Quarterly report pursuant to Section 13 or 15(d)

Acquisitions (Notes)

v3.19.1
Acquisitions (Notes)
3 Months Ended
Mar. 30, 2019
Business Combinations [Abstract]  
Business Combination Disclosure [Text Block]
Acquisitions

2018 Acquisitions

On August 9, 2018, the Company completed its acquisition of the Global Marine & Mobile business of Power Products Holdings, LLC (Power Products) for $909.6 million in cash, on a cash-free, debt-free basis. Brunswick used proceeds from a combination of 364-day, three-year and five-year term loans (Term Loans) totaling $800.0 million as described in the 2018 Form 10-K along with cash on hand to fund this acquisition.

Power Products is a leading provider of electrical products to marine and other recreational and specialty vehicle markets. The acquisition advances Brunswick’s leadership by adding integrated electrical systems solutions to the marine market and an array of other mobile, specialty vehicle and industrial applications. Power Products is managed as part of the Marine Engine segment.
  
The purchase price allocation for the assets acquired and liabilities assumed is preliminary and subject to change within the allowed measurement period as the Company finalizes its fair value estimates. The following table is a summary of the assets acquired, liabilities assumed and net cash consideration paid for the Power Products acquisition during 2018:

(in millions)
Fair Value
 
Useful Life
Accounts and notes receivable
$
38.3

 
 
Inventory
64.3

 
 
Goodwill (A) (B)
348.6

 
 
Trade names
111.0

 
Indefinite
Customer relationships
430.0

 
15 years
Property and equipment
10.6

 
 
Other assets
5.6

 
 
Total assets acquired
1,008.4

 
 
 
 
 
 
Accounts payable (B)
24.3

 
 
Accrued expenses (B)
19.8

 
 
Deferred tax liabilities
54.7

 
 
Total liabilities assumed
98.8

 
 
 
 
 
 
Net cash consideration paid
$
909.6

 
 

(A) The goodwill recorded for the acquisition of Power Products is partially deductible for tax purposes.
(B) Includes $4.4 million of purchase accounting adjustments in the first quarter of 2019 related to contingency reserves.
 
Pro Forma Financial Information (Unaudited)

The pro forma information has been prepared as if the Power Products acquisition and the related debt financing had occurred on January 1, 2018. These pro forma results are based on estimates and assumptions which the Company believes to be reasonable. They are not the results that would have been realized had the acquisition actually occurred on January 1, 2018 and are not necessarily indicative of Brunswick's consolidated net earnings in future periods. The pro forma results include adjustments primarily related to interest expense on the Term Loans and amortization of intangible assets.

 
Three Months Ended
(in millions)
March 30, 2019
 
March 31, 2018
Pro forma Net sales
$
1,275.9

 
$
1,272.7

Pro forma Operating earnings (loss)
(28.6
)
 
93.8

Pro forma Net earnings (loss)
(34.9
)
 
59.2



The pro forma results reflect an effective income tax rate of 23.9 percent and 22.5 percent for the three months ended March 30, 2019 and March 31, 2018, respectively.