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Business Acquisitions and Investments
12 Months Ended
Dec. 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 $344.9 million in cash (net of $8.8 million of acquired cash), after 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 7.

The transaction was accounted for as a business combination under the acquisition method of accounting. We have allocated the purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values.

During the year ended December 25, 2021, we recorded measurement and period adjustments of approximately $2.1 million to decrease goodwill, $0.6 million to decrease the purchase price due to customary net working capital adjustments, $0.1 million to increase other current liabilities, and $1.6 million to decrease deferred tax liabilities. Our measurement period adjustments for Dayton Parts were complete as of December 25, 2021.

The table below details the fair values of the assets acquired and the liabilities assumed at the acquisition date, including applicable measurement period adjustments:

(in thousands)

 

 

 

 

Accounts receivable

 

$

23,216

 

Inventories

 

 

79,625

 

Prepaids and other current assets

 

 

2,302

 

Property, plant and equipment

 

 

29,900

 

Goodwill

 

 

106,816

 

Identifiable intangible assets

 

 

160,400

 

Operating lease right-of-use assets

 

 

21,248

 

Other assets

 

 

848

 

Accounts payable

 

 

(11,970

)

Accrued compensation

 

 

(2,784

)

Other current liabilities

 

 

(7,604

)

Long-term operating lease liabilities

 

 

(18,444

)

Deferred tax liabilities

 

 

(38,665

)

Net cash consideration

 

$

344,888

 

 

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 multi-period 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 consolidated financial statements since the date of acquisition. The net sales and net income of Dayton Parts included in the consolidated financial statements for the fiscal year ended December 25, 2021 were $78.0 million and $0.0 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 28, 2019, the beginning of the fiscal 2020 period.

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.

 

 

For the Year Ended

 

(in thousands, unaudited)

 

December 25, 2021

 

 

December 26, 2020

 

Net sales

 

$

1,468,415

 

 

$

1,260,077

 

Net income

 

$

147,090

 

 

$

100,334

 

Diluted earnings per share

 

$

4.60

 

 

$

3.10

 

 

The fiscal 2021 unaudited pro forma net income set forth above was adjusted to exclude the impact of acquisition date fair value adjustments to inventory, and to also remove acquisition-related transaction costs. The 2020 unaudited pro forma net income was adjusted to include the impact of these items.

Power Train Industries, Inc.

On January 2, 2020, we acquired the remaining 60% of the outstanding stock of PTI. 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 approximately $2.5 million in other income (expense), net during the year ended December 26, 2020 from the increase in fair value of the previously owned 40% interest in PTI. We previously accounted for our 40% interest as an equity-method investment.

The transaction was accounted for as a business combination under the acquisition method of accounting. Accordingly, the assets acquired, and liabilities assumed were recorded at fair value, with the remaining purchase price recorded as goodwill.

In connection with this acquisition, we recorded $16.7 million in goodwill, $7.3 million of identified intangibles, and $6.7 million of other assets, net, consisting of $3.5 million of cash, $2.0 million of accounts receivable, $5.6 million of inventory, and ($4.4 million) of net other assets and liabilities.

Our measurement period adjustments for PTI were complete as of December 26, 2020.

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

 

(in thousands)

 

Valuation

 

 

Amortization

Period

(in years)

 

Customer relationships

 

$

4,600

 

 

 

15

 

Trade names

 

 

700

 

 

 

5

 

Technology

 

 

1,800

 

 

 

8

 

Other

 

 

190

 

 

 

5

 

Total

 

$

7,290

 

 

 

 

 

 

The fair values of the customer relationships and trade names were estimated using an income approach based on the present value of future cash flows.

The goodwill recognized is attributable primarily to strategic and synergistic opportunities related to existing automotive aftermarket businesses, the assembled workforce of PTI 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 Consolidated Financial Statements since the date of acquisition.