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Acquisitions, Goodwill And Other Intangible Assets
12 Months Ended
Dec. 31, 2021
Acquisitions, Goodwill And Other Intangible Assets [Abstract]  
Acquisitions, Goodwill and Other Intangible Assets ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS
Acquisitions in 2021

Exertis

In October 2021, the Company acquired certain business assets of Stampede Presentation Products, Inc. d/b/a Exertis ("Exertis"), a global distribution company, in exchange for $39.7 million. The acquisition qualifies as a business combination for accounting purposes and supports the acquisition of Furrion by allowing the Company to provide logistics and warehousing to serve Furrion's North American customer base. 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 operations of this acquisition are 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 had a pre-existing relationship with Exertis where Exertis had a prepaid asset and the Company had an equal and offsetting deferred revenue liability of $24.8 million, which was effectively settled immediately prior to the business combination. No gain or loss was recognized in the effective settlement of the deferred revenue liability. The Company is in the process of validating account balances and determining the fair value of the assets acquired and liabilities assumed for the opening balance sheet. The acquisition of this business was preliminarily recorded as of the acquisition date as follows (in thousands):

Cash consideration$39,704 
Net tangible assets31,504 
Total fair value of net assets acquired$31,504 
Goodwill (tax deductible)$8,200 
The consideration given was greater than the fair value of the net assets acquired, resulting in goodwill.

Furrion

In September 2021, the Company acquired 100 percent of the share capital of Furrion, a leading distributor of a large range of appliances and other products to OEMs and aftermarket customers in the RV, specialty vehicle, utility trailer, horse trailer, marine, transit bus, and school bus industries. The total fair value of consideration, net of cash acquired, was approximately $146.7 million. The Company paid $50.5 million in cash consideration at closing, net of cash acquired, with fixed payments of $31.3 million due on each of the first and second anniversaries of the acquisition in September 2022 and September 2023. The deferred acquisition fixed payments are recorded at their respective discounted present values in the Consolidated Balance Sheet in accrued expenses and other current liabilities and other long-term liabilities at December 31, 2021.

In 2019, the Company and Furrion agreed to terminate an exclusive distribution and supply agreement and transition all sale and distribution of Furrion products then handled by the Company to Furrion. Effective January 1, 2020, Furrion took responsibility for distributing its products directly to the customer and assumed all responsibilities previously carried out by the Company relating to Furrion products. Upon termination of the agreement, Furrion purchased from the Company all non-obsolete stock and certain obsolete and slow-moving stock of Furrion products at the cost paid by the Company. At the date of the Furrion acquisition in September 2021, the Company had a receivable balance of $35.0 million (the "Receivable from Furrion") and Furrion had a corresponding payable balance. In direct connection with the acquisition negotiations, the
receivable and payable were effectively settled in the acquisition and the receivable balance is included within the approximate $146.7 million of consideration transferred. No gain or loss was recognized in the effective settlement of the receivable.

The results of the acquired business have been included in the Consolidated Statements of Income since the acquisition date, in both the Company's OEM and Aftermarket Segments. As this acquisition 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 in the process of determining the fair value of the assets acquired and liabilities assumed for the opening balance sheet, including net working capital, fixed assets, the evaluation of technical tax matters regarding the transaction, and evaluating the various assumptions and forecasts which drive the purchase price allocation which could impact the fair value of intangible assets. The current estimates for intangible assets are based on the Company's historical acquisitions and estimated projections for the acquired company. These preliminary estimates will be updated to the valuation when it is finalized within the measurement period (not to exceed 12 months from the acquisition date) and may change materially. The acquisition of this business was preliminarily recorded as of the acquisition date as follows (in thousands):
Cash consideration, net of cash acquired$50,534 
Effective settlement of Receivable from Furrion34,956 
Discounted value of fixed deferred consideration61,191 
Total fair value of consideration given$146,681 
Customer relationships$66,300 
Other identifiable intangible assets43,900 
Other assets acquired and liabilities assumed, net(9,518)
Total fair value of net assets acquired$100,682 
Goodwill (not tax deductible)$45,999 
The Company incurred costs during the year ended December 31, 2021 related specifically to this acquisition of $2.3 million, which are included in selling, general and administrative expenses in the Consolidated Statements of Income.

The customer relationships intangible asset is being amortized over its estimated useful life of 12 years. The consideration given was greater than the fair value of the net assets acquired, resulting in goodwill.

Schaudt

In April 2021, the Company acquired 100 percent of the equity interests of Schaudt GmbH Elektrotechnik & Apparatebau ("Schaudt"), a leading supplier of electronic controls and energy management systems for the European caravan industry located in Markdorf, Germany. The purchase price was approximately $29.4 million. 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. The Company is in the process of determining the fair value of the assets acquired and liabilities assumed for the opening balance sheet, including evaluating the various assumptions and forecasts which drive the purchase price allocation which could impact the fair value of intangible assets. As the operations of this acquisition are 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 preliminarily recorded as of the acquisition date as follows (in thousands):
Cash consideration, net of cash acquired$29,383 
Customer relationships$13,322 
Other identifiable intangible assets2,640 
Other assets acquired and liabilities assumed, net(186)
Total fair value of net assets acquired$15,776 
Goodwill (not tax deductible)$13,607 
The customer relationships intangible asset is being amortized over its estimated useful life of 12 years. The consideration given was greater than the fair value of the net assets acquired, resulting in goodwill.

Ranch Hand

In April 2021, the Company acquired 100 percent of the equity interests of Kaspar Ranch Hand Equipment, LLC ("Ranch Hand"), a manufacturer of custom bumpers, grill guards, and steps for the automotive aftermarket headquartered in Shiner, Texas. The purchase price was approximately $56.9 million, plus contingent consideration up to $3.0 million. 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. As the operations of this acquisition are 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 on the acquisition date as follows (in thousands):
Cash consideration, net of cash acquired$56,857 
Contingent consideration3,000 
Total fair value of consideration given$59,857 
Customer relationships$24,500 
Other identifiable intangible assets9,100 
Net tangible assets16,923 
Total fair value of net assets acquired$50,523 
Goodwill (tax deductible)$9,334 
The customer relationships intangible asset is being amortized over its estimated useful life of 13 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.

Other Acquisitions in 2021

During the year ended December 31, 2021, the Company completed two other acquisitions totaling $17.8 million of cash purchase consideration, plus holdback payments of $2.1 million to be paid over the two years following the closings of the respective acquisitions and contingent consideration of up to $2.0 million. Holdback payments of $0.6 million were paid during the year ended December 31, 2021. The preliminary purchase price allocations resulted in $8.6 million of goodwill (tax deductible) and $7.8 million of acquired identifiable intangible assets. As these acquisitions are not considered to have a material impact on the Company's financial statements, pro forma results of operations and other disclosures are not presented.
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 included initial holdback payments of $12.2 million to be paid over the two years following the closing of the acquisition. During the year ended December 31, 2021, holdback payments of $9.9 million were paid and holdback payment requirements were reduced by $0.5 million related to net working capital true-ups. The remaining holdback payment of $1.8 million is recorded in the Consolidated Balance Sheet in accrued expenses and other current liabilities at December 31, 2021. 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 was not considered to have a material impact on the Company's financial statements, pro forma results of operations and other disclosures were not presented.
During the year ended December 31, 2021, the Company adjusted the preliminary purchase price allocation reported at December 31, 2020 to account for updates to assumptions and estimates related to the fair value of intangible assets and fixed assets, 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, 2020Measurement Period AdjustmentsAs Adjusted at December 31, 2021
Cash consideration$56,760 $(141)$56,619 
Holdback payment12,219 — 12,219 
Total value of consideration given$68,979 $(141)$68,838 
Customer relationship$30,000 $(11,400)$18,600 
Other identifiable intangible assets7,250 (2,350)4,900 
Net tangible assets8,864 3,549 12,413 
Total fair value of net assets acquired$46,114 $(10,201)$35,913 
Goodwill (not tax deductible)$22,865 $10,060 $32,925 
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.

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 included holdback payments of up to $4.5 million to be paid over the two years following the closing of the acquisition. These holdback payment requirements were reduced by $4.3 million during the year ended December 31, 2021, due to net working capital true-ups and other indemnification claims. The remaining holdback payment of $0.2 million is recorded in the Consolidated Balance Sheet in accrued expenses and other current liabilities at December 31, 2021. 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.

During the year ended December 31, 2021, the Company adjusted the preliminary purchase price allocation reported at December 31, 2020 to account for updates to net working capital balances and assumptions and estimates related to the fair value of fixed assets and intangible assets. 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.
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 Consolidated Statements of Income since the acquisition date, primarily in the Company's OEM Segment.

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. 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.

Goodwill

Changes in the carrying amount of goodwill by reportable segment were as follows:
(In thousands)OEM SegmentAftermarket SegmentTotal
Net balance – December 31, 2019$215,620 $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, 2020305,953 148,775 454,728 
Acquisitions – 202170,836 14,938 85,774 
Measurement period adjustments9,519 (23)9,496 
Foreign currency translation(6,845)27 (6,818)
Net balance – December 31, 2021$379,463 $163,717 $543,180 
The Company performed its annual goodwill impairment procedures for all of its reporting units as of November 30, 2021, 2020, and 2019, and concluded no goodwill impairment existed at that time. The Company plans to update its assessment as of November 30, 2022, 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, 2021, 2020, and 2019 included $50.5 million of accumulated impairment, which occurred prior to December 31, 2019.

Other Intangible Assets

Other intangible assets, by segment, at December 31 were as follows:
(In thousands)20212020
OEM Segment$330,930 $260,778 
Aftermarket Segment189,027 160,107 
Other intangible assets$519,957 $420,885 
Other intangible assets consisted of the following at December 31, 2021:
(In thousands)Gross
Cost
Accumulated
Amortization
Net
Balance
Estimated Useful
Life in Years
Customer relationships$487,853 $127,048 $360,805 6to17
Patents116,725 53,479 63,246 3to20
Trade names (finite life)93,994 16,497 77,497 3to20
Trade names (indefinite life)7,600 — 7,600 Indefinite
Non-compete agreements11,464 5,439 6,025 3to6
Other309 212 97 2to12
Purchased research and development4,687 — 4,687 Indefinite
Other intangible assets$722,632 $202,675 $519,957 
The Company performed its annual impairment test for indefinite lived intangible assets as of November 30, 2021, 2020, and 2019, and concluded no impairment existed at that time.

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 
Amortization expense related to other intangible assets was as follows for the years ended December 31:
(In thousands)202120202019
Cost of sales$5,783 $5,101 $5,200 
Selling, general and administrative expense41,782 32,772 18,558 
Amortization expense$47,565 $37,873 $23,758 
Estimated amortization expense for other intangible assets for the next five years is as follows:
(In thousands)20222023202420252026
Cost of sales$8,543 $8,172 $7,699 $6,701 $6,189 
Selling, general and administrative expense45,684 44,824 43,804 41,464 39,610 
Amortization expense$54,227 $52,996 $51,503 $48,165 $45,799