SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934|
For the fiscal year ended December 31, 2020
|☐||TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934|
For the transition period from ______________ to ______________
Commission file number 1-1043
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of incorporation or organization)|| ||(I.R.S. Employer Identification No.)|
26125 N. Riverwoods Blvd., Suite 500, Mettawa, IL 60045-3420
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
|Title of Each Class||Trading Symbol(s)||Name of Each Exchange on Which Registered|
Common stock, par value $0.75 per share
|New York Stock Exchange|
|Chicago Stock Exchange|
6.500% Senior Notes due 2048
|New York Stock Exchange|
6.625% Senior Notes due 2049
|New York Stock Exchange|
6.375% Senior Notes due 2049
|New York Stock Exchange|
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
|Large accelerated filer||☒||Accelerated filer||☐|
|Non-accelerated filer||☐||Smaller reporting company||☐|
|Emerging growth company||☐|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
As of June 27, 2020, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting stock of the registrant held by non-affiliates was $4,898,235,570. Such number excludes stock beneficially owned by executive officers and directors. This does not constitute an admission that they are affiliates.
The number of shares of Common Stock ($0.75 par value) of the registrant outstanding as of February 11, 2021 was 77,774,754.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this Report on Form 10-K incorporates by reference certain information that will be set forth in the Company's definitive Proxy Statement for the Annual Meeting of Shareholders scheduled to be held on May 5, 2021.
INDEX TO ANNUAL REPORT ON FORM 10-K
December 31, 2020
TABLE OF CONTENTS
Certain statements in this Annual Report on Form 10-K are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations, estimates, and projections about Brunswick’s business and by their nature address matters that are, to different degrees, uncertain. Words such as “may,” “could,” “should,” “expect,” “anticipate,” “project,” “position,” “intend,” “target,” “plan,” “seek,” “estimate,” “believe,” “predict,” “outlook,” and similar expressions are intended to identify forward-looking statements. Forward looking statements are not guarantees of future performance and involve certain risks and uncertainties that may cause actual results to differ materially from expectations as of the date of this Annual Report on Form 10-K. These risks include, but are not limited to, those set forth under Item 1A of this Annual Report on Form 10-K. Forward-looking statements speak only as of the date on which they are made and Brunswick does not undertake any obligation to update them to reflect events or circumstances after the date of this Annual Report.
Item 1. Business
References to "we," "us," "our," the "Company," "Brunswick," and "Brunswick Corporation" refer to Brunswick Corporation and its consolidated subsidiaries unless the context specifically states or implies otherwise.
We design, manufacture, and market recreational marine products, including leading marine propulsion products, parts and accessories, and boat brands, and operate service and shared access businesses, including the world's largest boat club. Incorporated in Delaware on December 31, 1907, Brunswick has traded on the New York Stock Exchange for nearly 95 years.
Our propulsion products include marine engines and related controls, rigging, and propellers. We manufacture and distribute a broad portfolio of parts and accessories, engine parts and consumables, electrical products, and boat parts and systems for original equipment manufacturers, aftermarket parts and accessory retailers and distributors, and for internal production. The boats we make include fiberglass sport boats, cruisers, sport fishing and center-console, offshore fishing, aluminum and fiberglass fishing, pontoon, utility, deck, inflatable, tow/wake, and heavy-gauge aluminum boats. Additionally, we offer related financing services, our shared access boat club, and we continually focus on exploring, investing in, and developing opportunities to further engage consumers and improve boater experiences.
As the global leader in recreational marine, it is our intention to define the future of recreational boating through innovation and inspiration on the water. Our strategy is focused on:
•Introducing exceptional products across our strong array of brands;
•Promoting operational and quality excellence;
•Strengthening our relationships with our channel partners, suppliers, and employees;
•Accelerating customer-centric innovation and technology in products and services, including through our
ACES (Autonomy, Connectivity, Electrification & Shared Access) strategy; and
•Enhancing frictionless consumer experiences through digital engagement and advanced e-commerce
These strategies support our aim to create exceptional experiences for customers, expand participation in recreational boating, deliver industry transforming technology, and leverage our leading marine businesses to grow earnings and enhance shareholder value. Our integrated marine business strategy is supported by a balanced capital strategy that includes allocating capital to organic growth initiatives and strategic acquisition opportunities while also managing debt levels and maturities, maintaining strong cash and liquidity positions, and continuing to return capital to shareholders through dividends and share repurchases.
Effective January 1, 2020, we changed our management reporting and updated our reportable segments to Propulsion, Parts & Accessories (P&A), and Boat to align with our strategy. The Propulsion segment manufactures and distributes marine engines and related controls, rigging, and propellers. The P&A segment includes engine parts and consumables, electrical products, boat parts and systems, and our distribution business. The Boat segment manufactures and distributes recreational boats and includes Business Acceleration, which operates Freedom Boat Club, dealer finance and ancillary services, and develops other emerging marine business models.
Refer to Note 6 – Segment Information and Note 3 – Discontinued Operations in the Notes to Consolidated Financial Statements for additional information regarding our segments and discontinued operations.
The Propulsion segment, which we believe is a world leader in the manufacturing and sale of recreational marine engines, had 2020 net sales of $1,878.4 million.
The Propulsion segment manufactures and markets a full range of outboard, sterndrive, and inboard engines, as well as propulsion-related controls, rigging, and propellers. The Propulsion segment primarily markets under the Mercury Marine, Mercury, Mercury MerCruiser, Mariner, Mercury Racing, and Mercury Diesel brands. These products are principally sold directly to independent boat builders, local, state, and foreign governments, and Brunswick's Boat segment. In addition, the Propulsion segment sells outboard engines through a global network of more than 6,000 marine dealers and distributors, specialty marine retailers, and marine service centers.
Mercury Marine manufactures four-stroke outboard engine models ranging from 2.5 to 600 horsepower. Mercury Marine's four-stroke outboard engines include Verado, ProXS, SeaPro, and Race variations that include naturally aspirated and supercharged engines offered in a multitude of configurations designed for use in recreational, commercial, and racing applications. Mercury Marine and Mercury Racing manufacture inboard and sterndrive engine models ranging from 115 to 1,750 horsepower. Mercury Marine also manufactures two-stroke, non-DFI engines for certain markets outside the United States. Most of Mercury Marine's sterndrive and inboard engines are available with catalyst exhaust treatment and monitoring systems, and all are compliant with applicable U.S. state and federal environmental regulations. Mercury Marine's engines also comply with applicable global emissions and noise regulations.
In terms of innovation and technology development, the Propulsion segment continues to excel. In 2020, Mercury Marine launched the Bravo Four S forward-facing drive with Smart-Tow control system. Mercury Racing won an NMMA Innovation Award at the 2020 Miami International Boat Show for its 450R engine, and successfully launched the new 360APX competition four-stroke V8 outboard engine, designed for tunnel-boat racing competition on the Powerboat Formula 1 World Championship circuit. In December 2020, the Consumer Technology Association (CES) announced that Mercury's 1st Mate Marine Safety and Security System had been named a CES 2021 Innovation Awards Best of Innovation Honoree as part of an annual competition honoring outstanding design and engineering in consumer technology products.
Mercury Marine produces gasoline outboard and sterndrive engines domestically in Fond du Lac, Wisconsin. Mercury Marine manufactures 40, 50, and 60 horsepower four-stroke outboard engines in a facility in China, and produces smaller outboard engines in Japan pursuant to a joint venture with its partner, Tohatsu Corporation. Mercury Marine sources engine components from a global supply base and manufactures additional engine component parts at its Fond du Lac facility and plants in Florida and Mexico. Mercury Marine also operates a remanufacturing business for engines and service parts in Wisconsin.
The Propulsion segment continues to be dedicated to its sustainability efforts and programs:
•In 2020, for the tenth consecutive year, the Wisconsin Sustainable Business Council (Council) awarded Mercury Marine a "Green Masters" designation under a program that measures a broad range of sustainability issues including energy and water conservation, waste management, community outreach, and education.
•Mercury Marine's commitment to sustainability is highlighted in its 2019/2020 Sustainability Report, detailing specific goals Mercury Marine has met or exceeded related to energy, environment, products, and people.
•Mercury Marine was named a winner of the 2020 Energy Efficiency Excellence Award by Wisconsin's Focus on Energy program. The award honors Wisconsin businesses, organizations, and communities that make outstanding efforts toward energy efficiency.
In addition to marine engines and propulsion systems, Mercury Marine manufactures, markets, and supplies propulsion-related controls, rigging, and propellers. These products are designed for and sold to original equipment manufacturers (including Brunswick brands) and aftermarket retailers, distributors, and distribution businesses.
Intercompany sales to our Boat segment represented approximately 14 percent of the Propulsion segment's sales in 2020. Domestic demand for the Propulsion segment's products is typically seasonal, with sales generally highest in the second quarter of the calendar year.
Parts & Accessories Segment
The P&A segment consists of the Engine Parts and Accessories and the Advanced Systems Group operating segments, which are aggregated and presented as a single reportable segment. P&A manufactures and markets parts and accessories, including engine parts and consumables, electrical products, and boat parts and systems, and supplies parts and accessories through the distribution business. These products are designed for and sold mostly to aftermarket retailers, distributors, and distribution businesses, as well as original equipment manufacturers (including Brunswick brands) for both marine and non-marine markets. The P&A segment had 2020 net sales of $1,508.8 million.
Branded Engine Parts and Accessories include consumables, such as engine oils and lubricants, and are sold under the Mercury, Mercury Precision Parts, Quicksilver, and Seachoice brands. Engine Parts and Accessories distribution businesses include Land 'N' Sea, Kellogg Marine Supply, Lankhorst Taselaar, BLA, and Payne's Marine Group. These businesses are leading distributors of both third party and Company marine parts and accessories throughout North America, Europe, and Asia-Pacific, offering same-day or next-day delivery service to a broad array of marine service facilities.
Brunswick formed the Advanced Systems Group (ASG) effective January 1, 2020. ASG includes the collection of brands
acquired with Power Products in 2018 and certain other parts and accessories brands. ASG conducts business under the Ancor, Attwood, BEP, Blue Sea Systems, CZone, DelCity, Garelick, Lenco Marine, Marinco, Mastervolt, MotorGuide, NAUTIC-On, ParkPower, Progressive Industries, ProMariner, and Whale brand names. ASG products include marine electronics and control systems, instruments, trolling motors, fuel systems, and electrical systems, as well as specialty vehicle, mobile, and transportation aftermarket products.
The P&A segment is similarly invested in developing innovative products. In 2020, Attwood launched several new products, including the all new Sahara Mk2 Automatic Bilge Pump Series, which won a 2020 IBEX Innovation Award in the Mechanical Systems Category. Progressive Industries developed a Portable Surge Protector Kit which protects recreational vehicles (RVs) from faulty pedestal wiring and dangerous power surges, and has been named the Aftermarket Product of the Year by the RV Industry Association (RVIA). The P&A businesses are also engaged in sustainability efforts, including focusing on electrification initiatives and reducing packaging.
P&A's manufacturing and distribution facilities are primarily located in North America, Europe, Australia, and New Zealand. Intercompany sales to our Boat segment represented approximately 2 percent of the segment's sales in 2020. Domestic demand for the P&A segment's products is typically seasonal, with sales generally highest in the second quarter of the calendar year.
The Boat segment consists of the Brunswick Boat Group, which manufactures and distributes recreational boats, and Business Acceleration, which provides innovative service models, shared access solutions, dealer services, and emerging technology to attract a wide range of customers to the marine industry. We believe that the Boat segment, which had net sales of $1,250.3 million during 2020, is a world leader in the manufacture and sale of pleasure motorboats.
The Boat segment manages Brunswick's boat brands; evaluates and optimizes the Boat segment's boat portfolio; promotes recreational boating services and activities to enhance the consumer experience and dealer profitability, including through its Business Acceleration initiatives; and speeds the introduction of new technologies into boat manufacturing and design processes.
The Boat Group designs, manufactures, and markets the following boat brands and products: Sea Ray sport boats and cruisers; Bayliner sport cruisers and runabouts; Boston Whaler fiberglass offshore boats; Lund fiberglass fishing boats; Crestliner, Cypress Cay, Harris, Lowe, Lund, and Princecraft aluminum fishing, utility, pontoon boats, and deck boats; Heyday tow/wake boats; and Thunder Jet heavy-gauge aluminum boats. The Boat segment procures substantially all of its outboard engines, gasoline sterndrive engines, and gasoline inboard engines from Brunswick's Propulsion segment.
The Boat Group also includes Brunswick boat brands based in Europe and Asia-Pacific, which include Quicksilver, Uttern, and Rayglass (including Protector and Legend) that are typically equipped with Mercury Marine engines and often include other parts and accessories supplied by the Propulsion and P&A segments.
The Boat segment's manufacturing facilities include Florida, Indiana, Minnesota, Missouri, Tennessee, Washington, Canada, Mexico, New Zealand, and Portugal. The Boat Group also uses two contract manufacturing facilities in Poland.
The Boat Group continues to invest in new product development, innovation, and services, experiences, and products for the next generation of boaters. Sea Ray won a National Marine Manufacturers Association Innovation Award at the 2020 Miami International Boat Show for its groundbreaking SLX-R 400e outboard which debuted at CES earlier in the year. In addition, the Bayliner Trophy 22CC was named a finalist for the prestigious European Powerboat of the Year Award for 2021, and the Quicksilver 805 Pilothouse won the Best of Boats 2020 Award.
The Boat Group is also advancing its sustainability initiatives, with our Fort Wayne Operations achieving Zero Waste to Landfill Status in 2020, with more than 90% of the plant's waste materials being recycled, reused, or otherwise sustainably eliminated. Forbes named Brunswick on its annual list of America's Best-In-State Employers 2020 in Minnesota, where the Boat Group's New York Mills Operation is located, and the Minneapolis Star Tribune named the New York Mills Operation a Top 150 Workplace in 2020 for the second consecutive year. In 2020, we also announced the formation of Ripl, a consumer advisory board dedicated to shaping the future of recreational boating through perspectives of boating and other marine consumers.
The Boat Group sells its products through a global network of more than 1,300 dealers and distributors, with some dealers operating in more than one location and some dealers carrying more than one of our boat brands. Sales to the Boat Group's
largest dealer, MarineMax, Inc., which has multiple locations and carries a number of the Boat Group's product lines, represented approximately 27 percent of Boat Group sales in 2020. Domestic demand for pleasure boats is typically seasonal, with sales generally highest in the second quarter of the calendar year.
The Business Acceleration Group is dedicated to developing emerging and disruptive business models, focusing on services and subscriptions, engaging the next generation of boaters, and investing in early-stage innovative marine companies. Business Acceleration businesses accounted for 3 percent of Boat segment sales in 2020.
Business Acceleration businesses include Freedom Boat Club (FBC), which we believe is the world's leading boat club network. FBC is made up of more than 250 Company-owned and franchised boat club locations across the U.S., Canada, and Europe. These locations sell memberships comprised of an initiation fee and ongoing monthly payment in exchange for which members gain shared access to their local club’s diverse fleet of boats and reciprocal privileges at other FBC locations. We believe this boat club membership model provides access to the boating lifestyle in a way that attracts new entrants, keeps disaffected boaters in the fold, and helps grow the broader boating community. FBC also provides a channel for sales of our boats, marine engines, parts and accessories, and various other services we offer. In 2020, Entrepreneur Magazine named FBC among the 150 "Top Growth Franchises," an award for companies that have achieved the greatest positive franchisee unit growth in North America over a three-year period.
The Business Acceleration Group also includes Boating Services Network, a dealer finance and ancillary service business unit that provides floor plan finance through Brunswick Acceptance Company (USA) and Brunswick Commercial Finance (Canada), retail finance through Blue Water Finance and Mercury Repower Finance, retail extended warranties under the Passport and Passport Premier brands through Brunswick Product Protection Corporation, retail insurance through Boater's Choice Insurance, and close to 50 name brand marine dealer service providers through Brunswick Dealer Advantage. Each offering allows us to deliver a more complete line of financial services and product offerings to our boat and marine engine dealers and their customers. See the "Financing Joint Venture" section below for details about our related financing joint venture that operates closely with the Boating Services Network.
Financing Joint Venture
Through our Brunswick Financial Services Corporation subsidiary, we own a 49 percent interest in a joint venture, Brunswick Acceptance Company, LLC (BAC). Under the terms of the joint venture agreement (JV Agreement), BAC provides secured wholesale inventory floorplan financing to our boat and engine dealers. A subsidiary of Wells Fargo & Company owns the remaining 51 percent.
The JV Agreement contains a financial covenant that conforms to the maximum leverage ratio test in the Credit Facility described in Note 16 – Debt in the Notes to Consolidated Financial Statements. The JV Agreement contains provisions allowing for the renewal of the JV Agreement or the purchase of the other party's interest in the joint venture at the end of its term. Alternatively, either partner may terminate the JV Agreement at the end of its term.
Refer to Note 10 – Financing Joint Venture in the Notes to Consolidated Financial Statements for more information about our financial services offered through BAC.
We utilize independent distributors, dealers, and retailers (Dealers) for the majority of our boat sales and some sales of marine engines as well. We have over 16,000 active Dealers serving our business segments worldwide. Our marine Dealers typically carry one or more of the following product categories: boats, engines, and parts and accessories.
We own Land 'N' Sea, Kellogg Marine Supply, Payne's Marine Group, BLA, and Lankhorst Taselaar, which comprise our primary P&A distribution platforms. We believe that these businesses, collectively, are leading distributors of marine parts and accessories, with a network of distribution warehouses located throughout the markets they service, offering same-day or next-day delivery service to a broad array of marine service facilities and Dealers.
Our Dealers are independent companies or proprietors that range in size from small, family-owned businesses to a large, publicly-traded corporation with substantial revenues and multiple locations. Some Dealers sell our products exclusively, while a majority also carry competitor and complementary products. We partner with our boat dealer network to improve quality, service, distribution, and delivery of parts and accessories to enhance the boating customer's experience.
Demand for a significant portion of our products is seasonal, and a number of our Dealers are relatively small and/or highly-leveraged. As a result, many Dealers secure floor plan financing from BAC or other third party finance companies, enabling them to stock product in advance of the peak selling season and provide stable channels for our products. In addition to the financing BAC offers, we may also provide our Dealers with incentive programs, loan guarantees, inventory repurchase commitments, and financing receivable arrangements, under which we are obligated to repurchase inventory or receivables from a finance company in the event of a Dealer's default. We believe that these arrangements are in our best interest; however, these arrangements expose us to credit and business risk. Our business units, along with BAC, maintain active credit operations to manage this financial exposure, and we continually seek opportunities to sustain and improve the financial health of our various distribution channel partners. Refer to Note 8 – Financing Receivables and Note 13 – Commitments and Contingencies in the Notes to Consolidated Financial Statements for further discussion of these arrangements.
Technology and Innovation
We believe Brunswick is uniquely positioned to define the future of the global marine industry. We are continuously and consistently innovating the future of recreational boating through growing service, connectivity, and alternative participation capabilities and businesses. To support our goal, we have established cross functional and cross business investments and initiatives, and hired new leaders with strong technology experience. We continue to develop solutions to further improve boater experiences both by advancing the efficiency and capabilities of our core product lines and through our ACES strategy. An example of this strategy is Mercury's Joystick Piloting System with advanced capabilities, including docking assistance. In addition, we continue to invest in electrification technology, personnel, and programs. The Fathom e-Power system, introduced in 2020 on the Sea Ray SLX-R 400e Outboard model, replaces a traditional gas-powered generator with a first-of-its-kind boat electrification feature. The Fathom system includes a high-capacity lithium-ion battery pack with an intuitive power management system to power the boat’s accessory systems for a longer, quieter, and more eco-friendly day on the water. We are driving the implementation of a full portfolio of 'digital first' initiatives that span our business units and product categories, and the consistent expansion of Freedom Boat Club demonstrates our commitment to shared access models. We also continue to partner with TechNexus Holdings, LLC to identify and incubate innovative start-up ventures with strategic marine applications to help drive long-term growth.
Non-U.S. sales are set forth in Note 6 – Segment Information and Note 2 – Revenue Recognition in the Notes to Consolidated Financial Statements and are also included in the table below, which details our non-U.S. sales by region:
|Europe||$||550.1 ||$||516.7 ||$||494.3 |
|Canada||246.3 ||279.9 ||287.3 |
|Asia-Pacific||383.9 ||274.9 ||262.0 |
|Rest-of-World||169.2 ||165.8 ||159.3 |
|Total||$||1,349.5 ||$||1,237.3 ||$||1,202.9 |
|Total International Sales as a Percentage of Net Sales||31 ||%||30 ||%||29 ||%|
We transact a portion of our sales in non-U.S. markets in local currencies, while a meaningful portion of our product costs are denominated in U.S. dollars as a result of our U.S. manufacturing operations. As a result, the strengthening or weakening of the U.S. dollar affects the financial results of our non-U.S. operations.
Propulsion non-U.S. sales represented approximately 47 percent of our non-U.S. sales in 2020. The segment's principal non-U.S. operations include the following:
•Distribution, sales, service, engineering, or representative offices in Australia, Belgium, Brazil, Canada, China, Dubai, Finland, France, Italy, Japan, New Zealand, the Netherlands, Norway, Russia, Singapore, Sweden, and Switzerland;
•Light assembly facilities in Mexico;
•An outboard engine assembly plant in Suzhou, China; and
•An outboard engine assembly plant operated by a joint venture in Japan.
P&A non-U.S. sales comprised approximately 31 percent of our non-U.S. sales in 2020. P&A's principal non-U.S. operations include manufacturing and distribution facilities in Europe, Australia, New Zealand, and Mexico.
Boat non-U.S. sales comprised approximately 22 percent of our non-U.S. sales in 2020. The Boat Group manufactures or assembles a portion of its products in Canada, Mexico, New Zealand, and Portugal, as well as in boat plants owned and operated by third parties in Poland that perform contract manufacturing for us, which are sold mostly in international markets through Dealers. The Boat Group has sales or import offices in Belgium, Canada, France, Italy, the Netherlands, New Zealand, Norway, Poland, and Sweden. Of our boat sales in Canada and Europe, approximately 48 percent and 92 percent of the units, respectively, were produced in the region.
Raw Materials and Supplies
We purchase a wide variety of raw materials from our supplier base, including commodities such as aluminum, resins, oil, and steel, as well as product parts and components, such as engine blocks and boat windshields. The prices for these raw materials, parts, and components fluctuate depending on market conditions. Significant increases in the cost of such materials would raise our production costs, which could reduce profitability if we did not recoup the increased costs through higher product prices or improved efficiencies.
Our global procurement operations continue to better leverage purchasing power across our divisions and to improve supply chain and cost efficiencies. We mitigate commodity price risk on certain raw material purchases by entering into fixed priced contracts or derivatives to mitigate exposure related to changes in commodity prices.
We have, and continue to obtain, patent rights covering certain features of our products and processes. By law, our patent rights, which consist of patents and patent licenses, have limited lives and expire periodically. We believe that our patent rights are important to our competitive position in all of our business segments. Our trademark rights have indefinite lives, and many are well known to the public and are considered to be valuable assets. Most of our intellectual property is owned by U.S. entities.
In Propulsion, patent rights principally relate to features of outboard engines and inboard-outboard drives, hybrid drives, and pod drives, including: die-cast powerheads; cooling and exhaust systems; drivetrain, clutch, and gearshift mechanisms; boat/engine mountings; shock-absorbing tilt mechanisms; ignition systems; propellers; marine vessel control systems; fuel and oil injection systems; supercharged engines; outboard mid-section structures; segmented cowls; hydraulic trim, tilt and steering; screw compressor charge air cooling systems; a range of proprietary metal alloys; and airflow silencers.
In P&A, patent rights principally relate to features of trolling motors as well as parts and accessories for marine and recreational vehicles.
Boat patent rights principally relate to processes for manufacturing fiberglass hulls, decks, and components for boat products, as well as patent rights related to boat design, features, and components.
In addition to "Brunswick," the following are our principal trademarks and brands:
Propulsion: Axius, Mariner, MerCruiser, Mercury, Mercury Marine, Mercury Propellers, Mercury Racing, OptiMax, SeaPro, SmartCraft, Sport-Jet, Valiant, Verado, VesselView, and Zeus.
P&A: Ancor, Attwood, BEP, Blue Sea Systems, CZone, Del City, FulTyme RV, Garelick, Kellogg Marine Supply, Land 'N' Sea, Lenco Marine, Marinco, Mastervolt, Mercury Precision Parts, MotorGuide, NAUTIC-ON, ParkPower, Power Products, Progressive Industries, ProMariner, Quicksilver, Seachoice, Swivl-Eze, Talamex, and Whale.
Boat: Bayliner, Boston Whaler, Crestliner, Cypress Cay, Freedom Boat Club, Harris, Heyday, Legend, Lowe, Lund, Master Dealer, Princecraft, Protector, Quicksilver, Rayglass, Sea Ray, Thunder Jet, and Uttern.
Competitive Conditions and Position
We believe that we have a reputation for quality in each of our highly competitive lines of business. We compete in various markets by: utilizing efficient production techniques; developing and strengthening our leading brands; developing and promoting innovative technological advancements; undertaking effective marketing, advertising, and sales efforts; providing high-quality, innovative products at competitive prices; and offering extensive aftermarket products.
Strong competition exists in each of our product groups, but no single enterprise competes with us in all product groups. In each product area, competitors range in size from large, highly-diversified companies to small, single-product businesses. We also indirectly compete with businesses that offer alternative leisure products or activities.
The following summarizes our competitive position in each segment:
Propulsion: We believe the Propulsion segment is a world leader in the manufacture and sale of recreational and commercial marine engines and related controls, rigging, and propellers. The marine engine market is highly competitive among several major international companies that comprise the majority of the market, including Japanese-based outboard engine manufacturers, as well as several smaller companies including Chinese manufacturers. Competitive advantage in this segment is a function of product features, technological leadership, quality, service, pricing, performance, manufacturing capabilities, depth of product portfolio, intuitive product controls, and durability, along with effective promotion and distribution.
P&A: We believe the P&A segment is a world leader in manufacturing, marketing, and distributing parts and accessories, including engine parts and consumables, electrical products, and boat parts and systems. The parts and accessories and distribution market is highly competitive and fragmented. Our competitive advantage in this market includes our product breadth, proprietary parts and technology, global distribution network, extensive portfolio of recognized brands, sales team, delivery timing, and service.
Boat: We believe the Boat segment is a world leader in the manufacture and sale of pleasure motorboats. There are several major manufacturers of pleasure and offshore fishing boats, along with hundreds of smaller manufacturers. However, few major manufacturers compete in the breadth of categories or geographies in which our Boat segment competes. Consequently, this business is highly competitive by category but also highly fragmented. In all of our boat operations, we compete on the bases of product features, technology, quality, brand strength, dealer service, pricing, performance, value, durability and styling, along with effective promotion and distribution. In addition, we believe Freedom Boat Club is the largest operator of boat club locations in the world, with more than 250 locations, either Company-owned or franchised. This operating model providers boaters a unique and lower cost means to participate in boating.
Human Capital Resources
Our business strategy relies on attracting, training, developing, and retaining a skilled workforce. We provide opportunities for continuous learning and development, such as Brunswick University, a program that offers courses in leadership and innovation, effective communication, and strategic thinking. In addition, we have instituted rotational leadership programs to attract, develop, and retain management and financial talent. We recognize that we operate in competitive marketplaces when it comes to finding top talent, particularly in technical fields. We strive to offer our employees career-specific tools and resources and support development opportunities through apprenticeships and robust training opportunities.
Employee safety is a top priority. We foster an environment with a strong emphasis on understanding, proactively identifying, and addressing potential safety risks in our business and operations. With respect to the current COVID-19 pandemic, we have updated and implemented our pandemic plans and operations to ensure the continuation of safe and reliable service to customers and to maintain the safety of our employees, as well as to incorporate any new governmental guidance, rules, and regulations regarding workplace safety.
Our compensation philosophy is to encourage performance that creates sustainable, long-term shareholder value,
motivates achievement of financial and strategic goals, attracts, retains, and motivates talent, and reinforces our pay-for-performance culture. We continuously evolve our benefits programs, for example, by implementing paid parental leave and by instituting a long-standing, robust wellness program to encourage employees to build and maintain healthy lifestyles.
We are dedicated to enhancing diversity and inclusion in our workforce, because we believe both are key to the most
successful business outcomes. We strive to embrace a global, ethical, and respectful work culture. In 2020, we established an enterprise-wide Diversity, Equity and Inclusion (DEI) team, designed to influence our actions and collectively drive progress to ensure DEI becomes more clearly visible and firmly embedded in our workplace culture. Also in 2020, we were proud that Forbes named Brunswick to its lists of Best Employers for Veterans and Women and America's Best-in-State Employers for both Wisconsin and Minnesota.
As of December 31, 2020, we employed 14,382 people around the world. Less than 20% of our U.S. employees belong to labor unions, and we believe that the relationships between our employees, the unions, and the Company remain stable. The collective bargaining agreement between Mercury Marine and its largest union, the International Association of Machinists and Aerospace Workers (IAM) Lodge 1947, remains in place until August 26, 2023.
Refer to Note 3 – Discontinued Operations in the Notes to Consolidated Financial Statements for additional information regarding discontinued operations.
Refer to Note 13 – Commitments and Contingencies in the Notes to Consolidated Financial Statements for a description of certain environmental proceedings.
Brunswick maintains an Internet website at http://www.brunswick.com that includes links to our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports, and Proxy Statements (SEC Filings). The SEC Filings are available without charge as soon as reasonably practicable following the time that they are filed with, or furnished to, the SEC. Shareholders and other interested parties may request email notification of the posting of these documents through the Investors section of our website. Brunswick’s SEC Filings are also available on the SEC’s website at http://www.sec.gov.
Item 1A. Risk Factors
Our operations and financial results are subject to certain risks and uncertainties, including those described below, which could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common stock.
RISKS RELATED TO ECONOMIC AND MARKET CONDITIONS
Worldwide economic conditions significantly affect our industries and businesses, and economic decline can materially impact our financial results.
In times of economic uncertainty or recession, consumers tend to have less discretionary income and to defer significant spending on non-essential items, which may adversely affect our financial performance. Although portions of the marine industry have experienced positive trends as a result of the unique consumer environment resulting from the COVID-19 pandemic, these trends may not continue, and the accompanying economic uncertainty caused by the pandemic may lead to unfavorable business outcomes. We continue to develop our portfolio with new and/or expanded technologies, business models, services, and solutions that are less susceptible to economic cycles, but a portion of our business remains cyclical and sensitive to consumer spending on new engines, boats, and associated parts and accessories.
Deterioration in general economic conditions that in turn diminishes consumer confidence or discretionary income may reduce our sales, or we may decide to lower pricing for our products, thus adversely affecting our financial results, including increasing the potential for future impairment charges. Further, most of our products are recreational, and consumers’ limited discretionary income in times of economic hardship may be diverted to other activities that occupy their time, such as other forms of recreational, religious, cultural, or community activities. We cannot predict the strength of global economies or the timing of economic recovery, either worldwide or in the specific markets in which we compete.
Fiscal concerns and policy changes may negatively impact worldwide economic and credit conditions and adversely affect our industries, businesses, and financial condition.
Fiscal policy could have a material adverse impact on worldwide economic conditions, the financial markets, and availability of credit and, consequently, may negatively affect our industries, businesses, and overall financial condition. Customers often finance purchases of our products, particularly boats, and as interest rates rise, the cost of financing the purchase also increases. While credit availability is adequate to support demand and interest rates remain relatively low, if credit conditions worsen and adversely affect the ability of customers to finance potential purchases at acceptable terms and interest rates, it could result in a decrease in sales or delay improvement in sales.
Adverse credit and capital market conditions could have a negative impact on our financial results.
Adverse global economic conditions, market volatility, and regulatory uncertainty could lead to volatility and disruptions in the capital and credit markets. We may rely on short-term capital markets to meet our working capital requirements, fund capital expenditures, pay dividends, or fund employee benefit programs, and we maintain short-term borrowing facilities that can be used to meet these capital requirements. In addition, over the long term, we may determine that it is necessary to access the capital markets to refinance existing long-term indebtedness or to raise capital for other initiatives. Adverse economic, credit, and capital market conditions could negatively affect our ability to access capital and credit markets or increase the cost to do so, which could adversely impact our business, financial results, and competitive position.
In addition, our variable rate indebtedness and financing programs, including wholesale financing arrangements through BAC, may use LIBOR as a benchmark for establishing the rate. As announced in July 2017, LIBOR is expected to be phased out by the end of 2021. Uncertainty as to the nature of alternative reference rates and as to potential changes or other reforms to LIBOR may adversely impact the availability and cost of borrowings.
Changes in currency exchange rates can adversely affect our results.
Some of our sales are denominated in a currency other than the U.S. dollar. Consequently, a strong U.S. dollar may adversely affect reported revenues and our profitability. We have hedging programs in place to reduce our risk to currency fluctuations; however, we cannot hedge against all currency risks, especially over the long term. We maintain a portion of our cost structure in currencies other than the U.S. dollar, which partially mitigates the impact of a strengthening U.S. dollar. This includes manufacturing operations for boats in Europe and Canada, and smaller outboard engines manufactured in China and
purchased from our joint venture in Japan. We also continue to evaluate the supply chain and cost structure for opportunities to further mitigate foreign currency risks.
We sell products manufactured in the U.S. into certain international markets in U.S. dollars, including to Canada, Europe, and Latin America. Demand for our products in these markets may be diminished by a strengthening U.S. dollar, or we may need to lower prices to remain competitive. Some of our competitors with cost positions based outside the U.S., including Asian-based outboard engine manufacturers and European-based large fiberglass boat manufacturers, may have an improved cost position due to a strengthening U.S. dollar, which could result in pricing pressures on our products. Although these factors have existed for several years, we do not believe they have had a material adverse effect on our competitive position.
Higher energy and fuel costs can affect our results.
Higher energy and fuel costs increase operating expenses at our manufacturing facilities and the cost of shipping products to customers. In addition, increases in energy costs can adversely affect the pricing and availability of petroleum-based raw materials such as resins and foam that are used in many of our marine products. Higher fuel prices may also have an adverse effect on demand for our parts and accessories businesses, as they increase the cost of boat ownership and possibly affect product use.
Our profitability may suffer as a result of competitive pricing and other pressures.
The introduction of lower-priced alternative products or services by other companies can hurt our competitive position in all of our businesses. We are constantly subject to competitive pressures in which predominantly international manufacturers may pursue a strategy of aggressive pricing, particularly during periods when their local currency weakens versus the U.S. dollar. Such pricing pressure may limit our ability to increase prices for our products in response to raw material and other cost increases and negatively affect our profit margins.
In addition, our independent boat builder customers may react negatively to potential competition for their products from Brunswick's own boat brands, which can lead them to purchase marine engines, boat systems, and marine engine supplies from competing marine engine manufacturers and may negatively affect demand for our products.
RISKS RELATED TO OUR BUSINESS AND OPERATIONS
Actual or potential public health emergencies, epidemics, or pandemics, such as the current coronavirus (COVID-19) pandemic, could have a material adverse effect on our business, results of operations, or financial condition.
The impact of actual or potential public health emergencies, epidemics, or pandemics on the Company, our suppliers, dealers, and customers, and the general economy could be wide-ranging and significant, depending on the nature of the issue, governmental actions taken in response, and the public reaction. The impact of the current COVID-19 pandemic includes illness, quarantines, cancellation of events and travel, business and school shutdowns, reduction in economic activity, widespread unemployment, and supply chain interruptions, which collectively have caused significant disruptions to global economies and financial markets.
Despite the COVID-19 pandemic, demand in our products increased in the last two fiscal quarters of 2020 versus the same periods in 2019, but the pandemic could result in future significant volatility in demand, positively or negatively, for one or more of our products. Demand volatility may be caused by, among other things: the temporary inability of consumers to purchase our products due to illness, quarantine, or other travel restrictions; dealership closures due to illness or government restrictions; a reduction in boating activity as a result of governmental actions or self-quarantine measures; shifts in demand away from discretionary products; and reduced options for marketing and promotion of products or other restrictions in connection with COVID-19. If such events occurred over a prolonged period, they could increase our costs and difficulty of operating our business, including accurately planning and forecasting for our operations and inventory levels, which may adversely impact our results.
The COVID-19 pandemic has resulted in, and may continue to result in, disruption, uncertainty, and volatility in the global financial and credit markets. Such volatility could impact our access to capital resources and liquidity in the future, including making credit difficult to obtain or only available on less favorable terms. The COVID-19 pandemic may continue to have an impact on our operations, which could be material. For example, many of our facilities have experienced absenteeism caused by illness or quarantine measures. The continuing impact on our business operations could include, but are not limited to, significant numbers of employees contracting COVID-19; facility closures as a result of state and local "shelter-in-place" orders, safety precautions, employee illness, or self-quarantine measures; reductions in our operating effectiveness as our
employees work from home or as a result of new workplace safety measures; unavailability of key personnel necessary to conduct our business activities; project delays; and supply chain or distribution interruptions and constraints. Additionally, we rely on original equipment manufacturers, dealers, and distributors to market and sell most of our products, and effects on their businesses or financial condition as a result of the COVID-19 pandemic could result in various adverse operational impacts including, but not limited to, lower sales, delayed cash payments, interrupted customer warranty service, and increased credit risk.
Our efforts to manage, mitigate, and remedy these impacts may prove unsuccessful as the ultimate impact of the COVID-19 pandemic depends on factors beyond our knowledge or control, including the duration and severity of the pandemic, public safety actions taken by government authorities, long-term economic recovery, and resulting consumer response.
Successfully managing our manufacturing activity is critical to our operating and financial results.
Over the past several years, we have made strategic capital investments in capacity expansion activities to successfully capture growth opportunities and enhance product offerings, including expansions at Mercury Marine in Fond du Lac, Wisconsin and Boston Whaler in Edgewater, Florida. We also continue to implement manufacturing efficiency enhancements that are important to our success. Conversely, we may make decisions to reduce our manufacturing footprint in accordance with our business strategy. We must carefully manage these capital improvement projects, expansions, efficiency enhancements, and any consolidation efforts to ensure they meet cost targets, comply with applicable environmental, safety, and other regulations, and uphold high-quality workmanship.
Moving production to a different plant, expanding capacity at an existing facility, or ceasing production at a facility involves risks, including difficulties initiating production within the cost and timeframe estimated, supplying product to customers when expected, integrating new products, and attracting sufficient skilled workers to handle additional production demands. If we fail to meet these objectives, it could adversely affect our ability to meet customer demand for products and increase the cost of production versus projections, both of which could result in a significant adverse impact on operating and financial results. Additionally, plant consolidation or expansion can result in manufacturing inefficiencies, additional expenses, including higher wages or severance costs, and cost inefficiencies, which could negatively impact financial results.
Adverse weather conditions and climate change events can have a negative effect on revenues.
Changes in seasonal weather conditions can have a significant effect on our operating and financial results. Sales of our marine products are typically stronger just before and during spring and summer, and favorable weather during these months generally has had a positive effect on consumer demand. Conversely, unseasonably cool weather, excessive rainfall, or drought conditions during these periods can reduce or change the timing of demand. Climate change could have an impact on longer-term natural weather trends, resulting in environmental changes including, but not limited to, increases in severe weather, changing sea levels, changes in sea, land and air temperatures, poor water conditions, or reduced access to water, could disrupt or negatively affect our business.
Catastrophic events, including natural and environmental disasters, acts of terrorism, or civil unrest, could have a negative effect on our operations and financial results.
Hurricanes, floods, earthquakes, storms, and catastrophic natural or environmental disasters, as well as acts of terrorism or civil unrest, could disrupt our distribution channel, operations, or supply chain and decrease consumer demand. If a catastrophic event takes place in one of our major sales markets, our sales could be diminished. Additionally, if such an event occurs near our business locations, manufacturing facilities or key supplier facilities, business operations, and/or operating systems could be interrupted. We could be uniquely affected by weather-related catastrophic events due to the location of certain of our boat facilities in coastal Florida and the size of the manufacturing operation in Fond du Lac, Wisconsin.
A significant portion of our revenue is derived from international sources, which creates additional uncertainty.
We intend to continue to expand our international operations and customer base as part of our growth strategy. Sales outside the United States, especially in emerging markets, are subject to various risks, including government embargoes or foreign trade restrictions, foreign currency effects, tariffs, customs duties, inflation, difficulties in enforcing agreements and collecting receivables through foreign legal systems, compliance with international laws, treaties, and regulations, and unexpected changes in regulatory environments, disruptions in distribution, dependence on foreign personnel and unions, economic and social instability, and public health crises, including the outbreak of pandemic or contagious disease, such as
COVID-19. In addition, there may be tax inefficiencies in repatriating cash from non-U.S. subsidiaries, or tax laws that affect this process may change.
Instability, including, but not limited to, political events, civil unrest, and an increase in criminal activity, in locations where we maintain a significant presence could adversely impact our manufacturing and business operations. Decreased stability poses a risk of business interruption and delays in shipments of materials, components, and finished goods, as well as a risk of decreased local retail demand for our products.
The decision of the United Kingdom (UK) to exit from the European Union (EU) (Brexit) could cause disruptions to, and create uncertainty surrounding, our business, which could affect our relationships with existing and potential customers. In addition, new rules in place in January 2021 in response to the December 2020 agreement reached between the EU and UK could lead to legal uncertainty and potentially divergent national laws and regulations, as the UK determines which EU laws to replace or replicate. We cannot predict what consequences Brexit may have on regulations applicable to our business or on our future operations.
In addition, political and economic uncertainty and shifts pose risks of volatility in other global markets, which could affect our operations and financial results. Changes in U.S. policy regarding foreign trade or manufacturing may create negative sentiment about the U.S. among non-U.S. customers, employees, or prospective employees, which could adversely affect our business, sales, hiring, and employee retention. If we continue to expand our business globally, our success will depend, in part, on our ability to anticipate and effectively manage these and other risks, which could materially impact international operations or the business as a whole.
Our ability to remain competitive depends on successfully introducing new products and services that meet customer expectations.
We believe that our customers look for and expect quality, innovation, and advanced features when evaluating and making purchasing decisions about products and services in the marketplace. Our ability to remain competitive and meet our growth objectives may be adversely affected by difficulties or delays in product development, such as an inability to develop viable new products or customer solutions, gain market acceptance of new products, generate sufficient capital to fund new product development, or obtain adequate intellectual property protection for new products. To meet ever-changing consumer demands, both timing of market entry and pricing of new products are critical. As a result, we may not be able to introduce new products that are necessary to remain competitive in all markets that we serve. Furthermore, we must continue to meet or exceed customers' expectations regarding product quality and after-sales service or our operating results could suffer.
Our ability to meet demand in a rapidly changing environment may adversely affect our results of operations.
Production and sales levels throughout 2020 fluctuated due in large part to the COVID-19 pandemic. Although we have remained focused on applying and enhancing our COVID-19 health and safety protocols while continuing to ramp-up global production, our businesses may experience difficulty in adapting to the rapidly changing production and sales volumes. We may not be able to recruit or maintain sufficient skilled labor or our suppliers may not be able to deliver sufficient quantities of parts and components for us to match production with rapid changes in forecasted demand. In addition, consumers may pursue other recreational activities if dealer pipeline inventories fall too low and it is not convenient to purchase our products, consumers may purchase from competitors, or our fixed costs may grow in response to increased demand. A failure to adjust dealer pipeline inventory levels to meet demand could adversely impact our results of operations.
Loss of key customers could harm our business.
In each segment, we have important relationships with key customers, including White River Marine Group, LLC and MarineMax, Inc. From time to time, contracts with these customers come up for renewal. We cannot be certain we will renew such contracts, or renew them on favorable terms. If we lose a key customer, or a significant portion of its business, we could be adversely affected. In addition, certain customers could try to negotiate more favorable pricing of our products, which could depress earnings. In an effort to mitigate the risk associated with reliance on key customer accounts, we continually monitor such relationships and maintain a complete and competitive product lineup.
Our financial results may be adversely affected by our third party suppliers' increased costs or inability to meet required production levels due to increased demand or disruption of supply of raw materials, parts, and product components.
We rely on third parties to supply raw materials used in the manufacturing process, including oil, aluminum, copper, steel, and resins, as well as product parts and components. The prices for these raw materials, parts, and components fluctuate
depending on market conditions and, in some instances, commodity prices or trade policies, including tariffs. Substantial increases in the prices of raw materials, parts, and components would increase our operating costs, and could reduce our profitability if we are unable to recoup the increased costs through higher product prices or improved operating efficiencies. Similarly, if a critical supplier were to close its operations, cease manufacturing, or otherwise fail to deliver an essential component necessary to our manufacturing operations, that could detrimentally affect our ability to manufacture and sell our products, resulting in an interruption in business operations and/or a loss of sales.
In addition, some components used in our manufacturing processes, including certain engine components, furniture, upholstery, and boat windshields, are available from a sole supplier or a limited number of suppliers. Operational and financial difficulties that these or other suppliers may face in the future could adversely affect their ability to supply us with the parts and components we need, which could significantly disrupt our operations. It may be difficult to find a replacement supplier for a limited or sole source raw material, part, or component without significant delay or on commercially reasonable terms. In addition, an uncorrected defect or supplier's variation in a raw material, part, or component, either unknown to us or incompatible with our manufacturing process, could jeopardize our ability to manufacture products.
Some additional supply risks that could disrupt our operations, impair our ability to deliver products to customers, and negatively affect our financial results include:
•an outbreak of disease or facility closures due to the COVID-19 pandemic, or similar public health threat;
•a deterioration of our relationships with suppliers;
•events such as natural disasters, power outages, or labor strikes;
•financial pressures on our suppliers due to a weakening economy or unfavorable conditions in other end markets;
•supplier manufacturing constraints and investment requirements; or
•disruption at major global ports and shipping hubs.
These risks are exacerbated in the case of single-source suppliers, and the exclusive supplier of a key component could potentially exert significant bargaining power over price, quality, warranty claims, or other terms.
We continue to increase production; consequently, our need for raw materials and supplies continues to increase. Our suppliers must be prepared to ramp-up operations and, in many cases, hire additional workers and/or expand capacity in order to fulfill our orders and those of other customers. Cost increases, defects, or sustained interruptions in the supply of raw materials, parts, or components due to delayed start-up periods our suppliers experience as they increase production efforts create risks to our operations and financial results. The Company experienced periodic supply shortages and increases in costs to certain materials in 2020. We continue to address these issues by identifying alternative suppliers for key materials and components, working to secure adequate inventories of critical supplies, and continually monitoring the capabilities of our supplier base. In the future, however, we may experience shortages, delayed delivery, and/or increased prices for key materials, parts, and supplies that are essential to our manufacturing operations.
We have a fixed cost base that can affect our profitability if demand decreases.
The fixed cost levels of operating production facilities can put pressure on profit margins when sales and production decline. We have maintained discipline over our fixed cost base, and improvements in gross margin can help mitigate the risks related to a fixed cost base. However, our profitability is dependent, in part, on our ability to absorb fixed costs over an increasing number of products sold and shipped. Decreased demand or the need to reduce inventories can lower our production levels and impact our ability to absorb fixed costs, consequently materially impacting our results.
Some of our operations are conducted by joint ventures that are not operated solely for our benefit.
We share ownership and management responsibilities with jointly owned companies such as BAC and Tohatsu Marine Corporation. These joint ventures may not have the same goals, strategies, priorities, or resources as the Company because they are intended to be operated for the benefit of all co-owners, rather than for our exclusive benefit. If such a conflict occurred, it could negatively impact our sales or financial results.
RISKS RELATED TO OUR STRATEGIC PLANS
Failure to successfully implement our strategic plan and growth initiatives could have a material adverse effect on our business and financial condition.
Our ability to continue generating strong cash flow and profits depends partly on the sustained successful execution of our strategic plan and growth initiatives, including optimizing our business and product portfolio, making acquisitions, improving operating efficiency, and expanding into new adjacent markets. To address risks associated with our plan and growth initiatives, we have established processes to regularly review, manage, and modify our plans, and we believe we have appropriate oversight to monitor initiatives and their impact. However, our strategic plan and growth initiatives may require significant investment and management attention, which could result in the diversion of these resources from the core business and other business issues and opportunities. Additionally, any new initiative is subject to certain risks, including customer acceptance, competition, the ability to manufacture products on schedule and to specification, the ability to create the necessary supply chain, and/or the ability to attract and retain qualified management and other personnel. There is no assurance that we will be able to develop and successfully implement our strategic plan and growth initiatives in a manner that fully achieves our strategic objectives.
Our business and operations are dependent on the expertise of our key contributors, our successful implementation of succession plans, and our ability to attract and retain management employees and skilled labor.
The talents and efforts of our employees, particularly key managers, are vital to our success. Our management team has significant industry experience and would be difficult to replace. We may be unable to retain them or to attract other highly qualified employees. Failure to hire, develop, and retain highly qualified and diverse employee talent and to develop and implement an adequate succession plan for the management team could disrupt our operations and adversely affect our business and our future success. During 2020, we added several new members to our senior leadership team, including our Chief Financial Officer, President of the Boat Group, President of the Advanced Systems Group, Vice President - Enterprise Technologies, and Chief Information Officer. We perform an annual review of management succession plans with the Board of Directors, including reviewing executive officer and other important positions to substantially mitigate the risk associated with key contributor transitions, but we cannot ensure that all transitions will be implemented successfully.
Our ability to continue to execute our growth strategy could potentially be adversely affected by the effectiveness of organizational changes. Any disruption or uncertainty resulting from such changes could have a material adverse impact on our business, results of operations, and financial condition.
Much of our future success depends on, among other factors, our ability to attract and retain skilled labor. In 2020, nearly all facilities sought to increase production and to hire and retain sufficient skilled hourly labor to meet increased demand for our products. In the future, if we are not successful in these efforts, we may be unable to meet our operating goals and plans, which may impact our financial results. We continually invest in automation and improve our efficiency, but availability and retention of skilled hourly workers remains critical to our operations. In order to manage this risk, we regularly monitor and make improvements to wages and benefit programs, as well as develop and improve recruiting, training, and safety programs to attract and retain an experienced and skilled workforce.
An inability to identify and complete targeted acquisitions could negatively impact financial results.
Our growth initiatives include making strategic acquisitions, which depend on the availability of suitable targets at acceptable terms and our ability to complete the transactions. In managing our acquisition strategy, we conduct rigorous due diligence, involve various functions, and continually review target acquisitions, all of which we believe mitigates some of our acquisition risks. However, we cannot assure that suitable acquisitions will be identified or consummated or that, if consummated, they will be successful. Acquisitions include a number of risks, including our ability to project and evaluate market demand, realize potential synergies and cost savings, and make accurate accounting estimates, as well as diversion of management attention. Uncertainties exist in assessing the value, risks, profitability, and liabilities associated with certain businesses or assets, negotiating acceptable terms, obtaining financing on acceptable terms, and receiving any necessary regulatory approvals. As we continue to grow, in part, through acquisitions, our success depends on our ability to anticipate and effectively manage these risks. Our failure to successfully do so could have a material adverse effect on our financial condition and results of operations.
The inability to successfully integrate acquisitions could negatively impact financial results.
Our strategic acquisitions pose risks, such as our ability to project and evaluate market demand; maximize potential synergies and cost savings; make accurate accounting estimates; and achieve anticipated business objectives. Our recent acquisitions of Power Products and Freedom Boat Club, and other acquisitions we may complete in the future, present these and other integration risks, including:
•disruptions in core, adjacent, or acquired businesses that could make it more difficult to maintain business and operational relationships, including customer and supplier relationships;
•the possibility that the expected synergies and value creation will not be realized or will not be realized within the expected time period;
•the risk that unexpected costs and liabilities will be incurred;
•diversion of management attention; and
•difficulties retaining employees.
If we fail to timely and successfully integrate new businesses into existing operations, we may see higher costs, lost sales, or otherwise diminished earnings and financial results.
There can be no assurance that strategic divestitures or restructurings will provide business benefits.
As part of our strategy, we continuously evaluate our portfolio of businesses to further maximize shareholder value. In recent years, we have divested our Fitness and Bowling businesses and restructured our Sea Ray business to remove Sport Yachts and Yachts from the portfolio. We have previously and may in the future make other changes to our portfolio, and the changes may be material. Divestitures involve risks, including difficulties in the separation of operations, services, products, and personnel, disruption in our operations or businesses, finding a suitable purchaser, the diversion of management's attention from our other businesses, the potential loss of key employees, adverse effects on relationships with our dealer or supplier partners or their businesses, the erosion of employee morale or customer confidence, and the retention of contingent liabilities related to the divested business. If we do not successfully manage the risks associated with divestitures, our business, financial condition, and results of operations could be adversely affected as the potential strategic benefits may not be realized or may take longer to realize than expected.
RISKS RELATED TO OUR DEALERS, DISTRIBUTORS, AND FRANCHISEES
Our financial results could be adversely affected if we are unable to maintain effective distribution.
We rely on third-party dealers and distributors to sell most of our products. Maintaining a reliable network of dealers is essential to our success. We face competition from other manufacturers in attracting and retaining distributors and independent boat dealers. A significant deterioration in the number or effectiveness of our dealers and distributors could have a material adverse effect on our financial results.
Although at present we believe dealer health to be generally favorable, weakening demand for marine products could hurt our dealers’ financial performance. In particular, reduced cash flow from decreases in sales and tightening credit markets could impair dealers' ability to fund operations. Inability to fund operations can force dealers to cease business, and we may be unable to obtain alternate distribution in the vacated market. An inability to obtain alternate distribution could unfavorably affect our net sales through reduced market presence. If economic conditions deteriorate, we anticipate that dealer failures or voluntary market exits would increase, especially if overall retail demand materially declines.
Dealer or distributor inability to secure adequate access to capital could adversely affect our sales.
Our dealers require adequate liquidity to finance their operations, including purchasing our products. Dealers are subject to numerous risks and uncertainties that could unfavorably affect their liquidity positions, including, among other things, continued access to adequate financing sources on a timely basis on reasonable terms. These financing sources are vital to our ability to sell products through our distribution network, particularly to boat and engine dealers. Entities affiliated with Wells Fargo & Company, including BAC, the Company’s 49 percent owned joint venture, finance a significant portion of our boat and engine sales to dealers through floorplan financing to marine dealers.
Many factors continue to influence the availability and terms of financing that our dealer floorplan financing providers offer, including:
•their ability to access certain capital markets, such as the securitization and the commercial paper markets, and to fund their operations in a cost effective manner;
•the performance of their overall credit portfolios;
•their willingness to accept the risks associated with lending to marine dealers;
•the overall creditworthiness of those dealers; and
•the overall aging and level of pipeline inventories.
Our sales could be adversely affected if financing terms change unfavorably or if BAC were to be terminated. This could require dealers to find alternative sources of financing, including our direct financing to dealers, which could require additional capital to fund the associated receivables.
We may be required to repurchase inventory or accounts of certain dealers.
We have agreements with certain third-party finance companies to provide financing to our customers, enabling them to purchase our products. In connection with these agreements, we may either have obligations to repurchase our products from the finance company or have recourse obligations. These obligations may be triggered if our dealers default on their payment or other obligations to the finance companies.
Our maximum contingent obligation to repurchase inventory and our maximum contingent recourse obligations on customer receivables are less than the total balances of dealer financings outstanding under these programs, because our obligations under certain of these arrangements are subject to caps, or are limited based on the age of product. Our risk related to these arrangements is partially mitigated by the proceeds we receive on the resale of repurchased product to other dealers, or by recoveries on receivables purchased under the recourse obligations.
Our inventory repurchase obligations relate primarily to the inventory floorplan credit facilities of our boat and engine dealers. Our actual historical repurchase experience related to these arrangements has been substantially less than our maximum contractual obligations. If dealers default on their obligations, file for bankruptcy, or cease operations, however, we could incur losses associated with the repurchase of our products. In addition, our net sales and earnings may be unfavorably affected due to reduced market coverage and an associated decline in sales.
Future declines in marine industry demand could cause an increase in repurchase activity, or could require us to incur losses in excess of established reserves. In addition, our cash flow and loss experience could be adversely affected if repurchased inventory is not successfully distributed to other dealers in a timely manner, or if the recovery rate on the resale of the product declines. The finance companies could require changes in repurchase or recourse terms that would result in an increase in our contractual contingent obligations.
Inventory reductions by major dealers, retailers, and independent boat builders could adversely affect our financial results.
If demand begins to trail forecasted levels or if new product introductions are expected to replace existing products, the Company and our dealers, retailers, and other distributors could decide to reduce the number of units they hold. These actions could result in wholesale sales reductions in excess of retail sales reductions and would likely result in lower production levels of certain of our products, potentially causing lower rates of absorption of fixed costs in our manufacturing facilities and lower margins. While we have processes in place to help manage dealer inventories at appropriate levels, potential inventory reductions remain a risk to our future sales and results of operations.
The franchise business model of Freedom Boat Club presents risks.
Our franchisees are an integral part of our Freedom Boat Club business and its growth strategies. We may be unable to successfully implement the growth strategies if our franchisees do not participate in the implementation of those strategies or if we are unable to attract a sufficient number of qualified franchisees.
While our franchisees are required to comply with our franchise and related agreements, our franchisees are independent and manage their boat clubs as independent businesses, responsible for all day-to-day operations of their boat clubs. If these franchisees fail to maintain or act in accordance with applicable brand standards; experience service, safety, or other operational problems, including any data breach involving club member information; or project a brand image inconsistent with ours, our image and reputation could suffer, which in turn could hurt our business and operating results.
RISKS RELATED TO CYBERSECURITY AND TECHNOLOGY
Our business operations could be negatively impacted by an outage or breach of our information technology systems, operational technology systems, or a cybersecurity event.
We manage our global business operations through a variety of information technology (IT) and operational technology systems which we continually enhance to increase efficiency and security. We depend on these systems for commercial transactions, customer interactions, manufacturing, branding, employee tracking, and other applications. Some of the systems are based on legacy technology and operate with a minimal level of available support, and recent acquisitions using other
systems have added to the complexity of our IT infrastructure. New system implementations across the enterprise also pose risks of outages or disruptions, which could affect our suppliers, commercial operations, and customers. We continue to upgrade, streamline, and integrate these systems and have invested in strategies to prevent a failure or breach but, like those of other companies, our systems are susceptible to outages due to natural disasters, power loss, computer viruses, security breaches, hardware or software vulnerabilities, disruptions, and similar events. If a legacy system or another of the Company's key systems were to fail or if our IT systems were unable to communicate effectively, this could result in missed or delayed sales or lost opportunities for cost reduction or efficient cash management.
We exchange information with many trading partners across all aspects of our commercial operations through our IT systems. A breakdown, outage, malicious intrusion, breach, random attack, or other disruption of communications could result in erroneous or fraudulent transactions, disclosure of confidential information, loss of reputation and confidence, and may also result in legal claims or proceedings, penalties, and remediation costs. We have numerous e-commerce and e-marketing portals and our systems may contain personal information of customers or employees; therefore, we must continue to be diligent in protecting against malicious cyber attacks. We have been the target of attempted cyber attacks and other security threats and we may be subject to breaches of our IT systems. We have programs in place that are intended to detect, contain, and respond to data security incidents and that provide employee awareness training regarding phishing, malware, and other cyber risks. However, because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and may be difficult to detect, we may be unable to anticipate these techniques or implement adequate preventive measures. If our security measures are breached or fail, unauthorized persons may be able to obtain access to or acquire personal or other confidential data. Depending on the nature of the information compromised, we may also have obligations to notify consumers and/or employees about the incident, and we may need to provide some form of remedy, such as a subscription to a credit monitoring service, for the individuals affected by the incident. This could negatively affect our relationships with customers or trading partners, lead to potential claims against the Company, and damage our image and reputation.
We rely on third parties for computing, storage, processing, and similar services. Any disruption of or interference with our use of these third-party services could have an adverse effect on our business, financial condition, and operating results.
Most of our business systems reside on third-party outsourced cloud infrastructure providers. We are therefore vulnerable to service interruptions experienced by these providers and could experience interruptions, delays, or outages in service availability in the future due to a variety of factors, including infrastructure changes, human, hardware or software errors, hosting disruptions, and capacity constraints. While we have mitigation and service redundancy plans in place, outages and/or capacity constraints could still arise from a number of causes such as technical failures, natural disasters, fraud, or internal or third-party security attacks, which could negatively impact our ability to manufacture and/or operate our business.
We collect, store, process, share, and use personal information, and rely on third parties that are not directly under our control to do so as well, which subjects us to legal obligations, laws and regulations related to security and privacy, and any actual or perceived failure to meet those obligations could harm our business.
We are subject to various data protection and privacy laws and regulations in the countries where we operate because we collect, store, process, share, and use personal information, and we rely on third parties that are not directly under our control to do so as well. The General Data Protection Regulation (GDPR) in the European Union (EU) went into effect in May 2018 and the California Consumer Privacy Act (CCPA) became effective January 1, 2020. Although we have implemented plans to comply with these laws, GDPR, CCPA, and future laws and regulations could impose an even greater compliance burden and risk with respect to privacy and data security than prior laws. The EU (through the GDPR) and a growing number of legislative and regulatory bodies elsewhere in the world have adopted consumer notification requirements in the event of unauthorized access to or acquisition of certain types of personal information. These breach notification laws continue to evolve and may be inconsistent from one jurisdiction to another. Complying with these obligations could cause us to incur substantial costs, require significant management time and attention, and increase negative publicity surrounding any incident that compromises personal information.
RISKS RELATED TO OUR INTELLECTUAL PROPERTY
Our success depends upon the continued strength of our brands.
We believe that our brands, particularly including Mercury Marine, Sea Ray, Boston Whaler, and Lund, significantly contribute to our success, and that maintaining and enhancing these brands is important to expanding our customer base. A failure to adequately promote, protect, and strengthen our brands could adversely affect our business and results of operations. Further, in connection with the divestiture of the bowling and billiards businesses, we licensed certain trademarks and
servicemarks, including use of the name "Brunswick," to the acquiring companies. Our reputation may be adversely affected by the purchasers' inappropriate use of the marks or of the name Brunswick, including potential negative publicity, loss of confidence, or other damage to our image due to this licensed use.
Either inadequate intellectual property protection that could allow others to use our technologies and impair our ability to compete, or failure to successfully defend against patent infringement claims could have a material adverse effect on our financial condition and results of operations.
We regard much of the technology underlying our products as proprietary. We rely on a combination of patents, trademark, copyright, and trade secret laws; employee and third-party non-disclosure agreements; and other contracts to establish and protect our technology and other intellectual property rights. However, we remain subject to risks, including:
•the steps we take to protect our proprietary technology may be inadequate to prevent misappropriation of our technology;
•third parties may independently develop similar technology;
•agreements containing protections may be breached or terminated;
•we may not have adequate remedies for breaches;
•existing patent, trademark, copyright, and trade secret laws may afford limited protection;
•a third party could copy or otherwise obtain and use our products or technology without authorization; or
•we may be required to litigate to enforce our intellectual property rights, and we may not be successful.
Policing unauthorized use of our intellectual property is difficult, particularly outside the U.S., and litigating intellectual property claims may result in substantial cost and divert management’s attention.
In addition, we may be required to defend our products against patent or other intellectual property infringement claims or litigation. Besides defense expenses and costs, we may not prevail in such cases, forcing us to seek licenses or royalty arrangements from third parties, which we may not be able to obtain on reasonable terms, or subjecting us to an order or requirement to stop manufacturing, using, selling, or distributing products that included challenged intellectual property, which could harm our business and financial results.
RISKS RELATED TO OUR REGULATORY, ACCOUNTING, LEGAL, AND TAX ENVIRONMENT
Changes to U.S. trade policy, tariffs, and import/export regulations may have a material adverse effect on our business, financial condition, and results of operations.
Changes in laws and policies governing foreign trade, which may occur under a new U.S. presidential administration, could adversely affect our business and trigger retaliatory actions by affected countries. Although we were granted exclusion from Section 301 tariffs for Mercury Marine 40, 50, and 60 horsepower engines through the end of 2019, these exclusions were not renewed for 2020 and the denial of exemption requests have and may continue to negatively affect our business. We continue to be subject to meaningful tariffs, and there is no assurance that we will be granted exclusions in the future. Like many other multinational corporations, we do a significant amount of business that would be affected by changes to the trade policies of the U.S. and foreign countries (including governmental action related to tariffs and international trade agreements). Such changes have the potential to adversely impact the U.S. economy, our industry, our suppliers, and global demand for our products and, as a result, could have a material adverse effect on our business, financial condition, and results of operations.
An impairment in the carrying value of goodwill, trade names, and other long-lived assets could negatively affect our consolidated results of operations and net worth.
Goodwill and indefinite-lived intangible assets, such as our trade names, are recorded at fair value at the time of acquisition and are not amortized, but are reviewed for impairment at least annually or more frequently if impairment indicators arise. In evaluating the potential for impairment of goodwill and trade names, we make assumptions regarding future operating performance, business trends, and market and economic conditions. Such analyses further require us to make certain assumptions about sales, operating margins, growth rates, and discount rates. Uncertainties are inherent in evaluating and applying these factors to the assessment of goodwill and trade name recoverability. We could be required to evaluate the recoverability of goodwill or trade names prior to the annual assessment if we experience business disruptions, unexpected significant declines in operating results, a divestiture of a significant component of our business, or declines in market capitalization.
We also continually evaluate whether events or circumstances have occurred that indicate the remaining estimated useful lives of our definite-lived intangible assets and other long-lived assets may warrant revision or whether the remaining balance of such assets may not be recoverable. We use an estimate of the related undiscounted cash flow over the remaining life of the asset in measuring whether the asset is recoverable.
As of December 31, 2020, the balance of total goodwill and indefinite lived intangible assets was $584 million, which represents approximately 15 percent of total assets. If the future operating performance of either the Company or individual operating segments is not sufficient, we could be required to record non-cash impairment charges. Impairment charges could substantially affect our reported earnings in the periods such charges are recorded. In addition, impairment charges could indicate a reduction in business value which could limit our ability to obtain adequate financing in the future.
We manufacture and sell products that create exposure to potential claims and litigation.
Our manufacturing operations and the products we produce could result in product quality, warranty, personal injury, property damage, and other issues, thereby increasing the risk of litigation and potential liability, as well as regulatory fines. To manage this risk, we have established a global, enterprise-wide program charged with the responsibility for reviewing, addressing, and reporting on product integrity issues. Historically, the resolution of such claims has not had a materially adverse effect on our business, and we maintain what we believe to be adequate insurance coverage to mitigate a portion of these risks. However, we may experience material losses in the future, incur significant costs to defend claims or issue product recalls, experience claims in excess of our insurance coverage or that are not covered by insurance, or be subjected to fines or penalties. Our reputation may be adversely affected by such claims, whether or not successful, including potential negative publicity about our products. We record accruals for known potential liabilities, but there is the possibility that actual losses may exceed these accruals and therefore negatively impact earnings.
Compliance with environmental, health, safety, zoning, and other laws and regulations may increase costs and reduce demand for our products.
We are subject to federal, state, local, and foreign laws and regulations, including product safety, environmental, health and safety, and other regulations. While we believe that we maintain the requisite licenses and permits and that we are in material compliance with applicable laws and regulations, a failure to satisfy these and other regulatory requirements could result in fines or penalties, and compliance could increase the cost of operations. The adoption of additional laws, rules, and regulations, including stricter emissions standards, could increase our manufacturing costs, require additional product development investment, increase consumer pricing, and reduce consumer demand for our products or boat club operations.
Environmental restrictions, boat plant emission restrictions, and permitting and zoning requirements can limit production capacity, access to water for boating and marinas, and storage space. While future licensing requirements, including any licenses imposed on recreational boating, are not expected to be unduly restrictive, they may deter potential customers, thereby reducing our sales. Furthermore, regulations allowing the sale of fuel containing higher levels of ethanol for automobiles, which is not appropriate or intended for use in marine engines, may nonetheless result in increased warranty, service costs, customer dissatisfaction with products, and other claims against the Company if boaters mistakenly use this fuel in marine engines, causing damage to and the degradation of components in their marine engines. Many of our customers use our products for fishing and related recreational activities. Regulatory or commercial policies and practices impacting access to water, including availability of slip locations and/or the ability to transfer boats among different waterways, access to fisheries, or the ability to fish in some areas could negatively affect demand for our products.
Our manufacturing processes involve the use, handling, storage, and contracting for recycling or disposal of hazardous or toxic substances or wastes. Accordingly, we are subject to regulations regarding these substances, and the misuse or mishandling of such substances could expose us to liabilities, including claims for property, personal injury, or natural resources damages, or fines. We are also subject to laws requiring the cleanup of contaminated property, including cleanup efforts currently underway. If a release of hazardous substances occurs at or from one of our current or former properties or another location where we have disposed of hazardous materials, we may be held liable for the contamination, regardless of knowledge or whether we were at fault, and the amount of such liability could be material.
Additionally, we are subject to laws governing our relationships with employees, including, but not limited to, employment obligations as a federal contractor and employee wage, hour, and benefits issues, such as health care benefits. Compliance with these rules and regulations, and compliance with any changes to current regulations, could increase the cost of our operations.
Changes in income tax laws or enforcement could have a material adverse impact on our financial results.
The US federal Tax Cuts and Jobs Act (TCJA), signed into law on December 22, 2017, continues to have an overall positive impact on our financial statements, but certain expiring tax provisions (e.g., research and development and tangible property immediate expensing), administrative, and legislative changes that may result from the recent U.S. general elections as well as new or amended government regulations or guidance could have a negative impact. In addition, other changes in international and domestic tax laws, including developments at the Organization for Economic Co-operation and Development that may change global taxing norms, and changes in tax law enforcement, could negatively impact our tax provision, cash flows, and/or tax related balance sheet amounts, including our deferred tax asset values. Changes in U.S. and international tax laws may have broader implications, including impacts on the economy, currency markets, inflation, consumer behavior, and competitive dynamics, which are difficult to predict, and may positively or negatively impact the Company and our results.
RISKS RELATED TO OUR COMMON STOCK
The timing and amount of our share repurchases are subject to a number of uncertainties.
The Board of Directors has authorized the Company’s discretionary repurchase of outstanding common stock, to be systematically completed in the open market or through privately negotiated transactions. In 2020, we repurchased $118 million of shares, and we plan to continue share repurchases in 2021 and beyond. The amount and timing of share repurchases are based on a variety of factors. Important considerations that could cause us to limit, suspend, or delay future stock repurchases include:
•unfavorable market and economic conditions;
•the trading price of our common stock;
•the nature and magnitude of other investment opportunities available to us from time to time; and
•the availability of cash.
Delaying, limiting, or suspending our stock repurchase program may negatively affect performance versus earnings per share targets, and ultimately our stock price.
Certain activist shareholder actions could cause us to incur expense and hinder execution of our strategy.
We actively engage in discussions with our shareholders regarding further strengthening our Company and creating long-term shareholder value. This ongoing dialogue can include certain divisive activist tactics, which can take many forms. Some shareholder activism, including potential proxy contests, could result in substantial costs, such as legal fees and expenses, and divert management’s and our Board’s attention and resources from our businesses and strategic plans. Additionally, public shareholder activism could give rise to perceived uncertainties as to our future, adversely affect our relationships with dealers, distributors, or customers, make it more difficult to attract and retain qualified personnel, and cause our stock price to fluctuate based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business. These risks could adversely affect our business and operating results.
Item 1B. Unresolved Staff Comments
Item 2. Properties
Our headquarters are in Mettawa, Illinois. We have numerous manufacturing plants, distribution warehouses, sales offices, and product test sites around the world. Research and development facilities are primarily located at manufacturing sites.
We believe our facilities are suitable and adequate for our current needs and are well maintained and in good operating condition. Most plants and warehouses are of modern, single-story construction, providing efficient manufacturing and distribution operations. We believe our manufacturing facilities have the capacity, or we are investing to increase capacity, to meet current and anticipated demand. We own many of our principal plants.
The principal facilities used in our operations are in the following locations:
Leased facilities include: Miramar, Florida; Rio de Janeiro, Brazil; Toronto and Milton, Ontario, Canada; Dubai, UAE; Suzhou, China; Dandenong, Australia; and Singapore.
Owned facilities include: Panama City and St. Cloud, Florida; Brookfield, Fond du Lac, and Oshkosh, Wisconsin; Petit-Rechain, Belgium; Suzhou, China; and Juarez, Mexico.
Leased facilities include: Fresno, California; Old Lyme, Connecticut; Lake Suzy and Pompano Beach, Florida; Suwanee, Georgia; Lowell, Michigan; St. Paul Park, Minnesota; Reno, Nevada; Bellingham, Washington; Menomonee Falls, Wisconsin; Langley and Victoria, British Columbia, Canada; Milton, Ontario, Canada; Amsterdam and Heerenveen, Netherlands; Auckland, New Zealand; Murrarie, Australia; Juarez, Mexico; and Bangor, Northern Ireland.
Owned facilities include: Stuart, Florida and Fond Du Lac, Wisconsin.
Leased facilities include: Venice, Florida; Knoxville, Tennessee; Amsterdam, Netherlands; and Auckland, New Zealand.
Owned facilities include: Edgewater, Palm Coast, and Merritt Island, Florida; Fort Wayne, Indiana; New York Mills, Minnesota; Lebanon, Missouri; Vonore, Tennessee; Clarkston, Washington; Petit-Rechain, Belgium; Princeville, Quebec, Canada; Reynosa, Mexico; and Vila Nova de Cerveira, Portugal.
Item 3. Legal Proceedings
Refer to Note 13 – Commitments and Contingencies in the Notes to Consolidated Financial Statements for information about the Company's legal proceedings.
Item 4. Mine Safety Disclosures
Information About Our Executive Officers
Brunswick's Executive Officers are listed in the following table:
|Officer Name||Present Position||First Became an Executive Officer||Age|
|David M. Foulkes||Chief Executive Officer||2018||59|
|Ryan M. Gwillim||Senior Vice President and Chief Financial Officer||2020||41|
|Aine L. Denari||Vice President and President - Brunswick Boat Group||2020||48|
|Christopher F. Dekker||Vice President, General Counsel and Secretary||2014||52|
|Brett A. Dibkey||Vice President and President - Advanced Systems Group||2020||48|
|Christopher D. Drees||Vice President and President - Mercury Marine||2019||52|
|Brenna D. Preisser||President - Business Acceleration & Chief People & Strategy Officer||2016||43|
|Randall S. Altman||Vice President and Controller||2019||49|
The executive officers named above have been appointed to serve until their successors are chosen and qualified or until the executive officer's earlier resignation or removal.
David M. Foulkes was named Chief Executive Officer of Brunswick in January 2019. He served as Chief Technology Officer and President, Brunswick Marine Consumer Solutions from May 2018 to 2019, as Vice President and Brunswick Chief Technology Officer from 2014 to 2018, as Vice President of Product Development and Engineering, Mercury Marine, from 2010 to 2018 and as President of Mercury Racing from 2012 to 2018. Previously, Mr. Foulkes held positions of increasing responsibility at Mercury Marine from the start of his employment in 2007.
Ryan M. Gwillim was named Senior Vice President and Chief Financial Officer of Brunswick in June 2020. Previously, he served as Vice President – Finance and Treasurer from June 2019 to June 2020, and Vice President – Investor Relations from 2017 to 2019. Mr. Gwillim served as Associate General Counsel - International from 2015 to 2017 and held positions of increasing responsibility within the Legal Department since his Brunswick employment began in 2011.
Aine L. Denari was named Vice President and President - Brunswick Boat Group in October 2020. Prior to joining Brunswick, Ms. Denari worked at ZF AG as Senior Vice President and General Manager, Global Electronics ADAS (Advanced Driver Assistance Systems) from December 2017 to October 2020, as Senior Vice President, Planning and Business Development from 2015 to 2017, and as Vice President, Business Development and Product Planning from 2014 to 2017. Ms. Denari previously served in a variety of executive positions within the automotive industry, and in leadership positions at major global consulting firms.
Christopher F. Dekker was named Vice President, General Counsel and Secretary of Brunswick in October 2014. Prior to his appointment, Mr. Dekker served as Brunswick's Associate General Counsel, with responsibilities for litigation, employment, and compliance matters, from the start of his employment with Brunswick in 2010.
Brett A. Dibkey was named Vice President and President – Advanced Systems Group in January 2020. Mr. Dibkey joined Brunswick following 12 years at Whirlpool Corporation, a multinational manufacturer and marketer of home appliances, where he served as Vice President and General Manager, Business Units, Brand Marketing, eCommerce, and IoT from January 2017 to December 2019, Vice President and General Manager, Integrated Business Units from 2012 to 2020, and General Manager, Dishwasher Category and New Business Development from 2007 to 2012. Prior to his career at Whirlpool, Mr. Dibkey worked in a variety of business development and strategic planning roles for Pfizer and Crowe Horwath, LLP.
Christopher D. Drees was named Vice President and President - Mercury Marine in April 2019. He served as President of Marine Parts and Accessories from 2018 to 2019, and as Vice President - Mercury Global Operations from 2014 to 2018. Prior to 2014, Mr. Drees served in a variety of positions of increasing responsibility at Mercury Marine since his hire in 1998.
Brenna D. Preisser was named President - Business Acceleration and Chief People and Strategy Officer in 2020. Previously Ms. Preisser served as Vice President and Chief Human Resources Officer and President - Business Acceleration from 2018 to 2020 and as Vice President and Chief Human Resources Officer of Brunswick since 2016. Ms. Preisser has served in a variety of roles of increasing responsibility since she started with Brunswick in 2004.
Randall S. Altman was named Vice President and Controller of Brunswick in June 2019. Previously, he served as Vice President – Treasurer from 2013 to 2019. Mr. Altman has held a series of roles of increasing responsibility within Brunswick since he joined Brunswick in 2003.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Brunswick's common stock is traded on the New York and Chicago Stock Exchanges under the symbol "BC". As of February 11, 2021, there were 7,186 shareholders of record of the Company's common stock.
Brunswick expects to continue to pay quarterly dividends at the discretion of the Board of Directors, subject to continued capital availability and a determination that cash dividends continue to be in the best interest of the Company's shareholders. Brunswick's dividend and share repurchase policies may be affected by, among other things, the Company's views on future liquidity, potential future capital requirements and restrictions contained in certain credit agreements.
Comparison of Cumulative Total Shareholder Return among Brunswick, S&P 500 Index and S&P 500 Global Industry Classification Standard (GICS) Consumer Discretionary Index
|Brunswick||100.00 ||109.24 ||111.99 ||95.65 ||125.52 ||161.87 |
|S&P 500 GICS Consumer Discretionary Index||100.00 ||105.96 ||130.16 ||131.41 ||167.97 ||223.34 |
|S&P 500 Index||100.00 ||111.82 ||136.06 ||130.32 ||171.01 ||201.94 |
The basis of comparison is a $100 investment at December 31, 2015 in each of: (i) Brunswick, (ii) the S&P 500 GICS Consumer Discretionary Index and (iii) the S&P 500 Index. All dividends are assumed to be reinvested. The S&P 500 GICS Consumer Discretionary Index encompasses industries including automotive, household durable goods, textiles and apparel and leisure equipment. Brunswick believes the companies included in this index provide the most representative sample of enterprises that are in primary lines of business that are similar to Brunswick's.
Issuer Purchases of Equity Securities
The Company has executed share repurchases against authorizations approved by the Board of Directors in 2016 and 2019. In 2020, the Company repurchased $118.3 million of stock under these authorizations and as of December 31, 2020, the remaining authorization was $116.5 million.
During the three months ended December 31, 2020, the Company repurchased the following shares of its common stock:
|Period||Total Number of Shares Purchased||Weighted Average Price Paid per Share||Total Number of Shares Purchased as Part of Publicly Announced Program||Maximum Amount of Dollars that May Yet Be Used to Purchase Shares Under the Program|
|September 27 to October 24||— ||NA||— |
|October 25 to November 21||416,379 ||65.59 ||416,379 |
|November 22 to December 31||158,714 ||74.98 ||158,714 |
|Total||575,093 ||$||68.18 ||575,093 ||$||116,517,858 |
Item 6. Selected Financial Data
The selected historical financial data presented below as of and for the years ended December 31, 2020, 2019 and 2018 has been derived from, and should be read in conjunction with, the historical consolidated financial statements of the Company, including the notes thereto, and Item 7 of this report, including the Matters Affecting Comparability section. The selected historical financial data presented below as of and for the years ended December 31, 2017 and 2016 has been derived from the consolidated financial statements of the Company for those years and are not included in this Annual Report Form 10-K.
|(in millions, except per share data)|
|Results of operations data|
|Net sales||$||4,347.5 ||$||4,108.4 ||$||4,120.9 ||$||3,802.2 ||$||3,508.1 |
|Restructuring, exit, integration, and impairment charges||4.1 ||18.8 ||54.8 ||48.6 ||2.9 |
|Operating earnings||539.3 ||471.0 ||355.5 ||330.3 ||356.3 |
|Pension settlement (benefit) charge||(1.1)||292.8 ||— ||96.6 ||55.1 |
Earnings before interest and income taxes
|538.8 ||183.4 ||358.9 ||236.7 ||292.7 |
|Earnings before income taxes||472.7 ||110.7 ||310.7 ||212.9 ||267.0 |
Net earnings from continuing operations
|374.7 ||30.4 ||253.4 ||101.3 ||188.4 |
Net (loss) earnings from discontinued operations, net of tax
|(2.0)||(161.4)||11.9 ||45.1 ||87.6 |
|Net earnings (loss)||$||372.7 ||$||(131.0)||$||265.3 ||$||146.4 ||$||276.0 |
|Basic earnings (loss) per common share|
|Earnings from continuing operations||$||4.73 ||$||0.36 ||$||2.89 ||$||1.13 ||$||2.07 |
Net (loss) earnings from discontinued operations, net of tax
|(0.03)||(1.90)||0.14 ||0.51 ||0.96 |
|Net earnings (loss)||$||4.70 ||$||(1.54)||$||3.03 ||$||1.64 ||$||3.03 |
Average shares used for computation of basic earnings per share
|79.2 ||85.2 ||87.6 ||89.4 ||91.2 |
|Diluted earnings (loss) per common share|
|Earnings from continuing operations||$||4.70 ||$||0.36 ||$||2.87 ||$||1.12 ||$||2.05 |
Net (loss) earnings from discontinued operations, net of tax
|(0.02)||(1.89)||0.14 ||0.50 ||0.95 |
|Net earnings (loss)||$||4.68 ||$||(1.53)||$||3.01 ||$||1.62 ||$||3.00 |
Average shares used for computation of diluted earnings per share
|79.7 ||85.6 ||88.2 ||90.1 ||92.0 |
(A)Refer to Note 22 – Quarterly Data (unaudited), for further details on certain non-recurring items which impacted 2020 and 2019 results.
|(in millions, except per share and other data)||2020||2019||2018||2017||2016|
|Balance sheet data|
|Total assets||$||3,770.6 ||$||3,564.4 ||$||4,291.5 ||$||3,371.1 ||$||3,311.3 |
|$||43.1 ||$||41.3 ||$||41.3 ||$||5.6 ||$||5.9 |
|908.3 ||1,068.0 ||1,179.5 ||431.8 ||436.5 |
|Total debt||951.4 ||1,109.3 ||1,220.8 ||437.4 ||442.4 |
|Common shareholders' equity||1,510.0 ||1,300.9 ||1,582.6 ||1,482.9 ||1,440.1 |
|$||2,461.4 ||$||2,410.2 ||$||2,803.4 ||$||1,920.3 ||$||1,882.5 |
|Cash flow data|
Net cash provided by operating activities of continuing operations
|$||800.0 ||$||475.3 ||$||274.5 ||$||308.2 ||$||309.6 |
|Depreciation and amortization||153.4 ||138.7 ||124.0 ||87.1 ||83.8 |
|Capital expenditures||182.4 ||232.6 ||180.2 ||178.0 ||157.9 |
|Investments||(4.0)||2.4 ||(8.8)||(3.2)||5.1 |
|Cash dividends paid||78.3 ||73.4 ||67.8 ||60.6 ||55.4 |
|Dividends declared per share||$||0.990 ||$||0.870 ||$||0.780 ||$||0.685 ||$||0.615 |
|Book value per share||19.38 ||16.34 ||18.23 ||16.95 ||16.13 |
|Return on beginning shareholders' equity||28.6 ||%||(8.3)||%||17.9 ||%||10.2 ||%||21.5 ||%|
|Effective tax rate from continuing operations||20.7 ||%||72.5 ||%||18.4 ||%||52.4 ||%||29.4 ||%|
|Debt-to-capitalization rate||38.7 ||%||46.0 ||%||43.5 ||%||22.8 ||%||23.5 ||%|
|Number of employees||14,382 ||12,828 ||13,084 ||12,262 ||11,522 |
|Number of shareholders of record||7,232 ||7,484 ||7,823 ||8,247 ||8,683 |
|Common stock price (NYSE)|
| High||$||84.00 ||$||62.23 ||$||69.82 ||$||63.82 ||$||56.30 |
| Low||25.22 ||41.02 ||41.92 ||48.04 ||36.05 |
| Close (last trading day)||76.24 ||59.98 ||46.45 ||55.22 ||54.54 |
The Notes to Consolidated Financial Statements should be read in conjunction with the above summary.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Certain statements in Management’s Discussion and Analysis of Financial Condition and Results of Operations of Brunswick Corporation are forward-looking statements. Forward-looking statements are based on current expectations, estimates, and projections about Brunswick’s business and by their nature address matters that are, to different degrees, uncertain. Actual results may differ materially from expectations and projections as of the date of this filing due to various risks and uncertainties. For additional information regarding forward-looking statements, refer to Forward-Looking Statements above.
Certain statements in Management’s Discussion and Analysis are based on non-GAAP financial measures. GAAP refers to generally accepted accounting principles in the United States. A “non-GAAP financial measure” is a numerical measure of a registrant’s historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the consolidated statements of operations, balance sheets or statements of cash flows of the issuer; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. For example, the discussion of our cash flows includes an analysis of free cash flows and total liquidity; the discussion of our net sales include a discussion of net sales on a constant currency basis; the discussion of our earnings includes a presentation of operating earnings and operating margin excluding restructuring, exit and impairment charges, purchase accounting amortization, acquisition-related costs and other applicable charges; and diluted earnings per common share, as adjusted. Non-GAAP financial measures do not include operating and statistical measures.
We include non-GAAP financial measures in Management’s Discussion and Analysis, as management believes that these measures and the information they provide are useful to investors because they permit investors to view our performance using the same tools that management uses to better evaluate our ongoing business performance. In order to better align our reported results with the internal metrics used by management to evaluate business performance as well as to provide better comparisons to prior periods and peer data, non-GAAP measures exclude the impact of purchase accounting amortization related to the Power Products and Freedom Boat Club acquisitions.
Brunswick does not provide forward-looking guidance for certain financial measures on a GAAP basis because it is unable to predict certain items contained in the GAAP measures without unreasonable efforts. These items may include restructuring, exit and impairment costs, special tax items, acquisition-related costs, and certain other unusual adjustments.
Overview and Outlook
Impact of COVID-19
In March 2020, the World Health Organization announced that infections of the novel coronavirus (COVID-19) had become a world-wide pandemic. National, state and local authorities have enforced social distancing and imposed quarantine and isolation measures on large portions of the population, including mandatory business closures. These measures have had and continue to have serious adverse impacts on domestic and foreign economies of uncertain severity and duration.
On March 23, 2020, we temporarily suspended manufacturing operations at most engine and boat production facilities to ensure the health and safety of affected employees and to balance inventory levels with anticipated reductions in near-term demand. On April 13, 2020, we resumed partial operations and limited production activities in certain manufacturing facilities and, in the ensuing weeks, continued to open additional manufacturing facilities.
Our distribution business operated throughout the pandemic and the dealer network continued to sell products, enabling boaters to get out on the water. Approximately half of the dealer network was closed in some capacity in April, but the network was fully operational by mid-May. The pandemic also affected Freedom Boat Club, as many of its locations were closed in April due to local stay-at-home restrictions, particularly in Florida. However, once doors reopened, several locations had their busiest weekends in history with strong membership increases across the network.
Production ramp-up activities became a primary focus in the second half of the year, as we experienced an unprecedented surge in retail demand as a consequence of the need for social distancing friendly recreation. This surging retail demand environment resulted in our lowest pipeline inventory levels in over twenty years, at 19 weeks on hand as of the end of the year.
As of February 12, 2021, all global manufacturing and distribution facilities are online with a continued focus on rigorously applying, evolving and automating COVID-19 mitigation procedures, while continuing to ramp-up global production
to meet unprecedented market demand. We will continue to actively monitor the impact of COVID-19 and may take further actions that alter business operations as may be required by government authorities, or that are determined to be in the best interest of our employees, customers, dealers, suppliers and stakeholders. The full extent of the impact of COVID-19 on our business, operations and financial results will depend on evolving factors that we cannot accurately predict. Refer to Part I. Item 1A. Risk Factors for further information.
Change in Reportable Segments
Effective January 1, 2020, we changed our management reporting and updated our reportable segments to Propulsion, Parts and Accessories and Boat (inclusive of Business Acceleration) to align with our strategy. Refer to Note 6 – Segment Information in the Notes to Consolidated Financial Statements for further information.
On March 27, 2020, the President of the United States signed the Coronavirus Aid, Relief, and Economic Security Act (CARES Act). The tax provisions include changes to the net operating loss rules, a temporary increase to the limitation on deductible business interest expense, and accelerated depreciation on qualified improvement property. In addition, the CARES Act has provisions designed to encourage eligible employers to keep employees on payroll, despite experiencing economic hardship related to COVID-19, with an employee retention tax credit (Employee Retention Credit). At this time, we do not expect the CARES Act to have a material impact on our results of operations.
Under the CARES Act, we deferred approximately $4 million of U.S. income tax payments from the first and second quarters to the third quarter of 2020 and approximately $2.7 million of non-U.S. tax payments from the first, second and third quarters of 2020 to the fourth quarter of 2020 and the first quarter of 2021. In addition, we deferred the payment of $22 million of payroll taxes normally due between March 27, 2020 and December 31, 2020. These payroll taxes are payable in two equal installments, due in the fourth quarters of 2021 and 2022, and will be paid no later than their prescribed due dates.
The Employee Retention Credit is a payroll tax credit against certain employment taxes equal to 50 percent of the qualified wages and healthcare costs an eligible employer incurs after March 12, 2020, and before January 1, 2021. We calculated an employee retention credit of $6.5 million across all segments which was recognized in full during 2020. These costs were recognized in Cost of sales and Selling, general and administrative expense.
On June 27, 2019, we completed the sale of our Fitness business. This business, which was previously reported within our Fitness segment, is being reported as discontinued operations for all periods presented.
Our results for all periods presented, as discussed in Management's Discussion and Analysis, are presented on a continuing operations basis, unless otherwise noted. Refer to Note 3 – Discontinued Operations in the Notes to Consolidated Financial Statements for further information.
Presentation of Sea Ray Results
In December 2017, the Board of Directors authorized the exit of our Sea Ray business, including the Meridian brand, and as a result, we reclassified the assets and liabilities as held for sale on the Consolidated Balance Sheets and presented the results of the business as discontinued operations on the Consolidated Statements of Operations in the Annual Report on Form 10-K for the fiscal year ended December 31, 2017. In June 2018, the Board of Directors authorized the end of the sale process for our Sea Ray business and as a result, we again reported the results of the business within continuing operations beginning in the second quarter of 2018. As part of this action, we decided to restructure the businesses, including discontinuing Sea Ray Sport Yacht & Yachts models and winding down yacht production, while reinventing Sea Ray Sport Boat and Sport Cruiser operations. Refer to the Form 8-K filed with the Securities and Exchange Commission (SEC) on July 19, 2018 for further information.
We largely completed the wind down of our Sea Ray Sport Yacht & Yachts operations during 2018. Non-GAAP figures exclude the results of Sport Yacht & Yachts operations in 2018, and certain amounts in 2019 related to changes in estimated liabilities.
Acquisition of Power Products
On August 9, 2018, we completed our acquisition of the Global Marine Business of Power Products Holdings, LLC (Power Products) for $909.6 million in cash, on a cash-free, debt-free basis. For further discussion regarding the acquisition, refer to Note 5 – Acquisitions in the Notes to Consolidated Financial Statements.
Our 2020 results represent our eleventh consecutive year of growth, resulting from strong operating performance in a healthy marine market. We sought to achieve the following financial objectives in 2020:
•Deliver revenue growth.
•Increase earnings before income taxes, as well as deliver improvements in operating margin percentage, excluding non-recurring charges.
•Continue to generate strong free cash flow and execute our capital strategy.
Achievements against our financial objectives in 2020 were as follows:
Deliver revenue growth:
Ended the year with a 6% increase in net sales when compared with 2019 due to the following:
•The Propulsion segment delivered top-line growth, increasing market share, leveraging what we believe is the strongest product lineup in the industry and accelerating penetration in saltwater, repower, and international commercial markets.
•The Parts & Accessories (P&A) segment delivered strong top-line growth as a result of increased boating participation, which drove strong aftermarket sales, together with high demand for our full range of OEM systems and services, as boat production increased during the second-half of the year across the industry.
•The Boat segment contributed to the revenue growth over the second half of 2020 as U.S. marine retail demand continued to surge through year-end. The surge in retail demand resulted in historically-low pipeline inventory levels, with 40% percent fewer boats in dealer inventory at the end of 2020 versus the end of 2019. Freedom Boat Club also exceeded expectations during 2020 by adding over 40 new locations and almost 10,000 new memberships.
•International net sales increased 9 percent and 10 percent in 2020 on a GAAP and constant currency basis, respectively, primarily driven by Asia-Pacific, Europe, and Rest-of-World regions, partially offset by declines in Canada.
Increase earnings before income taxes, as well as deliver improvements in operating margin percentage, excluding non-recurring charges:
•Reported earnings before income taxes were $472.7 million in 2020 compared with earnings before income taxes of $110.7 million in 2019; adjusted earnings before income taxes were $511.2 million in 2020 versus $465.2 million in 2019.
•Gross margin percentage improved 60 basis points when compared with 2019 reflecting the impact of higher sales across all segments during the second half of the year, as well as favorable changes in sales mix, partially offset by the impact of production suspensions and stay-at-home restrictions earlier in the year.
•Operating margin improved by 90 basis points when compared with 2019 primarily due to the factors affecting gross margin percentage discussed above. Operating margin, as adjusted, was up 40 basis points compared with 2019.
Continue to generate strong free cash flow and execute against our capital strategy:
•Generated free cash flow of $629.3 million in 2020 enabling us to execute our capital strategy as follows:
•Deployed $182 million of capital in our businesses for product and capacity initiatives;
•Retired $155 million of long term debt;
•Completed approximately $118 million of share repurchases; and
•Increased our dividend for the 8th consecutive year.
•Maintained investment grade credit rating through the COVID-related recession
•Ended the year with $587.0 million of cash and marketable securities
Net earnings from continuing operations increased to $374.7 million in 2020 from $30.4 million in 2019. The 2019 results included an after-tax, non-cash charge of $310.3 million related to pension settlement costs as well as a net tax benefit of $17.2 million primarily related to a favorable rate change impact on state deferred tax assets as well as a reassessment of the state valuation allowance.
Outlook for 2021
While we remain very cognizant of macroeconomic headwinds and other related uncertainties, our continued strong performance in a robust marine retail environment has created improved visibility into our substantial growth opportunities for 2021. The progression of the pandemic remains very dynamic, and the resulting impact on our dealers, OEM partners, suppliers, and the macro-economy is difficult to fully predict. However, given our improved clarity on our ability to drive growth, we are providing the following guidance for 2021. We anticipate:
•U.S. marine industry retail unit demand up low-to-mid single digit percent for the year versus 2020;
•Net Sales between $4.75 and $5.0 billion;
•Adjusted operating margins to grow between 60 and 100 basis points, with operating expenses as a percent of sales to be lower than in 2020;
•Adjusted diluted EPS in the range of $6.00 to $6.40; and
•Free cash flow generation to be in excess of $300 million.
For the Propulsion segment, we anticipate net sales growth for the year to be in the high-single to low double-digit percent range, with operating margins up more than 20 basis points versus 2020. We expect earnings growth to include margin expansion associated with new product introductions, increased factory absorption from elevated production levels and currency tailwinds, partially offset by regional sales mix, increased tariffs due to volume increases, and some increase in spending on products, technology, and other strategic priorities.
For the Parts & Accessories segment, we anticipate organic net sales growth in the mid-single digit percent range for 2021. We expect margins to grow slightly in the year. This area will continue to be the primary focus of our M&A activity as we look for opportunities to further build out our technology and systems portfolio.
The Boat segment will be focused on improving operational performance, fulfilling demand and refilling pipelines in a very robust retail environment, which should lead to top line growth of more than 30 percent and strong improvement in operating earnings and margins. With three-quarters of our entire calendar-year 2021 wholesale orders already received, and with several brands largely sold-out into 2022, we anticipate consistent production throughout the year, which should result in cost efficiencies. We anticipate exiting 2021 with operating margins approaching our double-digit target for the segment.
We are planning for the effective tax rate in 2021 to be approximately 23 percent based on existing tax law, which does not reflect any potential changes in statutory tax rates.
These 2021 expectations assume no major additional pandemic-related business continuity issues. In addition, the level of recovery of the global economy, continued stable channel operations, the ability to moderate labor and input costs, and the absence of significant additional disruption to our global operations and supply chain, will be important factors in determining whether we ultimately perform in line with our targets.
Matters Affecting Comparability
Certain events occurred during 2020, 2019 and 2018 that we believe affect the comparability of the results of operations. The tables below summarize the impact of changes in currency exchange rates, the impact of recent acquisitions and the impact of Sport Yacht & Yachts operations on our net sales:
|Net Sales||2020 vs 2019|
|Acquisition Benefit||Sport Yacht & Yachts|
|Propulsion||$||1,878.4 ||$||1,692.9 ||11.0%||(0.8)%||—%||—%|
|Parts & Accessories||1,508.8 ||1,380.1 ||9.3%||(0.1)%||—%||—%|
|Boat||1,250.3 ||1,334.3 ||(6.3)%||0.0%||0.7%||0.0%|
|Total||$||4,347.5 ||$||4,108.4 ||5.8%||(0.3)%||0.2%||0.0%|
|Net Sales||2019 vs 2018|
|Acquisition Benefit||Sport Yacht & Yachts|
|Propulsion||$||1,692.9 ||$||1,759.3 ||(3.8)%||(1.4)%||—%||—%|
|Parts & Accessories||1,380.1 ||1,234.3 ||11.8%||(1.3)%||12.4%||—%|
|Boat||1,334.3 ||1,471.3 ||(9.3)%||(0.6)%||1.1%||(3.2)%|
|Total||$||4,108.4 ||$||4,120.9 ||(0.3)%||(1.2)%||4.1%||(1.2)%|
Sport Yacht & Yachts Wind-down. The results of Sport Yacht & Yachts operations are summarized in the table below.
Net sales (A)
|Restructuring, exit and impairment charges||— ||49.4 |
(A) During 2019, results included $(0.7) million of charges within Net sales related to estimated retail sales incentives to support the sale of Sport Yacht & Yachts in the dealer pipeline. During 2018, results included $16.0 million of charges within Net sales to support the sale of Sport Yacht & Yachts in the dealer pipeline at that time.
Acquisitions. We completed acquisitions during 2019 and 2018 that affect the comparability of net sales. The impacts on consolidated and segment sales comparisons are reflected above. Refer to Note 5 – Acquisitions in the Notes to Consolidated Financial Statements for further information.
Changes in foreign currency rates. Percentage changes in net sales expressed in constant currency reflect the impact that changes in currency exchange rates had on comparisons of net sales. To determine this information, net sales transacted in currencies other than U.S. dollars have been translated to U.S. dollars using the average exchange rates that were in effect during the comparative period. The percentage change in net sales expressed on a constant currency basis better reflects the changes in the underlying business trends, excluding the impact of translation arising from foreign currency exchange rate fluctuations. Approximately 24 percent of our annual net sales are transacted in a currency other than the U.S. dollar. Our most material exposures include sales in Euros, Canadian dollars, Chinese yuan, and Australian dollars.
Additionally, operating earnings comparisons were negatively affected by foreign exchange rates by approximately $10 million in 2020 when compared with 2019, and were negatively affected by foreign exchange rates by approximately $15 million in 2019 when compared with 2018. These estimates include the impact of translation on all sales and costs transacted in a currency other than the U.S. dollar and the impact of hedging activities.
Restructuring, exit and impairment charges. We recorded restructuring, exit and impairment charges during 2020, 2019 and 2018. The following table summarizes these charges by cash charges and non-cash charges.
|$||0.8 ||$||6.2 ||$||27.5 |
|Parts & Accessories||0.8 ||4.6 ||— |
| Corporate||2.0 ||4.5 ||0.7 |
| Total cash charges||3.6 ||15.3 ||28.2 |
|0.5 ||3.5 ||26.6 |
|Total restructuring, exit and impairment charges||$||4.1 ||$||18.8 ||$||54.8 |
(A) Restructuring, exit and impairment activities within the Boat segment during 2018 primarily related to the wind-down of Sport Yacht & Yachts operations.
See Note 4 – Restructuring, Exit and Impairment Activities in the Notes to Consolidated Financial Statements for further details on charges and initiatives.
Purchase accounting amortization. As part of purchase accounting for the Freedom Boat Club and Power Products acquisitions, we recognized definite-lived intangible assets as well as a fair value adjustment to inventory for Power Products, both of which are amortized over their useful lives. During 2020, 2019 and 2018, we recorded $30.1 million, $29.5 million and $12.0 million respectively, of purchase accounting amortization within Selling, general and administrative expense. During 2018, we also recorded $9.2 million of purchase accounting amortization within Cost of sales.
Acquisition and IT related costs.. In connection with the Freedom Boat Club and Power Products acquisitions in 2019 and 2018, respectively, we recorded $1.7 million, $2.6 million and $13.8 million, of acquisition costs in Selling, general and administrative expense (SG&A), during 2020, 2019 and 2018, respectively.
In addition, during 2020 and 2019, we recorded $3.7 million and $2.2 million, respectively, of IT transformation costs in SG&A within Corporate/Other resulting from the Fitness separation.
Pension settlement charges. During 2019, we fully exited our remaining defined benefit pension plans and as a result, we recorded a pretax pension settlement benefit of $1.1 million and pretax pension settlement charge of $292.8 million, in 2020 and 2019, respectively. There were no pension settlement charges in 2018. See Note 17 – Postretirement Benefits in the Notes to Consolidated Financial Statements for further details.
Tax items. We recognized an income tax provision of $98.0 million and $80.3 million in 2020 and 2019, respectively. The income tax provision in 2019 included a net charge of $17.5 million related to the settlement of our qualified defined benefit plans. The tax impact of this action consisted of a tax benefit of $73.9 million from the pension settlement charge, which was netted against a tax charge of $91.4 million resulting from the release of disproportionate tax effects in Accumulated other comprehensive income. Additionally, the income tax provision for 2019 included a net benefit of $17.2 million primarily related to favorable rate change impacts on state deferred tax assets as well as a reassessment of the state valuation allowance. The 2018 income tax provision of $57.3 million included a net benefit of $4.8 million primarily related to 2017 U.S. tax reform updates.
See Note 12 – Income Taxes in the Notes to Consolidated Financial Statements for further details.
Results of Operations
The following table sets forth certain amounts, ratios and relationships calculated from the Consolidated Statements of Operations for 2020, 2019 and 2018:
|2020 vs. 2019||2019 vs. 2018|
|(in millions, except per share data)||2020||2019||2018|| $||%|| $||%|
Gross margin (A)
|Restructuring, exit, and impairment charges||4.1||18.8||54.8||(14.7)||(78.2)%||(36.0)||(65.7)%|
|Pension settlement (benefit) charge||(1.1)||292.8||—||(293.9)||NM||292.8||NM|
Transaction financing charges
Net earnings from continuing operations