XML 50 R10.htm IDEA: XBRL DOCUMENT
v3.19.3.a.u2

Note 3 - Acquisitions | 12 Months Ended
--- | ---
Dec. 31, 2019
Notes to Financial Statements |
Business Combination Disclosure [Text Block] |
3. | Acquisitions
Acquisition of Pika On April 26, 2019, the Company acquired Pika for a purchase price, net of cash acquired, of $49,068. The acquisition purchase price was funded solely through cash on hand. The Company recorded a preliminary purchase price allocation during the second quarter of 2019, which was trued-up in the fourth quarter of 2019, based upon its estimates of the fair value of the acquired assets and assumed liabilities. As a result, the Company recorded approximately $58,196 of intangible assets, including $19,896 of goodwill recorded in the Domestic segment, as of the acquisition date. The goodwill ascribed to the acquisition is not deductible for tax purposes. The accompanying consolidated financial statements include the results of Pika from the date of acquisition through December 31, 2019. The preliminary allocation of the purchase price is based on a preliminary valuation performed to determine the fair value of the net assets as of the acquisition date. The purchase price allocation is subject to further analysis and review, primarily around the review and final valuation of acquired intangible assets. Acquisition of Neurio On March 12, 2019, the Company acquired Neurio for a purchase price of $59,071, net of cash acquired and inclusive of a deferred payment of $7,922 which was made during the third quarter of 2019. The acquisition purchase price was funded solely through cash on hand. The Company recorded a preliminary purchase price allocation in the second quarter of 2019, which was trued-up in the fourth quarter of 2019, based upon its estimates of the fair value of the acquired assets and assumed liabilities. As a result, the Company recorded approximately $58,762 of intangible assets, including $17,862 of goodwill recorded in the Domestic segment, as of the acquisition date. Substantially all of the goodwill and other intangible assets ascribed to this acquisition are deductible for tax purposes. The accompanying consolidated financial statements include the results of Neurio from the date of acquisition through December 31, 2019. The preliminary allocation of the purchase price is based on a preliminary valuation performed to determine the fair value of the net assets as of the acquisition date. The purchase price allocation is subject to further analysis and review, primarily around the review and final valuation of acquired intangible assets. Acquisition of Selmec On June 1, 2018, the Company acquired Selmec for a purchase price of $79,972, net of cash acquired and inclusive of earnout payments of $14,902. Changes in the fair value of the earnout liability during 2019 of $(977), which included interest accretion of $2,740 and other fair value remeasurement adjustments of $(3,717), were recognized as a component of operating income in the Company’s consolidated statements of comprehensive income for the year ended December 31, 2019. The acquisition purchase price was funded solely through cash on hand. The Company finalized the Selmec purchase price allocation during the second quarter of 2019 based upon its estimates of the fair value of the acquired assets and assumed liabilities. The final purchase price allocation as of the June 1, 2018 opening balance sheet date was as follows:
|  | June 1, 2018 |
Accounts receivable |  | $ | 14,302 |
Inventories |  |  | 8,000 |
Prepaid expense and other assets |  |  | 4,323 |
Property and equipment |  |  | 5,572 |
Intangible assets |  |  | 33,631 |
Goodwill |  |  | 46,196 |
Deferred income taxes |  |  | 3,252 |
Other assets |  |  | 597 |
Total assets acquired |  |  | 115,873 |
Accounts payable |  |  | 7,216 |
Accrued wages and employee benefits |  |  | 397 |
Other accrued liabilities |  |  | 13,671 |
Deferred income taxes |  |  | 10,974 |
Other long-term liabilities |  |  | 3,643 |
Net assets acquired |  | $ | 79,972 |
The goodwill ascribed to the acquisition is not deductible for tax purposes. The accompanying consolidated financial statements include the results of Selmec from the date of acquisition through December 31, 2019. Pro Forma Information The following unaudited pro forma information of the Company gives effect to all acquisitions as though the transactions had occurred on January 1, 2017. Refer to Note 1, “Description of Business,” for further information on the acquisitions included in the table.
|  | Year Ended December 31, |
|  | 2019 |  |  | 2018 |  |  | 2017 |
Net Sales: |  |  |  |  |  |  |  |  |  |  |  |
As reported |  | $ | 2,204,336 |  |  | $ | 2,023,464 |  |  | $ | 1,679,373 |
Pro forma |  |  | 2,206,952 |  |  |  | 2,067,737 |  |  |  | 1,755,358 |
Net income attributable to Generac Holdings Inc.: |  |  |  |  |  |  |  |  |  |  |  |
As reported |  | $ | 252,007 |  |  | $ | 238,257 |  |  | $ | 157,808 |
Pro forma |  |  | 248,335 |  |  |  | 230,379 |  |  |  | 151,764 |
Net income attributable to Generac Holdings Inc. per common share - diluted |  |  |  |  |  |  |  |  |  |  |  |
As reported |  | $ | 4.03 |  |  | $ | 3.54 |  |  | $ | 2.53 |
Pro forma |  |  | 3.97 |  |  |  | 3.41 |  |  |  | 2.44 |
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, 2017.

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureTextBlockAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration