Note 15 - Acquisitions

12 Months Ended

Dec. 31, 2012

Business Combination Disclosure [Text Block]

15.               ACQUISITIONS:

All of the following acquisitions, unless otherwise noted, were considered business combinations accounted for under ASC 805 “Business Combinations.”  Pro forma information is not included in accordance with ASC 805 since no acquisitions were considered material individually or in the aggregate.

On December 31, 2012, the Company acquired certain assets of MVI Group, which operated commercial truck and bus dealerships in Ohio under the names of Miami Valley International, Center City International, CCI North Coast and Buckeye Truck Centers.  The acquisition included International, IC Bus, and Isuzu franchise locations in Akron, Cincinnati, Cleveland, Columbus, Dayton, Findlay and Lima, Ohio.  These dealerships now operate as Rush Truck Centers.  Rush Truck Leasing now operates Idealease truck rental and leasing franchises in Cincinnati, Cleveland, Columbus, Dayton and Lima, Ohio.  The transaction, including real estate, was valued at approximately $104.5 million.  The purchase price for the assets of the business was financed under the Company’s floor plan and lease and rental truck financing arrangements with the remainder paid in cash.

Property and equipment, including real estate	$	29,768
Inventory		51,501
Accounts receivable		5,638
Prepaid expenses		488
Accrued expenses		(200	)
Goodwill		17,340
Total	$	104,535

As the values of these assets and liabilities are preliminary in nature, they are subject to adjustment as additional information is obtained about the facts and circumstances that existed at the acquisition date. When the valuation is final, any changes to the preliminary valuation of acquired assets and liabilities could result in adjustments to identified intangibles and goodwill. All of the goodwill acquired in the MVI Group acquisition will be amortized over 15 years for tax purposes.

On December 5, 2011, the Company acquired certain assets of West Texas Peterbilt, which consisted of dealerships in Amarillo, Lubbock and Odessa, Texas that offer Peterbilt trucks, parts, service, financing and insurance, a parts and service facility in Dalhart, Texas and a parts facility in Hereford, Texas.  These dealerships now operate as Rush Truck Centers.  Rush Truck Leasing operates a PacLease truck rental and leasing franchise in Lubbock, Texas.  The transaction was valued at approximately $24.6 million, with the purchase price paid in cash.  The operations of West Texas Peterbilt are included in the accompanying consolidated financial statements from the date of the acquisition.  The purchase price was allocated based on the fair values of the assets at the date of acquisition as follows (in thousands):

Property and equipment, including real estate	$	5,302
Inventory		7,017
Accounts receivable		3,626
Accrued expenses		(357	)
Franchise rights		1,730
Goodwill		7,301
Total	$	24,619

The final purchase price allocation reflects an adjustment of $1.7 million from the purchase allocation due to the finalization of the franchise rights valuation. All of the goodwill acquired in the West Texas Peterbilt acquisition will be amortized over 15 years for tax purposes.

On November 5, 2011, the Company acquired certain assets of Peck Road Ford, which consisted of a Ford and Isuzu commercial vehicle dealership in Whittier, California.  The Company is operating the facility as a full-service Rush Truck Center offering Ford and Isuzu trucks, parts, service, financing and insurance.  The transaction was valued at approximately $10.0 million, with the purchase price paid in cash.  The operations of Peck Road Ford are included in the accompanying consolidated financial statements from the date of the acquisition.  The purchase price was allocated based on the fair values of the assets at the date of acquisition as follows (in thousands):

Property and equipment, including real estate	$	6,680
Inventory		2,525
Accounts receivable		771
Other		8
Accrued expenses		(79	)
Goodwill		90
Total	$	9,995

All of the goodwill acquired in the Peck Road Ford acquisition will be amortized over 15 years for tax purposes.

On March 14, 2011, the Company acquired certain assets of Asbury Automotive Atlanta L.L.C., a subsidiary of Asbury Automotive Group, Inc., which operated commercial truck and bus dealerships in the metro Atlanta area under the "Nalley Motor Trucks" name.  The acquisition included dealership locations in Atlanta and Doraville and a collision center in Atlanta.  These locations are now operating as Rush Truck Centers.  The transaction was valued at approximately $55.3 million, with the purchase price paid in cash.  The operations of Nalley Motor Trucks are included in the accompanying consolidated financial statements from the date of the acquisition.  The purchase price was allocated based on the fair values of the assets at the date of acquisition as follows (in thousands):

Inventory	$	21,004
Property and equipment		9,871
Prepaid expenses		41
Accrued expenses		(453	)
Franchise rights		2,802
Goodwill		22,022
Total	$	55,287

The final purchase price allocation reflects an adjustment of $2.8 million from the preliminary purchase allocation due to the finalization of the franchise rights valuation and $1.97 million due to the completion of real estate appraisals for property acquired.  All of the goodwill acquired in the Nalley Motor Trucks acquisition will be amortized over 15 years for tax purposes.

On February 21, 2011, the Company acquired certain assets of Heintzelman’s Truck Center, which consisted of a Ford commercial vehicle dealership in Orlando, Florida.  The Company now operates the facility as a full-service Rush Truck Center offering Ford trucks, parts, service, leasing, financing and insurance.  The transaction was valued at approximately $4.7 million, with the purchase price paid in cash.  The operations of Heintzelman’s Truck Center are included in the accompanying consolidated financial statements from the date of the acquisition.  The purchase price was allocated based on the fair values of the assets at the date of acquisition as follows (in thousands):

Inventory	$	3,125
Accounts receivable		264
Property and equipment		221
Prepaid expenses		6
Accrued expenses		(2	)
Goodwill		1,050
Total	$	4,664

All of the goodwill acquired in the Heintzelman’s Truck Center acquisition will be amortized over 15 years for tax purposes.

On October 12, 2010, the Company acquired certain assets of Metro Ford Truck Sales, Inc., which consisted of a Ford and Isuzu commercial vehicle dealership in Dallas, Texas.  The Company now operates the facility as a full-service Rush Medium-Duty Truck Center offering Ford and Isuzu medium-duty trucks, parts, service, financing and insurance.  The transaction was valued at approximately $5.6 million, with the purchase price paid in cash.  The operations of Metro Ford Truck Sales, Inc. are included in the accompanying consolidated financial statements from the date of the acquisition.  The purchase price was allocated based on the fair values of the assets at the date of acquisition as follows (in thousands):

Property and equipment, including real estate	$	1,645
Inventory		974
Accounts receivable		30
Accrued expenses		(14	)
Goodwill		2,957
Total	$	5,592

All of the goodwill acquired in the Metro Ford Truck Sales, Inc. acquisition will be amortized over 15 years for tax purposes.

On July 12, 2010, the Company acquired certain assets of Joe Cooper Truck Center, LLC, which consisted of a Ford franchise in Oklahoma City, Oklahoma.  The newly acquired Ford franchise was added to the Company’s existing dealership in Oklahoma City, Oklahoma.  The transaction was valued at approximately $1.2 million, with the purchase price paid in cash, and $1.1 million of the purchase price was allocated to goodwill based on the fair value of the assets at the date of acquisition.  The operations of Joe Cooper Truck Center, LLC are included in the accompanying consolidated financial statements from the date of the acquisition.  All of the goodwill acquired in the Joe Cooper Truck Center, LLC acquisition will be amortized over 15 years for tax purposes.

On May 24, 2010, the Company acquired certain assets of Lake City Companies, LLC and certain of its subsidiaries and affiliates (collectively, "Lake City International"). Lake City International operated a commercial truck and bus sales, service, parts, finance and leasing business representing multiple brands.  The newly acquired dealerships include five locations in Utah, five locations in Idaho and one location in Oregon.  These locations are now operating as Rush Truck Centers.  Rush Truck Leasing operates Idealease truck rental and leasing franchises at existing locations in Salt Lake City, Utah, and Boise, Idaho.  The transaction, including the real estate, was valued at approximately $71.0 million.  The purchase price for the assets of the business was paid in cash and the purchase price for the real estate was partially paid in cash with the remainder financed with long-term debt.

The operations of Lake City International are included in the accompanying consolidated financial statements from the date of the acquisition.  The purchase price has been allocated based on the fair values of the assets at the date of acquisition as follows (in thousands):

Prepaid expenses	$	205
Accounts and notes receivable		5,955
Inventories		10,722
Property and equipment, including real estate		48,790
Other assets		309
Accounts payable		(175	)
Accrued expenses		(3,622	)
Floor plan notes payable		(275	)
Notes payable		(178	)
Goodwill		9,298
Total	$	71,029

The Company financed approximately $37.5 million of the purchase price under its floor plan, accounts receivable, lease and rental truck financing arrangements and a real estate loan.  As part of the Lake City International acquisition, the Company assumed certain contingent liabilities for notes initiated on behalf of Lake City International related to the sale of commercial vehicles.  The contingent liability had an estimated fair value of $2.0 million and was recorded as an accrued liability.  For federal tax purposes the goodwill will be amortized over 15 years.