| Schedule of Business Acquisitions, by Acquisition |
The Company completed ten acquisitions in the nine months ended September 26, 2021, including the following five previously announced acquisitions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 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 that provides plastic injection molding, design, product development and expert tooling to companies and government entities, based in Everett, Washington |
| Hyperform, Inc. |
|
Manufacturing |
|
Manufacturer of high-quality, non-slip foam flooring, operating under the SeaDek brand name, for the marine original equipment manufacturer ("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 |
| Alpha Systems, LLC |
|
Manufacturing & Distribution |
|
Manufacturer and distributor of component products and accessories for the recreational vehicle ("RV"), marine, manufactured housing and industrial end markets that includes adhesives, sealants, rubber roofing, roto/blow molding, injection molding, flooring, insulation, shutters, skylights, and various other products and accessories, operating out of nine facilities in Elkhart, Indiana. |
| 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. |
| Tumacs Covers |
|
Manufacturing & Distribution |
|
Manufacturer of custom designed boat covers, canvas frames, and bimini tops, primary serving large marine OEMs and dealers, headquartered in Pittsburgh, Pennsylvania, with manufacturing facilities in Indiana and Pennsylvania, and a distribution/service center in Michigan. |
The Company completed eleven acquisitions in the year ended December 31, 2020 (the "2020 Acquisitions"), including the following seven previously announced acquisitions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Company |
|
Segment |
|
Description |
| Maple City Woodworking Corporation |
|
Manufacturing |
|
Manufacturer of hardwood cabinet doors and fascia for the RV market based in Goshen, Indiana |
| SEI Manufacturing, Inc. |
|
Manufacturing |
|
Manufacturer of towers, T-Tops, hardtops, rails, gates and other aluminum exterior products for the marine market located in Cromwell, Indiana |
| Inland Plywood Company |
|
Manufacturing |
|
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 |
| Synergy RV Transport |
|
Distribution |
|
Transportation and logistics service provider primarily for OEMs and dealers in the RV market located in Goshen, Indiana |
| Front Range Stone |
|
Manufacturing |
|
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 |
| Geremarie Corporation |
|
Manufacturing |
|
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 |
| Taco Metals, LLC |
|
Manufacturing |
|
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 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 |
|
| 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 2021 Acquisitions and the 2020 Acquisitions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (thousands) |
|
2021 Acquisitions |
|
2020 Acquisitions |
| Consideration |
|
|
|
|
| Cash, net of cash acquired |
|
$ |
298,384
|
|
|
$ |
306,319 |
|
Working capital holdback and other, net(1)
|
|
1,189
|
|
|
(37) |
|
Common stock issuance(2)
|
|
10,211
|
|
|
— |
|
Contingent consideration(3)
|
|
4,540
|
|
|
4,763 |
|
| Total consideration |
|
$ |
314,324
|
|
|
$ |
311,045 |
|
|
|
|
|
|
| Assets Acquired |
|
|
|
|
| Trade receivables |
|
$ |
18,582
|
|
|
$ |
15,320 |
|
| Inventories |
|
46,099
|
|
|
25,395 |
|
| Prepaid expenses & other |
|
975
|
|
|
725 |
|
| Property, plant & equipment |
|
53,570
|
|
|
65,083 |
|
| Operating lease right-of-use assets |
|
16,438
|
|
|
20,029 |
|
| Identifiable intangible assets |
|
147,495
|
|
|
130,981 |
|
| Liabilities Assumed |
|
|
|
|
| Current portion of operating lease obligations |
|
(3,984) |
|
|
(2,721) |
|
| Accounts payable & accrued liabilities |
|
(26,171) |
|
|
(12,405) |
|
| Operating lease obligations |
|
(12,454) |
|
|
(17,308) |
|
| Deferred tax liabilities |
|
(1,996) |
|
|
(4,576) |
|
| Total fair value of net assets acquired |
|
238,554
|
|
|
220,523 |
|
Goodwill(4)
|
|
75,770
|
|
|
90,522 |
|
|
|
$ |
314,324
|
|
|
$ |
311,045 |
|
(1) 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 September 26, 2021.
(2) In connection with one acquisition, the Company issued 113,961 shares of common stock at a closing price of $89.60 as of the acquisition date.
(3) These amounts reflect the acquisition date fair value of contingent consideration based on future results relating to certain acquisitions.
(4) Goodwill is tax-deductible for the 2021 Acquisitions, except Tumacs Covers (approximately $6.2 million), and the 2020 Acquisitions, except Front Range Stone (approximately $11.0 million).
|
| Schedule of Pro Forma Information |
The pro forma information includes financing and interest expense charges based on incremental borrowings incurred in connection with each transaction. In addition, the pro forma information includes amortization expense, in the aggregate, related to intangible assets acquired in connection with the transactions of $0.2 million and $4.0 million for the third quarter and nine months ended September 26, 2021, respectively and $5.2 million and $16.3 million for the third quarter and nine months ended September 27, 2020, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Third Quarter Ended |
|
Nine Months Ended |
| (thousands, except per share data) |
|
September 26, 2021 |
|
September 27, 2020 |
|
September 26, 2021 |
|
September 27, 2020 |
| Revenue |
|
$ |
1,067,111
|
|
|
$ |
802,753 |
|
|
$ |
3,040,971
|
|
|
$ |
2,049,211 |
|
| Net income |
|
58,190
|
|
|
43,183 |
|
|
172,574
|
|
|
66,967 |
|
| Basic net income per common share |
|
2.55
|
|
|
1.90 |
|
|
7.56
|
|
|
2.94 |
|
| Diluted net income per common share |
|
2.49
|
|
|
1.87 |
|
|
7.38
|
|
|
2.90 |
|
|