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Acquisitions and Divestitures | 12 Months Ended
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Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract] |
Acquisitions and Divestitures | Acquisitions and DivestituresIn July 2022, the Corporation closed on the sale of its China- and Hong Kong-based Lamex office furniture business ("Lamex"), which was a component of the workplace furnishings segment, to Kokuyo Co., Ltd, a leading manufacturer and provider of office furniture in Japan and across Asia, for approximately $75 million plus standard post-closing working capital adjustments, net of cash acquired by the buyer. The Corporation recorded a pre-tax gain on sale in the current year of $50.4 million that included transaction-related expenses of approximately $6 million as well as a cumulative foreign currency translation benefit of $3.3 million that was reclassified from accumulated other comprehensive income. The assets and liabilities of Lamex which were disposed of in conjunction with the sale are as follows:
| As of July 20, 2022
Assets: |
Cash and cash equivalents | $ | 5.5 |
Receivables | 20.1 |
Allowance for doubtful accounts | (0.5) |
Inventories, net | 6.9 |
Prepaid expenses and other current assets | 6.4 |
Buildings | 6.2 |
Machinery and equipment | 25.9 |
Accumulated depreciation | (17.0) |
Right-of-use - Operating Leases | 5.8 |
Goodwill and Other Intangible Assets, net | 10.9 |
Total Assets | $ | 70.4 |
Liabilities: |
Accounts payable and accrued expenses | $ | 36.1 |
Current lease obligations - Operating | 1.7 |
Long-Term Lease Obligations - Operating | 4.9 |
Deferred Income Taxes | 0.1 |
Total Liabilities | $ | 42.7 |
In June 2022, the Corporation acquired Dickerson Hearth Products ("Dickerson"), an installing fireplace distributor in the Raleigh, North Carolina area, for approximately $8 million. The transaction, which aligns with the Corporation’s vertical integration strategy in the residential building products market, was structured as an asset acquisition and was consummated entirely in cash. The preliminary purchase price allocation includes $7.6 million of goodwill, which include immaterial purchase price adjustments made during third and fourth quarter of 2022. The remaining assets and liabilities acquired were not material to the consolidated financial statements. The Corporation expects to finalize the allocation of the purchase price during 2023. In December 2021, the Corporation acquired The Outdoor GreatRoom Company ("OGC"), a leading manufacturer and supplier of premium outdoor fire tables and fire pits, for approximately $15 million. This transaction, which positions the Corporation to grow and develop a leading position in the fast-growing outdoor living market, was structured as a stock acquisition and was consummated entirely in cash. In October 2021, the Corporation acquired Trinity Hearth & Home ("Trinity"), an installing fireplace distributor in the Dallas/Fort Worth area, for approximately $31 million. This transaction, which aligns with the Corporation’s vertical integration strategy in the residential building products market and provides a hub to better serve customers in the rapidly growing Southwest region, was structured as an asset acquisition and was consummated entirely in cash. The assets and liabilities of Trinity, OGC, and Dickerson are included in the Corporation’s residential building products segment. The related goodwill, which is expected to be tax deductible, is assigned to the residential building products reporting unit. The purchase price allocation for Trinity and OGC, and estimated amortization periods of identified intangible assets as of the respective dates of acquisition is as follows:
| Trinity |  | OGC
| Fair Value | Amortization Period |  | Fair Value | Amortization Period
Cash | $ | — |  |  |  | $ | 0.3 |  |
Inventories | 1.9 |  |  |  | 4.5 |  |
Receivables | 4.6 |  |  |  | 1.8 |  |
Prepaid expenses and other current assets | — |  |  |  | 1.2 |  |
Property, plant, and equipment | 0.3 |  |  |  | 0.5 |  |
Accounts payable and accrued expenses | (1.7) |  |  |  | (2.8) |  |
Goodwill | 14.2 |  |  |  | 2.4 |  |
Customer lists | 12.0 |  | 13 Years |  | 4.9 |  | 10 Years
Trade names | — |  |  |  | 2.5 |  | 10 Years
Total net assets | $ | 31.3 |  |  |  | $ | 15.3 |  |
As a result of further review and refinement, measurement period adjustments were recorded in the first quarter of 2022 which decreased Trinity’s inventory acquired by $0.2 million and increased goodwill related to both acquisitions by $0.9 million in the aggregate. Additionally, the aggregate purchase price of the deals increased by $0.8 million as a result of post-closing working capital settlements. There were no measurement period adjustments recorded after the first quarter of 2022, and the purchase accounting for the Trinity and OGC acquisitions was complete as of July 2, 2022. All acquisitions above were accounted for using the acquisition method pursuant to ASC 805, with goodwill being recorded as a result of the purchase price exceeding the fair value of identifiable tangible and intangible assets and liabilities.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI https://asc.fasb.org/subtopic&trid=2122178 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI https://asc.fasb.org/topic&trid=2303972 + Details
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