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Acquisitions, Goodwill And Other Intangible Assets | 3 Months Ended
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Mar. 31, 2023
Acquisitions, Goodwill And Other Intangible Assets [Abstract] |
Acquisitions, Goodwill And Other Intangible Assets | ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS Acquisitions Completed During the Three Months Ended March 31, 2023 During the three months ended March 31, 2023, the Company completed an acquisition for $6.3 million of cash purchase consideration, plus holdback payments of $0.5 million to be paid over the two years following the acquisition. The purchase price allocation resulted in $4.2 million of goodwill (tax deductible). As this acquisition is not considered to have a material impact on the Company's financial statements, pro forma results of operations and other disclosures are not presented. Acquisitions with Measurement Period Adjustments During the Three Months Ended March 31, 2023 Way In November 2022, the Company acquired substantially all of the business assets of Way Interglobal Network LLC ("Way"), a distributor of innovative appliances and electronics to OEMs in the RV industry. The purchase price was $54.8 million, which includes a holdback payment of $2.0 million due on the first anniversary of the acquisition in November 2023. The results of the acquired business have been included in the Condensed Consolidated Statements of Income since the acquisition date, primarily in the Company's OEM Segment. As the operations of this acquisition are not considered to have a material impact on the Company's financial statements, pro forma results of operations and other disclosures are not presented. During the three months ended March 31, 2023, the Company adjusted the preliminary purchase price allocation reported in the Company's December 31, 2022 Annual Report on Form 10-K to account for updates to net working capital balances. These measurement period adjustments would not have resulted in a material impact on the prior period results if the adjustments had been recognized as of the acquisition date. The purchase price allocation is subject to further adjustment for net working capital and the fair value of intangible assets as additional information is obtained within the measurement period (not to exceed 12 months from the acquisition date). Goodwill Changes in the carrying amount of goodwill by reportable segment were as follows:
(In thousands) | OEM Segment |  | Aftermarket Segment |  | Total
Net balance – December 31, 2022 | $ | 399,736 |  |  | $ | 167,327 |  |  | $ | 567,063 |
Acquisitions – 2023 | 3,345 |  |  | 836 |  |  | 4,181 |
Measurement period adjustments | (7,125) |  |  | (289) |  |  | (7,414) |
Foreign currency translation | 1,941 |  |  | 407 |  |  | 2,348 |
Net balance – March 31, 2023 | $ | 397,897 |  |  | $ | 168,281 |  |  | $ | 566,178 |
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. Other Intangible Assets Other intangible assets consisted of the following at March 31, 2023:
(In thousands) | Gross Cost |  | Accumulated Amortization |  | Net Balance |  | Estimated Useful Life in Years
Customer relationships | $ | 521,288 |  |  | $ | 173,070 |  |  | $ | 348,218 |  |  | 6 | to | 20
Patents | 121,674 |  |  | 65,254 |  |  | 56,420 |  |  | 3 | to | 20
Trade names (finite life) | 98,206 |  |  | 22,705 |  |  | 75,501 |  |  | 3 | to | 20
Trade names (indefinite life) | 7,600 |  |  | — |  |  | 7,600 |  |  | Indefinite
Non-compete agreements | 11,484 |  |  | 8,164 |  |  | 3,320 |  |  | 3 | to | 6
Other | 609 |  |  | 253 |  |  | 356 |  |  | 2 | to | 12
Other intangible assets | $ | 760,861 |  |  | $ | 269,446 |  |  | $ | 491,415 |  |  |  |  |
Other intangible assets consisted of the following at December 31, 2022:
(In thousands) | Gross Cost |  | Accumulated Amortization |  | Net Balance |  | Estimated Useful Life in Years
Customer relationships | $ | 520,273 |  |  | $ | 163,562 |  |  | $ | 356,711 |  |  | 6 | to | 20
Patents | 121,167 |  |  | 62,841 |  |  | 58,326 |  |  | 3 | to | 20
Trade names (finite life) | 97,810 |  |  | 21,380 |  |  | 76,430 |  |  | 3 | to | 20
Trade names (indefinite life) | 7,600 |  |  | — |  |  | 7,600 |  |  | Indefinite
Non-compete agreements | 11,584 |  |  | 7,698 |  |  | 3,886 |  |  | 3 | to | 6
Other | 609 |  |  | 242 |  |  | 367 |  |  | 2 | to | 12
Other intangible assets | $ | 759,043 |  |  | $ | 255,723 |  |  | $ | 503,320 |  |  |  |  |
Acquisitions, Goodwill And Other Intangible Assets | ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS Acquisitions Completed During the Three Months Ended March 31, 2023 During the three months ended March 31, 2023, the Company completed an acquisition for $6.3 million of cash purchase consideration, plus holdback payments of $0.5 million to be paid over the two years following the acquisition. The purchase price allocation resulted in $4.2 million of goodwill (tax deductible). As this acquisition is not considered to have a material impact on the Company's financial statements, pro forma results of operations and other disclosures are not presented. Acquisitions with Measurement Period Adjustments During the Three Months Ended March 31, 2023 Way In November 2022, the Company acquired substantially all of the business assets of Way Interglobal Network LLC ("Way"), a distributor of innovative appliances and electronics to OEMs in the RV industry. The purchase price was $54.8 million, which includes a holdback payment of $2.0 million due on the first anniversary of the acquisition in November 2023. The results of the acquired business have been included in the Condensed Consolidated Statements of Income since the acquisition date, primarily in the Company's OEM Segment. As the operations of this acquisition are not considered to have a material impact on the Company's financial statements, pro forma results of operations and other disclosures are not presented. During the three months ended March 31, 2023, the Company adjusted the preliminary purchase price allocation reported in the Company's December 31, 2022 Annual Report on Form 10-K to account for updates to net working capital balances. These measurement period adjustments would not have resulted in a material impact on the prior period results if the adjustments had been recognized as of the acquisition date. The purchase price allocation is subject to further adjustment for net working capital and the fair value of intangible assets as additional information is obtained within the measurement period (not to exceed 12 months from the acquisition date). Goodwill Changes in the carrying amount of goodwill by reportable segment were as follows:
(In thousands) | OEM Segment |  | Aftermarket Segment |  | Total
Net balance – December 31, 2022 | $ | 399,736 |  |  | $ | 167,327 |  |  | $ | 567,063 |
Acquisitions – 2023 | 3,345 |  |  | 836 |  |  | 4,181 |
Measurement period adjustments | (7,125) |  |  | (289) |  |  | (7,414) |
Foreign currency translation | 1,941 |  |  | 407 |  |  | 2,348 |
Net balance – March 31, 2023 | $ | 397,897 |  |  | $ | 168,281 |  |  | $ | 566,178 |
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. Other Intangible Assets Other intangible assets consisted of the following at March 31, 2023:
(In thousands) | Gross Cost |  | Accumulated Amortization |  | Net Balance |  | Estimated Useful Life in Years
Customer relationships | $ | 521,288 |  |  | $ | 173,070 |  |  | $ | 348,218 |  |  | 6 | to | 20
Patents | 121,674 |  |  | 65,254 |  |  | 56,420 |  |  | 3 | to | 20
Trade names (finite life) | 98,206 |  |  | 22,705 |  |  | 75,501 |  |  | 3 | to | 20
Trade names (indefinite life) | 7,600 |  |  | — |  |  | 7,600 |  |  | Indefinite
Non-compete agreements | 11,484 |  |  | 8,164 |  |  | 3,320 |  |  | 3 | to | 6
Other | 609 |  |  | 253 |  |  | 356 |  |  | 2 | to | 12
Other intangible assets | $ | 760,861 |  |  | $ | 269,446 |  |  | $ | 491,415 |  |  |  |  |
Other intangible assets consisted of the following at December 31, 2022:
(In thousands) | Gross Cost |  | Accumulated Amortization |  | Net Balance |  | Estimated Useful Life in Years
Customer relationships | $ | 520,273 |  |  | $ | 163,562 |  |  | $ | 356,711 |  |  | 6 | to | 20
Patents | 121,167 |  |  | 62,841 |  |  | 58,326 |  |  | 3 | to | 20
Trade names (finite life) | 97,810 |  |  | 21,380 |  |  | 76,430 |  |  | 3 | to | 20
Trade names (indefinite life) | 7,600 |  |  | — |  |  | 7,600 |  |  | Indefinite
Non-compete agreements | 11,584 |  |  | 7,698 |  |  | 3,886 |  |  | 3 | to | 6
Other | 609 |  |  | 242 |  |  | 367 |  |  | 2 | to | 12
Other intangible assets | $ | 759,043 |  |  | $ | 255,723 |  |  | $ | 503,320 |  |  |  |  |

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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://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI https://asc.fasb.org/topic&trid=2303972 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 5 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4946-128472 + Details
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- Definition The entire disclosure for goodwill and intangible assets. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -URI https://asc.fasb.org/topic&trid=2144416 + Details
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