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Note 2 - Acquisitions
6 Months Ended
Jun. 30, 2016
Notes to Financial Statements  
Business Combination Disclosure [Text Block]
2. Acquisitions
 
Acquisition of Pramac
 
On March 1, 2016, the Company acquired a 65% ownership interest in Pramac for a purchase price, net of cash acquired, of $60,886. Headquartered in Siena, Italy, Pramac is a leading global manufacturer of stationary, mobile and portable generators primarily sold under the Pramac® brand. Pramac products are sold in over 150 countries through a broad distribution network. The acquisition purchase price was funded solely through cash on hand.
 
The 35% noncontrolling interest in Pramac had an acquisition date fair value of $34,253, and was recorded as a redeemable noncontrolling interest in the condensed consolidated balance sheet, as the noncontrolling interest party has within its control the right to require the Company to redeem its interest in Pramac. The noncontrolling interest holder has a put option to sell their interests to the Company any time within five years from the acquisition. The put option price is either (i) a fixed amount if voluntarily exercised within the first two years after the acquisition, or (ii) based on a multiple of earnings, subject to the terms of the acquisition. Additionally, the Company holds a call option that it may redeem commencing five years from the acquisition, or earlier upon the occurrence of certain circumstances. The call option price is based on a multiple of earnings that is subject to the terms of the acquisition. Both the put and call option only provide for the complete transfer of the noncontrolling interest, with no partial transfers of interest permitted.
 
 
The Company recorded a preliminary purchase price allocation during the second quarter of 2016 based upon its estimates of the fair value of the acquired assets and assumed liabilities. The preliminary purchase price allocation was as follows:
 
 
 
March 1, 2016
 
Accounts receivable
  $ 51,108  
Inventories
    40,180  
Property and equipment
    19,020  
Intangible assets
    27,620  
Goodwill
    53,665  
Other assets
    8,153  
Total assets acquired
    199,746  
         
Short-term borrowings
    21,105  
Accounts payable
    40,270  
Long-term debt and capital lease obligations (including current portion)
    18,599  
Other liabilities
    24,580  
Redeemable noncontrolling interest
    34,253  
Noncontrolling interest
    53  
Net assets acquired
  $ 60,886  
 
The goodwill ascribed to this acquisition is not deductible for tax purposes. The accompanying condensed consolidated financial statements include the results of Pramac from the date of acquisition through June 30, 2016.
 
Acquisition of CHP
 
On August 1, 2015, a subsidiary of the Company acquired CHP for a purchase price, net of cash acquired, of $74,570. Headquartered in Vergennes, Vermont, CHP is a leading manufacturer of high-quality, innovative, professional-grade engine powered equipment used in a wide variety of property maintenance applications, with sales primarily in North America. The acquisition was funded solely through cash on hand.
 
The Company recorded a preliminary purchase price allocation during the third quarter of 2015 based upon its estimates of the fair value of the acquired assets and assumed liabilities. As a result, the Company recorded approximately $81,726 of intangible assets, including approximately $30,076 of goodwill, as of the acquisition date. The purchase price allocation was finalized in the fourth quarter of 2015, resulting in a $6,552 decrease to total intangible assets, including an increase of $6,208 in goodwill. The goodwill ascribed to this acquisition is not deductible for tax purposes. In addition, the Company assumed $12,000 of CHP’s debt in conjunction with this acquisition. The accompanying condensed consolidated financial statements include the results of CHP from the date of acquisition through June 30, 2016.
 
Pro Forma Information
 
The following unaudited pro forma information of the Company gives effect to these acquisitions as though the transactions had occurred on January 1, 2015:
 
 
 
Three Months Ended June 30,
 
 
Six Months Ended June 30,
 
 
 
2016
 
 
2015
 
 
2016
 
 
2015
 
Net Sales:
                               
As reported
  $ 367,376     $ 288,360     $ 653,911     $ 600,178  
Pro forma
    367,376       369,815       683,258       744,326  
                                 
Net income attributable to Generac Holdings Inc.:
                               
As reported
  $ 20,888     $ 14,844     $ 31,096     $ 34,529  
Pro forma
    21,683       18,454       32,168       35,847  
                                 
Net income attributable to Generac Holdings Inc. per common share - diluted
                               
As reported
  $ 0.31     $ 0.21     $ 0.47     $ 0.49  
Pro forma
    0.33       0.26       0.48       0.51  
 
 
This unaudited pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated on January 1, 2015.