BUSINESS COMBINATIONS

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

During the years ended December 31, 2023 (the “2023 Acquisitions”) and 2022 (the “2022 Acquisitions”) we acquired all of the outstanding equity interest in the following entities:


2023 Acquisitions
•	February 15, 2023	Findlay RV 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”)
•	November 6, 2023	RVZZ LLC in St. George, Utah (the "RVzz Acquisition")
•	November 20, 2023	Orangewood RV in Surprise, Arizona (the "Orangewood Acquisition")

2022 Acquisition
•	July 23, 2022	Dave’s Claremore RV in Tulsa, Oklahoma

We incurred $2.3 million of acquisition related expenses recorded as a component of Selling, general and administrative in the year ended December 31, 2023.

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


(In thousands)	Year ended December 31, 2023
Revenue	$	46,505
Loss from operations	(651)

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:


	Year Ended December 31,
(In thousands)	2023		2022
Consideration paid in cash	$	97,727	$	14,694
Floor plan notes payable	—		8,069
Total Consideration	$	97,727	$	22,763


	Year Ended December 31,
(In thousands)	2023		2022
Cash	$	2	$	5
Inventories	34,305		9,504
Accounts receivable and prepaid expenses	—		98
Prepaid expenses and other	372		—
Property and equipment	22,480		7,353
Goodwill	34,285		4,692
Intangible assets	6,449		1,140
Total assets acquired	97,893		22,792

Accounts payable	118		—
Accrued expenses and other current liabilities	49		29
Total liabilities assumed	167		29

Net assets acquired	$	97,726	$	22,763

We accounted for the 2023 Acquisitions and the 2022 Acquisitions as business combinations, which requires us to record the assets acquired and liabilities assumed at fair value as of the acquisition date. The fair values of the assets acquired and liabilities assumed, which are presented in the table above, and the related 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 to be deductible for federal income tax purposes.

See Note 2 - Significant Accounting Policies and Note 7 - Goodwill and Intangible Assets for additional information regarding Goodwill.

The following table summarizes our allocation of the purchase price to the identifiable intangible assets acquired. The allocations are final for the 2023 Acquisitions and the 2022 Acquisitions.


	Gross Asset Amount at Acquisition Date				Weighted Average Amortization Period
(Dollars in thousands)	2023		2022		2023	2022
Customer Lists	$	—	$	240	—	15 years
Dealer Agreements	6,449		900		8 years	10 years

The following unaudited pro forma financial information presents consolidated information as though the 2023 Acquisitions and the 2022 Acquisitions had been consummated on January 1, 2023 and January 1, 2022, respectively.


	Year Ended December 31,
(In thousands)	2023		2022
Revenue	$	112,056	$	1,427,197
(Loss) income before income taxes	2,880		89,165
Net (loss) income	2,811		69,893

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.