Acquisitions

12 Months Ended

Dec. 31, 2021

Acquisitions

Acquisitions

15. Acquisitions

In 2021 and 2020, subsidiaries of the Company acquired the assets of multiple RV dealerships that constituted businesses under accounting rules. The Company used cash to complete these acquisitions. The Company considers acquisitions of independent dealerships to be a fast and capital efficient alternative to opening new retail locations to expand its business and grow its customer base. Additionally, in October 2020, the RV and Outdoor Retail segment acquired the assets of an RV furniture distributor. The Company expects to benefit from synergies from this RV furniture distributor acquisition with its private label RV offerings, installation services, and retail offerings. The acquired businesses were recorded at their estimated fair values under the acquisition method of accounting. The balance of the purchase prices in excess of the fair values of net assets acquired were recorded as goodwill.

In 2021, the RV and Outdoor Retail segment acquired the assets of various RV dealerships comprised of 12 locations for an aggregate purchase price of approximately $100.1 million. The purchases were partially funded through $19.5 million of borrowings under the Floor Plan Facility revolving line of credit. All of these acquired locations were opened in 2021.

In 2020, the RV and Outdoor Retail segment acquired the assets of various RV dealerships comprised of nine locations for an aggregate purchase price of approximately $37.9 million plus real property of $53.1 million. The purchases were partially funded through $10.3 million of borrowings under the Floor Plan Facility revolving line of credit. Three of these acquired locations were opened in 2021. Additionally, in October 2020, the RV and Outdoor Retail segment acquired the assets of an RV furniture distributor for $9.7 million in cash.

In 2021 and 2020, the Company purchased real property of $129.2 million and $53.1 million, respectively, of which $31.4 million and $34.1 million, respectively, was from parties related to the sellers of the businesses.

The estimated fair values of the assets acquired and liabilities assumed for the acquisitions of dealerships and the RV furniture distributor consist of the following:

	Year Ended December 31,
($ in thousands)	2021		2020
Tangible assets (liabilities) acquired (assumed):
Accounts receivable, net	$	601	$	3,094
Inventories, net		27,746		17,211
Prepaid expenses and other assets		125		643
Property and equipment, net		1,348		1,077
Operating lease assets		1,222		1,859
Finance lease asset		—		2,373
Accounts payable		—		(1,628)
Accrued liabilities		(214)		(2,839)
Operating lease liabilities - current		(195)		(212)
Operating lease liabilities - noncurrent		(1,027)		(1,647)
Finance lease liabilities - current		—		(179)
Finance lease liabilities - noncurrent		—		(2,194)
Total tangible net assets acquired		29,606		17,558
Intangible assets acquired:
Trademarks and trade names		—		725
Supplier and customer relationships		—		3,107
Total intangible assets acquired		—		3,832
Goodwill		70,511		26,182
Cash paid for acquisitions, net of cash acquired		100,117		47,572
Inventory purchases financed via floor plan		(19,537)		(10,350)
Cash payment net of floor plan financing	$	80,580	$	37,222

The fair values above are preliminary relating to the year ended December 31, 2021 as they are subject to measurement period adjustments for up to one year from the date of acquisition as new information is obtained about facts and circumstances that existed as of the acquisition date relating to the valuation of the acquired assets, primarily the acquired inventories. For the years ended December 31, 2021 and December 31, 2020, the fair values above include measurement period adjustments for valuation of acquired inventories and goodwill relating to RV and Outdoor Retail acquisitions during the years ended December 31, 2020 and December 31, 2019, respectively. The primary items that generated the goodwill are the value of the expected synergies between the acquired businesses and the Company and the acquired assembled workforce, neither of which qualify for recognition as a separately identified intangible asset. For the years ended December 31, 2021 and 2020, acquired goodwill of $70.5 million and $26.2 million is expected to be deductible for tax purposes. Included in the years ended December 31, 2021 and 2020 consolidated financial results were $145.0 million and $10.1 million of revenue, respectively, and $13.0 million of pre-tax income and $0.5 million of pre-tax loss, respectively, of the acquired dealerships from the applicable acquisition dates. Pro forma information on these acquisitions has not been included, because the Company has deemed them to not be individually or cumulatively material.