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Acquisitions, Goodwill And Other Intangible Assets | 6 Months Ended
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Jun. 30, 2018
Acquisitions, Goodwill And Other Intangible Assets [Abstract] |
Goodwill And Other Intangible Assets | ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS Acquisitions During the Six Months Ended June 30, 2018 STLA In June 2018, the Company acquired 100 percent of the equity interests of ST.LA. S.R.L., (“STLA”), a manufacturer of bed lifts and other RV components for the European caravan market, headquartered in Pontedera, Italy. The preliminary purchase price was $14.8 million, net of cash acquired, paid at closing, and is subject to potential post-closing adjustments related to net working capital. The results of the acquired business have been included primarily in the Company’s OEM Segment and in the Condensed Consolidated Statements of Income since the acquisition date. The Company is validating account balances and finalizing the valuation for the acquisition. The acquisition of this business was preliminarily recorded on the acquisition date as follows (in thousands):
Cash consideration, net of cash acquired | $ | 14,845 |
Customer relationships and other identifiable intangible assets | $ | 7,000 |
Net tangible assets | 2,280 |
Total fair value of net assets acquired | $ | 9,280 |
Goodwill (not tax deductible) | $ | 5,565 |
The customer relationships intangible asset is being amortized over its estimated useful life of 15 years. The consideration given was greater than the fair value of the net assets acquired, resulting in goodwill, because the Company anticipates the attainment of synergies and an increase in the markets for the acquired products. Hehr In February 2018, the Company acquired substantially all of the business assets of Hehr International Inc. (“Hehr”), a manufacturer of windows and tempered and laminated glass for the RV, transit, specialty vehicle and other adjacent industries, headquartered in Los Angeles, California. The preliminary purchase price was $50.1 million paid at closing, and is subject to potential post-closing adjustments related to net working capital. The results of the acquired business have been included primarily in the Company’s OEM Segment and in the Condensed Consolidated Statements of Income since the acquisition date. The Company is validating account balances and finalizing the valuation for the acquisition. The acquisition of this business was preliminarily recorded on the acquisition date as follows (in thousands):
Cash consideration | $ | 50,125 |
Customer relationships and other identifiable intangible assets | $ | 25,500 |
Net tangible assets | 17,355 |
Total fair value of net assets acquired | $ | 42,855 |
Goodwill (tax deductible) | $ | 7,270 |
The customer relationships intangible asset is being amortized over its estimated useful life of 15 years. The consideration given was greater than the fair value of the net assets acquired, resulting in goodwill, because the Company anticipates the attainment of synergies and an increase in the markets for the acquired products. Taylor Made In January 2018, the Company acquired 100 percent of the equity interests of Taylor Made Group, LLC (“Taylor Made”), a marine supplier to boat builders and the aftermarket, as well as a key supplier to a host of other industrial end markets, headquartered in Gloversville, New York. The preliminary purchase price was $88.4 million, net of cash acquired, paid at closing, and is subject to potential post-closing adjustments related to net working capital. The results of the acquired business have been included primarily in the Company’s OEM Segment and in the Condensed Consolidated Statements of Income since the acquisition date. The Company is validating account balances and finalizing the valuation for the acquisition. The acquisition of this business was preliminarily recorded on the acquisition date as follows (in thousands):
Cash consideration, net of cash acquired | $ | 88,445 |
Customer relationships | $ | 25,000 |
Other identifiable intangible assets | 7,000 |
Net tangible assets | 42,133 |
Total fair value of net assets acquired | $ | 74,133 |
Goodwill (tax deductible) | $ | 14,312 |
The customer relationships intangible asset is being amortized over its estimated useful life of 15 years. The consideration given was greater than the fair value of the net assets acquired, resulting in goodwill, because the Company anticipates the attainment of synergies and an increase in the markets for the acquired products. Acquisitions During the Six Months Ended June 30, 2017 Metallarte S.r.l. In June 2017, the Company acquired 100 percent of the equity interests of Metallarte S.r.l. (“Metallarte”), a manufacturer of entry and compartment doors for the European caravan market located near Siena, Italy, and its subsidiary, RV Doors, S.r.l., a manufacturer of driver-side doors located near Venice, Italy. The purchase price was $14.1 million paid at closing, plus contingent consideration based on future sales by this operation. The results of the acquired business have been included primarily in the Company’s OEM Segment and in the Consolidated Statements of Income since the acquisition date. The acquisition of this business was recorded on the acquisition date as follows (in thousands):
Cash consideration, net of cash acquired | $ | 13,501 |
Contingent consideration | 2,366 |
Total fair value of consideration given | $ | 15,867 |
Customer relationships | $ | 7,311 |
Other identifiable intangible assets | 1,942 |
Net other liabilities | (327 | )
Total fair value of net assets acquired | $ | 8,926 |
Goodwill (not tax deductible) | $ | 6,941 |
The customer relationships intangible asset is being amortized over its estimated useful life of 15 years. The consideration given was greater than the fair value of the net assets acquired, resulting in goodwill, because the Company anticipates the attainment of synergies and an increase in the markets for the acquired products. Lexington In May 2017, the Company acquired the business and certain assets of Lexington LLC (“Lexington”), a manufacturer of high quality seating solutions for the marine, RV, transportation, medical and office furniture industries located in Elkhart, Indiana. The purchase price was $40.1 million paid at closing. The results of the acquired business have been included primarily in the Company’s OEM Segment and in the Consolidated Statements of Income since the acquisition date. The acquisition of this business was recorded on the acquisition date as follows (in thousands):
Cash consideration | $ | 40,062 |
Customer relationships | $ | 16,900 |
Other identifiable intangible assets | 1,820 |
Net tangible assets | 4,928 |
Total fair value of net assets acquired | $ | 23,648 |
Goodwill (tax deductible) | $ | 16,414 |
The customer relationships intangible asset is being amortized over its estimated useful life of 15 years. The consideration given was greater than the fair value of the net assets acquired, resulting in goodwill, because the Company anticipates the attainment of synergies and an increase in the markets for the acquired products. Sessa Klein S.p.A. In February 2017, the Company acquired 100 percent of the outstanding shares of Sessa Klein S.p.A. (“Sessa Klein”), a manufacturer of highly engineered side window systems for both high speed and commuter trains, located near Varese, Italy. The purchase price was $6.5 million paid at closing, net of cash acquired, plus contingent consideration based on future sales by this operation. The results of the acquired business have been included primarily in the Company’s OEM Segment and in the Condensed Consolidated Statements of Income since the acquisition date. The acquisition of this business was recorded on the acquisition date as follows (in thousands):
Cash consideration, net of cash acquired | $ | 6,502 |
Contingent consideration | 3,838 |
Total fair value of consideration given | $ | 10,340 |
Identifiable intangible assets | $ | 2,286 |
Net tangible assets | 364 |
Total fair value of net assets acquired | $ | 2,650 |
Goodwill (not tax deductible) | $ | 7,690 |
Goodwill Goodwill by reportable segment was as follows:
(In thousands) | OEM Segment |  | Aftermarket Segment |  | Total
Net balance – December 31, 2017 | $ | 109,641 |  |  | $ | 14,542 |  |  | $ | 124,183 |
Acquisitions – 2018 | 23,921 |  |  | 3,226 |  |  | 27,147 |
Other | 501 |  |  | — |  |  | 501 |
Net balance – June 30, 2018 | $ | 134,063 |  |  | $ | 17,768 |  |  | $ | 151,831 |
Goodwill represents the excess of the total consideration given in an acquisition of a business over the fair value of the net tangible and identifiable intangible assets acquired. Goodwill is not amortized, but instead is tested at the reporting unit level for impairment annually in November, or more frequently if certain circumstances indicate a possible impairment may exist. Any change in the goodwill amounts resulting from foreign currency translations and purchase accounting adjustments are presented as “Other” in the above table. Other Intangible Assets Other intangible assets consisted of the following at June 30, 2018:
(In thousands) | Gross Cost |  | Accumulated Amortization |  | Net Balance |  | Estimated Useful Life in Years
Customer relationships | $ | 191,533 |  |  | $ | 49,131 |  |  | $ | 142,402 |  |  | 6 | to | 16
Patents | 59,102 |  |  | 40,351 |  |  | 18,751 |  |  | 3 | to | 19
Trade names | 16,440 |  |  | 5,715 |  |  | 10,725 |  |  | 3 | to | 15
Non-compete agreements | 8,261 |  |  | 3,584 |  |  | 4,677 |  |  | 3 | to | 6
Other | 309 |  |  | 125 |  |  | 184 |  |  | 2 | to | 12
Purchased research and development | 4,687 |  |  | — |  |  | 4,687 |  |  | Indefinite
Other intangible assets | $ | 280,332 |  |  | $ | 98,906 |  |  | $ | 181,426 |  |  |  |  |
Other intangible assets consisted of the following at June 30, 2017:
(In thousands) | Gross Cost |  | Accumulated Amortization |  | Net Balance |  | Estimated Useful Life in Years
Customer relationships | $ | 138,258 |  |  | $ | 37,190 |  |  | $ | 101,068 |  |  | 6 | to | 16
Patents | 57,202 |  |  | 35,874 |  |  | 21,328 |  |  | 3 | to | 19
Trade names | 10,337 |  |  | 4,068 |  |  | 6,269 |  |  | 3 | to | 15
Non-compete agreements | 8,354 |  |  | 3,046 |  |  | 5,308 |  |  | 3 | to | 6
Other | 309 |  |  | 93 |  |  | 216 |  |  | 2 | to | 12
Purchased research and development | 4,687 |  |  | — |  |  | 4,687 |  |  | Indefinite
Other intangible assets | $ | 219,147 |  |  | $ | 80,271 |  |  | $ | 138,876 |  |  |  |  |
Other intangible assets consisted of the following at December 31, 2017:
(In thousands) | Gross Cost |  | Accumulated Amortization |  | Net Balance |  | Estimated Useful Life in Years
Customer relationships | $ | 138,687 |  |  | $ | 42,276 |  |  | $ | 96,411 |  |  | 6 | to | 16
Patents | 57,576 |  |  | 38,764 |  |  | 18,812 |  |  | 3 | to | 19
Trade names | 10,995 |  |  | 5,381 |  |  | 5,614 |  |  | 3 | to | 15
Non-compete agreements | 8,536 |  |  | 4,128 |  |  | 4,408 |  |  | 3 | to | 6
Other | 309 |  |  | 109 |  |  | 200 |  |  | 2 | to | 12
Purchased research and development | 4,687 |  |  | — |  |  | 4,687 |  |  | Indefinite
Other intangible assets | $ | 220,790 |  |  | $ | 90,658 |  |  | $ | 130,132 |  |  |  |  |
Acquisitions | ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS Acquisitions During the Six Months Ended June 30, 2018 STLA In June 2018, the Company acquired 100 percent of the equity interests of ST.LA. S.R.L., (“STLA”), a manufacturer of bed lifts and other RV components for the European caravan market, headquartered in Pontedera, Italy. The preliminary purchase price was $14.8 million, net of cash acquired, paid at closing, and is subject to potential post-closing adjustments related to net working capital. The results of the acquired business have been included primarily in the Company’s OEM Segment and in the Condensed Consolidated Statements of Income since the acquisition date. The Company is validating account balances and finalizing the valuation for the acquisition. The acquisition of this business was preliminarily recorded on the acquisition date as follows (in thousands):
Cash consideration, net of cash acquired | $ | 14,845 |
Customer relationships and other identifiable intangible assets | $ | 7,000 |
Net tangible assets | 2,280 |
Total fair value of net assets acquired | $ | 9,280 |
Goodwill (not tax deductible) | $ | 5,565 |
The customer relationships intangible asset is being amortized over its estimated useful life of 15 years. The consideration given was greater than the fair value of the net assets acquired, resulting in goodwill, because the Company anticipates the attainment of synergies and an increase in the markets for the acquired products. Hehr In February 2018, the Company acquired substantially all of the business assets of Hehr International Inc. (“Hehr”), a manufacturer of windows and tempered and laminated glass for the RV, transit, specialty vehicle and other adjacent industries, headquartered in Los Angeles, California. The preliminary purchase price was $50.1 million paid at closing, and is subject to potential post-closing adjustments related to net working capital. The results of the acquired business have been included primarily in the Company’s OEM Segment and in the Condensed Consolidated Statements of Income since the acquisition date. The Company is validating account balances and finalizing the valuation for the acquisition. The acquisition of this business was preliminarily recorded on the acquisition date as follows (in thousands):
Cash consideration | $ | 50,125 |
Customer relationships and other identifiable intangible assets | $ | 25,500 |
Net tangible assets | 17,355 |
Total fair value of net assets acquired | $ | 42,855 |
Goodwill (tax deductible) | $ | 7,270 |
The customer relationships intangible asset is being amortized over its estimated useful life of 15 years. The consideration given was greater than the fair value of the net assets acquired, resulting in goodwill, because the Company anticipates the attainment of synergies and an increase in the markets for the acquired products. Taylor Made In January 2018, the Company acquired 100 percent of the equity interests of Taylor Made Group, LLC (“Taylor Made”), a marine supplier to boat builders and the aftermarket, as well as a key supplier to a host of other industrial end markets, headquartered in Gloversville, New York. The preliminary purchase price was $88.4 million, net of cash acquired, paid at closing, and is subject to potential post-closing adjustments related to net working capital. The results of the acquired business have been included primarily in the Company’s OEM Segment and in the Condensed Consolidated Statements of Income since the acquisition date. The Company is validating account balances and finalizing the valuation for the acquisition. The acquisition of this business was preliminarily recorded on the acquisition date as follows (in thousands):
Cash consideration, net of cash acquired | $ | 88,445 |
Customer relationships | $ | 25,000 |
Other identifiable intangible assets | 7,000 |
Net tangible assets | 42,133 |
Total fair value of net assets acquired | $ | 74,133 |
Goodwill (tax deductible) | $ | 14,312 |
The customer relationships intangible asset is being amortized over its estimated useful life of 15 years. The consideration given was greater than the fair value of the net assets acquired, resulting in goodwill, because the Company anticipates the attainment of synergies and an increase in the markets for the acquired products. Acquisitions During the Six Months Ended June 30, 2017 Metallarte S.r.l. In June 2017, the Company acquired 100 percent of the equity interests of Metallarte S.r.l. (“Metallarte”), a manufacturer of entry and compartment doors for the European caravan market located near Siena, Italy, and its subsidiary, RV Doors, S.r.l., a manufacturer of driver-side doors located near Venice, Italy. The purchase price was $14.1 million paid at closing, plus contingent consideration based on future sales by this operation. The results of the acquired business have been included primarily in the Company’s OEM Segment and in the Consolidated Statements of Income since the acquisition date. The acquisition of this business was recorded on the acquisition date as follows (in thousands):
Cash consideration, net of cash acquired | $ | 13,501 |
Contingent consideration | 2,366 |
Total fair value of consideration given | $ | 15,867 |
Customer relationships | $ | 7,311 |
Other identifiable intangible assets | 1,942 |
Net other liabilities | (327 | )
Total fair value of net assets acquired | $ | 8,926 |
Goodwill (not tax deductible) | $ | 6,941 |
The customer relationships intangible asset is being amortized over its estimated useful life of 15 years. The consideration given was greater than the fair value of the net assets acquired, resulting in goodwill, because the Company anticipates the attainment of synergies and an increase in the markets for the acquired products. Lexington In May 2017, the Company acquired the business and certain assets of Lexington LLC (“Lexington”), a manufacturer of high quality seating solutions for the marine, RV, transportation, medical and office furniture industries located in Elkhart, Indiana. The purchase price was $40.1 million paid at closing. The results of the acquired business have been included primarily in the Company’s OEM Segment and in the Consolidated Statements of Income since the acquisition date. The acquisition of this business was recorded on the acquisition date as follows (in thousands):
Cash consideration | $ | 40,062 |
Customer relationships | $ | 16,900 |
Other identifiable intangible assets | 1,820 |
Net tangible assets | 4,928 |
Total fair value of net assets acquired | $ | 23,648 |
Goodwill (tax deductible) | $ | 16,414 |
The customer relationships intangible asset is being amortized over its estimated useful life of 15 years. The consideration given was greater than the fair value of the net assets acquired, resulting in goodwill, because the Company anticipates the attainment of synergies and an increase in the markets for the acquired products. Sessa Klein S.p.A. In February 2017, the Company acquired 100 percent of the outstanding shares of Sessa Klein S.p.A. (“Sessa Klein”), a manufacturer of highly engineered side window systems for both high speed and commuter trains, located near Varese, Italy. The purchase price was $6.5 million paid at closing, net of cash acquired, plus contingent consideration based on future sales by this operation. The results of the acquired business have been included primarily in the Company’s OEM Segment and in the Condensed Consolidated Statements of Income since the acquisition date. The acquisition of this business was recorded on the acquisition date as follows (in thousands):
Cash consideration, net of cash acquired | $ | 6,502 |
Contingent consideration | 3,838 |
Total fair value of consideration given | $ | 10,340 |
Identifiable intangible assets | $ | 2,286 |
Net tangible assets | 364 |
Total fair value of net assets acquired | $ | 2,650 |
Goodwill (not tax deductible) | $ | 7,690 |
Goodwill Goodwill by reportable segment was as follows:
(In thousands) | OEM Segment |  | Aftermarket Segment |  | Total
Net balance – December 31, 2017 | $ | 109,641 |  |  | $ | 14,542 |  |  | $ | 124,183 |
Acquisitions – 2018 | 23,921 |  |  | 3,226 |  |  | 27,147 |
Other | 501 |  |  | — |  |  | 501 |
Net balance – June 30, 2018 | $ | 134,063 |  |  | $ | 17,768 |  |  | $ | 151,831 |
Goodwill represents the excess of the total consideration given in an acquisition of a business over the fair value of the net tangible and identifiable intangible assets acquired. Goodwill is not amortized, but instead is tested at the reporting unit level for impairment annually in November, or more frequently if certain circumstances indicate a possible impairment may exist. Any change in the goodwill amounts resulting from foreign currency translations and purchase accounting adjustments are presented as “Other” in the above table. Other Intangible Assets Other intangible assets consisted of the following at June 30, 2018:
(In thousands) | Gross Cost |  | Accumulated Amortization |  | Net Balance |  | Estimated Useful Life in Years
Customer relationships | $ | 191,533 |  |  | $ | 49,131 |  |  | $ | 142,402 |  |  | 6 | to | 16
Patents | 59,102 |  |  | 40,351 |  |  | 18,751 |  |  | 3 | to | 19
Trade names | 16,440 |  |  | 5,715 |  |  | 10,725 |  |  | 3 | to | 15
Non-compete agreements | 8,261 |  |  | 3,584 |  |  | 4,677 |  |  | 3 | to | 6
Other | 309 |  |  | 125 |  |  | 184 |  |  | 2 | to | 12
Purchased research and development | 4,687 |  |  | — |  |  | 4,687 |  |  | Indefinite
Other intangible assets | $ | 280,332 |  |  | $ | 98,906 |  |  | $ | 181,426 |  |  |  |  |
Other intangible assets consisted of the following at June 30, 2017:
(In thousands) | Gross Cost |  | Accumulated Amortization |  | Net Balance |  | Estimated Useful Life in Years
Customer relationships | $ | 138,258 |  |  | $ | 37,190 |  |  | $ | 101,068 |  |  | 6 | to | 16
Patents | 57,202 |  |  | 35,874 |  |  | 21,328 |  |  | 3 | to | 19
Trade names | 10,337 |  |  | 4,068 |  |  | 6,269 |  |  | 3 | to | 15
Non-compete agreements | 8,354 |  |  | 3,046 |  |  | 5,308 |  |  | 3 | to | 6
Other | 309 |  |  | 93 |  |  | 216 |  |  | 2 | to | 12
Purchased research and development | 4,687 |  |  | — |  |  | 4,687 |  |  | Indefinite
Other intangible assets | $ | 219,147 |  |  | $ | 80,271 |  |  | $ | 138,876 |  |  |  |  |
Other intangible assets consisted of the following at December 31, 2017:
(In thousands) | Gross Cost |  | Accumulated Amortization |  | Net Balance |  | Estimated Useful Life in Years
Customer relationships | $ | 138,687 |  |  | $ | 42,276 |  |  | $ | 96,411 |  |  | 6 | to | 16
Patents | 57,576 |  |  | 38,764 |  |  | 18,812 |  |  | 3 | to | 19
Trade names | 10,995 |  |  | 5,381 |  |  | 5,614 |  |  | 3 | to | 15
Non-compete agreements | 8,536 |  |  | 4,128 |  |  | 4,408 |  |  | 3 | to | 6
Other | 309 |  |  | 109 |  |  | 200 |  |  | 2 | to | 12
Purchased research and development | 4,687 |  |  | — |  |  | 4,687 |  |  | Indefinite
Other intangible assets | $ | 220,790 |  |  | $ | 90,658 |  |  | $ | 130,132 |  |  |  |  |

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- Definition Acquisitions Goodwill And Other Intangible Assets Abstract + References No definition available. + Details
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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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- Definition The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -URI http://asc.fasb.org/topic&trid=2144416 + Details
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