Annual report pursuant to Section 13 and 15(d)

Acquisitions

v3.6.0.2
Acquisitions
 12 Months Ended
Dec. 31, 2016
Business Combinations [Abstract]  
Acquisitions
Acquisitions

2016 Acquisitions

On November 18, 2016, the Company acquired substantially all of the assets of Payne's Marine Group (Payne's), a leading wholesale distributor of marine parts and accessories in Canada, which is based in Victoria, British Columbia. The addition of Payne's broadens the reach of the Company's marine parts and accessories distribution network in the Canadian market. Payne's is managed within the Marine Engine segment.

On August 31, 2016, the Company acquired 100 percent of ICG, a market leader specializing in the design of indoor cycling equipment, which is based in Nuremburg, Germany. The addition of ICG strengthens the Company's position in indoor cycling and provides a strong foundation to expand in the growing group exercise market. ICG is managed as part of the Company's Fitness segment.

The Company acquired ICG for total consideration of $54.1 million, including $51.7 million of cash paid in 2016. The preliminary recording of the fair value of the assets acquired and liabilities assumed resulted in $20.4 million of identifiable intangible assets, including customer relationships, trade names and patents and proprietary technology for $11.2 million, $6.0 million and $3.2 million, respectively, along with $28.6 million for goodwill which is not deductible for tax purposes. The amounts assigned to ICG's customer relationships and patents and proprietary technology will be amortized over the estimated useful life of approximately 11 years and 5 years, respectively. These amounts recorded are preliminary and are subject to change within the measurement period as the Company finalizes its fair value estimates.

On July 1, 2016, the Company acquired substantially all of the assets of privately held Thunder Jet Boats, Inc. (Thunder Jet), a designer and builder of heavy-gauge aluminum boats, which is based in Clarkston, Washington. Thunder Jet offers a lineup of 18 models ranging in length from 18-26 feet and adds breadth and depth to the Company's overall product portfolio. Thunder Jet is managed within the Company's Boat segment.

On January 20, 2016, the Company acquired 100 percent of privately held Cybex, a leading manufacturer of commercial fitness equipment. Cybex offers a full line of cardiovascular and strength products and had unaudited sales in 2015 of approximately $169 million. The addition of Cybex expands the Fitness segment's participation in key markets, including commercial fitness, and adds to the Company's manufacturing footprint to meet current and future demand more effectively. Cybex also increases the breadth and depth of the segment's product portfolio. Cybex is managed within the Company's Fitness segment.

The following table is a summary of the assets acquired, liabilities assumed and net cash consideration paid for the Cybex acquisition during 2016:
(in millions)
Fair Value
 
Useful Life
Accounts and notes receivable
$
22.0

 
 
Inventory
13.9

 
 
Goodwill(A)
88.4

 
 
Trade names
38.6

 
Indefinite
Customer relationships
43.7

 
16 years
Patents and proprietary technology
3.1

 
5 years
Property and equipment
35.2

 
 
Other assets
3.7

 
 
Total assets acquired
248.6

 
 
Total liabilities assumed
51.7

 
 
Net cash consideration paid(B)
$
196.9

 
 

(A) The goodwill recorded for the acquisition of Cybex is not deductible for tax purposes.
(B) Net cash consideration paid includes a purchase price adjustment of $1.9 million in 2016.

2015 Acquisitions

On November 6, 2015, the Company acquired 100 percent of privately held Garelick Mfg. Co. (Garelick), which is based in St. Paul Park, Minnesota. Garelick is a leading manufacturer of premium seating, table hardware and other marine products. The Company believes this acquisition will expand the Company's marine parts and accessories business and add depth and breadth to its product portfolio. Garelick is managed within the Marine Engine segment.

On July 8, 2015, the Company acquired 100 percent of privately held SCIFIT Systems, Inc. (SCIFIT), which is based in Tulsa, Oklahoma. SCIFIT is a provider of fitness equipment designed for active aging seniors, medical wellness and rehabilitation markets. The Company believes this acquisition will expand the Fitness segment's product portfolio and enable entry into these growing adjacent markets. SCIFIT is managed within the Fitness segment.

On April 27, 2015, the Company acquired 100 percent of privately held BLA, which is based in Brisbane, Australia. BLA is Australia's largest provider of marine products and has an extensive dealer network throughout Australia and New Zealand. The Company believes this acquisition will strengthen Brunswick's marine parts and accessories presence in this region. BLA is managed within the Marine Engine segment.
The following table is a summary of the net cash consideration paid and the goodwill and intangible assets acquired during the years ended December 31, 2016 and 2015:
(in millions)
 
 
 
 
 
Fair Value of Identifiable Intangible Assets Acquired
 
 
Year
 
Net Cash Consideration Paid
 
Goodwill(B)
 
Total
 
Intangible Asset
 
Useful Life
2016 (A)
 
$
276.1

 
$
119.2

 
$
118.7

 
Trade names
 
$
50.9

 
Indefinite
 
 
 
 
 
 
 
 
Customer relationships
 
61.5

 
11 - 16 years
 
 
 
 
 
 
 
 
Patents and proprietary technology
 
6.3

 
5 years
2015
 
29.7

 
3.5

 
13.4

 
Trade names
 
6.5

 
Indefinite
 
 
 
 
 
 
 
 
Customer relationships
 
6.1

 
7 years
 
 
 
 
 
 
 
 
Patents and proprietary technology
 
0.8

 
5 years

(A) Due to the timing of certain acquisitions, these amounts are preliminary and are subject to change within the measurement period as the Company finalizes its fair value estimates.
(B) The goodwill recorded for the acquisitions of ICG, Cybex and SCIFIT is not deductible for tax purposes, but is deductible for Thunder Jet.

These acquisitions are not material to the Company's net sales, results of operations or total assets during any period presented. Accordingly, the Company's consolidated results from operations do not differ materially from historical performance as a result of these acquisitions and, therefore, pro forma results are not presented.