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Note 3 - Acquisitions
12 Months Ended
Dec. 31, 2017
Notes to Financial Statements  
Business Combination Disclosure [Text Block]
3.
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,
250.
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 consolidated balance sheet, as t
he noncontrolling interest holder 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 date of 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 date of 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 redeemable noncontrolling interest is recorded at the greater of the initial fair value, increased or decreased for the noncontrolling interests
’ share of comprehensive net income (loss), or the estimated redemption value, with any adjustment to the redemption value impacting retained earnings, but
not
net income. However, the redemption value adjustments are reflected in the earnings per share calculation, as detailed in Note
12,
“Earnings Per Share,” to the consolidated financial statements. The following table presents the changes in the redeemable noncontrolling interest:
 
   
Year Ended December 31
,
 
   
201
7
   
201
6
 
Balance at beginning of perio
d
  $
33,138
 
  $
-
 
Noncontrolling interest of Prama
c
   
1,540
(1)
   
34,253
 
Net incom
e
   
1,631
 
   
100
 
Foreign currency translatio
n
   
8,529
 
   
(2,124
)
Redemption value adjustmen
t
   
(909
)
   
909
 
Balance at end of perio
d
  $
43,929
 
  $
33,138
 
 
 
(
1
)
Represents the additional noncontrolling interest of Pramac resulting from a common control transaction between the Generac Mobile Products S.r.l. and Pramac UK Lim
ited legal entities.
 
The Company
finalized the Pramac purchase price allocation during the
first
quarter of
2017,
based upon its estimates of the fair value of the acquired assets and assumed liabilities. The final purchase price allocation as of the balance sheet date was as follows:
 
   
March 1, 201
6
 
Accounts receivabl
e
  $
50,716
 
Inventorie
s
   
39,889
 
Property and equipmen
t
   
19,138
 
Intangible asset
s
   
34,471
 
Goodwil
l
   
46,775
 
Other asset
s
   
7,698
 
Total assets acquire
d
   
198,687
 
         
Short-term borrowing
s
   
21,741
 
Accounts payabl
e
   
40,270
 
Long-term debt and capital lease obligations (including current portion
)
   
18,599
 
Other liabilitie
s
   
23,521
 
Redeemable noncontrolling interes
t
   
34,253
 
Noncontrolling interes
t
   
53
 
Net assets acquire
d
  $
60,250
 
 
The goodwill ascribed to this acquisition is
not
deductible for tax purp
oses. The accompanying consolidated financial statements include the results of Pramac from the date of acquisition through
December 31, 2017.
 
Acquisition of CHP
 
On
August 1, 2015,
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 purchase price was funded solely through cash on hand.
 
The Company
finalized the CHP purchase price allocation during the
fourth
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
$75,174
of intangible assets, including approximately
$36,284
of goodwill, as of the acquisition date. The goodwill ascribed to this acquisition is
not
deductible for tax purposes. In addition, the Company assumed
$12,000
of debt along with this acquisition. The accompanying consolidated financial statements include the results of CHP from the date of acquisition through
December 31, 2017.
 
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.
Consolidated net sales on a pro forma basis for the years ended
December 31, 2016
and
2015
were
$1,473,799
and
$1,566,459,
respectively. The pro forma impact of these acquisitions on net income and earnings per share for both the years ended
December 31, 2016
and
2015
is
not
significant due to amortization related to acquired intangible assets and the fair value step-up of inventory in purchase accounting. 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.