Acquisitions

6 Months Ended

Jun. 30, 2025

Acquisitions

Acquisitions

12. Acquisitions

During the six months ended June 30, 2025 and 2024, 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 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.

During the six months ended June 30, 2025, the RV and Outdoor Retail segment acquired the assets of various RV dealerships comprised of eight locations for an aggregate purchase price of approximately $92.2 million. As a component of the aggregate purchase price to acquire certain of these locations, $10.0 million was paid as a deposit in November 2024, which would convert into shares of Lazydays Holdings, Inc. (“Lazydays”) common stock if the Company completed the acquisition of all seven RV dealerships originally contemplated under the November 2024 agreement with Lazydays. However, the Company acquired only five of the seven Lazydays RV dealerships, so the deposit did not convert to shares of Lazydays common stock. Instead, the deposit was considered a component of the purchase price of those acquisitions. Additionally, a $1.0 million deposit was made in December 2024 for non-Lazydays RV dealership acquisitions that were completed during the six months ended June 30, 2025. Separate from these acquisitions, during the six months ended June 30, 2025, the Company purchased real property for an aggregate purchase price of $72.4 million.

During the six months ended June 30, 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, of which one RV dealership had not opened by June 30, 2024. Separate from these acquisitions, during the six months ended June 30, 2024, the Company purchased real property for an aggregate purchase price of $1.2 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. Those potential milestone payments were recorded as contingent consideration with a fair value of $0.4 million. The tire rescue roadside assistance business included a robust dispatch platform and strong network of service providers, which provide an opportunity to serve our customer base more effectively and reduce cost.

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

	Six Months Ended June 30,
($ in thousands)	2025		2024
Tangible assets (liabilities) acquired (assumed):
Accounts receivable, net	$	—	$	4
Inventories, net		73,343		39,439
Prepaid expenses and other assets		58		—
Property and equipment, net		1,415		296
Operating lease assets		9,367		15,328
Accounts payable		—		(5)
Accrued liabilities		(144)		(35)
Current portion of operating lease liabilities		(1,055)		(1,112)
Other current liabilities		(469)		(22)
Operating lease liabilities, net of current portion		(8,312)		(14,216)
Total tangible net assets acquired		74,203		39,677
Intangible assets acquired:
Supplier and customer relationships		—		2,595
Websites and developed technology		—		600
Total intangible assets acquired		—		3,195
Goodwill		17,951		28,692
Purchase price of acquisitions		92,154		71,564
Application of deposit paid in prior period		(11,000)		(8,873)
Contingent consideration		—		(368)
Cash paid for acquisitions, net of cash acquired		81,154		62,323
Inventory purchases financed via floor plan		(71,181)		(49,162)
Cash payment net of floor plan financing	$	9,973	$	13,161

The fair values above for the six months ended June 30, 2025 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 six months ended June 30, 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 2024. Acquired developed technology asset of $0.6 million has a remaining useful life of four 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 six months ended June 30, 2025 and 2024, acquired goodwill of $18.0 million and $28.7 million, respectively, was expected to be deductible for tax purposes.

Included in the condensed consolidated financial statements for the six months ended June 30, 2025 were revenue of $76.5 million and pre-tax income of $2.3 million from the acquired dealerships from the applicable acquisition dates in 2025. Included in the condensed consolidated financial statements for the six months ended June 30, 2024 were revenue of $38.1 million and pre-tax income of $1.2 million from the acquired dealerships from the applicable acquisition dates in 2024. Included in the condensed consolidated financial statements for the six months ended June 30, 2024 were insignificant amounts of revenue and pre-tax income from the acquired tire rescue roadside assistance business from the applicable acquisition date in 2024. Pro forma information on these acquisitions has not been included, because the Company has deemed them to not be individually or cumulatively material.