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Note 15 - Acquisitions
 12 Months Ended
Dec. 31, 2014
Business Combinations [Abstract]  
Business Combination Disclosure [Text Block]

15.     ACQUISITIONS:


All of the following acquisitions, unless otherwise noted, were considered business combinations accounted for under ASC 805 “Business Combinations.” Pro forma information is not included in accordance with ASC 805 since no acquisitions were considered material individually or in the aggregate.


As the value of certain assets and liabilities acquired in 2014 are preliminary in nature, they are subject to adjustment as additional information is obtained about the facts and circumstances that existed at the acquisition date. The property and equipment, inventory and valuation of intangibles is subject to change during the purchase price allocation period.


On December 8, 2014, the Company acquired certain assets of North Florida Truck Parts, Inc. which included a commercial parts and service facility in Lake City, Florida. The Lake City location is operating as a full-service Rush Truck Center and offers commercial vehicles manufactured by Peterbilt. The transaction was valued at approximately $1.6 million, with the purchase price paid in cash. The preliminary purchase price was allocated based on the fair values of the assets at the date of acquisition as follows (in thousands):


Goodwill

  $ 1,048  

Property and equipment

    448  

Inventory

    50  

Accounts receivable

    20  
         

Total

  $ 1,566  

All of the goodwill acquired in the North Florida Truck Parts, Inc. acquisition will be amortized over 15 years for tax purposes.


On November 3, 2014, the Company acquired certain assets of House of Trucks, Inc. which included used commercial vehicle facilities in Willowbrook and Wilmington, Illinois. The transaction, including real estate, was valued at approximately $6.9 million, with the purchase price paid in cash. The preliminary purchase price was allocated based on the fair values of the assets at the date of acquisition as follows (in thousands):


Goodwill

  $ 1,968  

Inventory

    2,512  

Property and equipment, including real estate

    2,416  

Prepaid expenses

    6  

Accrued expenses

    (28 )
         

Total

  $ 6,874  

All of the goodwill acquired in the House of Trucks, Inc. acquisition will be amortized over 15 years for tax purposes.


On July 1, 2014, the Company acquired certain assets of Truck Parts Depot, Inc. which included a commercial parts and service facility in Gainesville, Georgia. The Gainesville location is operating as a full-service Rush Truck Center and offers commercial vehicles manufactured by International. The transaction was valued at approximately $500,000, with the purchase price paid in cash.


On June 25, 2014, a joint venture was established to further expand the Company’s used commercial vehicle sales network. As a result, the Company owns 50% of CCTTS, which has locations in multiple locations in California that sell used trucks. In connection with the formation of this joint venture, the Company contributed $2.2 million. CCTTS is accounted for using the equity method of accounting in accordance with ASC 323, “Investments-Equity Method and Joint Venture,” and is recorded on the Consolidated Balance Sheet in Other Assets.


In May 2014, the Company announced an agreement with 3M to pursue the design, manufacture and installation of a portfolio of compressed natural gas CNG fuel systems for use in Class 6 through 8 vehicles. The Agreement allows the Company to engineer, assemble and install CNG fuel systems utilizing 3M’s CNG tanks, as well as provide market distribution and aftermarket support. In addition to the initial $2.0 million investment for research and development, which was recorded in selling, general and administrative expense, the Company will continue to incur expenses to bring its CNG fuel system to market. The transaction did not qualify as a business combination in accordance with ASC 805, “Business Combinations.”


On January 13, 2014, the Company acquired certain assets of CIT, Inc., which did business as Chicago International Trucks, Mcgrenho L.L.C., which did business as Indy Truck Sales, and Indiana Mack Leasing, LLC; and the membership interests of Idealease of Chicago, LLC. The acquisition included International commercial truck dealerships and Idealease commercial vehicle rental and leasing businesses in Carol Stream, Chicago, Grayslake, Huntley, Joliet, Kankakee and Ottawa, Illinois, and Brazil, Gary and Indianapolis, Indiana.


The purchase price for the assets, membership interests, goodwill, franchise rights and dealership properties was approximately $146.6 million, which was paid in cash and 83,091 shares of the Company’s Class B Common Stock with a total value of $2.0 million on the date of acquisition. The operations of CIT, Inc. are included in the accompanying consolidated financial statements from the date of the acquisition. The preliminary purchase price was allocated based on the fair values of the assets at the date of acquisition as follows (in thousands):


Property and equipment

  $ 60,066  

Goodwill

    46,384  

Franchise rights

    2,442  

Inventory

    31,048  

Accounts receivable

    7,175  

Prepaid expenses

    750  

Other

    23  

Accrued expenses

    (1,325 )
         

Total

  $ 146,563  

All of the goodwill acquired in the CIT, Inc. acquisition will be amortized over 15 years for tax purposes.


On October 28, 2013, the Company acquired certain assets of Prairie International Trucks, which operated International commercial vehicle dealerships in Champaign, Decatur, Bloomington, Quincy and Springfield, Illinois; a collision center in Champaign, Illinois and Idealease commercial lease and rental operations at the dealerships in Champaign, Decatur, Quincy and Springfield, Illinois.


The transaction was valued at approximately $9.5 million with the purchase price paid in cash. The operations of Prairie International Trucks are included in the accompanying consolidated financial statements from the date of the acquisition. The purchase price was allocated based on the fair values of the assets and liabilities at the date of acquisition as follows (in thousands):


Property and equipment

  $ 3,209  

Goodwill

    2,832  

Inventory

    2,174  

Accounts receivable

    1,401  

Other

    3  

Accrued expenses

    (23 )

Prepaid expenses

    (56 )
         

Total

  $ 9,540  

All of the goodwill acquired in the Prairie International Trucks acquisition will be amortized over 15 years for tax purposes.


On September 30, 2013, the Company acquired certain assets of Transauthority, Inc., Transauthority Idealease, LLC and Transauthority Idealease-Tidewater, LLC, which operated commercial vehicle dealerships and commercial vehicle leasing operations in Richmond, Suffolk, Fredericksburg and Chester, Virginia.


The transaction was valued at approximately $41.7 million, including real estate of $11.1 million. The purchase price for the assets of the business was financed under the Company’s floor plan and lease and rental truck financing arrangements with the remainder paid in cash. The operations of Transauthority, Inc., Transauthority Idealease, LLC and Transauthority Idealease-Tidewater, LLC are included in the accompanying consolidated financial statements from the date of the acquisition. The purchase price was allocated based on the fair values of the assets and liabilities at the date of acquisition as follows (in thousands):


Property and equipment

  $ 26,829  

Goodwill

    7,798  

Inventory

    5,177  

Accounts receivable

    1,554  

Prepaid expenses

    471  

Other

    66  

Accrued expenses

    (213 )
         

Total

  $ 41,682  

All of the goodwill acquired in the Transauthority acquisition will be amortized over 15 years for tax purposes.


On July 29, 2013, the Company acquired certain assets of Midwest Truck Sales, which operated commercial vehicle dealerships in St. Peters and St. Louis, Missouri and Olathe, Kansas.


The transaction was valued at approximately $16.8 million, including real estate of $2.3 million. The purchase price for the assets of the business was financed under the Company’s floor plan and lease and rental truck financing arrangements with the remainder paid in cash. The operations of Midwest Truck Sales are included in the accompanying consolidated financial statements from the date of the acquisition. The purchase price was allocated based on the fair values of the assets at the date of acquisition as follows (in thousands):


Inventory

  $ 6,792  

Goodwill

    5,624  

Property and equipment

    4,333  

Prepaid expenses

    39  

Other

    53  

Accrued expenses

    (61 )
         

Total

  $ 16,780  

All of the goodwill acquired in the Midwest Truck Sales acquisition will be amortized over 15 years for tax purposes.


On July 1, 2013, the Company acquired certain assets of The Larson Group, Inc., which included Ford and Mitsubishi Fuso truck franchises in Cincinnati Ohio. The transaction was valued at approximately $1.2 million, with the purchase price paid in cash.


On May 6, 2013, the Company acquired certain assets of Piedmont International Trucks, LLC, which operated commercial vehicle dealerships in Statesville, Hickory and Asheville, North Carolina. The acquisition included International and Idealease franchises. These locations are operating as Rush Truck Centers and offer commercial vehicles manufactured by International in addition to parts, service, body shop, leasing, financing and insurance capabilities.


The transaction was valued at approximately $3.5 million. The purchase price for the assets of the business was financed under the Company’s floor plan and lease and rental truck financing arrangements with the remainder paid in cash. The operations of Piedmont International Trucks, LLC are included in the accompanying consolidated financial statements from the date of the acquisition. The purchase price was allocated based on the fair values of the assets at the date of acquisition as follows (in thousands):


Inventory

  $ 1,720  

Property and equipment

    1,485  

Prepaid expenses

    10  

Accounts receivable

    364  

Accrued expenses

    (76 )
         

Total

  $ 3,503  

On December 31, 2012, the Company acquired certain assets of MVI Group, which operated commercial vehicle and bus dealerships in Ohio under the names of Miami Valley International, Center City International, CCI North Coast and Buckeye Truck Centers. The acquisition included International, IC Bus, and Isuzu franchise locations in Akron, Cincinnati, Cleveland, Columbus, Dayton, Findlay and Lima, Ohio. Rush Truck Leasing now operates Idealease truck rental and leasing franchises in Cincinnati, Cleveland, Columbus, Dayton and Lima, Ohio.


The transaction, including real estate, was valued at approximately $104.5 million. The purchase price for the assets of the business was financed under the Company’s floor plan and lease and rental truck financing arrangements with the remainder paid in cash. The purchase price was allocated based on the fair values of the assets at the date of acquisition as follows (in thousands):


Property and equipment, including real estate

  $ 29,768  

Inventory

    51,476  

Accounts receivable

    5,638  

Prepaid expenses

    488  

Accrued expenses

    (200 )

Goodwill

    17,365  
         

Total

  $ 104,535  

All of the goodwill acquired in the MVI Group acquisition will be amortized over 15 years for tax purposes.