ACQUISITIONS (Tables)
|
6 Months Ended |
Jun. 26, 2022 |
|---|
| Business Combination and Asset Acquisition [Abstract] |
|
| Schedule of Business Acquisitions, by Acquisition |
The Company completed three acquisitions in the six months ended June 26, 2022, including the following two previously announced acquisitions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company |
|
Segment |
|
Description |
| Rockford Corporation |
|
Manufacturing |
|
Designer and manufacturer of audio systems and components through its brand Rockford Fosgate®, primarily serving the powersports and automotive aftermarkets, based in Tempe, Arizona, acquired in March 2022 |
| Diamondback Towers, LLC |
|
Manufacturing |
|
Manufacturer of wakeboard/ski towers and accessories for marine original equipment manufacturers ("OEMs"), based in Cocoa, Florida, acquired in May 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company |
|
Segment |
|
Description |
| Sea-Dog Corporation & Sea-Lect Plastics (collectively, "Sea-Dog") |
|
Distribution & Manufacturing |
|
Distributor of a variety of marine and powersports hardware and accessories to distributors, wholesalers, retailers, and manufacturers and provider of plastic injection molding, design, product development and tooling to companies and government entities, based in Everett, Washington, acquired in March 2021. |
| Hyperform, Inc. |
|
Manufacturing |
|
Manufacturer of high-quality, non-slip foam flooring, operating under the SeaDek brand name, for the marine OEM market and aftermarket as well as serving the pool and spa, powersports and utility markets under the SwimDek and EndeavorDek brand names, with manufacturing facilities in Rockledge, Florida and Cocoa, Florida, acquired in April 2021. |
| Alpha Systems, LLC |
|
Manufacturing & Distribution |
|
Manufacturer and distributor of component products and accessories for the RV, marine, manufactured housing and industrial end markets including adhesives, sealants, rubber roofing, roto/blow molding and injection molding products, flooring, insulation, shutters, skylights, and various other products and accessories, operating out of nine facilities in Elkhart, Indiana, acquired in May 2021. |
| Coyote Manufacturing Company |
|
Manufacturing |
|
Designer, fabricator, and manufacturer of a variety of steel and aluminum products, including boat trailers, towers, T-tops, leaning posts, and other custom components primarily for the marine OEM market, based in Nashville, Georgia, acquired in August 2021. |
| Tumacs Covers |
|
Manufacturing |
|
Manufacturer of custom designed boat covers, canvas frames, and bimini tops, primarily serving large marine OEMs and dealers, headquartered in Pittsburgh, Pennsylvania, with manufacturing facilities in Indiana and Pennsylvania, and a distribution/service center in Michigan, acquired in August 2021. |
| Wet Sounds, Inc. & Katalyst Industries LLC (collectively "Wet Sounds") |
|
Manufacturing |
|
Designer, engineer, and fabricator of innovative audio systems and accessories, including amplifiers, tower speakers, soundbars, and subwoofers sold directly to OEMs and consumers, and to dealers and retailers, primarily within the marine market as well as to the home audio and powersports markets and aftermarkets, based in Rosenburg, Texas, acquired in November 2021. |
| Williamsburg Marine LLC & Williamsburg Furniture, Inc. (collectively "Williamsburg") |
|
Manufacturing |
|
Manufacturer of seating for the RV and marine end markets sold primarily to OEMs, based in Milford and Nappanee, Indiana, acquired in November 2021. |
|
| Schedule of Assets Acquired and Liabilities Assumed |
The following table summarizes the fair values of the assets acquired and the liabilities assumed as of the date of acquisition for the 2022 Acquisitions and the 2021 Acquisitions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (thousands) |
|
2022 Acquisitions |
|
2021 Acquisitions |
| Consideration |
|
|
|
|
|
Cash, net of cash acquired(1)
|
|
$ |
149,736
|
|
|
$ |
509,339 |
|
|
Working capital holdback and other, net(2)
|
|
2,939
|
|
|
(279) |
|
|
Common stock issuance(3)
|
|
—
|
|
|
10,211 |
|
|
Contingent consideration(4)
|
|
1,600
|
|
|
4,730 |
|
|
|
Total consideration |
|
154,275
|
|
|
524,001 |
|
|
|
|
|
|
|
|
| Assets Acquired |
|
|
|
|
|
Trade receivables |
|
$ |
21,472
|
|
|
$ |
26,218 |
|
|
Inventories |
|
34,690
|
|
|
69,343 |
|
|
Prepaid expenses & other |
|
1,395
|
|
|
13,740 |
|
|
Property, plant & equipment |
|
6,813
|
|
|
55,470 |
|
|
Operating lease right-of-use assets |
|
3,516
|
|
|
25,530 |
|
|
Identifiable intangible assets |
|
77,890
|
|
|
245,924 |
|
|
|
|
|
|
|
| Liabilities Assumed |
|
|
|
|
|
Current portion of operating lease obligations |
|
(785) |
|
|
(5,518) |
|
|
Accounts payable & accrued liabilities |
|
(25,282) |
|
|
(32,326) |
|
|
Operating lease obligations |
|
(2,731) |
|
|
(20,012) |
|
|
Deferred tax liabilities and other long-term liabilities |
|
(16,675) |
|
|
(1,996) |
|
|
|
Total fair value of net assets acquired |
|
100,303
|
|
|
376,373 |
|
|
|
Goodwill(5)
|
|
53,972
|
|
|
147,628 |
|
|
|
|
|
$ |
154,275
|
|
|
$ |
524,001 |
|
(1) Amounts include cash used to pay off outstanding debt obligations at the time of acquisition.
(2) Certain acquisitions contain working capital holdbacks which are typically settled after a 90-day period following the close of the acquisition. This value represents the remaining amounts due to (from) sellers as of June 26, 2022.
(3) In connection with one of the 2021 Acquisitions, the Company issued 113,961 shares of common stock at a closing price of $89.60 as of the acquisition date.
(4) These amounts reflect the acquisition date fair value of contingent consideration based on expected future results relating to certain acquisitions.
(5) Goodwill is tax-deductible for the 2022 Acquisitions, except Rockford Corporation (approximately $43.5 million), and for the 2021 Acquisitions, except Tumacs Covers (approximately $6.2 million).
|
| Schedule of Identifiable Intangible Assets Acquired |
The following table presents our estimates of identifiable intangible assets for the 2022 Acquisitions and the 2021 Acquisitions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (thousands, except year data) |
|
Estimated Useful Life (in years) |
|
2022 Acquisitions |
|
2021 Acquisitions |
| Customer relationships |
|
10 |
|
$ |
48,490
|
|
|
$ |
161,652 |
|
| Non-compete agreements |
|
5 |
|
2,410
|
|
|
4,913 |
|
| Patents |
|
10 - 18 |
|
10,041
|
|
|
27,310 |
|
| Trademarks |
|
Indefinite |
|
16,949
|
|
|
52,049 |
|
|
|
|
|
$ |
77,890
|
|
|
$ |
245,924 |
|
|
| Schedule of Pro Forma Information |
In addition, the pro forma information includes amortization expense, in the aggregate, related to intangible assets acquired in connection with the transactions of $0.1 million and $1.1 million for the second quarter and six months ended June 26, 2022, respectively, and $4.6 million and $10.8 million for the second quarter and six months ended June 27, 2021, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Second Quarter Ended |
|
Six Months Ended |
| (thousands, except per share data) |
|
June 26, 2022 |
|
June 27, 2021 |
|
June 26, 2022 |
|
June 27, 2021 |
| Revenue |
|
$ |
1,478,392
|
|
|
$ |
1,123,924 |
|
|
$ |
2,852,364
|
|
|
$ |
2,114,986 |
|
| Net income |
|
116,560
|
|
|
69,338 |
|
|
231,928
|
|
|
128,097 |
|
| Basic net income per common share |
|
5.24
|
|
|
3.02 |
|
|
10.37
|
|
|
5.61 |
|
| Diluted net income per common share |
|
4.79
|
|
|
2.96 |
|
|
9.44
|
|
|
5.48 |
|
|