Acquisitions, Goodwill And Other Intangible Assets | 6 Months Ended |
Jun. 30, 2016 |
Acquisitions, Goodwill And Other Intangible Assets [Abstract] | |
Goodwill And Other Intangible Assets | ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS Acquisitions During the Six Months Ended June 30, 2016 Project 2000 S.r.l. In May 2016 , the Company acquired 100 percent of the equity interest of Project 2000 S.r.l. (“Project 2000”), an Italy-based manufacturer of innovative, space-saving bed lifts and retractable steps. Net sales reported by Project 2000 for 2015 were approximately $12 million . The purchase price was $18.8 million paid at closing, plus contingent consideration based on future sales by this operation. The results of the acquired business have been included primarily in the Company’s OEM Segment and in the Condensed Consolidated Statements of Income since the acquisition date. The Company is validating account balances and finalizing the valuation for the acquisition. The acquisition of this business was preliminarily recorded on the acquisition date as follows (in thousands) : Cash consideration net of cash acquired $ 16,137 Contingent consideration 1,322 Total fair value of consideration given $ 17,459 Customer relationships $ 6,925 Other identifiable intangible assets 2,308 Net tangible assets 128 Total fair value of net assets acquired $ 9,361 Goodwill (not tax deductible) $ 8,098 The customer relationships intangible asset is being amortized over its preliminary 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 the attainment of synergies and an increase in the markets for the acquired products. Flair Interiors In February 2016 , the Company acquired the business and certain assets of Flair Interiors, Inc. (“Flair”), a manufacturer of RV furniture. Net sales reported by Flair for 2015 were approximately $25 million . The purchase price was $8.1 million paid at closing. The results of the acquired business have been included primarily in the Company’s OEM 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 $ 8,100 Customer relationships $ 4,000 Net other assets 2,279 Total fair value of net assets acquired $ 6,279 Goodwill (tax deductible) $ 1,821 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 the attainment of synergies and an increase in the markets for the acquired products. Highwater Marine Furniture In January 2016 , the Company acquired the business and certain assets of the pontoon furniture manufacturing operation of Highwater Marine, LLC (“Highwater”), a leading manufacturer of pontoon and other recreational boats located in Elkhart, Indiana. Estimated 2015 net sales of the marine furniture business were approximately $20 million . The purchase price was $10.0 million paid at closing. The results of the acquired business have been included primarily in the Company’s OEM 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 $ 10,000 Customer relationships $ 8,100 Net tangible assets 1,307 Total fair value of net assets acquired $ 9,407 Goodwill (tax deductible) $ 593 The customer relationships intangible asset is being amortized over its preliminary 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. Acquisitions During the Six Months Ended June 30, 2015 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 primarily in the Company’s OEM 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 OEM 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 Goodwill Goodwill by reportable segment was as follows: (In thousands) OEM Segment Aftermarket Segment Total Net balance – December 31, 2015 $ 79,206 $ 4,413 $ 83,619 Acquisitions 10,512 — 10,512 Other (300 ) — (300 ) Net balance – June 30, 2016 $ 89,418 $ 4,413 $ 93,831 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. In conjunction with the Company’s change in reportable operating segments (see Note 11), goodwill was reassigned to reporting units using a relative fair value allocation. In addition, the Company completed an assessment of any potential goodwill impairment for all reporting units immediately prior to the reallocation and determined that no impairment existed. Any change in the goodwill amounts resulting from foreign currency translations and purchase accounting adjustments are presented as “Other” in the above table. Other Intangible Assets Other intangible assets consisted of the following at June 30, 2016 : (In thousands) Gross Accumulated Net Estimated Useful Customer relationships $ 106,552 $ 27,989 $ 78,563 6 to 16 Patents 55,082 30,738 24,344 3 to 19 Tradenames 9,766 4,932 4,834 3 to 15 Non-compete agreements 4,569 3,246 1,323 3 to 6 Other 309 60 249 2 to 12 Purchased research and development 4,687 — 4,687 Indefinite Other intangible assets $ 180,965 $ 66,965 $ 114,000 Other intangible assets consisted of the following at December 31, 2015 : (In thousands) Gross Accumulated Net Estimated Useful Customer relationships $ 94,560 $ 30,514 $ 64,046 6 to 16 Patents 54,293 28,255 26,038 3 to 19 Tradenames 8,935 4,751 4,184 3 to 15 Non-compete agreements 4,493 2,800 1,693 3 to 6 Other 594 307 287 2 to 12 Purchased research and development 4,687 — 4,687 Indefinite Other intangible assets $ 167,562 $ 66,627 $ 100,935 |
Acquisitions | ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS Acquisitions During the Six Months Ended June 30, 2016 Project 2000 S.r.l. In May 2016 , the Company acquired 100 percent of the equity interest of Project 2000 S.r.l. (“Project 2000”), an Italy-based manufacturer of innovative, space-saving bed lifts and retractable steps. Net sales reported by Project 2000 for 2015 were approximately $12 million . The purchase price was $18.8 million paid at closing, plus contingent consideration based on future sales by this operation. The results of the acquired business have been included primarily in the Company’s OEM Segment and in the Condensed Consolidated Statements of Income since the acquisition date. The Company is validating account balances and finalizing the valuation for the acquisition. The acquisition of this business was preliminarily recorded on the acquisition date as follows (in thousands) : Cash consideration net of cash acquired $ 16,137 Contingent consideration 1,322 Total fair value of consideration given $ 17,459 Customer relationships $ 6,925 Other identifiable intangible assets 2,308 Net tangible assets 128 Total fair value of net assets acquired $ 9,361 Goodwill (not tax deductible) $ 8,098 The customer relationships intangible asset is being amortized over its preliminary 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 the attainment of synergies and an increase in the markets for the acquired products. Flair Interiors In February 2016 , the Company acquired the business and certain assets of Flair Interiors, Inc. (“Flair”), a manufacturer of RV furniture. Net sales reported by Flair for 2015 were approximately $25 million . The purchase price was $8.1 million paid at closing. The results of the acquired business have been included primarily in the Company’s OEM 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 $ 8,100 Customer relationships $ 4,000 Net other assets 2,279 Total fair value of net assets acquired $ 6,279 Goodwill (tax deductible) $ 1,821 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 the attainment of synergies and an increase in the markets for the acquired products. Highwater Marine Furniture In January 2016 , the Company acquired the business and certain assets of the pontoon furniture manufacturing operation of Highwater Marine, LLC (“Highwater”), a leading manufacturer of pontoon and other recreational boats located in Elkhart, Indiana. Estimated 2015 net sales of the marine furniture business were approximately $20 million . The purchase price was $10.0 million paid at closing. The results of the acquired business have been included primarily in the Company’s OEM 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 $ 10,000 Customer relationships $ 8,100 Net tangible assets 1,307 Total fair value of net assets acquired $ 9,407 Goodwill (tax deductible) $ 593 The customer relationships intangible asset is being amortized over its preliminary 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. Acquisitions During the Six Months Ended June 30, 2015 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 primarily in the Company’s OEM 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 OEM 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 Goodwill Goodwill by reportable segment was as follows: (In thousands) OEM Segment Aftermarket Segment Total Net balance – December 31, 2015 $ 79,206 $ 4,413 $ 83,619 Acquisitions 10,512 — 10,512 Other (300 ) — (300 ) Net balance – June 30, 2016 $ 89,418 $ 4,413 $ 93,831 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. In conjunction with the Company’s change in reportable operating segments (see Note 11), goodwill was reassigned to reporting units using a relative fair value allocation. In addition, the Company completed an assessment of any potential goodwill impairment for all reporting units immediately prior to the reallocation and determined that no impairment existed. Any change in the goodwill amounts resulting from foreign currency translations and purchase accounting adjustments are presented as “Other” in the above table. Other Intangible Assets Other intangible assets consisted of the following at June 30, 2016 : (In thousands) Gross Accumulated Net Estimated Useful Customer relationships $ 106,552 $ 27,989 $ 78,563 6 to 16 Patents 55,082 30,738 24,344 3 to 19 Tradenames 9,766 4,932 4,834 3 to 15 Non-compete agreements 4,569 3,246 1,323 3 to 6 Other 309 60 249 2 to 12 Purchased research and development 4,687 — 4,687 Indefinite Other intangible assets $ 180,965 $ 66,965 $ 114,000 Other intangible assets consisted of the following at December 31, 2015 : (In thousands) Gross Accumulated Net Estimated Useful Customer relationships $ 94,560 $ 30,514 $ 64,046 6 to 16 Patents 54,293 28,255 26,038 3 to 19 Tradenames 8,935 4,751 4,184 3 to 15 Non-compete agreements 4,493 2,800 1,693 3 to 6 Other 594 307 287 2 to 12 Purchased research and development 4,687 — 4,687 Indefinite Other intangible assets $ 167,562 $ 66,627 $ 100,935 |