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Business Acquisitions and Investments
9 Months Ended
Sep. 25, 2021
Business Combinations [Abstract]  
Business Acquisitions and Investments

2.

Business Acquisitions and Investments

DPL Holding Corporation (“Dayton Parts”)

On August 10, 2021, we acquired 100% of the equity interests of Dayton Parts, a manufacturer of chassis and other parts designed to serve the heavy-duty vehicle sector of the aftermarket for a purchase price of $345.5 million in cash (net of $8.8 million of acquired cash), subject to certain customary post-acquisition purchase price adjustments.

The acquisition was funded by cash on hand as well as through the refinancing of our revolving credit facility discussed further in Note 6.

The transaction was accounted for as a business combination under the acquisition method of accounting. We have preliminarily allocated the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. We are in the process of completing the valuation of identifiable intangible assets, current and deferred taxes, fixed assets, and pre-acquisition contingencies and, therefore, the fair values set forth below are subject to adjustment upon finalizing the valuations. We expect to complete the purchase price allocation during the fourth quarter of fiscal 2021. The table below details the estimated fair values of the assets acquired and the liabilities assumed at the acquisition date:

 

(in thousands)

 

 

 

 

Accounts receivable

 

$

23,061

 

Inventories

 

 

79,625

 

Prepaids and other current assets

 

 

2,403

 

Property, plant and equipment

 

 

29,861

 

Goodwill

 

 

108,946

 

Identifiable intangible assets

 

 

160,400

 

Operating lease right-of-use assets

 

 

21,248

 

Other assets

 

 

877

 

Accounts payable

 

 

(11,968

)

Accrued compensation

 

 

(2,784

)

Other current liabilities

 

 

(7,409

)

Long-term operating lease liabilities

 

 

(18,444

)

Deferred tax liabilities

 

 

(40,333

)

Net cash consideration

 

$

345,483

 

 

 

The estimated valuation of the intangible assets acquired, and related amortization periods are as follows:

 

(in thousands)

 

Fair Value

 

 

Amortization Period (in years)

 

Customer relationships

 

$

124,100

 

 

 

20

 

Product portfolio

 

 

25,300

 

 

 

20

 

Trade names

 

 

11,000

 

 

 

10

 

Total

 

$

160,400

 

 

 

 

 

 

The fair values assigned to intangible assets were estimated by discounting expected cash flows based on the relief from royalty and multiperiod excess earnings valuation methodologies. These valuation methods rely on management judgment, including expected future cash flows resulting from existing customer relationships, customer attrition rates, contributory effects of other assets utilized in the business, royalty rates and other factors.

The goodwill recognized is attributable primarily to strategic and synergistic opportunities related to the Company’s and Dayton Parts’ existing automotive aftermarket businesses, the assembled workforce of Dayton Parts and other factors. The goodwill is not expected to be deductible for tax purposes.

The financial results of the acquisition have been included in the unaudited condensed consolidated financial statements since the date of acquisition. The net sales and net income of Dayton Parts included in the unaudited condensed consolidated financial statements for both the three and nine months ended September 25, 2021 were $27.4 million and $0.3 million, respectively.

The unaudited pro forma information for the periods set forth below gives effect to the Dayton Parts acquisition as if it had occurred as of December 29, 2019, the beginning of the earliest period presented in these financial statements.

The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the acquisition been consummated as of that time.

 

 

Three Months Ended

 

 

Nine Months Ended

 

(in thousands)

 

September 25, 2021

 

 

September 26, 2020

 

 

September 25, 2021

 

 

September 26, 2020

 

Net sales

 

$

371,408

 

 

$

345,525

 

 

$

1,070,238

 

 

$

918,874

 

Net income

 

$

37,089

 

 

$

36,085

 

 

$

108,016

 

 

$

62,832

 

Diluted earnings per share

 

$

1.16

 

 

$

1.11

 

 

$

3.37

 

 

$

1.94

 

 

Power Train Industries, Inc. (“PTI”)

On January 2, 2020, we acquired the remaining outstanding stock of PTI not already owned by the Company. The total purchase price for PTI was approximately $30.7 million, which included $18.4 million paid for the remaining 60% of the outstanding stock, subject to customary purchase price adjustments, and $12.3 million which represents the fair value of the previously held 40% equity interest in PTI that was acquired by the Company in 2016. As a result of the acquisition, we recorded a gain of $2.5 million in other (expense) income, net during the quarter ended March 28, 2020 from the increase in fair value of our original 40% interest in PTI. We previously accounted for our 40% interest as an equity-method investment.