Business Combination Disclosure [Text Block] | 6. A CQUISITIONS General The Company completed four acquisitions in the first six months of 2016 and three acquisitions in 2015, including two in the first six months of 2015. 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 condensed consolidated statements of financial position at their estimated fair values as of the respective dates of acquisition. 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. Intangible asset values were estimated using income based valuation methodologies. See Note 5 for information regarding the amortization periods assigned to finite-lived intangible assets. 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 2016. The first six months of 2016 included revenue and operating income of approximately $20.0 million and $2.3 million, respectively. Acquisition-related costs associated with the businesses acquired in 2016 were immaterial. For the second quarter ended June 28, 2015, revenue and operating income of approximately $13.8 million and $2.2 million, respectively, were included in the Company’s condensed consolidated statements of income relating to the businesses acquired in 2015. The first six months of 2015 included revenue and operating income of approximately $20.3 million and $3.0 million, respectively. Acquisition-related costs associated with the business acquired in 2015 were immaterial. 2016 Acquisitions 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 recreational vehicle (“RV”) and industrial markets, for a net purchase price of $13.9 million. The acquisition of MSM provides the opportunity for the Company to further expand its presence in the aluminum and steel products market and increase its product offering, market share and per unit content. 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. 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 2016. The following summarizes the estimated fair values of the assets acquired and the liabilities assumed as of the date of acquisition: (thousands) Trade receivables $ 2,054 Inventories 1,610 Property, plant and equipment 1,575 Prepaid expenses 4 Accounts payable and accrued liabilities (1,091 ) Intangible assets 6,354 Goodwill 3,421 Total net assets acquired $ 13,927 Cana In May 2016, the Company acquired the business and certain assets of Cana, a custom cabinetry manufacturer, primarily serving the manufactured housing (“MH”) industry and the residential, hospitality and institutional markets, for a net purchase price of $17.0 million. The acquisition of Cana, with operating facilities located in Elkhart, Indiana and Americus, Georgia, provides the opportunity for the Company to capitalize on its existing cabinetry manufacturing expertise and increase its product offerings, market share and per unit content. 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 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 2016. The following summarizes the estimated fair values of the assets acquired and the liabilities assumed as of the date of acquisition: (thousands) Trade receivables $ 1,134 Inventories 1,151 Property, plant and equipment 5,145 Prepaid expenses 37 Accounts payable and accrued liabilities (649 ) Intangible assets 6,633 Goodwill 3,572 Total net assets acquired $ 17,023 Parkland In February 2016, the Company acquired the business and certain assets 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 acquisition of Parkland provides the opportunity for the Company to establish a presence in the polymer-based products market and increase its product offering, market share and per unit content. 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 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 2016. The following summarizes the estimated fair values of the assets acquired and the liabilities assumed as of the date of acquisition: (thousands) Trade receivables $ 2,880 Inventories 5,280 Property, plant and equipment 2,987 Prepaid expenses 86 Accounts payable and accrued liabilities (2,180 ) Intangible assets 10,800 Goodwill 5,325 Total net assets acquired $ 25,178 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. The acquisition of Progressive, with six distribution facilities located in Arizona, Colorado, Indiana, Michigan and Utah, provides the opportunity for the Company to expand its product offerings in its existing electronics platform and increase its market share and per unit content. 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. 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 2016. The following summarizes the estimated fair values of the assets acquired and the liabilities assumed as of the date of acquisition: (thousands) Trade receivables $ 996 Inventories 3,583 Property, plant and equipment 100 Prepaid expenses 61 Accounts payable and accrued liabilities (2,344 ) Intangible assets 5,530 Goodwill 2,951 Total net assets acquired $ 10,877 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. The acquisition of Better Way, with operating facilities located in New Paris, Bremen and Syracuse, Indiana, provided the opportunity for the Company to further expand its presence in the fiberglass components market and increase its product offerings, market share and per unit content. The results of operations for Better Way are included in the Company’s condensed consolidated financial statements and the Manufacturing operating segment from the date of acquisition. The following summarizes the fair values of the assets acquired and the liabilities assumed as of the date of acquisition: (thousands) Trade receivables $ 4,901 Inventories 1,829 Property, plant and equipment 3,907 Prepaid expenses 80 Accounts payable and accrued liabilities (1,349 ) Intangible assets 20,030 Goodwill 11,087 Total net assets acquired $ 40,485 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 acquisition of SCI provided the opportunity for the Company to further expand its presence in the fiberglass components market and increase its product offerings, market share and per unit content. The results of operations for SCI are included in the Company’s condensed consolidated financial statements and the Manufacturing operating segment from the date of acquisition. The following summarizes the fair values of the assets acquired and the liabilities assumed as of the date of acquisition: (thousands) Trade receivables $ 1,407 Inventories 482 Property, plant and equipment 750 Prepaid expenses 5 Accounts payable and accrued liabilities (734 ) Intangible assets 9,535 Goodwill 8,596 Total net assets acquired $ 20,041 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 primarily for the RV market, of profile wraps, custom mouldings, laminated panels and moulding products. North American is also 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 acquisition of North American provided the opportunity for the Company to further expand its existing presence in the manufacture of laminated panels and moulding products and increase its product offerings, market share and per unit content, and provided a new opportunity in the softwoods lumber market. The results of operations for North American 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 2016, with no material changes from previously reported estimated amounts. The following summarizes the fair values of the assets acquired and the liabilities assumed as of the date of acquisition: (thousands) Trade receivables $ 8,924 Inventories 19,189 Property, plant and equipment 5,959 Prepaid expenses 139 Accounts payable and accrued liabilities (8,209 ) Intangible assets 36,185 Goodwill 17,463 Total net assets acquired $ 79,650 Pro Forma Information The following pro forma information for the second quarter and six months ended June 26, 2016 and June 28, 2015 assumes the Parkland, Progressive, Cana and MSM 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, 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 the transactions of (i) $0.2 million and $0.7 million for the second quarter and six months ended June 26, 2016, respectively, and (ii) $1.4 million and $3.1 million for the second quarter and six months ended June 28, 2015, respectively. Second Quarter Ended Six Months Ended June 26, June 28, June 26, June 28, (thousands except per share data) 2016 2015 2016 2015 Revenue $ 325,788 $ 302,355 $ 626,825 $ 610,401 Net income 16,849 14,595 30,244 27,332 Basic net income per common share 1.12 0.95 2.02 1.78 Diluted net income per common share 1.11 0.94 2.00 1.76 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. |