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Acquisitions, Goodwill And Other Intangible Assets
12 Months Ended
Dec. 31, 2020
Acquisitions, Goodwill And Other Intangible Assets [Abstract]  
Acquisitions, Goodwill and Other Intangible Assets ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS
Acquisitions in 2020

Veada

In December 2020, the Company acquired 100 percent of the outstanding capital stock of Veada Industries, Inc. ("Veada"), a manufacturer and distributor of boat seating and marine accessories based in New Paris, Indiana. The purchase price was $69.0 million, net of cash acquired, which includes holdback payments of $12.2 million to be paid over the next two years. The holdback payments are recorded in the Consolidated Balance Sheet in accrued expenses and other current liabilities ($10.4 million) and other long-term liabilities ($1.8 million) at December 31, 2020. The results of the acquired business have been included in the Consolidated Statements of Income since the acquisition date, primarily in the Company's OEM Segment. As the acquisition of Veada 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 the acquisition. The acquisition of this business was preliminarily recorded on the acquisition date as follows (in thousands):
Cash consideration$56,760 
Holdback payment12,219 
Total value of consideration given$68,979 
Customer relationship$30,000 
Other identifiable intangible assets7,250 
Net tangible assets8,864 
Total fair value of net assets acquired$46,114 
Goodwill (not tax deductible)$22,865 

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.

Challenger

In November 2020, the Company acquired substantially all of the business assets of Challenger Door, LLC ("Challenger"), a leading manufacturer and distributor of branded doors for the RV industry and products for specialty and cargo trailers, based in Nappanee, Indiana. The purchase price was $35.0 million, which includes holdback payments of $4.5 million to be paid over the next two years. The holdback payments are recorded in the Consolidated Balance Sheet in accrued expenses and other current liabilities ($3.5 million) and other long-term liabilities ($1.0 million) at December 31, 2020. The results of the acquired business have been included in the Consolidated Statements of Income since the acquisition date, primarily in the Company’s OEM Segment. As the acquisition of Challenger 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 the acquisition. The acquisition of this business was preliminarily recorded on the acquisition date as follows (in thousands):
Cash consideration$30,461 
Holdback payment4,500 
Total value of consideration given$34,961 
Customer relationship and other identifiable intangible assets$12,900 
Net tangible assets8,983 
Total fair value of net assets acquired$21,883 
Goodwill (tax deductible)$13,078 

The customer relationship intangible asset is being amortized over its estimated useful life of 7 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.

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 caravaning 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 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 acquisition of this business was recorded as of the acquisition date as follows (in thousands):
Cash consideration, net of cash acquired$95,766 
Contingent consideration2,796 
Total fair value of consideration given$98,562 
Customer relationship$37,012 
Other identifiable intangible assets26,614 
Net tangible assets, excluding pension obligation14,247 
Unfunded pension benefit obligation$(28,665)
Total fair value of net assets acquired$49,208 
Goodwill (not tax deductible)$49,354 

The acquisition of Polyplastic included the assumption of two partially-funded defined benefit pension plans (the "Dutch pension plans") based in the Netherlands. See Note 7 for a description of the Dutch pension plans. 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 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 the acquisition date were a discount rate of 1.2 percent, an 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 2034 and thereafter. The Company also recorded a deferred tax asset related to the Dutch pension plans, which is included in net tangible assets in the above table.
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 in 2019

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 Consolidated Statements of Income since the acquisition date, primarily in the Company’s Aftermarket Segment.

During the year ended December 31, 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 acquisition of this business was recorded, as updated, on the acquisition date as follows (in thousands):
Preliminary at December 31, 2019Measurement Period AdjustmentsAs Adjusted at December 31, 2020
Cash consideration, net of cash acquired$337,640 $(1,053)$336,587 
Assets Acquired
Accounts receivable$28,611 $— $28,611 
Inventories88,765 (6,648)82,117 
Fixed assets24,036 — 24,036 
Customer relationship112,000 (7,800)104,200 
Tradename and other identifiable intangible assets37,705 (300)37,405 
Operating lease right-of-use assets27,925 — 27,925 
Other tangible assets4,060 (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.

The Company incurred costs during the year ended December 31, 2019 related specifically to this acquisition of $1.0 million, which are included in selling, general, and administrative expenses in the Consolidated Statements of Income.
PWR-ARM

In November 2019, the Company acquired the PWR-ARM brand and electric powered Bimini business assets of Schwintek, Inc. (“PWR-ARM”), a premier electric sunshade solution for pontoon and smaller power boats. The purchase price was $45.0 million, which included holdback payments of $5.0 million to be paid over the subsequent two years. The results of the acquired business have been included in the Consolidated Statements of Income since the acquisition date, primarily in the Company’s OEM Segment.

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 (“U.K.”). The purchase price was $43.2 million, net of cash acquired. The results of the acquired business have been included in the Consolidated Statements of Income since the acquisition date, primarily in the Company’s OEM Segment.

Other Acquisitions in 2019

During fiscal 2019, the Company completed four other acquisitions totaling $26.9 million of purchase consideration, net of cash acquired.

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., 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 in the Consolidated Statements of Income since the acquisition date, primarily in the Company’s OEM Segment.

ST.LA. S.r.l.

In June 2018, the Company acquired 100 percent of the equity interests of ST.LA. S.r.l., 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. The results of the acquired business have been included in the Consolidated Statements of Income since the acquisition date, primarily in the Company’s OEM Segment.

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 in the Consolidated Statements of Income since the acquisition date, primarily in the Company’s OEM Segment.

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 in the Consolidated Statements of Income since the acquisition date, primarily in the Company’s OEM Segment.
Goodwill

Changes in the carrying amount of goodwill by reportable segment were as follows:
(In thousands)OEM SegmentAftermarket SegmentTotal
Net balance – December 31, 2018$160,257 $19,911 $180,168 
Acquisitions – 201957,245 115,178 172,423 
Other(1,882)405 (1,477)
Net balance – December 31, 2019215,620 135,494 351,114 
Acquisitions – 202084,774 523 85,297 
Measurement period adjustments(2,251)12,613 10,362 
Foreign currency translation7,810 145 7,955 
Net balance – December 31, 2020$305,953 $148,775 $454,728 

The Company performed its annual goodwill impairment procedures for all of its reporting units as of November 30, 2020, 2019, and 2018, and concluded no goodwill impairment existed at that time. The Company plans to update its assessment as of November 30, 2021, 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. The goodwill balance as of each of December 31, 2020, 2019, and 2018 included $50.5 million of accumulated impairment, which occurred prior to December 31, 2018.

Other Intangible Assets

Other intangible assets, by segment, at December 31 were as follows:
(In thousands)20202019
OEM Segment$260,778 $164,047 
Aftermarket Segment160,107 177,379 
Other intangible assets$420,885 $341,426 

Other intangible assets consisted of the following at December 31, 2020:
(In thousands)Gross
Cost
Accumulated
Amortization
Net
Balance
Estimated Useful
Life in Years
Customer relationships$398,613 $95,443 $303,170 6to17
Patents92,128 47,090 45,038 3to20
Trade names (finite life)69,686 11,272 58,414 3to20
Trade names (indefinite life)7,600 — 7,600 Indefinite
Non-compete agreements6,478 4,617 1,861 3to6
Other309 194 115 2to12
Purchased research and development4,687 — 4,687 Indefinite
Other intangible assets$579,501 $158,616 $420,885 
The Company performed its annual impairment test for indefinite lived intangible assets as of November 30, 2020, 2019, and 2018, and concluded no impairment existed at that time.

Other intangible assets consisted of the following at December 31, 2019:
(In thousands)Gross
Cost
Accumulated
Amortization
Net
Balance
Estimated Useful
Life in Years
Customer relationships$319,934 $69,008 $250,926 6to17
Patents76,206 44,611 31,595 3to19
Trade names (finite life)50,917 7,086 43,831 3to20
Trade names (indefinite life)7,600 — 7,600 Indefinite
Non-compete agreements7,598 4,947 2,651 3to6
Other309 173 136 2to12
Purchased research and development4,687 — 4,687 Indefinite
Other intangible assets$467,251 $125,825 $341,426 

Amortization expense related to other intangible assets was as follows for the years ended December 31:
(In thousands)202020192018
Cost of sales$5,101 $5,200 $5,350 
Selling, general and administrative expense32,772 18,558 15,912 
Amortization expense$37,873 $23,758 $21,262 

Estimated amortization expense for other intangible assets for the next five years is as follows:
(In thousands)20212022202320242025
Cost of sales$5,554 $5,208 $4,782 $4,329 $3,465 
Selling, general and administrative expense35,945 35,453 34,801 33,781 31,444 
Amortization expense$41,499 $40,661 $39,583 $38,110 $34,909