XML 61 R10.htm IDEA: XBRL DOCUMENT v2.4.0.6
Acquisitions, Goodwill And Other Intangible Assets
9 Months Ended
Sep. 30, 2012
Acquisitions, Goodwill And Other Intangible Assets [Abstract]  
Acquisitions, Goodwill And Other Intangible Assets

3. Acquisitions, Goodwill and Other Intangible Assets Acquisitions

Acquisitions

RV Entry Door Operation

     On February 21, 2012, the Company acquired the business and certain assets of the United States RV entry door operation of Euramax International, Inc. The acquired business had annualized sales of approximately $6 million. The purchase price was $1.7 million, of which $1.2 million was paid at closing, with the balance to be paid over the next three years. 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 $ 1,164
Present value of future payments   482
Total fair value of consideration given $ 1,646
 
Customer relationships $ 270
Other identifiable intangible assets   40
Net tangible assets   785
Total fair value of net assets acquired $ 1,095
 
Goodwill (tax deductible) $ 551

 

     The customer relationships are being amortized over their estimated useful life of 7 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 manufacturing capacity and purchasing power to reduce costs in this product line.

Goodwill

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

    MH Segment     RV Segment     Total  
 
Accumulated cost – December 31, 2011 $ 10,025   $ 61,001   $ 71,026  
Accumulated impairment – December 31, 2011   (9,251 )   (41,276 )   (50,527 )
Net balance – December 31, 2011   774     19,725     20,499  
Acquisitions – 2012   -     678     678  
Net balance – September 30, 2012 $ 774   $ 20,403   $ 21,177  

 

     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. The impairment tests are 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, 2012.

Other Intangible Assets

Other intangible assets consisted of the following at September 30, 2012 (in thousands):

    Gross   Accumulated   Net Estimated Useful
    Cost   Amortization   Balance Life in Years
 
Customer relationships $ 50,105 $ 16,782 $ 33,323 3 to 16
Patents   45,934   13,994   31,940 2 to 19
Tradenames   7,959   4,243   3,716 5 to 15
Non-compete agreements   4,988   2,212   2,776 1 to 7
Other intangible assets $ 108,986 $ 37,231 $ 71,755

 

Other intangible assets consisted of the following at December 31, 2011 (in thousands):

    Gross   Accumulated   Net Estimated Useful
    Cost   Amortization   Balance Life in Years
 
Customer relationships $ 50,645 $ 14,483 $ 36,162 3 to 16
Patents   46,139   10,651   35,488 2 to 19
Tradenames   8,069   3,408   4,661 5 to 15
Non-compete agreements   4,136   1,388   2,748 3 to 7
Other intangible assets $ 108,989 $ 29,930 $ 79,059

 

     At September 30, 2012, other intangible assets included $2.0 million related to the Company's marine and leisure operation, which sells trailers and related axles primarily for hauling small and medium-sized boats. Compared to historical averages, industry shipments of small and medium-sized boats have declined significantly over the past few years. 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.