Acquisitions, Goodwill And Other Intangible Assets | 3 Months Ended |
Mar. 31, 2017 |
Acquisitions, Goodwill And Other Intangible Assets [Abstract] | |
Goodwill And Other Intangible Assets | ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS Acquisitions During the Three Months Ended March 31, 2017 Sessa Klein S.p.A. In February 2017, the Company acquired 100 percent of the outstanding shares of Sessa Klein S.p.A. (“Sessa Klein”), a manufacturer of highly engineered side window systems for both high speed and commuter trains, located near Varese, Italy. The purchase price was $8.5 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 $ 5,767 Contingent consideration 4,922 Total fair value of consideration given $ 10,689 Customer relationships $ 3,189 Other identifiable intangible assets 1,329 Net tangible assets 557 Total fair value of net assets acquired $ 5,075 Goodwill (not tax deductible) $ 5,614 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 the attainment of synergies and an increase in the markets for the acquired products. Acquisitions During the Three Months Ended March 31, 2016 Flair Interiors In February 2016 , the Company acquired the business and certain assets of Flair Interiors, Inc. (“Flair”), a manufacturer of RV furniture located in Goshen, Indiana. 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 recorded on the acquisition date as follows (in thousands) : Cash consideration $ 8,100 Customer relationships $ 3,700 Net other assets 2,378 Total fair value of net assets acquired $ 6,078 Goodwill (tax deductible) $ 2,022 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 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. 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 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 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. Goodwill Goodwill by reportable segment was as follows: (In thousands) OEM Segment Aftermarket Segment Total Net balance – December 31, 2016 $ 74,663 $ 14,535 $ 89,198 Acquisitions – 2017 5,614 — 5,614 Other 3,286 7 3,293 Net balance – March 31, 2017 $ 83,563 $ 14,542 $ 98,105 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 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. Project 2000 S.r.l. accounted for $3.2 million of the change in goodwill at March 31, 2017 . Other Intangible Assets Other intangible assets consisted of the following at March 31, 2017 : (In thousands) Gross Accumulated Net Estimated Useful Customer relationships $ 113,513 $ 34,704 $ 78,809 6 to 16 Patents 57,347 34,850 22,497 3 to 19 Tradenames 9,741 4,494 5,247 3 to 15 Non-compete agreements 6,076 3,230 2,846 3 to 6 Other 309 84 225 2 to 12 Purchased research and development 4,687 — 4,687 Indefinite Other intangible assets $ 191,673 $ 77,362 $ 114,311 Other intangible assets consisted of the following at December 31, 2016 : (In thousands) Gross Accumulated Net Estimated Useful Customer relationships $ 110,784 $ 32,414 $ 78,370 6 to 16 Patents 56,468 34,066 22,402 3 to 19 Tradenames 10,041 5,667 4,374 3 to 15 Non-compete agreements 5,852 2,975 2,877 3 to 6 Other 309 76 233 2 to 12 Purchased research and development 4,687 — 4,687 Indefinite Other intangible assets $ 188,141 $ 75,198 $ 112,943 |
Acquisitions | ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS Acquisitions During the Three Months Ended March 31, 2017 Sessa Klein S.p.A. In February 2017, the Company acquired 100 percent of the outstanding shares of Sessa Klein S.p.A. (“Sessa Klein”), a manufacturer of highly engineered side window systems for both high speed and commuter trains, located near Varese, Italy. The purchase price was $8.5 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 $ 5,767 Contingent consideration 4,922 Total fair value of consideration given $ 10,689 Customer relationships $ 3,189 Other identifiable intangible assets 1,329 Net tangible assets 557 Total fair value of net assets acquired $ 5,075 Goodwill (not tax deductible) $ 5,614 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 the attainment of synergies and an increase in the markets for the acquired products. Acquisitions During the Three Months Ended March 31, 2016 Flair Interiors In February 2016 , the Company acquired the business and certain assets of Flair Interiors, Inc. (“Flair”), a manufacturer of RV furniture located in Goshen, Indiana. 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 recorded on the acquisition date as follows (in thousands) : Cash consideration $ 8,100 Customer relationships $ 3,700 Net other assets 2,378 Total fair value of net assets acquired $ 6,078 Goodwill (tax deductible) $ 2,022 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 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. 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 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 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. Goodwill Goodwill by reportable segment was as follows: (In thousands) OEM Segment Aftermarket Segment Total Net balance – December 31, 2016 $ 74,663 $ 14,535 $ 89,198 Acquisitions – 2017 5,614 — 5,614 Other 3,286 7 3,293 Net balance – March 31, 2017 $ 83,563 $ 14,542 $ 98,105 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 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. Project 2000 S.r.l. accounted for $3.2 million of the change in goodwill at March 31, 2017 . Other Intangible Assets Other intangible assets consisted of the following at March 31, 2017 : (In thousands) Gross Accumulated Net Estimated Useful Customer relationships $ 113,513 $ 34,704 $ 78,809 6 to 16 Patents 57,347 34,850 22,497 3 to 19 Tradenames 9,741 4,494 5,247 3 to 15 Non-compete agreements 6,076 3,230 2,846 3 to 6 Other 309 84 225 2 to 12 Purchased research and development 4,687 — 4,687 Indefinite Other intangible assets $ 191,673 $ 77,362 $ 114,311 Other intangible assets consisted of the following at December 31, 2016 : (In thousands) Gross Accumulated Net Estimated Useful Customer relationships $ 110,784 $ 32,414 $ 78,370 6 to 16 Patents 56,468 34,066 22,402 3 to 19 Tradenames 10,041 5,667 4,374 3 to 15 Non-compete agreements 5,852 2,975 2,877 3 to 6 Other 309 76 233 2 to 12 Purchased research and development 4,687 — 4,687 Indefinite Other intangible assets $ 188,141 $ 75,198 $ 112,943 |