ACQUISITIONS (Tables)

12 Months Ended

Dec. 31, 2012

ACQUISITIONS [Abstract]

Estimated fair values of assets acquired and liabilities assumed

Décor Mfg., LLC

Assets acquired and liabilities assumed in the acquisition were recorded on the Company's 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 in the second quarter of 2012.  The following summarizes the fair values of the assets acquired and the liabilities assumed as of the date of acquisition:

(thousands)
Trade receivables	$	1,280
Inventories		903
Property, plant and equipment		400
Prepaid expenses		22
Accounts payable and accrued liabilities		(1,375	)
Intangible assets		1,663
Goodwill		1,440
Total net purchase price	$	4,333

Gustafson Lighting

Assets acquired and liabilities assumed in the acquisition were recorded on the Company's 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 in the fourth quarter of 2012.  The following summarizes the fair values of the assets acquired and the liabilities assumed as of the date of acquisition:

(thousands)
Trade receivables	$	982
Inventories		1,262
Property, plant and equipment		1,221
Prepaid expenses		20
Accounts payable and accrued liabilities		(816	)
Intangible assets		337
Gain on acquisition of business		(223	)
Total net purchase price	$	2,783

Creative Wood Designs, Inc.

The acquisition was funded through borrowings under the Company's 2011 Credit Facility.  Assets acquired and liabilities assumed in the acquisition were recorded on the Company's consolidated statements of financial position at their estimated fair values as of the date of the acquisition. The final purchase price was determined during the first quarter of 2013, at which time the purchase price allocation and all required purchase accounting adjustments were finalized.   The following summarizes the fair values of the assets acquired and the liabilities assumed as of the date of acquisition:

(thousands)
Trade receivables	$	927
Inventories		1,423
Property, plant and equipment		1,429
Prepaid expenses		24
Accounts payable and accrued liabilities		(1,570	)
Other liabilities		(958	)
Intangible assets		757
Goodwill		994
Total net purchase price	$	3,026

Middlebury Hardwood Products, Inc.

Assets acquired and liabilities assumed in the acquisition were recorded on the Company's consolidated statements of financial position at their estimated fair values as of the date of the acquisition.  The final purchase price was determined during the first quarter of 2013, at which time the purchase price allocation and all required purchase accounting adjustments were finalized.   The following summarizes the fair values of the assets acquired and the liabilities assumed as of the date of acquisition:

(thousands)
Trade receivables	$	1,872
Inventories		1,719
Property, plant and equipment		7,171
Prepaid expenses		144
Accounts payable and accrued liabilities		(1,223	)
Intangible assets		6,470
Goodwill		3,609
Total net purchase price	$	19,762

A.I.A. Countertops, LLC

In September 2011, the Company acquired certain assets of Syracuse, Indiana-based A.I.A. Countertops, LLC ("AIA"), a fabricator of solid surface, granite, quartz and laminated countertops, backsplashes, tables, signs, and other products for the RV and commercial markets, for a net purchase price of $5.5 million.  This acquisition expanded the Company's product offerings to its existing customer base in the RV industry and industrial market sectors.  The results of operations for AIA are included in the Company's consolidated financial statements and the Manufacturing operating segment from the date of acquisition.  The excess of the purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which represents the value of leveraging the Company's existing manufacturing, sales, and systems resources with the organizational talent and expertise of the AIA team to maximize efficiencies, revenue impact, market share growth, and net income.   

The acquisition was primarily funded through borrowings under the Company's 2011 Credit Facility and subordinated financing provided by Northcreek Mezzanine Fund I, L.P. ("Northcreek") and an affiliate of Northcreek, in the form of secured senior subordinated notes.  In addition, certain former members of AIA's ownership group were issued a note receivable from the Company.  See Note 11 for further details.

Assets acquired and liabilities assumed in the acquisition were recorded on the Company's consolidated statements of financial position at their estimated fair values as of the date of the acquisition.  The following summarizes the fair values of the assets acquired and the liabilities assumed as of the date of acquisition:

(thousands)
Trade receivables	$	1,144
Inventories		222
Property, plant and equipment		667
Prepaid expenses		26
Accounts payable and accrued liabilities		(1,381	)
Intangible assets		3,704
Goodwill		1,163
Total net purchase price	$	5,545

Blazon International Group

In August 2010, the Company acquired certain assets of Bristol, Indiana-based Blazon International Group ("Blazon"), a distributor of wiring, electrical, plumbing and other building products to the RV and MH industries for approximately $3.8 million.  This acquisition added new products and expanded the Company's existing RV and MH distribution presence.  The results of operations for Blazon are included in the Company's consolidated financial statements and the Distribution operating segment from the date of acquisition.  The excess of the purchase consideration over the fair value of the net assets acquired was recorded as goodwill, which represents the value of leveraging the Company's existing purchasing, manufacturing, sales, and systems resources with the organizational talent and expertise of the Blazon team to maximize efficiencies, revenue impact, market share growth, and net income.

Assets acquired and liabilities assumed in the acquisition were recorded on the Company's consolidated statements of financial position at their estimated fair values as of the date of the acquisition.  The following summarizes the fair values of the assets acquired and the liabilities assumed as of the date of acquisition:

(thousands)
Trade receivables	$	1,247
Inventories		2,612
Prepaid expenses		22
Accounts payable		(1,019	)
Intangible assets		795
Goodwill		105
Total purchase price	$	3,762

Unaudited pro forma information

The following unaudited pro forma information assumes the Middlebury Hardwoods, Creative Wood, Décor, AIA, and Blazon acquisitions occurred as of the beginning of the year immediately preceding each such acquisition.  The pro forma information contains the actual operating results of Middlebury Hardwoods, Creative Wood, Décor, AIA and Blazon combined with the results prior to the acquisition dates in October 2012, September 2012, March 2012, September 2011, and August 2010, respectively, adjusted to reflect the pro forma impact of the acquisitions occurring as of the beginning of the year immediately preceding each such acquisition.  In addition, the pro forma information includes amortization expense related to intangible assets acquired in the Middlebury Hardwoods, Creative Wood, Décor, AIA and Blazon acquisitions of approximately $1.5 million in the aggregate for the years ended December 31, 2012 and 2011, and approximately $0.6 million related to intangible assets acquired in the AIA and Blazon acquisitions for the year ended December 31, 2010.  Pro forma information related to the Gustafson, Infinity Graphics, Praxis, and 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)	2012		2011		2010
Revenue	$	485,022	$	387,862	$	305,940
Net income		29,851		11,125		1,454
Income per share – basic		2.83		1.14		0.16
Income per share – diluted		2.81		1.10		0.15