XML 24 R10.htm IDEA: XBRL DOCUMENT  v2.3.0.11
ACQUISITIONS
6 Months Ended
Jun. 26, 2011
Business Combinations [Abstract]  
ACQUISITION
5.        ACQUISITIONS
 
Praxis
 
In June 2011, the Company acquired certain assets of Praxis, a manufacturer and distributor of countertops, foam products, shower doors and furniture products to the recreational vehicle industry.  This acquisition expanded the Company's product offerings to its existing customer base in the recreational vehicle industry. The fair value of the identifiable assets acquired and liabilities assumed of $0.7 million exceeded the fair value of the purchase price of the business of $0.5 million.  As a result, the Company recognized a gain of $0.2 million, net of tax, associated with the acquisition. The gain is included in the line item “Gain on sale of fixed assets and acquisition of business” in the 2011 condensed consolidated statements of operations.

The intangible assets acquired in the acquisition of $0.4 million were recorded on the Company's condensed consolidated statements of financial position at their estimated fair values as of the date of the acquisition.  The results of operations for Praxis are included in the Company's condensed consolidated financial statements and the Manufacturing and Distribution operating segments from the date of acquisition.  In addition to the intangible assets acquired, the Company acquired typical working capital items of trade receivables and inventories, net of accounts payables assumed, of $0.1 million, and property, plant and equipment of $0.2 million.
 
Quality Hardwoods Sales
 
In January 2010, the Company acquired certain assets of the cabinet door business of Quality Hardwoods Sales (“Quality Hardwoods”), a limited liability company, for $2.0 million.  This acquisition added new products and expanded the Company's existing cabinet door business.  The assets acquired in the acquisition, including inventories of $0.7 million, goodwill of $0.7 million, and other intangible assets of $0.6 million, were recorded on the Company's condensed consolidated statements of financial position at their estimated fair values as of the date of the acquisition.  The results of operations for Quality Hardwoods are included in the Company's condensed consolidated financial statements and the Manufacturing operating segment from the date of acquisition.

Blazon International Group
 
In August 2010, the Company acquired certain assets of Blazon International Group (“Blazon”), a Bristol, Indiana-based distributor of wiring, electrical, plumbing and other building products to the recreational vehicle and manufacturing housing industries.  This acquisition added new products and expanded the Company's existing recreational vehicle and manufactured housing distribution presence.  The results of operations for Blazon are included in the Company's condensed consolidated financial statements and the Distribution operating segment from the date of acquisition.

Assets acquired and liabilities assumed in the acquisition were recorded on the Company's condensed consolidated statements of financial position at their estimated fair values as of the date of the acquisition.  The purchase price allocation and all required purchase accounting adjustments were finalized during the fourth quarter of 2010.   In addition to the goodwill and other intangible assets acquired, the Company acquired typical working capital items of trade receivables, inventories and prepaid expenses, net of accounts payables assumed, as noted in the table below, resulting in a final total purchase price of approximately $3.8 million.
 
(thousands)
    
Trade receivables
 $1,247 
Inventories
  2,612 
Prepaid expenses
  22 
Accounts payables
  (1,019)
Intangible assets
  795 
Goodwill
  105 
        Total purchase price
 $3,762 

 
The following unaudited pro forma information assumes the Blazon acquisition occurred as of the beginning of the periods presented.  The pro forma information contains the actual combined operating results of Blazon with the results prior to the acquisition date, adjusted to reflect the pro forma impact of the acquisition occurring at the beginning of the period.  In addition, amortization expense of $46,000 and $92,000 related to intangible assets acquired in the Blazon acquisition is included in the pro forma information for the second quarter and six months ended June 27, 2010, respectively.  Pro forma information related to the Praxis and the Quality Hardwoods acquisitions is not included in the table below as their financial results were not considered to be significant to the Company's operating results for the periods presented.
 
 
(thousands except per share data)
 
Second Quarter Ended June 27, 2010
  
Six Months Ended June 27, 2010
 
Revenue
 $89,032  $157,893 
Net income
  1,853   2,811 
Income per share – basic
  0.20   0.30 
Income per share – diluted
  0.19   0.28 

The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisition been consummated as of that time, nor is it intended to be a projection of future results.