Acquisitions | Note 2. Acquisitions Lance Camper Manufacturing Acquisition On January 12, 2018, the Company acquired 100% of the common shares of Lance Camper Mfg. Corp. and its sister company Avery Transport, Inc. (collectively, “Lance” and the “Lance Acquisition”). Lance designs, engineers and manufactures truck campers, towable campers and toy haulers. This acquisition gives the Company a meaningful entrance into the high volume and rapidly growing towables segment of the recreational vehicle market. The purchase price for Lance was $57.9 million net of $7.4 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 the Company’s revolving credit facility. Lance is reported as part of the Recreation segment. The preliminary purchase price allocation resulted in goodwill of $49.8 million, which is deductible for income tax purposes. The Lance Acquisition will be 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 January 31, 2018, 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 Lance (in thousands): Assets: Cash $ 7,444 Accounts receivable, net 3,835 Inventories, net 9,638 Other current assets 340 Property, plant and equipment 3,242 Other long-term assets 137 Total assets acquired 24,636 Liabilities: Accounts payable 3,555 Accrued warranty 1,362 Other current liabilities 4,157 Other long-term liabilities 3 Total liabilities assumed 9,077 Net Assets Acquired 15,559 Consideration Paid 65,390 Goodwill $ 49,831 Net sales and operating income for the period from January 12, 2018 to January 31, 2018 attributable to Lance were $7.2 million and $0.7 million, respectively. The Company has not included pro forma financial information in this report as if the acquisition had occurred on November 1, 2016, since the operating results from Lance were not considered material to the Company’s operating results as a whole. The Company will also pay up to an additional $10.0 million to the selling shareholders subsequent to the acquisition date in the form of deferred purchase price payable of $5.0 million on each of the 12 and 24 month anniversary dates of the acquisition date as per the agreement terms. This deferred payment will be recognized as an expense in the Company’s consolidated statement of income over the period of the agreement. 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). The net cash consideration paid at closing was funded through the Company’s cash from operations. 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 which will be deductible for tax purposes. As of January 31, 2018, the Company had not completed its assessment of inventory and warranty liabilities which existed as of the date of acquisition, as well as the completion of the determination of the final purchase price calculation, as defined in the purchase agreement. Adjustments which may result from the completion of this assessment may result in a change in the value of deferred income tax assets and liabilities. The estimated fair values are preliminary and based on the information that was available as of the date of the acquisition. Van-Mor Enterprises Inc. 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 divisions. The purchase price for Van-Mor was $1.6 million. 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 will be accounted for as a business acquisition 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. The Company acquired land and buildings which were valued at $1.2 million as of the closing date. The Company did not recognize any goodwill as a result of Van-Mor Acquisition. 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 enhances 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 final purchase price for Midwest was $34.9 million ($34.9 million net of cash acquired), which includes 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 revolving credit 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 will be 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 January 31, 2018, the Company had not completed its assessment of the fair value of inventory and warranty liabilities which existed as of the date of acquisition. Adjustments which may result from the completion of this assessment may result in a change in the value of deferred income tax assets and liabilities. 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 for the three months ended January 31, 2018 attributable to Midwest were $14.0 million and $1.0 million, respectively. The Company has not included pro forma financial information in this report as if the acquisition had occurred on November 1, 2016, since the 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 enhances the Company’s emergency vehicle 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 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 $32.7 million, which is not deductible for income tax purposes. The Ferrara Acquisition will be 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 January 31, 2018, the Company had not completed its assessment of the fair value of inventory and warranty liabilities which existed as of the date of acquisition, or of the determination of the final purchase price calculation, as defined in the purchase agreement. Adjustments which may result from the completion of this assessment may result in a change in the value of deferred income tax assets and liabilities. 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 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 4,235 Other current liabilities 2,725 Other long-term liabilities 3,000 Total liabilities assumed 37,639 Net Assets Acquired 67,448 Consideration Paid 100,113 Goodwill $ 32,665 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 income for the three months ended January 31, 2018, attributable to Ferrara were $27.1 million and $0.1 million, respectively. The Company has not included pro forma financial information in this report as if the acquisition had occurred on November 1, 2016, since the operating results from Ferrara 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. 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 $4.2 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. 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 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 7,700 Total assets acquired 26,976 Liabilities: Accounts payable 4,231 Accrued warranty 390 Customer advances 272 Other current liabilities 1,035 Deferred income taxes 2,654 Other long-term liabilities 65 Total liabilities assumed 8,647 Net Assets Acquired 18,329 Consideration Paid 22,549 Goodwill $ 4,220 Intangible assets acquired as a result of the Renegade Acquisition are as follows (in thousands): Customer relationships (6 year life) $ 5,200 Order backlog (1 year life) 900 Trade names (indefinite life) 1,600 Total intangible assets, net $ 7,700 During the first quarter of fiscal year 2018, the Company completed its assessment of the fair values of intangible assets and recorded measurement period adjustments that resulted in a $1.3 million increase in intangible assets and a $2.1 million increase in deferred income tax liabilities with a corresponding net increase in goodwill of $0.8 million. The change in deferred income tax liabilities is related to the completion of the intangible asset valuation and income tax attributes as a result of a tax return filing. Net sales and operating income for the three months ended January 31, 2018, attributable to Renegade were $28.3 million and $3.3 million, respectively. The Company has not included pro forma financial information in this report as if the acquisition had occurred on November 1, 2016, since the operating results from Renegade were not considered material to the Company’s operating results as a whole. |