Acquisitions, Goodwill And Other Intangible Assets | 3 Months Ended |
Mar. 31, 2018 |
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, 2018 Hehr In February 2018, the Company acquired substantially all of the business assets of Hehr International Inc. (“Hehr”), a manufacturer of windows and tempered and laminated glass for the RV, transit, specialty vehicle, and other adjacent industries, headquartered in Los Angeles, California. The preliminary purchase price was $50.1 million paid at closing, and is subject to potential post-closing adjustments related to net working capital. 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 $ 50,125 Customer relationships and other identifiable intangible assets $ 25,500 Net tangible assets 17,955 Total fair value of net assets acquired $ 43,455 Goodwill (tax deductible) $ 6,670 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. Taylor Made In January 2018, the Company acquired 100 percent of the equity interests of Taylor Made Group, LLC (“Taylor Made”), a marine supplier to boat builders and the aftermarket, as well as a key supplier to a host of other industrial end markets, headquartered in Gloversville, New York. The preliminary purchase price was $88.4 million , net of cash acquired, paid at closing, and is subject to potential post-closing adjustments related to net working capital. 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 $ 88,445 Customer relationships $ 25,000 Other identifiable intangible assets 7,000 Net tangible assets 42,133 Total fair value of net assets acquired $ 74,133 Goodwill (tax deductible) $ 14,312 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, 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 acquisition of this business was recorded on the acquisition date as follows (in thousands) : Cash consideration, net of cash acquired $ 6,502 Contingent consideration 3,838 Total fair value of consideration given $ 10,340 Identifiable intangible assets $ 2,286 Net tangible assets 364 Total fair value of net assets acquired $ 2,650 Goodwill (not tax deductible) $ 7,690 Goodwill Goodwill by reportable segment was as follows: (In thousands) OEM Segment Aftermarket Segment Total Net balance – December 31, 2017 $ 109,641 $ 14,542 $ 124,183 Acquisitions – 2018 17,785 3,197 20,982 Other 2,126 — 2,126 Net balance – March 31, 2018 $ 129,552 $ 17,739 $ 147,291 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. Changes in goodwill resulting from foreign currency translations and purchase accounting adjustments are presented as “Other” in the above table. Sessa Klein accounted for $1.4 million of the change in goodwill for the three months ended March 31, 2018 . Other Intangible Assets Other intangible assets consisted of the following at March 31, 2018 : (In thousands) Gross Accumulated Net Estimated Useful Customer relationships $ 187,229 $ 45,393 $ 141,836 6 to 16 Patents 59,415 40,130 19,285 3 to 19 Trade names 14,833 5,607 9,226 3 to 15 Non-compete agreements 10,154 4,689 5,465 3 to 6 Other 309 117 192 2 to 12 Purchased research and development 4,687 — 4,687 Indefinite Other intangible assets $ 276,627 $ 95,936 $ 180,691 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 Trade names 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, 2017 : (In thousands) Gross Accumulated Net Estimated Useful Customer relationships $ 138,687 $ 42,276 $ 96,411 6 to 16 Patents 57,576 38,764 18,812 3 to 19 Trade names 10,995 5,381 5,614 3 to 15 Non-compete agreements 8,536 4,128 4,408 3 to 6 Other 309 109 200 2 to 12 Purchased research and development 4,687 — 4,687 Indefinite Other intangible assets $ 220,790 $ 90,658 $ 130,132 |
Acquisitions | ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS Acquisitions During the Three Months Ended March 31, 2018 Hehr In February 2018, the Company acquired substantially all of the business assets of Hehr International Inc. (“Hehr”), a manufacturer of windows and tempered and laminated glass for the RV, transit, specialty vehicle, and other adjacent industries, headquartered in Los Angeles, California. The preliminary purchase price was $50.1 million paid at closing, and is subject to potential post-closing adjustments related to net working capital. 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 $ 50,125 Customer relationships and other identifiable intangible assets $ 25,500 Net tangible assets 17,955 Total fair value of net assets acquired $ 43,455 Goodwill (tax deductible) $ 6,670 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. Taylor Made In January 2018, the Company acquired 100 percent of the equity interests of Taylor Made Group, LLC (“Taylor Made”), a marine supplier to boat builders and the aftermarket, as well as a key supplier to a host of other industrial end markets, headquartered in Gloversville, New York. The preliminary purchase price was $88.4 million , net of cash acquired, paid at closing, and is subject to potential post-closing adjustments related to net working capital. 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 $ 88,445 Customer relationships $ 25,000 Other identifiable intangible assets 7,000 Net tangible assets 42,133 Total fair value of net assets acquired $ 74,133 Goodwill (tax deductible) $ 14,312 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, 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 acquisition of this business was recorded on the acquisition date as follows (in thousands) : Cash consideration, net of cash acquired $ 6,502 Contingent consideration 3,838 Total fair value of consideration given $ 10,340 Identifiable intangible assets $ 2,286 Net tangible assets 364 Total fair value of net assets acquired $ 2,650 Goodwill (not tax deductible) $ 7,690 Goodwill Goodwill by reportable segment was as follows: (In thousands) OEM Segment Aftermarket Segment Total Net balance – December 31, 2017 $ 109,641 $ 14,542 $ 124,183 Acquisitions – 2018 17,785 3,197 20,982 Other 2,126 — 2,126 Net balance – March 31, 2018 $ 129,552 $ 17,739 $ 147,291 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. Changes in goodwill resulting from foreign currency translations and purchase accounting adjustments are presented as “Other” in the above table. Sessa Klein accounted for $1.4 million of the change in goodwill for the three months ended March 31, 2018 . Other Intangible Assets Other intangible assets consisted of the following at March 31, 2018 : (In thousands) Gross Accumulated Net Estimated Useful Customer relationships $ 187,229 $ 45,393 $ 141,836 6 to 16 Patents 59,415 40,130 19,285 3 to 19 Trade names 14,833 5,607 9,226 3 to 15 Non-compete agreements 10,154 4,689 5,465 3 to 6 Other 309 117 192 2 to 12 Purchased research and development 4,687 — 4,687 Indefinite Other intangible assets $ 276,627 $ 95,936 $ 180,691 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 Trade names 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, 2017 : (In thousands) Gross Accumulated Net Estimated Useful Customer relationships $ 138,687 $ 42,276 $ 96,411 6 to 16 Patents 57,576 38,764 18,812 3 to 19 Trade names 10,995 5,381 5,614 3 to 15 Non-compete agreements 8,536 4,128 4,408 3 to 6 Other 309 109 200 2 to 12 Purchased research and development 4,687 — 4,687 Indefinite Other intangible assets $ 220,790 $ 90,658 $ 130,132 |