| Schedule of Business Acquisitions, by Acquisition |
The Company completed five acquisitions in the year ended December 31, 2022, including the following three previously announced acquisitions (collectively, the "2022 Acquisitions"):
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| Company |
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Segment |
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Description |
| Rockford Corporation |
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Manufacturing |
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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 |
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Manufacturing |
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Manufacturer of wakeboard/ski towers and accessories for marine original equipment manufacturers ("OEMs"), based in Cocoa, Florida, acquired in May 2022. |
| Transhield |
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Manufacturing |
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Designer and manufacturer of customized and proprietary protection solutions for the marine, military and industrial markets, including covers and shrinkable packaging, to protect equipment during transport and storage, based in Elkhart, Indiana, acquired in November 2022. |
The Company completed thirteen acquisitions in the year ended December 31, 2021, including the following seven previously announced acquisitions (collectively, the "2021 Acquisitions"):
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| Company |
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Segment |
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Description |
| Sea-Dog Corporation & Sea-Lect Plastics (collectively, "Sea-Dog") |
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Distribution & Manufacturing |
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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 expert tooling to companies and government entities, based in Everett, Washington, acquired in March 2021. |
| Hyperform, Inc. |
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Manufacturing |
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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 |
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Manufacturing & Distribution |
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Manufacturer and distributor of component products and accessories for the RV, marine, manufactured housing and industrial end markets that includes 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 |
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Manufacturing |
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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 |
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Manufacturing |
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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") |
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Manufacturing |
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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") |
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Manufacturing |
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Manufacturer of seating for the RV and marine end markets sold primarily to OEMs, based in Milford and Nappanee, Indiana, acquired in November 2021. |
The Company completed eleven acquisitions in the year ended December 31, 2020, including the following seven previously announced acquisitions (collectively, the "2020 Acquisitions"):
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| Company |
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Segment |
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Description |
| Maple City Woodworking Corporation |
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Manufacturing |
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Manufacturer of hardwood cabinet doors and fascia for the RV market based in Goshen, Indiana, acquired in March 2020. |
| SEI Manufacturing, Inc. |
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Manufacturing |
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Manufacturer of towers, T-Tops, hardtops, rails, gates and other aluminum exterior products for the marine market located in Cromwell, Indiana, acquired in March 2020. |
| Inland Plywood Company |
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Manufacturing |
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Supplier, laminator, and wholesale distributor of treated, untreated, and laminated plywood, medium density overlay panels, and other specialty products, primarily serving the marine market as well as the RV and industrial markets headquartered in Pontiac, Michigan with an additional facility in Cocoa, Florida, acquired in August 2020. |
| Synergy RV Transport |
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Distribution |
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Transportation and logistics service provider primarily for original equipment manufacturers and dealers in the RV market located in Goshen, Indiana, acquired in August 2020. |
| Front Range Stone |
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Manufacturing |
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Fabricator and installer of natural stone, quartz, solid surface, and laminate countertops, primarily serving big box home improvement retailers, home builders and commercial contractors in the industrial market based in Englewood, Colorado, acquired in September 2020. |
| Geremarie Corporation |
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Manufacturing |
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Designer, manufacturer, and fabricator of a full suite of high-precision aluminum components serving the marine industry, in addition to the medical, aerospace, defense, commercial and industrial markets located in Lake Zurich, Illinois, acquired in November 2020. |
| Taco Metals, LLC |
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Manufacturing |
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Manufacturer of boating products including rub rail systems, canvas and tower components, sport fishing and outrigger systems, helm chairs and pedestals, and specialty hardware for leading OEMs in the recreational boating industry and the related aftermarket headquartered in Miami, Florida, with manufacturing facilities in Tennessee and Florida, and distribution centers in Tennessee, Florida, South Carolina, and Massachusetts, acquired in November 2020. |
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| Schedule of Assets Acquired and Liabilities Assumed |
The following table summarizes the fair values of the assets acquired and liabilities assumed as of the date of the acquisition for 2022 Acquisitions:
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2022
Acquisitions |
| (thousands) |
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Acquisition A |
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Acquisition B |
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All Others |
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Total |
| Consideration |
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Cash, net of cash acquired |
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$ |
132,557 |
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$ |
95,582 |
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$ |
20,355 |
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$ |
248,494
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Working capital holdback and other, net(1)
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— |
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(749) |
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414 |
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(335) |
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Contingent consideration(2)
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— |
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— |
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1,750 |
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1,750
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Total consideration |
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132,557 |
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94,833 |
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22,519 |
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249,909
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| Assets Acquired |
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Trade receivables |
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$ |
20,640 |
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$ |
4,882 |
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$ |
904 |
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$ |
26,426
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Inventories |
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32,744 |
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8,732 |
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2,309 |
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43,785
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Prepaid expenses & other |
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2,502 |
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161 |
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93 |
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2,756
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Property, plant & equipment |
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5,270 |
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6,026 |
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1,638 |
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12,934
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Operating lease right-of-use assets |
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2,917 |
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1,435 |
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599 |
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4,951
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Identifiable intangible assets: |
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Customer relationships |
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56,000 |
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38,630 |
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6,940 |
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101,570
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Non-compete agreements |
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400 |
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230 |
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250 |
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880
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Patents |
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7,500 |
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9,400 |
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— |
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16,900
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Trademarks |
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16,000 |
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7,910 |
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1,410 |
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25,320
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| Liabilities Assumed |
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Current portion of operating lease obligations |
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(512) |
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(289) |
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(273) |
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(1,074) |
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Accounts payable & accrued liabilities |
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(25,681) |
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(3,238) |
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(1,253) |
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(30,172) |
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Operating lease obligations |
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(2,405) |
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(1,146) |
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(326) |
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(3,877) |
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Deferred tax liabilities |
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(19,540) |
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(14,076) |
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— |
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(33,616) |
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Total fair value of net assets acquired |
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95,835 |
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58,657 |
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12,291 |
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166,783
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Goodwill(3)
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36,722 |
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36,176 |
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10,228 |
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83,126
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$ |
132,557 |
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$ |
94,833 |
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$ |
22,519 |
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$ |
249,909
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(1) Certain acquisitions contain working capital holdbacks which are typically settled in a 90-day period following the close of the acquisition. This value represents the remaining amounts due to (from) sellers as of December 31, 2022.
(2) These amounts reflect the acquisition date fair value of contingent consideration based on future results relating to certain acquisitions.
(3) Goodwill is tax-deductible for the 2022 Acquisitions, except Acquisition A and Acquisition B (totaling approximately $72.9 million).
The following table summarizes the fair values of the assets acquired and liabilities assumed as of the date of the acquisition for 2021 and 2020 Acquisitions:
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2021
Acquisitions |
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2020 Acquisitions |
| (thousands) |
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Acquisition A |
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Acquisition B |
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All Others |
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Total |
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| Consideration |
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Cash, net of cash acquired |
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$ |
149,304 |
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$ |
165,387 |
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$ |
194,373 |
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$ |
509,064
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$ |
306,482 |
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Common stock issuance(1)
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10,211 |
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— |
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— |
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10,211
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— |
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Contingent consideration(2)
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3,500 |
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— |
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1,230 |
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4,730
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4,763 |
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Total consideration |
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163,015 |
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165,387 |
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195,603 |
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524,005
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311,245 |
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| Assets Acquired |
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Trade receivables |
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$ |
8,370 |
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$ |
4,483 |
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$ |
13,265 |
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$ |
26,118
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$ |
15,324 |
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Inventories |
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25,760 |
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16,647 |
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24,898 |
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67,305
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25,583 |
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Prepaid expenses & other |
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46 |
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12,210 |
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1,491 |
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13,747
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733 |
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Property, plant & equipment |
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27,573 |
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867 |
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26,454 |
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54,894
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64,790 |
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Operating lease right-of-use assets |
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11,507 |
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5,267 |
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8,756 |
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25,530
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20,029 |
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Identifiable intangible assets: |
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Customer relationships |
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47,700 |
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50,660 |
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65,712 |
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164,072
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99,897 |
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Non-compete agreements |
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1,200 |
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680 |
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1,763 |
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3,643
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1,150 |
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Patents |
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8,600 |
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15,050 |
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5,200 |
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28,850
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6,470 |
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Trademarks |
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27,450 |
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12,360 |
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16,709 |
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56,519
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23,464 |
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| Liabilities Assumed |
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Current portion of operating lease obligations |
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(2,385) |
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(1,072) |
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(2,061) |
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(5,518) |
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(2,721) |
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Accounts payable & accrued liabilities |
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(18,100) |
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(1,687) |
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(12,522) |
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(32,309) |
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(12,405) |
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Operating lease obligations |
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(9,122) |
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(4,195) |
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(6,695) |
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(20,012) |
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(17,308) |
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Deferred tax liabilities |
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— |
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— |
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(1,486) |
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(1,486) |
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(4,584) |
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Total fair value of net assets acquired |
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128,599 |
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111,270 |
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141,484 |
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381,353
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220,422 |
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Goodwill(3)
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34,416 |
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54,117 |
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54,119 |
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142,652
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90,823 |
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$ |
163,015 |
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$ |
165,387 |
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$ |
195,603 |
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$ |
524,005
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$ |
311,245 |
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(1) In connection with Company A, the Company issued 113,961 shares of common stock at a closing price of $89.60 as of the acquisition date.
(2) These amounts reflect the acquisition date fair value of contingent consideration based on future results relating to certain acquisitions. Contingent consideration associated with Company A is valued at $3.5 million, but subject to a $6.0 million maximum. (3) Goodwill is tax-deductible for the 2021 Acquisitions, except Tumacs Covers (approximately $6.2 million), and for the 2020 Acquisitions, except Front Range Stone (approximately $11.0 million)
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