XML 28 R13.htm IDEA: XBRL DOCUMENT v3.25.0.1
Acquisitions, Goodwill And Other Intangible Assets
 12 Months Ended
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 SegmentAftermarket SegmentTotal
Net balance – December 31, 2022$399,736 $167,327 $567,063 
Acquisitions and divestitures14,025 — 14,025 
Measurement period adjustments5,708 160 5,868 
Foreign currency translation2,232 362 2,594 
Net balance – December 31, 2023421,701 167,849 589,550 
Acquisitions1,709 — 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)20242023
OEM Segment$235,403 $276,622 
Aftermarket Segment156,615 172,137 
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 6to20
Patents111,934 74,010 37,924 3to20
Trade names (finite life)95,879 30,524 65,355 3to20
Trade names (indefinite life)7,432 — 7,432 Indefinite
Non-compete agreements5,154 4,732 422 3to6
Other609 337 272 2to12
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 6to20
Patents114,864 67,602 47,262 3to20
Trade names (finite life)99,366 26,978 72,388 3to20
Trade names (indefinite life)7,600 — 7,600 Indefinite
Non-compete agreements10,104 8,453 1,651 3to6
Other609 289 320 2to12
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)202420232022
Cost of sales$8,915 $9,910 $10,155 
Selling, general and administrative expense46,385 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)20252026202720282029
Cost of sales$7,997 $6,779 $6,046 $5,995 $5,049 
Selling, general and administrative expense43,184 41,279 40,219 37,064 35,967 
Amortization expense$51,181 $48,058 $46,265 $43,059 $41,016