BUSINESS COMBINATIONS

3 Months Ended

Mar. 31, 2023

Business Combination and Asset Acquisition [Abstract]

In the first three months of 2023, we completed the following acquisition:

•February 16, 2023 - Findlay RV (Findlay) in Las Vegas, Nevada

Revenue and loss from operations contributed by the 2023 acquisition subsequent to the date of acquisition were as follows:


(In thousands)	Three months ended March 31, 2023
Revenue	$	2,264
Loss from operations	(71)

The following tables summarize the consideration paid and the preliminary purchase price allocation for identified assets acquired and liabilities assumed as of the acquisition date for the 2023 acquisition:


(In thousands)	Consideration
Cash paid, net of cash acquired	$	19,730


(In thousands)	Assets Acquired and Liabilities Assumed


Inventories	$	6,787
Prepaid expenses and other	5
Property and equipment	7,461
Goodwill	5,479

Total assets acquired	19,732

Accounts payable	2


Net assets acquired	$	19,730

The purchase price allocations for the acquisition from the first quarter of 2023 are preliminary, and we have not obtained and evaluated all of the detailed information necessary to finalize the opening balance sheet amounts in all respects. We recorded the purchase price allocations based upon information that is currently available and recorded unallocated items as goodwill in the Condensed Consolidated Balance Sheets.

Goodwill represents the excess of the purchase price over the estimated fair value assigned to tangible and identifiable intangible assets acquired and liabilities assumed. The primary items that generated the goodwill are the value of the synergies between us and the acquired businesses and the growth and operational improvements that drive profitability

growth, neither of which qualify for recognition as a separately identified intangible asset. We expect substantially all of the goodwill related to acquisitions completed in 2023 to be deductible for federal income tax purposes.

See Note 6 for additional information regarding Goodwill.

The following unaudited pro forma financial information presents consolidated information as though the acquisitions of Dave’s Claremore RV and Findlay had been consummated on January 1, 2022:


	Three months ended March 31,
(In thousands)	2023		2022
Revenue	$	297,224	$	391,857
(Loss) income before income taxes	$	(598)	$	37,969
Net (loss) income	$	(394)	$	28,846

These amounts have been adjusted to eliminate business combination expenses, the incremental depreciation and amortization associated with the preliminary purchase price allocation as well as the income taxes for the previously untaxed acquired entities to determine pro forma net (loss) income.