| Acquisitions, Goodwill And Other Intangible Assets | ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS Acquisitions During the Nine Months Ended September 30, 2015 Signature Seating In August 2015 , the Company acquired the business and certain assets of Roehm Marine, LLC, also known as Signature Seating (“Signature”), a manufacturer of furniture solutions for fresh water boat manufacturers, primarily pontoon boats. Net sales reported by Signature for the twelve months ended June 2015 were $16 million . The purchase price was $16.0 million paid at closing, plus contingent consideration based on future sales of this operation. The results of the acquired business have been included in the Company's RV Segment and in the Condensed Consolidated Statements of Income since the acquisition date. The acquisition of this business was preliminarily recorded on the acquisition date as follows (in thousands) : Cash consideration $ 16,000 Contingent consideration 3,556 Total fair value of consideration given $ 19,556 Customer relationships $ 6,500 Net other assets 4,091 Total fair value of net assets acquired $ 10,591 Goodwill (tax deductible) $ 8,965 The customer relationships intangible asset is being amortized over its preliminary estimated useful life of 10 years . The consideration given was greater than the fair value of the net assets acquired, resulting in goodwill, because the Company anticipates leveraging its existing experience and manufacturing capacity with respect to these product lines, and also believes the diversified customer base will further its expansion into adjacent industries. Spectal Industries In April 2015 , the Company acquired the business and certain assets of Industries Spectal, Inc. (“Spectal”), a Canada-based manufacturer of windows and doors primarily for school buses, as well as commercial buses, emergency vehicles, trucks, agricultural equipment and RVs. Net sales reported by Spectal for 2014 were $25 million . The purchase price was $22.3 million paid at closing, plus contingent consideration based on future sales of this operation. The results of the acquired business have been included in the Company's RV 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 $ 22,335 Contingent consideration 1,211 Total fair value of consideration given $ 23,546 Customer relationships $ 10,100 Other identifiable intangible assets 700 Net tangible assets 3,681 Total fair value of net assets acquired $ 14,481 Goodwill (tax deductible) $ 9,065 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 leveraging its existing experience and manufacturing capacity with respect to these product lines, and also believes the diversified customer base will further its expansion into adjacent industries. EA Technologies In January 2015 , the Company acquired the business and certain assets of EA Technologies, LLC (“EA Technologies”), a manufacturer of custom steel and aluminum parts and provider of electro-deposition (‘e-coat’) and powder coating services for RV, bus, medium-duty truck, automotive, recreational marine, specialty and utility trailer, and military applications. Net sales reported by EA Technologies for 2014 were $17 million . The purchase price was $9.2 million , of which $6.6 million was paid in the fourth quarter of 2014, with the balance paid at closing. The results of the acquired business have been included in the Company's RV 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 $ 9,248 Customer relationships $ 400 Other identifiable intangible assets 80 Net tangible assets 8,868 Total fair value of net assets acquired $ 9,348 Gain on bargain purchase $ 100 Acquisitions During the Nine Months Ended September 30, 2014 Duncan Systems, Inc. In August 2014 , the Company acquired the business and certain assets of Duncan Systems, Inc. ("Duncan Systems"), an aftermarket distributor of replacement motorhome windshields, awnings, and RV, heavy truck and specialty vehicle glass and windows, primarily to fulfill insurance claims. Net sales reported by Duncan Systems for the twelve months ended July 2014 were $26 million . The purchase price was $18.0 million paid at closing, plus contingent consideration based on future sales of this operation. The results of the acquired business have been included in the Company's RV 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 $ 18,000 Contingent consideration 1,914 Total fair value of consideration given $ 19,914 Customer relationships $ 10,500 Other identifiable intangible assets 930 Net tangible assets 4,070 Total fair value of net assets acquired $ 15,500 Goodwill (tax deductible) $ 4,414 The customer relationships intangible asset is being amortized over its estimated useful life of 14 years . The consideration given was greater than the fair value of the assets acquired, resulting in goodwill, because the Company anticipates the attainment of synergies and an increase in market share for the distributed products. Power Gear and Kwikee Brands In June 2014 , the Company acquired the RV business of Actuant Corporation, which manufactures leveling systems, slideout mechanisms and steps, primarily for motorhome RVs, under the Power Gear and Kwikee brands. Net sales reported by the acquired business for the twelve months ended May 2014 were $28 million , consisting of sales to OEMs and the aftermarket. The purchase price was $35.5 million , paid at closing. The results of the acquired business have been included in the Company's RV 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 $ 35,500 Customer relationships $ 12,300 Patents 5,300 Other identifiable intangible assets 2,130 Net tangible assets 2,227 Total fair value of net assets acquired $ 21,957 Goodwill (tax deductible) $ 13,543 The customer relationships intangible asset is being amortized over its estimated useful life of 14 years and the patents are being amortized over their estimated useful life of 8 years . The consideration given was greater than the fair value of the assets acquired, resulting in goodwill, because the Company anticipates the attainment of synergies and an increase in the markets for the acquired products. Star Design In March 2014 , the Company acquired the business and certain assets of Star Design, LLC (“Star Design”). Net sales reported by Star Design for 2013 were $10 million , comprised primarily of thermoformed sheet plastic products for the RV, bus and specialty vehicle industries. The purchase price was $12.2 million paid at closing. The results of the acquired business have been included in the Company's RV 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 $ 12,232 Customer relationships $ 4,400 Other identifiable intangible assets 610 Net tangible assets 2,108 Total fair value of net assets acquired $ 7,118 Goodwill (tax deductible) $ 5,114 The customer relationships intangible asset is being amortized over its estimated useful life of 14 years. The consideration given was greater than the fair value of the net assets acquired, resulting in goodwill, because the Company anticipates leveraging its existing experience and manufacturing capacity with respect to these product lines, and also believes the diversified customer base will further its expansion into adjacent industries. Innovative Design Solutions In February 2014 , the Company acquired Innovative Design Solutions, Inc. (“IDS”), a designer, developer and manufacturer of electronic systems encompassing a wide variety of RV applications. IDS also manufactures electronic systems for automotive, medical and industrial applications. Net sales reported by IDS for 2013 were $19 million , of which $15 million were to the Company. The purchase price was $35.9 million , of which $34.2 million was paid at closing, with the balance to be paid out annually over the subsequent three years , plus contingent consideration based on future sales of this operation. The results of the acquired business have been included in the Company's RV 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 $ 34,175 Present value of future payments 1,739 Contingent consideration 710 Total fair value of consideration given $ 36,624 Patents $ 6,000 Customer relationships 4,000 Other identifiable intangible assets 3,180 Net tangible assets 1,894 Total fair value of net assets acquired $ 15,074 Goodwill (tax deductible) $ 21,550 The patents are being amortized over their estimated useful life of 10 years and the customer relationships intangible asset is being amortized over its estimated useful life of 12 years . The consideration given was greater than the fair value of the assets acquired, resulting in goodwill, because the Company anticipates an increase in the markets for the acquired products, market share growth in both existing and new markets, as well as attainment of synergies. Sale of Extrusion Assets In April 2014, the Company entered into a six -year aluminum extrusion supply agreement, and concurrently sold certain aluminum extrusion assets. The Company recorded a pre-tax loss of $2.0 million in the second quarter of 2014 on the sale of the aluminum extrusion-related assets. In connection with the sale, the Company received $0.3 million at closing and a $7.2 million note receivable collectible over the next four years , recorded at its present value of $6.4 million on the date of closing. During 2014, the Company received installments of $1.8 million under the note. At September 30, 2015 , the present value of the remaining amount due under the note receivable was $5.1 million . In July 2015, the Company agreed to terminate the supply agreement, and as consideration the Company received a $2.0 million note receivable collectible in 2019 and 2020. The Company recorded this note receivable at its present value of $1.6 million and a corresponding gain of $1.6 million in the 2015 third quarter. At September 30, 2015 , the present value of the remaining amount due under the note receivable was $1.6 million . Goodwill Goodwill by reportable segment was as follows: (In thousands) RV Segment MH Segment Total Accumulated cost – December 31, 2014 $ 107,023 $ 10,025 $ 117,048 Accumulated impairment – December 31, 2014 (41,276 ) (9,251 ) (50,527 ) Net balance – December 31, 2014 65,747 774 66,521 Acquisitions – 2015 18,030 — 18,030 Net balance – September 30, 2015 $ 83,777 $ 774 $ 84,551 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. No impairment tests were required or performed during the nine months ended September 30, 2015 . Other Intangible Assets Other intangible assets consisted of the following at September 30, 2015 : (In thousands) Gross Accumulated Net Estimated Useful Customer relationships $ 95,360 $ 30,299 $ 65,061 6 to 16 Patents 54,378 26,873 27,505 3 to 19 Tradenames 8,635 4,398 4,237 3 to 15 Non-compete agreements 4,903 2,554 2,349 3 to 6 Purchased research and development 4,687 — 4,687 Indefinite Other 510 240 270 1 to 12 Other intangible assets $ 168,473 $ 64,364 $ 104,109 Other intangible assets consisted of the following at December 31, 2014 : (In thousands) Gross Accumulated Net Estimated Useful Customer relationships $ 81,260 $ 27,553 $ 53,707 6 to 16 Patents 54,333 22,389 31,944 3 to 19 Tradenames 9,173 4,525 4,648 3 to 15 Non-compete agreements 3,948 2,233 1,715 3 to 6 Purchased research and development 4,687 — 4,687 Indefinite Other 360 102 258 2 to 12 Other intangible assets $ 153,761 $ 56,802 $ 96,959 |
