Acquisitions

12 Months Ended

Dec. 31, 2022

Acquisitions

Acquisitions

15. Acquisitions

In 2022 and 2021, subsidiaries of the Company acquired the assets of multiple RV dealerships that constituted businesses under accounting rules. The Company used cash and borrowings under its Floor Plan Facility 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. In April 2022, the Good Sam Services and Plans segment acquired an outdoor publication for $3.4 million that the Company considers as a furtherance of its strategy to target a younger demographic of RV enthusiasts. 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 2022, the RV and Outdoor Retail segment acquired the assets of various RV dealerships and one RV service center comprised of 11 locations for an aggregate purchase price of approximately $213.6 million. The purchases were partially funded through $59.9 million of borrowings under the Floor Plan Facility. One of these acquired locations was not opened in 2022.

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. All of these acquired locations were opened in 2021.

In 2022 and 2021, the Company purchased real property of $55.7 million and $129.2 million, respectively, of which $19.7 million and $31.4 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 outdoor publication consist of the following:

	Year Ended December 31,
($ in thousands)	2022		2021
Tangible assets (liabilities) acquired (assumed):
Accounts receivable, net	$	(68)	$	601
Inventories, net		75,766		27,746
Prepaid expenses and other assets		207		125
Property and equipment, net		583		1,348
Operating lease assets		1,558		1,222
Accrued liabilities		(687)		(214)
Current portion of operating lease liabilities		(500)		(195)
Other current liabilities		(188)		—
Operating lease liabilities, net of current portion		(1,058)		(1,027)
Total tangible net assets acquired		75,613		29,606
Total intangible assets acquired		2,632		—
Goodwill		138,789		70,511
Cash paid for acquisitions, net of cash acquired		217,034		100,117
Inventory purchases financed via floor plan		(59,935)		(19,537)
Cash payment net of floor plan financing	$	157,099	$	80,580

The fair values above for the year ended December 31, 2022 are preliminary 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 year ended December 31, 2022, the fair values above include measurement period adjustments for valuation of acquired inventories, accounts receivable, accrued liabilities, and other current liabilities relating to dealership acquisitions during the year ended December 31, 2021. For the year ended December 31, 2021, the fair values above include measurement period adjustments for valuation of acquired inventories, property and equipment, and accrued liabilities relating to dealership acquisitions during the year ended December 31, 2020.

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, 2022 and 2021, acquired goodwill of $138.8 million and $70.5 million is expected to be deductible for tax purposes.

Included in the consolidated financial results for the years ended December 31, 2022 and 2021 were $83.3 million and $145.0 million of revenue, respectively, and $2.0 million of pre-tax loss and $13.0 million of pre-tax income, respectively, from the acquisitions as of their 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.