maximize efficiencies, revenue impact, market share growth, and net income. |
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The acquisition was funded through borrowings under the Company’s 2012 Credit Facility. Assets acquired and liabilities assumed in the acquisition were recorded on the Company’s condensed consolidated statements of financial position at their estimated fair values as of the date of the acquisition. The purchase price allocation and all required purchase accounting adjustments were finalized in the second quarter of 2014. The following summarizes the estimated fair values of the assets acquired and the liabilities assumed as of the date of acquisition: |
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(thousands) | | | | | | | | | | | | | | | | |
Trade receivables | | $ | 1,545 | | | | | | | | | | | | | |
Inventories | | | 250 | | | | | | | | | | | | | |
Property, plant and equipment | | | 917 | | | | | | | | | | | | | |
Prepaid expenses | | | 21 | | | | | | | | | | | | | |
Accounts payable and accrued liabilities | | | (2,135 | ) | | | | | | | | | | | | |
Intangible assets | | | 2,092 | | | | | | | | | | | | | |
Goodwill | | | 2,490 | | | | | | | | | | | | | |
Total net purchase price | | $ | 5,180 | | | | | | | | | | | | | |
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Premier |
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In early September 2013, the Company acquired the business and certain assets of Warsaw, Indiana-based Premier, a custom fabricator of solid surface, granite, and quartz countertops for the RV, MH and residential housing markets, for a net purchase price of $2.6 million, which includes a contingent payment that may be paid based on future performance. The fair value of the contingent consideration arrangement was estimated by applying the income approach and included assumptions related to the probability of future payments and discounted cash flows. In the third quarter of 2014, the Company determined that the contingent consideration would not be paid as the conditions for payment were not achieved. As a result, the Company recognized a pretax gain of $0.2 million associated with the non-payment of the contingent consideration which is included in the line item “Selling, general & administrative” on the condensed consolidated statements of income for the third quarter and nine months ended September 28, 2014. |
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This acquisition provides the opportunity for the Company to expand its presence in the countertops market and increase its product offerings, market share and per unit content. The results of operations for Premier are included in the Company’s condensed consolidated financial statements and the Manufacturing operating segment from the date of 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 Premier team to maximize efficiencies, revenue impact, market share growth, and net income. |
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The acquisition was funded through borrowings under the Company’s 2012 Credit Facility. Assets acquired and liabilities assumed in the acquisition were recorded on the Company’s condensed consolidated statements of financial position at their estimated fair values as of the date of the acquisition. The purchase price allocation and all required purchase accounting adjustments were finalized in the second quarter of 2014. The following summarizes the estimated fair values of the assets acquired and the liabilities assumed as of the date of acquisition: |
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(thousands) | | | | | | | | | | | | | | | | |
Trade receivables | | $ | 764 | | | | | | | | | | | | | |
Inventories | | | 347 | | | | | | | | | | | | | |
Property, plant and equipment | | | 561 | | | | | | | | | | | | | |
Accounts payable and accrued liabilities | | | (1,357 | ) | | | | | | | | | | | | |
Intangible assets | | | 1,210 | | | | | | | | | | | | | |
Goodwill | | | 1,095 | | | | | | | | | | | | | |
Total net purchase price | | $ | 2,620 | | | | | | | | | | | | | |
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West Side |
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In late September 2013, the Company acquired the business and certain assets of Goshen, Indiana-based West Side, a wholesale supplier of La-Z-Boy® recliners and the Serta® Trump Home™ mattress line, among other furniture products, to the RV market, for a net purchase price of $8.7 million. This acquisition provides the opportunity for the Company to expand its presence in the wholesale furniture business for the RV industry, and increase its product offerings, market share and per unit content. The results of operations for West Side are included in the Company’s condensed consolidated financial statements and the Distribution operating segment from the date of 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, sales, and systems resources with the organizational talent and expertise of the West Side team to maximize efficiencies, revenue impact, market share growth, and net income. |
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The acquisition was funded through borrowings under the Company’s 2012 Credit Facility. Assets acquired and liabilities assumed in the acquisition were recorded on the Company’s condensed consolidated statements of financial position at their estimated fair values as of the date of the acquisition. The following summarizes the estimated fair values of the assets acquired and the liabilities assumed as of the date of acquisition: |
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(thousands) | | | | | | | | | | | | | | | | |
Trade receivables | | $ | 902 | | | | | | | | | | | | | |
Inventories | | | 1,439 | | | | | | | | | | | | | |
Property, plant and equipment | | | 324 | | | | | | | | | | | | | |
Prepaid expenses | | | 9 | | | | | | | | | | | | | |
Accounts payable and accrued liabilities | | | (2,094 | ) | | | | | | | | | | | | |
Intangible assets | | | 5,461 | | | | | | | | | | | | | |
Goodwill | | | 2,670 | | | | | | | | | | | | | |
Total net purchase price | | $ | 8,711 | | | | | | | | | | | | | |
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Pro Forma Information |
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The following pro forma information for the third quarter and nine months ended September 28, 2014 assumes the Precision and Foremost acquisitions (which were acquired in June 2014) occurred as of January 1, 2014, the beginning of the year in which such acquisitions occurred. The pro forma information for the third quarter and nine months ended September 29, 2013 assumes the Frontline, Premier, and West Side acquisitions (all three of which were acquired in September 2013), and the Precision and Foremost acquisitions, occurred as of January 1, 2013. The pro forma information below for each of the 2014 and 2013 periods contains the actual operating results of Frontline, Premier, West Side, Precision and Foremost since their respective acquisition date, combined with the operating results prior to their respective acquisition dates. |
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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 at the beginning of the respective years. In addition, the pro forma information includes amortization expense related to intangible assets acquired in the Frontline, Premier and West Side acquisitions of approximately $0.3 million and $0.9 million, in the aggregate, for the third quarter and nine months ended September 29, 2013, respectively. In addition, the pro forma information includes amortization expense related to intangible assets acquired in the Precision and Foremost acquisitions of approximately $1.2 million for the nine months ended September 28, 2014, and $0.6 million and $1.9 million for the third quarter and nine months ended September 29, 2013, respectively. Pro forma information related to the PolyDyn3 acquisition is not included in the table below, as its financial results were not considered to be significant to the Company’s operating results for the periods presented. |
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| | Third Quarter Ended | | | Nine Months Ended | |
| | Sept. 28, | | | | Sept. 29, | | | Sept. 28, | | | | Sept. 29, | |
(thousands except per share data) | | | 2014 | | | | 2013 | | | | 2014 | | | | 2013 | |
Revenue | | $ | 188,138 | | | $ | 177,832 | | | $ | 598,069 | | | $ | 554,577 | |
Net income | | | 7,254 | | | | 5,297 | | | | 24,719 | | | | 20,508 | |
Net income per share – basic | | | 0.68 | | | | 0.5 | | | | 2.31 | | | | 1.91 | |
Net income per share – diluted | | | 0.68 | | | | 0.5 | | | | 2.3 | | | | 1.9 | |
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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. |
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For the third quarter and nine months ended September 28, 2014, revenue of approximately $25.0 million and $26.6 million, respectively, was included in the Company’s condensed consolidated statements of income pertaining to the three businesses acquired in 2014. Revenue of approximately $1.8 million was included in the Company’s condensed consolidated statements of income pertaining to the three businesses acquired in both the third quarter and first nine months of 2013. |