Brunswick Corporation Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Acquisitions

Acquisitions

12 Months Ended

Dec. 31, 2017

2017 Acquisitions

On September 1, 2017, the Company acquired 100 percent of Lankhorst Taselaar B.V. (Lankhorst Taselaar), a leading marine parts and accessories distribution company based in the Netherlands and Germany. The acquisition augments the marine parts and accessories businesses through a broader product line and an expanded distribution network. Lankhorst Taselaar is managed as part of the Company's Marine Engine segment.

The net cash consideration the Company paid to acquire Lankhorst Taselaar was $15.5 million. The preliminary opening balance sheet included $4.6 million of identifiable intangible assets, including customer relationships and trade names for $3.2 million and $1.4 million, respectively, along with $5.5 million for goodwill which is not deductible for tax purposes. The amount assigned to Lankhorst Taselaar's customer relationships will be amortized over its estimated useful life of approximately 15 years. These amounts recorded are preliminary and are subject to change within the measurement period as the Company finalizes its fair value estimates.

2016 Acquisitions

On November 18, 2016, the Company acquired substantially all of the assets of Payne's Marine Group (Payne's), a leading wholesale distributor of marine parts and accessories in Canada, which is based in Victoria, British Columbia. The addition of Payne's broadens the reach of the Company's marine parts and accessories distribution network in the Canadian market. Payne's is managed within the Marine Engine segment.

On August 31, 2016, the Company acquired 100 percent of ICG, which is based in Nuremburg, Germany, and is a market leader specializing in the design of indoor cycling equipment. The addition of ICG strengthens the Company's position in indoor cycling and provides a strong foundation to expand in the growing group exercise market. ICG is managed as part of the Company's Fitness segment.

The Company acquired ICG for total consideration of $54.1 million, including $51.7 million of cash paid in 2016. The opening balance sheet reflected $20.4 million of identifiable intangible assets, including customer relationships, trade names and patents and proprietary technology for $11.2 million, $6.0 million and $3.2 million, respectively, along with $28.6 million for goodwill which is not deductible for tax purposes. The amounts assigned to ICG's customer relationships and patents and proprietary technology will be amortized over the estimated useful life of approximately 11 years and 5 years, respectively.

On July 1, 2016, the Company acquired substantially all of the assets of privately held Thunder Jet Boats, Inc. (Thunder Jet), a designer and builder of heavy-gauge aluminum boats, which is based in Clarkston, Washington. Thunder Jet offers a lineup of 18 models ranging in length from 18-26 feet and adds breadth and depth to the Company's overall product portfolio. Thunder Jet is managed within the Company's Boat segment.

On January 20, 2016, the Company acquired 100 percent of privately held Cybex, a manufacturer of commercial fitness equipment. Cybex offers a full line of cardiovascular and strength products. The addition of Cybex expands the Fitness segment's participation in key markets, including commercial fitness, and adds to the Company's manufacturing footprint to meet current and future demand more effectively. Cybex also increases the breadth and depth of the segment's product portfolio. Cybex is managed within the Company's Fitness segment.

The following table is a summary of the assets acquired, liabilities assumed and net cash consideration paid for the Cybex acquisition during 2016:



(in millions)	Fair Value		Useful Life
Accounts and notes receivable	$	22.0
Inventory	13.9
Goodwill	88.4
Trade names	38.6		Indefinite
Customer relationships	43.7		16 years
Patents and proprietary technology	3.1		5 years
Property and equipment	35.2
Other assets	3.7
Total assets acquired	248.6
Total liabilities assumed	51.7
Net cash consideration paid	$	196.9

In the fourth quarter of 2017, the Company recorded an impairment charge for the Cybex trade name. See Note 3 – Restructuring, Exit, Integration and Impairment Activities for further details.

The following table is a summary of the net cash consideration paid and the goodwill and intangible assets acquired during the years ended December 31, 2017 and 2016:



(in millions)					Fair Value of Identifiable Intangible Assets Acquired
Year	Net Cash Consideration Paid		Goodwill		Total		Intangible Asset			Useful Life
2017	$	15.5	$	5.5	$	4.6	Trade names	$	1.4	Indefinite
							Customer relationships	3.2		15 years
2016	276.1		119.2		118.7		Trade names	50.9		Indefinite
							Customer relationships	61.5		11 - 16 years
							Patents and proprietary technology	6.3		5 years

These acquisitions are not material to the Company's net sales, results of operations or total assets during any period presented. Accordingly, the Company's consolidated results from operations do not differ materially from historical performance as a result of these acquisitions and, therefore, pro forma results are not presented.