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Acquisitions, Goodwill And Other Intangible Assets | 12 Months Ended
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Dec. 31, 2024
Acquisitions, Goodwill And Other Intangible Assets [Abstract] |
Acquisitions, Goodwill and Other Intangible Assets | ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS Acquisition in 2024 Camping World Furniture In May 2024, the Company acquired the business and certain assets of the furniture operations of CWDS, LLC, a subsidiary of Camping World Holdings, Inc., in exchange for cash consideration of $20.0 million, plus a holdback payment of $1.0 million due on the first anniversary of the acquisition. The acquisition, which qualifies as a business combination for accounting purposes, expands the Company's furniture portfolio. The results of the acquired business have been included in the Consolidated Statements of Income since the acquisition date, primarily in the OEM segment. The preliminary purchase price allocation resulted in $1.7 million of goodwill (tax deductible) and $4.3 million of acquired intangible assets. 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 in 2023 During the year ended December 31, 2023, the Company completed two acquisitions for an aggregate $25.8 million of cash purchase consideration, plus holdback payments of $0.2 million to be paid in 2025. The purchase price allocations resulted in $16.8 million of goodwill (tax deductible). Acquisitions in 2022 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 Company paid $52.8 million in cash consideration at closing, subject to adjustment as a result of net working capital true-up procedures, and with deferred consideration of $2.0 million originally due on the first anniversary of the acquisition in November 2023. The Company completed a reconciliation of net working capital with the seller, which resulted in a reduction of the purchase price by $15.4 million. This purchase price reduction resulted in the cancellation of the holdback payment and recognition of a receivable from the seller. Following these adjustments, the Company determined that the total fair value of the consideration given was $39.3 million. The results of the acquired business have been included in the Consolidated Statements of Income since the acquisition date, primarily in the Company's OEM Segment. Girard In March 2022, the Company acquired substantially all of the business assets of Girard Systems and Girard Products LLC (collectively "Girard"), a manufacturer and distributor of proprietary awnings and tankless water heaters for OEMs and aftermarket customers in the RV, specialty vehicle, and related industries. The total fair value of consideration was approximately $70.7 million. The Company paid $50.0 million in cash consideration at closing, with fixed deferred consideration of $20.0 million paid in July 2022 and $0.7 million paid to true up net working capital in September 2022. The results of the acquired business have been included in the Consolidated Statements of Income since the acquisition date, in both the Company's OEM and Aftermarket Segments. Other Acquisitions in 2022 During the twelve months ended December 31, 2022, the Company completed two other acquisitions for $5.0 million of cash purchase consideration. The purchase price allocations resulted in $0.8 million of goodwill (tax deductible). 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 and divestitures | 14,025 |  |  | — |  |  | 14,025 |
Measurement period adjustments | 5,708 |  |  | 160 |  |  | 5,868 |
Foreign currency translation | 2,232 |  |  | 362 |  |  | 2,594 |
Net balance – December 31, 2023 | 421,701 |  |  | 167,849 |  |  | 589,550 |
Acquisitions | 1,709 |  |  | — |  |  | 1,709 |
Foreign currency translation | (5,190) |  |  | (296) |  |  | (5,486) |
Net balance – December 31, 2024 | $ | 418,220 |  |  | $ | 167,553 |  |  | $ | 585,773 |
The Company performed its annual goodwill impairment procedures for all of its reporting units as of November 30, 2024, 2023, and 2022, and concluded no goodwill impairment existed at any of those times. The Company plans to update its assessment as of November 30, 2025, or sooner if events occur or circumstances change that could more likely than not reduce the fair value of a reporting unit below its carrying value. The goodwill balance as of each of December 31, 2024, 2023, and 2022 included $50.5 million of accumulated impairment, which occurred prior to December 31, 2022. Other Intangible Assets Other intangible assets, by segment, at December 31 were as follows:
(In thousands) | 2024 |  | 2023 |  |
OEM Segment | $ | 235,403 |  |  | $ | 276,622 |  |  |
Aftermarket Segment | 156,615 |  |  | 172,137 |  |  |
Other intangible assets | $ | 392,018 |  |  | $ | 448,759 |  |  |
Other intangible assets consisted of the following at December 31, 2024:
(In thousands) | Gross Cost |  | Accumulated Amortization |  | Net Balance |  | Estimated Useful Life in Years
Customer relationships | $ | 508,945 |  |  | $ | 228,332 |  |  | $ | 280,613 |  |  | 6 | to | 20
Patents | 111,934 |  |  | 74,010 |  |  | 37,924 |  |  | 3 | to | 20
Trade names (finite life) | 95,879 |  |  | 30,524 |  |  | 65,355 |  |  | 3 | to | 20
Trade names (indefinite life) | 7,432 |  |  | — |  |  | 7,432 |  |  | Indefinite
Non-compete agreements | 5,154 |  |  | 4,732 |  |  | 422 |  |  | 3 | to | 6
Other | 609 |  |  | 337 |  |  | 272 |  |  | 2 | to | 12
Other intangible assets | $ | 729,953 |  |  | $ | 337,935 |  |  | $ | 392,018 |  |  |  |  |
The Company performed its annual impairment test for indefinite lived intangible assets as of November 30, 2024, 2023, and 2022, and concluded no impairment existed at any of those times. Other intangible assets consisted of the following at December 31, 2023:
(In thousands) | Gross Cost |  | Accumulated Amortization |  | Net Balance |  | Estimated Useful Life in Years
Customer relationships | $ | 509,505 |  |  | $ | 189,967 |  |  | $ | 319,538 |  |  | 6 | to | 20
Patents | 114,864 |  |  | 67,602 |  |  | 47,262 |  |  | 3 | to | 20
Trade names (finite life) | 99,366 |  |  | 26,978 |  |  | 72,388 |  |  | 3 | to | 20
Trade names (indefinite life) | 7,600 |  |  | — |  |  | 7,600 |  |  | Indefinite
Non-compete agreements | 10,104 |  |  | 8,453 |  |  | 1,651 |  |  | 3 | to | 6
Other | 609 |  |  | 289 |  |  | 320 |  |  | 2 | to | 12
Other intangible assets | $ | 742,048 |  |  | $ | 293,289 |  |  | $ | 448,759 |  |  |  |  |
Amortization expense related to other intangible assets was as follows for the years ended December 31:
(In thousands) | 2024 |  | 2023 |  | 2022
Cost of sales | $ | 8,915 |  |  | $ | 9,910 |  |  | $ | 10,155 |
Selling, general and administrative expense | 46,385 |  |  | 47,165 |  |  | 46,218 |
Amortization expense | $ | 55,300 |  |  | $ | 57,075 |  |  | $ | 56,373 |
Estimated amortization expense for other intangible assets for the next five years is as follows:
(In thousands) | 2025 |  | 2026 |  | 2027 |  | 2028 |  | 2029
Cost of sales | $ | 7,997 |  |  | $ | 6,779 |  |  | $ | 6,046 |  |  | $ | 5,995 |  |  | $ | 5,049 |
Selling, general and administrative expense | 43,184 |  |  | 41,279 |  |  | 40,219 |  |  | 37,064 |  |  | 35,967 |
Amortization expense | $ | 51,181 |  |  | $ | 48,058 |  |  | $ | 46,265 |  |  | $ | 43,059 |  |  | $ | 41,016 |

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