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Acquisitions, Goodwill And Other Intangible Assets
9 Months Ended
Sep. 30, 2013
Acquisitions, Goodwill And Other Intangible Assets [Abstract]  
Acquisitions, Goodwill And Other Intangible Assets

3. Acquisitions, Goodwill and Other Intangible Assets Acquisitions in 2013

Midstates Tool & Die and Engineering, Inc.

     On June 24, 2013, the Company acquired the business and certain assets of Midstates Tool & Die and Engineering, Inc. ("Midstates"). Midstates is a manufacturer of tools and dies, as well as automation equipment. The acquired business had annualized sales of approximately $2 million. The results of the acquired business have been included in the Company's RV Segment and in the Condensed Consolidated Statements of Income since the acquisition date.

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


Cash consideration $ 1,451
 
Working capital, net $ 13
Non-compete agreement   40
Net tangible assets   1,023
Total fair value of net assets acquired $ 1,076
 
Goodwill (taxdeductible) $ 375

 

     The consideration given was greater than the fair value of assets acquired, resulting in goodwill, because the Company anticipates the automation capabilities of the acquired business will help to improve its operating efficiencies.

Acquisitions in 2012

RV Entry Door Operation

     On February 21, 2012, the Company acquired the business and certain assets of the U.S. 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 subsequent 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 (taxdeductible) $ 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)   RV Segment     MH Segment     Total  
Accumulated cost – December 31, 2012 $ 61,679   $ 10,025   $ 71,704  
Accumulated impairment – December 31, 2012   (41,276 )   (9,251 )   (50,527 )
Net balance – December 31, 2012   20,403     774     21,177  
Acquisitions – 2013   375     -     375  
Net balance – September 30, 2013 $ 20,778   $ 774   $ 21,552  

 

     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, 2013.

Other Intangible Assets

Other intangible assets consisted of the following at September 30, 2013: