Acquisitions, Goodwill And Other Intangible Assets | 6 Months Ended |
Jun. 30, 2020 |
Acquisitions, Goodwill And Other Intangible Assets [Abstract] | |
Acquisitions, Goodwill And Other Intangible Assets | ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS Acquisitions Completed During the Six Months Ended June 30, 2020 Polyplastic In January 2020, the Company acquired 100 percent of the equity interests of Polyplastic Group B.V. (with its subsidiaries “Polyplastic”), a premier window supplier to the caravanning industry, headquartered in Rotterdam, Netherlands. The purchase price was $95.8 million, net of cash acquired, plus contingent consideration up to $7.7 million, based on future sales by this operation. The results of the acquired business have been included in the Condensed Consolidated Statements of Income since the acquisition date, primarily in the Company’s OEM Segment. As the acquisition of Polyplastic is not considered to have a material impact on the Company's financial statements, pro forma results of operations and other disclosures are not presented. The Company is validating account balances and finalizing the valuation for customer relationships and other identifiable intangible assets, net tangible assets, and the unfunded pension benefit obligation. The acquisition of this business was preliminarily recorded as of the acquisition date as follows (in thousands) : Cash consideration, net of cash acquired $ 95,766 Contingent consideration 2,796 Total fair value of consideration given $ 98,562 Customer relationship and other identifiable intangible assets $ 53,674 Net tangible assets, excluding pension obligation 15,867 Unfunded pension benefit obligation (28,665) Total fair value of net assets acquired $ 40,876 Goodwill (not tax deductible) $ 57,686 The acquisition of Polyplastic included the assumption of two partially-funded defined benefit pension plans (the "Dutch pension plans") based in the Netherlands. The Dutch pension plans, which are qualified defined benefit pension plans, provide benefits based on years of service and average pay. The benefits earned by the employees are immediately vested. The Company funds the future obligations of the Dutch pension plans by purchasing an insurance contract from a large multi-national insurance company. Each year the Company will make premium payments to the insurance company (1) to provide for the benefit obligation of the current year of service based on each employee's age, gender, and current salary, and (2) for indexations for both active and post-active participants. The Company determines the fair value of the plan asset with the assistance of an actuary using observable inputs (Level 2), which is determined as the present value of the accrued benefits guaranteed by the insurer. The Company recorded the estimated unfunded pension benefit obligation of the Dutch pension plans during the quarter ended June 30, 2020 in other long-term liabilities on the Condensed Consolidated Balance Sheet, as information related to the plans and preliminary assumptions and actuarial reports became available. The key assumptions used to measure the benefit obligation at acquisition date were a discount rate of 1.2 percent, expected rate of return on plan assets of 1.2 percent, wage inflation of 2.0 percent, and expected indexation that conforms to the growth path established by Dutch pension law, which ranged from 0.0 percent at acquisition to 2.0 percent in 2033. The Company also recorded a deferred tax asset related to the Dutch pension plans during the quarter ended June 30, 2020. Contributions and net periodic pension costs for the Dutch pension plans were not material for the period from the acquisition date through June 30, 2020. The customer relationship intangible asset is being amortized over its estimated useful life of 15 years. The fair value of this asset was determined using a discounted cash flow model, which is a level 3 input in the fair value hierarchy. 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 with Measurement Period Adjustments During the Six Months Ended June 30, 2020 CURT In December 2019, the Company acquired 100 percent of the equity interests of CURT Acquisition Holdings, Inc. (with its subsidiaries “CURT”), a leading manufacturer and distributor of branded towing products and truck accessories for the aftermarket, headquartered in Eau Claire, Wisconsin. The purchase price was $336.6 million, net of cash acquired. The results of the acquired business have been included in the Condensed Consolidated Statements of Income since the acquisition date, primarily in the Company’s Aftermarket Segment. During the six months ended June 30, 2020, the Company adjusted the preliminary purchase price allocation reported at December 31, 2019 to account for updates to assumptions and estimates related to the fair value of intangible assets and inventories, and to adjust the purchase price for final net working capital balances. These measurement period adjustments would not have resulted in a material impact on the prior period results if the adjustments had been recognized as of the acquisition date. The purchase price allocation is subject to adjustment as additional information is obtained within the measurement period (not to exceed 12 months from the acquisition date). The acquisition of this business was recorded, as updated, on the acquisition date as follows (in thousands) : Preliminary at December 31, 2019 Measurement Period Adjustments As Adjusted at June 30, 2020 Cash consideration, net of cash acquired $ 337,640 $ (1,053) $ 336,587 Assets Acquired Accounts receivable $ 28,611 $ — $ 28,611 Inventories 88,765 (6,648) 82,117 Fixed assets 24,036 — 24,036 Customer relationship 112,000 (7,800) 104,200 Tradename and other identifiable intangible assets 37,705 (300) 37,405 Operating lease right-of-use assets 27,925 — 27,925 Other tangible assets 4,060 (1,550) 2,510 Liabilities Assumed Accounts payable (18,577) — (18,577) Current portion of operating lease obligations (5,360) — (5,360) Accrued expenses and other current liabilities (10,002) — (10,002) Operating lease obligations (22,565) — (22,565) Deferred taxes (31,877) 1,752 (30,125) Total fair value of net assets acquired $ 234,721 $ (14,546) $ 220,175 Goodwill (not tax deductible) $ 102,919 $ 13,493 $ 116,412 The fair values of the customer relationship and tradename intangible assets are being amortized over their estimated useful lives of 16 years and 20 years, respectively. The fair values of these assets were determined using a discounted cash flow model, which is a level 3 input in the fair value hierarchy. 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. Lewmar Marine Ltd. In August 2019, the Company acquired 100 percent of the equity interests of Lewmar Marine Ltd. and related entities (collectively, “Lewmar”), a supplier of leisure marine equipment, headquartered in Havant, United Kingdom. The purchase price was $43.2 million, net of cash acquired. The results of the acquired business have been included in the Condensed Consolidated Statements of Income since the acquisition date in the Company’s OEM Segment and Aftermarket Segment. As the acquisition of Lewmar is not considered to have a material impact on the Company’s financial statements, pro forma results of operations and other disclosures are not presented. During the six months ended June 30, 2020, the Company adjusted the preliminary purchase price allocation reported at December 31, 2019 to account for updates to assumptions and estimates related to the fair value of intangible assets and inventories. These measurement period adjustments would not have resulted in a material impact on the prior period results if the adjustments had been recognized as of the acquisition date. The acquisition of this business was recorded, as updated, on the acquisition date as follows (in thousands) : Preliminary at December 31, 2019 Measurement Period Adjustments As Adjusted at June 30, 2020 Cash consideration, net of cash acquired $ 43,224 $ — $ 43,224 Customer relationship and other identifiable intangible assets $ 19,580 $ 2,170 $ 21,750 Net tangible assets 3,286 (705) 2,581 Total fair value of net assets acquired $ 22,866 $ 1,465 $ 24,331 Goodwill (not tax deductible) $ 20,358 $ (1,465) $ 18,893 The customer relationship 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. Goodwill Goodwill by reportable segment was as follows: (In thousands) OEM Segment Aftermarket Segment Total Net balance – December 31, 2019 $ 215,620 $ 135,494 $ 351,114 Acquisitions – 2020 57,686 — 57,686 Measurement period adjustments (2,346) 12,613 10,267 Foreign currency translations 70 (298) (228) Net balance – June 30, 2020 $ 271,030 $ 147,809 $ 418,839 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. Other Intangible Assets Other intangible assets consisted of the following at June 30, 2020: (In thousands) Gross Accumulated Net Estimated Useful Customer relationships $ 345,491 $ 81,947 $ 263,544 6 to 16 Patents 87,622 46,707 40,915 3 to 19 Trade names (finite life) 61,092 9,369 51,723 3 to 20 Trade names (indefinite life) 7,600 — 7,600 Indefinite Non-compete agreements 6,379 4,256 2,123 3 to 6 Other 309 186 123 2 to 12 Purchased research and development 4,687 — 4,687 Indefinite Other intangible assets $ 513,180 $ 142,465 $ 370,715 Other intangible assets consisted of the following at December 31, 2019: (In thousands) Gross Accumulated Net Estimated Useful Customer relationships $ 319,934 $ 69,008 $ 250,926 6 to 16 Patents 76,206 44,611 31,595 3 to 19 Trade names (finite life) 50,917 7,086 43,831 3 to 20 Trade names (indefinite life) 7,600 — 7,600 Indefinite Non-compete agreements 7,598 4,947 2,651 3 to 6 Other 309 173 136 2 to 12 Purchased research and development 4,687 — 4,687 Indefinite Other intangible assets $ 467,251 $ 125,825 $ 341,426 |
Acquisitions, Goodwill And Other Intangible Assets | ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS Acquisitions Completed During the Six Months Ended June 30, 2020 Polyplastic In January 2020, the Company acquired 100 percent of the equity interests of Polyplastic Group B.V. (with its subsidiaries “Polyplastic”), a premier window supplier to the caravanning industry, headquartered in Rotterdam, Netherlands. The purchase price was $95.8 million, net of cash acquired, plus contingent consideration up to $7.7 million, based on future sales by this operation. The results of the acquired business have been included in the Condensed Consolidated Statements of Income since the acquisition date, primarily in the Company’s OEM Segment. As the acquisition of Polyplastic is not considered to have a material impact on the Company's financial statements, pro forma results of operations and other disclosures are not presented. The Company is validating account balances and finalizing the valuation for customer relationships and other identifiable intangible assets, net tangible assets, and the unfunded pension benefit obligation. The acquisition of this business was preliminarily recorded as of the acquisition date as follows (in thousands) : Cash consideration, net of cash acquired $ 95,766 Contingent consideration 2,796 Total fair value of consideration given $ 98,562 Customer relationship and other identifiable intangible assets $ 53,674 Net tangible assets, excluding pension obligation 15,867 Unfunded pension benefit obligation (28,665) Total fair value of net assets acquired $ 40,876 Goodwill (not tax deductible) $ 57,686 The acquisition of Polyplastic included the assumption of two partially-funded defined benefit pension plans (the "Dutch pension plans") based in the Netherlands. The Dutch pension plans, which are qualified defined benefit pension plans, provide benefits based on years of service and average pay. The benefits earned by the employees are immediately vested. The Company funds the future obligations of the Dutch pension plans by purchasing an insurance contract from a large multi-national insurance company. Each year the Company will make premium payments to the insurance company (1) to provide for the benefit obligation of the current year of service based on each employee's age, gender, and current salary, and (2) for indexations for both active and post-active participants. The Company determines the fair value of the plan asset with the assistance of an actuary using observable inputs (Level 2), which is determined as the present value of the accrued benefits guaranteed by the insurer. The Company recorded the estimated unfunded pension benefit obligation of the Dutch pension plans during the quarter ended June 30, 2020 in other long-term liabilities on the Condensed Consolidated Balance Sheet, as information related to the plans and preliminary assumptions and actuarial reports became available. The key assumptions used to measure the benefit obligation at acquisition date were a discount rate of 1.2 percent, expected rate of return on plan assets of 1.2 percent, wage inflation of 2.0 percent, and expected indexation that conforms to the growth path established by Dutch pension law, which ranged from 0.0 percent at acquisition to 2.0 percent in 2033. The Company also recorded a deferred tax asset related to the Dutch pension plans during the quarter ended June 30, 2020. Contributions and net periodic pension costs for the Dutch pension plans were not material for the period from the acquisition date through June 30, 2020. The customer relationship intangible asset is being amortized over its estimated useful life of 15 years. The fair value of this asset was determined using a discounted cash flow model, which is a level 3 input in the fair value hierarchy. 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 with Measurement Period Adjustments During the Six Months Ended June 30, 2020 CURT In December 2019, the Company acquired 100 percent of the equity interests of CURT Acquisition Holdings, Inc. (with its subsidiaries “CURT”), a leading manufacturer and distributor of branded towing products and truck accessories for the aftermarket, headquartered in Eau Claire, Wisconsin. The purchase price was $336.6 million, net of cash acquired. The results of the acquired business have been included in the Condensed Consolidated Statements of Income since the acquisition date, primarily in the Company’s Aftermarket Segment. During the six months ended June 30, 2020, the Company adjusted the preliminary purchase price allocation reported at December 31, 2019 to account for updates to assumptions and estimates related to the fair value of intangible assets and inventories, and to adjust the purchase price for final net working capital balances. These measurement period adjustments would not have resulted in a material impact on the prior period results if the adjustments had been recognized as of the acquisition date. The purchase price allocation is subject to adjustment as additional information is obtained within the measurement period (not to exceed 12 months from the acquisition date). The acquisition of this business was recorded, as updated, on the acquisition date as follows (in thousands) : Preliminary at December 31, 2019 Measurement Period Adjustments As Adjusted at June 30, 2020 Cash consideration, net of cash acquired $ 337,640 $ (1,053) $ 336,587 Assets Acquired Accounts receivable $ 28,611 $ — $ 28,611 Inventories 88,765 (6,648) 82,117 Fixed assets 24,036 — 24,036 Customer relationship 112,000 (7,800) 104,200 Tradename and other identifiable intangible assets 37,705 (300) 37,405 Operating lease right-of-use assets 27,925 — 27,925 Other tangible assets 4,060 (1,550) 2,510 Liabilities Assumed Accounts payable (18,577) — (18,577) Current portion of operating lease obligations (5,360) — (5,360) Accrued expenses and other current liabilities (10,002) — (10,002) Operating lease obligations (22,565) — (22,565) Deferred taxes (31,877) 1,752 (30,125) Total fair value of net assets acquired $ 234,721 $ (14,546) $ 220,175 Goodwill (not tax deductible) $ 102,919 $ 13,493 $ 116,412 The fair values of the customer relationship and tradename intangible assets are being amortized over their estimated useful lives of 16 years and 20 years, respectively. The fair values of these assets were determined using a discounted cash flow model, which is a level 3 input in the fair value hierarchy. 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. Lewmar Marine Ltd. In August 2019, the Company acquired 100 percent of the equity interests of Lewmar Marine Ltd. and related entities (collectively, “Lewmar”), a supplier of leisure marine equipment, headquartered in Havant, United Kingdom. The purchase price was $43.2 million, net of cash acquired. The results of the acquired business have been included in the Condensed Consolidated Statements of Income since the acquisition date in the Company’s OEM Segment and Aftermarket Segment. As the acquisition of Lewmar is not considered to have a material impact on the Company’s financial statements, pro forma results of operations and other disclosures are not presented. During the six months ended June 30, 2020, the Company adjusted the preliminary purchase price allocation reported at December 31, 2019 to account for updates to assumptions and estimates related to the fair value of intangible assets and inventories. These measurement period adjustments would not have resulted in a material impact on the prior period results if the adjustments had been recognized as of the acquisition date. The acquisition of this business was recorded, as updated, on the acquisition date as follows (in thousands) : Preliminary at December 31, 2019 Measurement Period Adjustments As Adjusted at June 30, 2020 Cash consideration, net of cash acquired $ 43,224 $ — $ 43,224 Customer relationship and other identifiable intangible assets $ 19,580 $ 2,170 $ 21,750 Net tangible assets 3,286 (705) 2,581 Total fair value of net assets acquired $ 22,866 $ 1,465 $ 24,331 Goodwill (not tax deductible) $ 20,358 $ (1,465) $ 18,893 The customer relationship 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. Goodwill Goodwill by reportable segment was as follows: (In thousands) OEM Segment Aftermarket Segment Total Net balance – December 31, 2019 $ 215,620 $ 135,494 $ 351,114 Acquisitions – 2020 57,686 — 57,686 Measurement period adjustments (2,346) 12,613 10,267 Foreign currency translations 70 (298) (228) Net balance – June 30, 2020 $ 271,030 $ 147,809 $ 418,839 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. Other Intangible Assets Other intangible assets consisted of the following at June 30, 2020: (In thousands) Gross Accumulated Net Estimated Useful Customer relationships $ 345,491 $ 81,947 $ 263,544 6 to 16 Patents 87,622 46,707 40,915 3 to 19 Trade names (finite life) 61,092 9,369 51,723 3 to 20 Trade names (indefinite life) 7,600 — 7,600 Indefinite Non-compete agreements 6,379 4,256 2,123 3 to 6 Other 309 186 123 2 to 12 Purchased research and development 4,687 — 4,687 Indefinite Other intangible assets $ 513,180 $ 142,465 $ 370,715 Other intangible assets consisted of the following at December 31, 2019: (In thousands) Gross Accumulated Net Estimated Useful Customer relationships $ 319,934 $ 69,008 $ 250,926 6 to 16 Patents 76,206 44,611 31,595 3 to 19 Trade names (finite life) 50,917 7,086 43,831 3 to 20 Trade names (indefinite life) 7,600 — 7,600 Indefinite Non-compete agreements 7,598 4,947 2,651 3 to 6 Other 309 173 136 2 to 12 Purchased research and development 4,687 — 4,687 Indefinite Other intangible assets $ 467,251 $ 125,825 $ 341,426 |