BUSINESS COMBINATIONS

9 Months Ended

Sep. 30, 2023

Business Combination and Asset Acquisition [Abstract]

During the nine months ended September 30, 2023, we completed the following acquisitions (the “2023 Acquisitions”):

•February 15, 2023 - Findlay RV (“Findlay”) in Las Vegas, Nevada (the “Findlay Acquisition”)

•July 24, 2023 - Buddy Gregg RVs & Motor Homes in Knoxville, Tennessee (the “Buddy Gregg Acquisition”)

•August 7, 2023 - Century RV in Longmont, Colorado (the “Century Acquisition”)

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


(In thousands)	Three months ended September 30, 2023		Nine months ended September 30, 2023
Revenue	$	10,164	$	17,912
Income from operations	30		330

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

(In thousands)

Total

Total Consideration

72,064


(In thousands)	Total


Inventories	25,065
Prepaid expenses and other	5
Property and equipment	22,341
Goodwill	24,734
Other assets	1
Total assets acquired	72,146

Accounts payable	2
Accrued expenses and other current liabilities	80
Total liabilities assumed	82
Net assets acquired	$	72,064

We accounted for the 2023 Acquisitions as a business combination, which requires us to record the assets acquired and liabilities assumed at fair value as of the acquisition date. The preliminary fair values of the assets acquired and liabilities assumed, which are presented in the table above, and the related preliminary acquisition accounting are based on management’s estimates and assumptions, as well as information compiled by management. Our estimates and assumptions are subject to change during the measurement period, not to exceed one year from the acquisition date.

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 the 2023 Acquisitions completed in 2023 to be deductible for federal income tax purposes.

See Note 6 - Goodwill and Intangible Assets for additional information regarding Goodwill.

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


	Three months ended September 30,				Nine months ended September 30,
(In thousands)	2023		2022		2023		2022
Revenue	$	280,563	$	353,578	$	893,916	$	1,132,833
Income before income taxes	$	(7,108)	$	11,978	$	(2,542)	$	89,669
Net (loss) income	$	(6,298)	$	8,677	$	(2,937)	$	69,758

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 un-taxed acquired entities to determine pro forma net (loss) income.