Acquisitions | Note 3. Acquisitions AutoAbility Acquisition On September 6, 2017, the Company acquired certain assets and liabilities of AutoAbility, LLC (“AutoAbility” and the “AutoAbility Acquisition”). AutoAbility is a best-in-class mobility van “upfitter” that specializes in the manufacture of rear-access, wheelchair-accessible vehicles. The purchase price for AutoAbility was $2.0 million ($2.0 million net of cash acquired). AutoAbility is reported as part of the Commercial segment. The AutoAbility Acquisition has been accounted for as a business acquisition using the acquisition method of accounting, whereby the purchase price will be allocated to tangible and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition date, with the remaining unallocated purchase price recorded as goodwill. As of October 31, 2017, the Company had not completed its assessment of the fair value of all acquired assets and liabilities assumed, as well as the completion of the determination of the final purchase price calculation, as defined in the purchase agreement. The estimated fair values are preliminary and based on the information that was available as of the date of the acquisition. Van-Mor Enterprises Acquisition On May 15, 2017, the Company acquired certain real estate assets and operating assets and liabilities of Van-Mor Enterprises, Inc. (“Van-Mor” and the “Van-Mor Acquisition”). Van-Mor is a supplier of certain materials and components for the Company’s fire apparatus division. The purchase price for Van-Mor was $1.6 million, and a subsequent adjustment of $0.1 million received from the seller based on the level of net working capital on the acquisition date. The net cash consideration paid at closing was funded through the Company’s cash from operations. Van-Mor is reported as part of the Fire & Emergency segment. The Van-Mor Acquisition has been accounted for as a business acquisition using the acquisition method of accounting, whereby the purchase price will be allocated to tangible and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition date, with the remaining unallocated purchase price recorded as goodwill. As of October 31, 2017, the Company has not completed its assessment of the fair value of all acquired assets and liabilities assumed. The Company acquired land and buildings which were valued at approximately $1.1 million as of the closing date, and as this amount represents a significant portion of the purchase consideration, the Company does not anticipate to recognize a material amount of goodwill, if any. Midwest Automotive Designs Acquisition On April 13, 2017, the Company acquired certain assets and liabilities of Midwest Automotive Designs (“Midwest” and the “Midwest Acquisition”). Midwest manufactures Class B recreational vehicles (“RVs”) and luxury vans. This acquisition enhanced the Company’s product offerings in both its Recreation and Commercial segments by adding a selection of Class B recreational vehicles and multiple products for the luxury limousine, charter and tour bus markets. The purchase price for Midwest was $34.9 million ($34.9 million net of cash acquired), and a subsequent adjustment of $0.5 million received from the seller based on the level of net working capital on the acquisition date. The net cash consideration paid at closing was funded through the Company’s ABL Facility. Midwest is reported as part of the Recreation segment. The preliminary purchase price allocation resulted in goodwill of $12.8 million, which is deductible for income tax purposes. The Midwest Acquisition has been accounted for as a business combination using the acquisition method of accounting, whereby the purchase price will be allocated to tangible and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition date, with the remaining unallocated purchase price recorded as goodwill. As of October 31, 2017, the Company had not completed its assessment of the fair value of all acquired assets and liabilities assumed, as well as the completion of the determination of the final purchase price calculation, as defined in the purchase agreement. The estimated fair values are preliminary and based on the information that was available as of the date of the acquisition. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed for Midwest (in thousands): Assets: Cash $ 1 Accounts receivable, net 4,313 Inventories, net 8,960 Other current assets 65 Property, plant and equipment 179 Intangible assets, net 16,548 Total assets acquired 30,066 Liabilities: Accounts payable 6,601 Accrued warranty 312 Customer advances 898 Other current liabilities 181 Total liabilities assumed 7,992 Net Assets Acquired 22,074 Consideration Paid 34,896 Goodwill $ 12,822 Intangible assets acquired as a result of the Midwest Acquisition are as follows (in thousands): Customer relationships (6 year life) $ 12,900 Order backlog (1 year life) 548 Trade names (indefinite life) 3,100 Total intangible assets, net $ 16,548 Net sales and operating income attributable to Midwest were $28.6 million and $0.2 million for fiscal year 2017, respectively. The Company has not included pro forma financial information in this report as if the acquisition had occurred on November 1, 2015, since the operating results from Midwest were not considered material to the Company’s operating results as a whole. Ferrara Fire Apparatus Acquisition On April 25, 2017, the Company acquired 100% of the common shares of Ferrara Fire Apparatus, Inc. (“Ferrara” and the “Ferrara Acquisition”). Ferrara is a leading custom fire apparatus and rescue vehicle manufacturer that engineers and manufactures vehicles for municipal and industrial customers. This acquisition enhanced the Company’s emergency vehicle geographic markets and its’ product offering, particularly with custom fire apparatus including pumpers, aerials, and industrial vehicles. The purchase price for Ferrara was $100.1 million ($97.1 million net of $3.0 million cash acquired), subject to an adjustment based on the level of net working capital at closing, as defined in the purchase agreement. The net cash consideration paid at closing was funded through a combination of the Company’s revolving credit facility and Term Loan. Ferrara is reported as part of the Fire & Emergency segment. The preliminary purchase price allocation resulted in goodwill of $31.4 million, which is not deductible for income tax purposes. The Ferrara Acquisition has been accounted for as a business combination using the acquisition method of accounting, whereby the purchase price will be allocated to tangible and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition date, with the remaining unallocated purchase price recorded as goodwill. As of October 31, 2017, the Company had not completed its assessment of the fair value of all acquired intangible assets, or of the determination of the final working capital adjustment, as defined in the purchase agreement. The estimated fair values are preliminary and based on the information that was available as of the date of the acquisition and because the determination of the fair value of intangible assets has not been completed. The fair value of the customer relationships, order backlog, non-compete agreements and trade names may change when the valuation is finalized, which may result in a corresponding change to the amount of goodwill and deferred income taxes recorded when the value of intangible assets is determined and the working capital adjustment is finalized. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed for Ferrara (in thousands): Assets: Cash $ 3,013 Accounts receivable, net 16,041 Inventories, net 40,338 Other current assets 360 Property, plant and equipment 12,489 Other long-term assets 76 Intangible assets, net 32,770 Total assets acquired 105,087 Liabilities: Accounts payable 17,043 Accrued warranty 2,896 Customer advances 7,740 Deferred income taxes 2,986 Other current liabilities 2,725 Other long-term liabilities 3,000 Total liabilities assumed 36,390 Net Assets Acquired 68,697 Consideration Paid 100,113 Goodwill $ 31,416 Intangible assets acquired as a result of the Ferrara Acquisition are as follows (in thousands): Customer relationships (12 year life) $ 14,440 Order backlog (1 year life) 3,190 Non-compete agreements (4 year life) 1,530 Trade names (indefinite life) 13,610 Total intangible assets, net $ 32,770 Net sales and operating loss attributable to Ferrara were $71.7 million and ($0.6) million for fiscal year 2017, respectively. The Company has not included pro forma financial information in this report as if the acquisition had occurred on November 1, 2015, since Ferrara’s operating results were not considered material to the Company’s operating results as a whole. Renegade RV Acquisition On December 30, 2016, the Company acquired 100% of the common shares of Kibbi, LLC, which operated as Renegade RV (“Renegade” and the “Renegade Acquisition”). Renegade is a leading manufacturer of Class C and “Super C” RVs and heavy-duty special application trailers. This acquisition expanded the Company’s motorized RV product offering into these higher end Class C vehicles and specialty trailers. The purchase price for Renegade was $22.5 million ($21.0 million net of $1.6 million cash acquired), which included a $0.3 million payment to Renegade’s sellers based on the level of net working capital on the acquisition date. The net cash consideration paid at closing was funded through the Company’s revolving credit facility. Renegade is reported as part of the Recreation segment. The preliminary purchase price allocation resulted in goodwill of $3.4 million, which is not deductible for income tax purposes. The Renegade Acquisition has been accounted for as a business combination using the acquisition method of accounting, whereby the purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition date, with the remaining unallocated purchase price recorded as goodwill. As of October 31, 2017, the Company had not completed its assessment of the fair value of all acquired assets and liabilities assumed, or of the determination of the final purchase price calculation, as defined in the purchase agreement. The estimated fair values are preliminary and based on the information that was available as of the date of the acquisition. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed for Renegade (in thousands): Assets: Cash $ 1,597 Accounts receivable, net 2,334 Inventories, net 14,322 Other current assets 131 Property, plant and equipment 892 Intangible assets, net 6,400 Total assets acquired 25,676 Liabilities: Accounts payable 4,231 Accrued warranty 390 Customer advances 272 Other current liabilities 1,035 Deferred income taxes 542 Other long-term liabilities 65 Total liabilities assumed 6,535 Net Assets Acquired 19,141 Consideration Paid 22,549 Goodwill $ 3,408 Intangible assets acquired as a result of the Renegade Acquisition are as follows (in thousands): Customer relationships (6 year life) $ 4,100 Order backlog (1 year life) 700 Trade names (indefinite life) 1,600 Total intangible assets, net $ 6,400 Net sales and operating income attributable to Renegade were $84.0 million and $4.7 million for fiscal year 2017, respectively. The Company has not included pro forma financial information in this report as if the acquisition had occurred on November 1, 2015, since Renegade’s operating results were not considered material to the Company’s operating results as a whole. Kovatch Mobile Equipment Acquisition On April 22, 2016, the Company acquired certain real estate assets and 100% of the common shares of Kovatch Mobile Equipment Corp. (“KME” and the “KME Acquisition”). KME produces a broad portfolio of customized specialty fire apparatus vehicles, and markets them to fire-rescue, military, aviation, and industrial customers globally. The KME Acquisition strengthened the Company’s share in the emergency vehicle market by expanding the Company’s product portfolio into segments of the fire apparatus market, which have not been previously served by the Company’s existing businesses and compliments the Company’s existing product portfolio. The purchase price for KME was $39.6 million ($30.1 million net of $9.5 million cash acquired) and a subsequent $0.5 million adjustment paid to the sellers based on the level of net working capital and debt on the acquisition date. The net cash consideration paid at closing was funded through the Company’s ABL Facility. KME is reported as part of the Fire & Emergency segment. The purchase price allocation resulted in goodwill of $2.4 million, which is not deductible for income tax purposes. The KME Acquisition has been accounted for as a business combination using the acquisition method of accounting, whereby the purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition date, with the remaining unallocated purchase price recorded as goodwill. Fair value measurements have been applied based on assumptions that market participants would use in pricing of the asset or liability. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed for KME (in thousands): Assets: Cash $ 9,490 Receivables, net 11,850 Inventories, net 67,439 Deferred income taxes 1,454 Other current assets 1,580 Property, plant and equipment 15,332 Intangible assets, net 10,950 Other long-term assets 22 Total assets acquired 118,117 Liabilities: Accounts payable 13,834 Customer advances 43,438 Accrued warranty 14,357 Other current liabilities 9,282 Total liabilities assumed 80,911 Net Assets Acquired 37,206 Consideration Paid 39,602 Goodwill $ 2,396 Intangible assets acquired as a result of the KME Acquisition are as follows (in thousands): Customer relationships (9 year life) $ 8,550 Trade names (indefinite life) 2,400 Total intangible assets, net $ 10,950 Net sales and operating income attributable to KME were $172.5 million and $6.9 million for fiscal year 2017, respectively. The Company has not included pro forma financial information in this report as if the acquisition had occurred on November 1, 2014, since KME’s operating results were not considered material to the Company’s operating results as a whole. Hall-Mark Fire Apparatus Acquisition On November 20, 2015, the Company acquired certain assets and assumed certain liabilities of Hall-Mark Fire Apparatus Inc. (“Hall-Mark” and the “Hall-Mark Acquisition”). The Hall-Mark acquisition provided the Company with the opportunity to expand its parts and service offerings to its customers. The purchase price was $3.0 million in cash with $2.0 million paid at closing and a total of $1.0 million payable in quarterly installments over the next five years. Additionally, the Company assumed $3.7 million of Hall-Mark’s debt, offset by $0.4 million of cash acquired. The assumed debt was paid in its entirety in fiscal year 2016. The net cash consideration paid at closing was funded through the Company’s revolving credit facility. Hall-Mark is reported as part of the Fire & Emergency segment. The purchase price allocation resulted in goodwill of $0.4 million, which is deductible for income tax purposes. The Hall-Mark Acquisition has been accounted for as a business combination using the acquisition method of accounting, whereby the purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition date, with the remaining unallocated purchase price recorded as goodwill. Fair value measurements have been applied based on assumptions that market participants would use in pricing of the asset or liability. The following table summarizes the fair values of the assets acquired and liabilities assumed for Hall-Mark (in thousands): Assets: Cash $ 385 Accounts receivable 3,135 Inventories 2,718 Prepaids & other assets 3,493 Property, plant and equipment 191 Trade names 870 Customer relationships 750 Order backlog 220 Non-compete Agreements 530 Total assets acquired 12,292 Liabilities: Accounts payable 891 Other current liabilities 226 Customer deposits 4,845 Debt 3,698 Total liabilities assumed 9,660 Net Assets Acquired 2,632 Consideration Paid 3,000 Goodwill $ 368 The Hall-Mark trade names will be amortized over five years, customer lists will be amortized over nine years, non-compete agreements will be amortized over six years and the order backlog was amortized over a one-year period. Ancira Acquisition On December 14, 2015, the Company entered into an agreement to acquire the land, building, and inventory of a recreational vehicle dealer in Texas (“Ancira” and the “Ancira Acquisition”). The purchase price for the Ancira Acquisition was $20.0 million. Since the Company only acquired assets from Ancira, and did not acquire any ongoing business processes, namely the dealer license, the Ancira Acquisition was accounted for as an asset acquisition, and accordingly, the total purchase price was allocated to the assets acquired based on their relative fair value. No intangible assets were acquired or recognized as a result of the Ancira Acquisition. The following table summarizes the allocated cost of the assets acquired in the Ancira Acquisition (in thousands): Inventory $ 13,541 Land & land improvements 1,400 Building & improvements 4,849 Machinery & equipment 186 Total purchase price $ 19,976 |