On August 29, 2011, the Company acquired the business and assets of Starquest Products, LLC and its affiliated company. Starquest had annual sales of approximately $22 million, comprised primarily of windows for truck caps, which are fiberglass enclosures that fit over the bed of pick-up trucks, painted to automotive standards and designed to exact truck bed specifications. Starquest also manufactures windows and doors for horse trailers and certain types of buses. The purchase price of $22.6 million was funded from available cash plus approximately $12 million of borrowings pursuant to the Company's $50 million line of credit, plus contingent consideration based on future sales of certain products. The results of the acquired business have been included in the Company's RV Segment and in the Condensed Consolidated Statement of Income since the acquisition date.

The acquisition of this business was recorded on the acquisition date as follows (in thousands):


Cash consideration	$	22,600
Contingent consideration		40
Total fair value of consideration given	$	22,640

Customer relationships	$	12,540
Other identifiable intangible assets		1,884
Net tangible assets		2,871
Total fair value of net assets acquired	$	17,295

Goodwill (tax deductible)	$	5,345

The customer relationships intangible asset will be amortized over its estimated useful life of 15 years. The consideration given was greater than the fair value of the assets acquired, resulting in goodwill, because the Company anticipates leveraging its existing experience and purchasing power with respect to these product lines.

On August 22, 2011, the Company acquired from EA Technologies, LLC the business and certain assets of the towable RV chassis and slide-out mechanism operation previously owned by Dexter Chassis Group. The acquired business had annual sales of more than $40 million. The purchase price was $13.5 million paid at closing from available cash. The results of the acquired business have been included in the Company's RV Segment and in the Condensed Consolidated Statement of Income since the acquisition date.

The acquisition of this business was recorded on the acquisition date as follows (in thousands):


Cash consideration	$	13,500

Customer relationships	$	7,060
Net tangible assets		2,340


Total fair value of net assets acquired	$	9,400
Goodwill (tax deductible)	$	4,100

The customer relationships intangible asset will be amortized over its estimated useful life of 15 years. The consideration given was greater than the fair value of the assets acquired, resulting in goodwill, because the Company anticipates leveraging its existing experience and manufacturing capacity with respect to these product lines.

On July 19, 2011, the Company acquired certain assets and business of M-Tec Corporation. The acquired business had annual sales of approximately $12 million comprised primarily of components for RVs, mobile office units and manufactured homes. The purchase price was $6.0 million paid at closing from available cash, plus contingent consideration based on future sales of existing products. The results of the acquired business have been included in either the Company's RV or MH Segments, as appropriate, and in the Condensed Consolidated Statement of Income since the acquisition date.

The acquisition of this business was recorded on the acquisition date as follows (in thousands):


Cash consideration	$	5,990
Contingent consideration		450
Total fair value of consideration given	$	6,440

Customer relationships	$	2,310
Other identifiable intangible assets		315
Net tangible assets		1,723
Total fair value of net assets acquired	$	4,348

Goodwill (tax deductible)	$	2,092

The customer relationships intangible asset will be amortized over its estimated useful life of 15 years. The consideration given was greater than the fair value of the assets acquired, resulting in goodwill, because the Company anticipates leveraging its existing manufacturing expertise and purchasing power with respect to these product lines.

On January 28, 2011, the Company acquired the operating assets and business of Home-Style Industries, and its affiliated companies. Home-Style had annual sales of approximately $12 million comprised primarily of a full line of upholstered furniture and mattresses primarily for towable RVs, in the Northwest U.S. market. The purchase price was $7.3 million paid at closing from available cash, plus contingent consideration based on future sales of existing products in specific geographic regions. The results of the acquired business have been included in the Company's RV Segment and in the Condensed Consolidated Statement of Income since the acquisition date.

The acquisition of this business was recorded on the acquisition date as follows (in thousands):


Cash consideration	$	7,250
Contingent consideration		150
Total fair value of consideration given	$	7,400

Customer relationships	$	3,350
Other identifiable intangible assets		365
Net tangible assets		2,582
Total fair value of net assets acquired	$	6,297

Goodwill (tax deductible)	$	1,103

The customer relationships intangible asset will be amortized over its estimated useful life of 12 years. The consideration given was greater than the fair value of the assets acquired, resulting in goodwill, because the Company anticipates leveraging its existing experience and purchasing power with respect to these product lines.


Goodwill

Goodwill by reportable segment was as follows (in thousands):

	MH Segment				RV Segment			Total

Accumulated cost – December 31, 2010	$	9,251		$	48,773		$	58,024
Accumulated impairment – December 31, 2010		(9,251	)		(41,276	)		(50,527	)
Net balance – December 31, 2010		-			7,497			7,497
Acquisitions - 2011		774			11,866			12,640
Net balance – September 30, 2011	$	774		$	19,363		$	20,137

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, and is based on fair value, determined using discounted cash flows, appraised values or management's estimates. No impairment tests were required or performed during the nine months ended September 30, 2011.

Other intangible assets consisted of the following at September 30, 2011 (in thousands):


		Gross		Accumulated		Net	Estimated Useful
		Cost		Amortization		Balance	Life in Years

Customer relationships	$	50,415	$	13,445	$	36,970	3	to 16
Patents		46,008		10,170		35,838	2	to 19
Tradenames		8,069		3,137		4,932	3	to 15


Non-compete agreements		4,136		1,130		3,006	3	to 7
Other intangible assets	$	108,628	$	27,882	$	80,746

At September 30, 2011, other intangible assets included $2.9 million related to the Company's marine and leisure operation, which sells trailers primarily for hauling small and medium-sized boats and related axles. Over the last several years, industry shipments of small and medium-sized boats have declined significantly. From time to time throughout this period, the Company conducted impairment analyses on these operations, and the estimated fair value of these operations continued to exceed the corresponding carrying values, thus no impairment has been recorded. A further downturn in industry shipments of small and medium-sized boats, or in the profitability of the Company's operations, could result in a future non-cash impairment charge for the related other intangible assets. No impairment tests were required or performed during the nine months ended September 30, 2011.