Note 4 - Acquistions | 3 Months Ended |
Mar. 30, 2014 |
Business Combinations [Abstract] | ' |
Business Combination Disclosure [Text Block] | ' |
4 | ACQUISITIONS | | | |
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2013 Acquisitions |
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Frontline |
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In September 2013, the Company acquired the business and certain assets of Warsaw, Indiana-based Frontline, a manufacturer of fiberglass bath fixtures including tubs, showers, and combination tub/shower units for the RV, MH, and residential housing markets, for a net purchase price of $5.2 million, which includes a contingent payment based on future performance. This acquisition provided the opportunity for the Company to establish a presence in the fiberglass bath and shower surround and fixtures market and increase its product offerings, market share, and per unit content. The results of operations for Frontline are included in the Company’s condensed consolidated financial statements and the Manufacturing operating segment from the date of acquisition. The fair value of the contingent consideration arrangement was estimated by applying the income approach and included assumptions related to the probability of future payments and discounted cash flows. The excess of the purchase price 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 Frontline team to maximize efficiencies, revenue impact, market share growth, and net income. |
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The acquisition was funded through borrowings under the Company’s 2012 Credit Facility (as defined herein). 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 preliminary purchase price allocation is subject to final approval and thus, all required purchase accounting adjustments are expected to be finalized in the first half of 2014. The following summarizes the estimated fair values of the assets acquired and the liabilities assumed as of the date of acquisition: |
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(thousands) | | | | |
Trade receivables | | $ | 1,640 | |
Inventories | | | 250 | |
Property, plant and equipment | | | 917 | |
Prepaid expenses | | | 21 | |
Accounts payable and accrued liabilities | | | (2,135 | ) |
Intangible assets | | | 2,092 | |
Goodwill | | | 2,395 | |
Total net purchase price | | $ | 5,180 | |
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Premier |
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In September 2013, the Company acquired the business and certain assets of Warsaw, Indiana-based Premier, a custom fabricator of solid surface, granite, and quartz countertops for the RV, MH and residential housing markets, for a net purchase price of $2.6 million, which includes a contingent payment based on future performance. This acquisition provided the opportunity for the Company to expand its presence in the countertop market and increase its product offerings, market share, and per unit content. The results of operations for Premier are included in the Company’s condensed consolidated financial statements and the Manufacturing operating segment from the date of acquisition. The fair value of the contingent consideration arrangement was estimated by applying the income approach and included assumptions related to the probability of future payments and discounted cash flows. The excess of the purchase price 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 Premier team to maximize efficiencies, revenue impact, market share growth, and net income. |
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The acquisition was funded through borrowings under the Company’s 2012 Credit Facility. 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 preliminary purchase price allocation is subject to final approval and thus, all required purchase accounting adjustments are expected to be finalized in the first half of 2014. The following summarizes the estimated fair values of the assets acquired and the liabilities assumed as of the date of acquisition: |
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(thousands) | | | | |
Trade receivables | | $ | 791 | |
Inventories | | | 347 | |
Property, plant and equipment | | | 561 | |
Accounts payable and accrued liabilities | | | (1,357 | ) |
Intangible assets | | | 1,210 | |
Goodwill | | | 1,068 | |
Total net purchase price | | $ | 2,620 | |
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West Side |
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In September 2013, the Company acquired the business and certain assets of Goshen, Indiana-based West Side, a wholesale supplier of La-Z-Boy® recliners and the Serta® Trump Home™ mattress line, among other furniture products, to the RV market, for a net purchase price of $8.7 million. This acquisition provided the opportunity for the Company to expand its presence in the wholesale furniture business for the RV industry, and increase its product offerings, market share, and per unit content. The results of operations for West Side are included in the Company’s condensed consolidated financial statements and the Distribution operating segment from the date of acquisition. The excess of the purchase price over the fair value of the net assets acquired was recorded as goodwill, which represents the value of leveraging the Company’s existing purchasing, sales, and systems resources with the organizational talent and expertise of the West Side team to maximize efficiencies, revenue impact, market share growth, and net income. |
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The acquisition was funded through borrowings under the Company’s 2012 Credit Facility. 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 following summarizes the fair values of the assets acquired and the liabilities assumed as of the date of acquisition: |
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(thousands) | | | | |
Trade receivables | | $ | 902 | |
Inventories | | | 1,439 | |
Property, plant and equipment | | | 324 | |
Prepaid expenses | | | 9 | |
Accounts payable and accrued liabilities | | | (2,094 | ) |
Intangible assets | | | 5,461 | |
Goodwill | | | 2,670 | |
Total net purchase price | | $ | 8,711 | |
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Pro Forma Information |
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The following pro forma information for the first quarter ended March 31, 2013 assumes the Frontline, Premier, and West Side acquisitions occurred as of January 1, 2013, the beginning of the year in which such acquisitions occurred. The pro forma information contains the actual operating results of Frontline, Premier, and West Side, combined with the results prior to their respective acquisition dates adjusted to reflect the pro forma impact of the acquisitions occurring as of January 1, 2013, the beginning of the year in which such acquisitions occurred. In addition, the pro forma information includes amortization expense related to intangible assets acquired in these three acquisitions of approximately $0.3 million in the aggregate for the first quarter ended March 31, 2013. |
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| | First Quarter Ended | |
(thousands except per share data) | | 31-Mar-13 | |
Revenue | | $ | 151,575 | |
Net income | | | 6,114 | |
Basic net income per common share | | | 0.56 | |
Diluted net income per common share | | | 0.56 | |
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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 acquisitions been consummated as of that time, nor is it intended to be a projection of future results. |
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There were no businesses acquired in the first quarter of 2014 and the first quarter of 2013. |