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Acquisitions, Goodwill And Other Intangible Assets
12 Months Ended
Dec. 31, 2018
Acquisitions, Goodwill And Other Intangible Assets [Abstract]  
Acquisitions, Goodwill and Other Intangible Assets ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS 
Acquisitions in 2018

Smoker Craft Furniture

In November 2018, the Company acquired the business and certain assets of the furniture manufacturing operation of Smoker Craft Inc., (“Smoker Craft”), a leading pontoon, aluminum fishing, and fiberglass boat manufacturer located in New Paris, Indiana. The purchase price was $28.1 million paid at closing. The results of the acquired business have been included primarily in the Company’s OEM Segment and in the 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$28,091 
Customer relationship and other identifiable intangible assets$18,540 
Net tangible assets1,357 
Total fair value of net assets acquired$19,897 
Goodwill (tax deductible)$8,194 

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.

ST.LA. S.r.l.

In June 2018, the Company acquired 100 percent of the equity interests of ST.LA. S.r.l., (“STLA”), a manufacturer of bed lifts and other RV components for the European caravan market, headquartered in Pontedera, Italy. The purchase price was $14.8 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 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$14,845 
Customer relationships and other identifiable intangible assets$7,000 
Net tangible assets296 
Total fair value of net assets acquired$7,296 
Goodwill (not tax deductible)$7,549 
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.

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 purchase price was $51.5 million paid at closing. The results of the acquired business have been included primarily in the Company’s OEM Segment and in the Consolidated Statements of Income since the acquisition date. The allocation of the purchase price was as follows (in thousands):
Cash consideration$51,460 
Customer relationships and other identifiable intangible assets$21,500 
Net tangible assets11,990 
Total fair value of net assets acquired$33,490 
Goodwill (tax deductible)$17,970 

The customer relationships intangible asset is being amortized over its estimated useful life of 13 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 purchase price was $90.4 million, net of cash acquired, paid at closing. The results of the acquired business have been included primarily in the Company’s OEM Segment and in the Consolidated Statements of Income since the acquisition date. The allocation of the purchase price was as follows (in thousands):
Cash consideration, net of cash acquired$90,396 
Customer relationships$10,900 
Trade name7,600 
Other identifiable intangible assets4,200 
Net tangible assets45,342 
Total fair value of net assets acquired$68,042 
Goodwill (tax deductible)$22,354 

The customer relationships intangible asset is being amortized over its estimated useful life of 15 years. The trade name intangible asset was determined to have an indefinite life and is not amortized, but will be evaluated annually for impairment. 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 in 2017

Metallarte S.r.l.

In June 2017, the Company acquired 100 percent of the equity interests of Metallarte S.r.l., (“Metallarte”), a manufacturer of entry and compartment doors for the European caravan market located near Siena, Italy, and its subsidiary, RV Doors, S.r.l., a manufacturer of driver-side doors located near Venice, Italy. The purchase price was $14.1 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 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$13,501 
Contingent consideration2,366 
Total fair value of consideration given$15,867 
  
Customer relationships$7,311 
Other identifiable intangible assets1,942 
Net other liabilities(327)
Total fair value of net assets acquired$8,926 
  
Goodwill (not tax deductible)$6,941 

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.

Lexington

In May 2017, the Company acquired the business and certain assets of Lexington LLC, (“Lexington”), a manufacturer of high quality seating solutions for the marine, RV, transportation, medical and office furniture industries located in Elkhart, Indiana. The purchase price was $40.1 million paid at closing. The results of the acquired business have been included primarily in the Company’s OEM Segment and in the 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$40,062 
  
Customer relationships$16,900 
Other identifiable intangible assets1,820 
Net tangible assets4,928 
Total fair value of net assets acquired$23,648 
  
Goodwill (tax deductible)$16,414 

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.

SessaKlein S.p.A.

In February 2017, the Company acquired 100 percent of the outstanding shares of SessaKlein S.p.A., (“SessaKlein”), a manufacturer of highly engineered side window systems for both high speed and commuter trains, located near Varese, Italy. The purchase price was $6.5 million paid at closing, net of cash acquired, 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
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 consideration3,838 
Total fair value of consideration given$10,340 
  
Identifiable intangible assets$2,286 
Net tangible assets364 
Total fair value of net assets acquired$2,650 
  
Goodwill (not tax deductible)$7,690 

Acquisitions in 2016

Camping Connection

In November 2016, the Company acquired the service centers and related business of Camping Connection, Inc., an RV repair and service provider located in Myrtle Beach, South Carolina and Kissimmee, Florida. The purchase price was $2.0 million paid at closing.

Atwood Seating and Chassis Components

In November 2016, the Company acquired the business, manufacturing facility and certain assets of the seating and chassis components business of Atwood Mobile Products, LLC, (“Atwood”), a subsidiary of Dometic Group, located in Elkhart, Indiana. The purchase price was $12.5 million paid at closing. The results of the acquired business have been included primarily in the Company’s OEM Segment and in the 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$12,463 
  
Customer relationships$1,500 
Net other assets10,915 
Total fair value of net assets acquired$12,415 

The customer relationships intangible asset is being amortized over its estimated useful life of 15 years.

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”), a manufacturer of innovative, space-saving bed lifts and retractable steps, located near Florence, Italy. 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 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$16,618 
Contingent consideration1,322 
Total fair value of consideration given$17,940 
  
Customer relationships$9,696 
Other identifiable intangible assets6,141 
Net other liabilities(3,482)
Total fair value of net assets acquired$12,355 
  
Goodwill (not tax deductible)$5,585 

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.

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 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 assets2,378 
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 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 relationship$8,100 
Net tangible assets1,307 
Total fair value of net assets acquired$9,407 
  
Goodwill (tax deductible)$593 
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 leveraging its existing experience and manufacturing capacity with respect to these product lines.

Goodwill

Changes in the carrying amount of goodwill by reportable segment were as follows:
(In thousands)OEM SegmentAftermarket SegmentTotal
Net balance – December 31, 2016$74,663 $14,535 $89,198 
Acquisitions – 201729,772 — 29,772 
Other5,206 5,213 
Net balance – December 31, 2017109,641 14,542 124,183 
Acquisitions – 201850,698 5,369 56,067 
Other(82)— (82)
Net balance – December 31, 2018$160,257 $19,911 $180,168 

The Company performed its annual goodwill impairment procedures for all of its reporting units as of November 30, 2018, 2017 and 2016, and concluded no goodwill impairment existed at that time. The Company plans to update its assessment as of November 30, 2019, or sooner if events occur or circumstances change that could more likely than not reduce the fair value of a reporting unit below its carrying value. In conjunction with the Company’s change in reportable segments during the second quarter of 2016, 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. The goodwill balance as of each of December 31, 2018, 2017 and 2016 included $50.5 million of accumulated impairment, which occurred prior to December 31, 2016.

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, by segment, at December 31 were as follows:
(In thousands)20182017
OEM Segment$159,803 $116,648 
Aftermarket Segment16,539 13,484 
Other intangible assets$176,342 $130,132 

Other intangible assets consisted of the following at December 31, 2018:
(In thousands)Gross
Cost
Accumulated
Amortization
Net
Balance
Estimated Useful
Life in Years
Customer relationships$191,919 $54,889 $137,030 6to16
Patents58,787 40,079 18,708 3to19
Trade names (finite life)10,885 5,507 5,378 3to15
Trade names (indefinite life)7,600 — 7,600 Indefinite
Non-compete agreements6,919 4,148 2,771 3to6
Other309 141 168 2to12
Purchased research and development4,687 — 4,687 Indefinite
Other intangible assets$281,106 $104,764 $176,342 
The Company performed its annual intangible asset and other long-lived asset impairment procedures for all of its reporting units as of November 30, 2018, 2017 and 2016, and concluded no intangible asset and other long-lived asset impairment existed at that time.

Other intangible assets consisted of the following at December 31, 2017:
(In thousands)Gross
Cost
Accumulated
Amortization
Net
Balance
Estimated Useful
Life in Years
Customer relationships$138,687 $42,276 $96,411 6to16
Patents57,576 38,764 18,812 3to19
Trade names10,995 5,381 5,614 3to15
Non-compete agreements8,536 4,128 4,408 3to6
Other309 109 200 2to12
Purchased research and development4,687 — 4,687 Indefinite
Other intangible assets$220,790 $90,658 $130,132 

Amortization expense related to other intangible assets was as follows for the years ended December 31:
(In thousands)201820172016
Cost of sales$5,350 $5,631 $5,967 
Selling, general and administrative15,912 13,942 11,791 
Amortization expense$21,262 $19,573 $17,758 

Estimated amortization expense for other intangible assets for the next five years is as follows:
(In thousands)20192020202120222023
Cost of sales$4,600 $3,200 $2,300 $1,700 $1,300 
Selling, general and administrative17,000 16,000 15,400 15,000 14,300 
Amortization expense$21,600 $19,200 $17,700 $16,700 $15,600