Acquisitions

12 Months Ended

Dec. 31, 2024

Acquisitions

Acquisitions

16. Acquisitions

In 2024 and 2023, subsidiaries of the Company acquired the assets of multiple RV dealerships that constituted businesses under GAAP. The Company used cash and borrowings under its Floor Plan Facility to complete the acquisitions. The Company considers acquisitions of independent dealerships to be a fast and capital efficient alternative to opening new greenfield store locations to expand its business and grow its customer base. 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 2024, the RV and Outdoor Retail segment acquired the assets of various RV dealerships comprised of nine locations for an aggregate purchase price of approximately $69.4 million. Separate from these acquisitions, during the year ended December 31, 2024, the Company purchased real property for an aggregate purchase price of $9.6 million. Additionally, in June 2024, the Good Sam Services and Plans segment acquired the assets of a tire rescue roadside assistance business for $1.8 million in cash and up to an aggregate $0.5 million of milestone payments of which half is potentially payable at each of the first two anniversaries of the date of the acquisition. These potential milestone payments were recorded as contingent consideration with a fair value of $0.4 million. The tire rescue roadside assistance business includes a robust dispatch platform and strong network of service providers, which provide an opportunity to serve our customer base more effectively and reduce cost.

In 2023, the RV and Outdoor Retail segment acquired the assets of various RV dealerships comprised of 18 locations for an aggregate purchase price of approximately $209.5 million, of which four RV dealerships had not opened by December 31, 2023. Separate from these acquisitions, during the year ended December 31, 2023, the Company purchased real property for an aggregate purchase price of $72.4 million, of which $5.2 million was paid through the assumption of the related promissory note (see Note 10 — Long-Term Debt — Other Long-Term Debt).

The estimated fair values of the assets acquired and liabilities assumed for the acquisitions of dealerships and the outdoor publication consist of the following, net of insignificant measurement period adjustments relating to acquisitions from the respective previous year:

	Year Ended December 31,
($ in thousands)	2024		2023
Tangible assets (liabilities) acquired (assumed):
Accounts receivable, net	$	4	$	—
Inventories, net		36,431		119,672
Prepaid expenses and other assets		—		170
Property and equipment, net		296		1,407
Operating lease assets		15,328		916
Accounts payable		(5)		(6)
Accrued liabilities		(35)		(63)
Current portion of operating lease liabilities		(1,112)		(208)
Other current liabilities		(23)		(520)
Operating lease liabilities, net of current portion		(14,216)		(708)
Total tangible net assets acquired		36,668		120,660
Intangible assets acquired:
Supplier and customer relationships		2,595		—
Websites and developed technology		600		—
Total intangible assets acquired		3,195		—
Goodwill		31,701		88,799
Purchase price of acquisitions		71,564		209,459
Application of deposit paid in prior period		(8,873)		—
Contingent consideration		(368)		—
Lazydays acquisition deposit		10,000		—
Cash paid for acquisitions, net of cash acquired		72,323		209,459
Inventory purchases financed via floor plan		(49,162)		(100,331)
Cash payment net of floor plan financing	$	23,161	$	109,128

The fair values above for the year ended December 31, 2024 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.

During the year ended December 31, 2024, the fair values include a measurement period adjustment to record $2.6 million of other intangible assets from a RV dealership acquisition that occurred during the year ended December 31, 2023. These intangible assets had an estimated useful life of 15 years; however, these intangible assets were sold for $2.6 million during the 2024. Developed technology intangible asset acquired of $0.6 million has an estimated useful life of five years.

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, 2024 and 2023, acquired goodwill of $31.7 million and $88.8 million is expected to be deductible for tax purposes.

Included in the consolidated financial results for the years ended December 31, 2024 and 2023 were $99.6 million and $99.8 million of revenue, respectively, and $0.2 million and $8.1 million of pre-tax loss, 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.

In November 2024, the Company entered into an agreement with Lazydays Holdings, Inc. (“Lazydays”) to acquire the assets and certain real estate of seven RV dealerships from Lazydays, which the Company expects will close in March 2025. In November 2024, the Company paid a $10.0 million deposit to Lazydays that will convert to 9.7 million shares of Lazydays common stock upon closing of the transaction. At December 31, 2024, this deposit was included in other assets in the accompanying consolidated balance sheet. During February 2025, the Company closed on the purchase of three locations from the Lazydays transaction, which included the purchase of associated real estate of $35.5 million.