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ACQUISITIONS | 12 Months Ended
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Jul. 31, 2016
ACQUISITIONS | 2. ACQUISITIONS Jayco, Inc. On June 30, 2016, the Company closed on a Stock Purchase Agreement (“Jayco SPA”) for the acquisition of all the issued and outstanding capital stock of towable and motorized recreational vehicle manufacturer Jayco, Corp. (“Jayco”) for initial cash consideration of $576,060, subject to adjustment. This acquisition was funded from the Company’s cash on hand and $360,000 from an asset-based revolving credit facility as more fully described in Note 12 to the Consolidated Financial Statements. The total cash consideration to be paid is subject to the final determination of actual net assets as of the June 30, 2016 closing date. A preliminary purchase price adjustment of $5,039 is included in accounts payable as of July 31, 2016, and the final purchase price adjustment is expected to be determined in the first quarter of fiscal 2017. Jayco will operate as an independent operation in the same manner as the Company’s other recreational vehicle subsidiaries, and its towables operations are aggregated within the Company’s towable recreational vehicle reportable segment and its motorized operations are aggregated within the Company’s motorized recreational vehicle reportable segment. The Company purchased Jayco to complement its existing towable and motorized RV product offerings and dealer base. The following table summarizes the preliminary fair values assigned to the Jayco net assets acquired, subject to the finalization of internal and independent external valuations and the determination of final net assets:
Cash |  | $ | 18,409 |
Other current assets |  |  | 258,158 |
Property, plant and equipment |  |  | 80,824 |
Dealer network |  |  | 261,100 |
Trademarks |  |  | 92,800 |
Backlog |  |  | 12,400 |
Goodwill |  |  | 74,184 |
Current liabilities |  |  | (216,776 | )
Total fair value of net assets acquired |  |  | 581,099 |
Less cash acquired |  |  | (18,409 | )
Total cash consideration for acquisition, less cash acquired |  | $ | 562,690 |
On the acquisition date, amortizable intangible assets had a weighted-average useful life of 19.3 years. The dealer network was valued based on the Discounted Cash Flow Method and is amortized on an accelerated basis over 20 years. The trademarks were valued on the Relief from Royalty Method and are amortized on a straight-line basis over 20 years. Backlog was valued based on the Discounted Cash Flow Method and is amortized on a straight-line basis over 3 months. Goodwill is deductible for tax purposes. The following unaudited pro forma information represents the Company’s results of operations as if the fiscal 2016 acquisition of Jayco had occurred at the beginning of fiscal 2015 and the fiscal 2015 acquisitions of both Postle and CRV/DRV had occurred at the beginning of fiscal 2014. These performance results may not be indicative of the actual results that would have occurred under the ownership and management of the Company.
|  | Fiscal Year Ended July 31, |
|  | 2016 |  |  | 2015 |
Net sales |  | $ | 6,176,686 |  |  | $ | 5,517,142 |
Net income |  | $ | 284,394 |  |  | $ | 202,118 |
Basic earnings per common share |  | $ | 5.42 |  |  | $ | 3.80 |
Diluted earnings per common share |  | $ | 5.41 |  |  | $ | 3.79 |
Postle On May 1, 2015, the Company closed on a Membership Interest Purchase Agreement with Postle Aluminum Company, LLC for the acquisition of all the outstanding membership units of Postle Operating, LLC (“Postle”), a manufacturer of aluminum extrusion and specialized component products sold to RV and other manufacturers, for total cash consideration to date of $144,048, net of cash acquired. The net cash consideration of $144,048 was funded entirely from the Company’s cash on hand, based on a final determination of the actual net assets as of the May 1, 2015 closing date and paid during the fourth quarter of fiscal 2015. Postle will operate as an independent operation in the same manner as the Company’s other subsidiaries. The operations of Postle are reported in Other, which is a non-reportable segment. The following table summarizes the fair values assigned to the Postle net assets acquired, which are based on internal and independent external valuations:
Cash |  | $ | 2,963 |
Other current assets |  |  | 54,780 |
Property, plant and equipment |  |  | 32,251 |
Customer relationships |  |  | 38,800 |
Trademarks |  |  | 6,000 |
Backlog |  |  | 300 |
Goodwill |  |  | 42,871 |
Current liabilities |  |  | (23,729 | )
Capital lease obligations |  |  | (7,225 | )
Total fair value of net assets acquired |  |  | 147,011 |
Less cash acquired |  |  | (2,963 | )
Total cash consideration for acquisition, less cash acquired |  | $ | 144,048 |
On the acquisition date, amortizable intangible assets had a weighted-average useful life of 12.3 years. The customer relationships were valued based on the Discounted Cash Flow Method and will be amortized on an accelerated basis over 12 years. The trademarks were valued on the Relief from Royalty Method and will be amortized on a straight-line basis over 15 years. Backlog was valued based on the Discounted Cash Flow Method and was amortized on a straight-line basis over 6 weeks. Goodwill is deductible for tax purposes. Cruiser RV, LLC and DRV, LLC On January 5, 2015, the Company closed on a Stock Purchase Agreement (“CRV/DRV SPA”) for the acquisition of all the outstanding membership units of towable recreational vehicle manufacturer Cruiser RV, LLC (“CRV”) and luxury fifth wheel towable recreational vehicle manufacturer DRV, LLC (“DRV”) through its Heartland Recreational Vehicles, LLC subsidiary (“Heartland”). The Heartland operations are reported within the towable recreational vehicle reportable segment. In accordance with the CRV/DRV SPA, the closing was deemed effective as of January 1, 2015. As contemplated in the CRV/DRV SPA, the Company also acquired, in a series of integrated transactions, certain real estate used in the ongoing operations of CRV and DRV. The initial cash paid for this acquisition was $47,412, subject to adjustment, and was funded entirely from the Company’s cash on hand. Adjustments to increase the net cash consideration of $1,173 have been identified as of July 31, 2015, based on the determination of the actual net assets as of the close of business on December 31, 2014 and the finalization of certain tax matters, and paid during the fourth quarter of fiscal 2015. The $1,173 included reimbursing the seller for $1,062 of cash on hand at the acquisition date, and resulted in total net cash consideration of $47,523. The Company purchased CRV and DRV to supplement and expand its existing lightweight travel trailer and luxury fifth wheel product offerings and dealer base. The following table summarizes the final fair values assigned to the CRV and DRV net assets acquired, which are based on internal and independent external valuations:
Cash |  | $ | 1,062 |
Other current assets |  |  | 22,175 |
Property, plant and equipment |  |  | 4,533 |
Dealer network |  |  | 14,300 |
Trademarks |  |  | 5,400 |
Backlog |  |  | 450 |
Goodwill |  |  | 13,172 |
Current liabilities |  |  | (12,507 | )
Total fair value of net assets acquired |  |  | 48,585 |
Less cash acquired |  |  | (1,062 | )
Total cash consideration for acquisition, less cash acquired |  | $ | 47,523 |
On the acquisition date, amortizable intangible assets had a weighted-average useful life of 13.9 years. The dealer network was valued based on the Discounted Cash Flow Method and will be amortized on an accelerated basis over 12 years. The trademarks were valued on the Relief from Royalty Method and will be amortized on a straight-line basis over 20 years. Backlog was valued based on the Discounted Cash Flow Method and was amortized on a straight-line basis over 6 weeks. Goodwill is deductible for tax purposes. K.Z., Inc. On May 1, 2014, the Company closed on a Stock Purchase Agreement for the acquisition of all the outstanding capital stock of towable recreational vehicle manufacturer K.Z., Inc. (“KZ”) for initial cash consideration of $53,405, subject to adjustment, which was funded entirely from the Company’s cash on hand. The final purchase price payment of $2,915, included in accounts payable as of July 31, 2014, was based on a final determination of actual net working capital as of the May 1, 2014 closing date and was paid during the first quarter of fiscal 2015. The $2,915 included reimbursing the seller for $996 of cash on hand at the acquisition date. KZ operates as an independent operation in the same manner as the Company’s other primary subsidiaries and is aggregated within the Company’s towable recreational vehicle reportable segment. The Company purchased KZ to supplement its existing towable RV product offerings and dealer base. The following table summarizes the final fair values assigned to the KZ net assets acquired, which are based on internal and independent external valuations:
Cash |  | $ | 996 |
Other current assets |  |  | 34,121 |
Property, plant and equipment |  |  | 15,057 |
Dealer network |  |  | 13,160 |
Trademarks |  |  | 5,540 |
Non-compete agreements |  |  | 450 |
Backlog |  |  | 420 |
Goodwill |  |  | 2,703 |
Current liabilities |  |  | (16,127 | )
Total fair value of net assets acquired |  |  | 56,320 |
Less cash acquired |  |  | (996 | )
Total cash consideration for acquisition, less cash acquired |  | $ | 55,324 |
On the acquisition date, amortizable intangible assets had a weighted-average useful life of 13.9 years. The dealer network was valued based on the Discounted Cash Flow Method and is amortized on an accelerated basis over 12 years. The trademarks were valued on the Relief from Royalty Method and are amortized on a straight-line basis over 20 years. The non-compete agreements and backlog were both valued based on the Discounted Cash Flow Method, and the non-compete agreements are amortized on a straight-line basis over 5 years while the backlog was amortized on a straight-line basis over 2 months. Goodwill is deductible for tax purposes. Bison Coach On October 31, 2013, the Company closed on an Asset Purchase Agreement with Bison Coach, LLC for the acquisition of its net operating assets for initial cash consideration of $16,718, subject to adjustment, which was funded entirely from the Company’s cash on hand. The purchase price adjustment, which was based on a final determination of net assets, was finalized in the third quarter of fiscal 2014 and required an additional cash payment of $196, resulting in total cash consideration of $16,914. As a result of this acquisition, the Company formed a new entity, Bison Coach (“Bison”), which is aggregated within the Company’s towable recreational vehicle reportable segment. The Company purchased the net assets of Bison Coach, LLC to supplement its existing product offerings with Bison’s equestrian products with living quarters. The following table summarizes the final fair values assigned to the Bison net assets acquired, which are based on internal and independent external valuations:
Current assets |  | $ | 4,050 |
Property, plant and equipment |  |  | 625 |
Dealer network |  |  | 7,400 |
Trademarks |  |  | 1,800 |
Backlog |  |  | 140 |
Goodwill |  |  | 6,660 |
Current liabilities |  |  | (3,761 | )
Total fair value of net assets acquired |  | $ | 16,914 |
On the acquisition date, amortizable intangible assets had a weighted-average useful life of 13.3 years. The dealer network was valued based on the Discounted Cash Flow Method and is amortized on an accelerated cash flow basis over 12 years. The trademarks were valued on the Relief from Royalty Method and are amortized on a straight-line basis over 20 years. Backlog was valued based on the Discounted Cash Flow Method and was amortized on a straight-line basis over 6 weeks. Goodwill is deductible for tax purposes. Livin’ Lite RV, Inc. On August 30, 2013, the Company closed on an Asset Purchase Agreement with Livin’ Lite Corp. for the acquisition of its net operating assets for aggregate cash consideration of $16,769, net of cash acquired, which was funded entirely from the Company’s cash on hand. As a result of this acquisition, the Company formed a new entity, Livin’ Lite RV, Inc. (“Livin’ Lite”), which is aggregated within the Company’s towable recreational vehicle reportable segment. The Company purchased the Livin’ Lite Corp. operating assets to complement its existing brands with Livin’ Lite’s advanced lightweight product offerings. The following table summarizes the final fair values assigned to the Livin’ Lite net assets acquired, which are based on internal and independent external valuations:
Cash |  | $ | 247 |
Other current assets |  |  | 3,626 |
Property, plant and equipment |  |  | 137 |
Dealer network |  |  | 3,200 |
Trademarks |  |  | 1,500 |
Design technology assets |  |  | 1,100 |
Non-compete agreements |  |  | 130 |
Backlog |  |  | 110 |
Goodwill |  |  | 9,113 |
Current liabilities |  |  | (2,147 | )
Total fair value of net assets acquired |  |  | 17,016 |
Less cash acquired |  |  | (247 | )
Total cash paid for acquisition, less cash acquired |  | $ | 16,769 |
On the acquisition date, amortizable intangible assets had a weighted-average useful life of 10.2 years. The dealer network was valued based on the Discounted Cash Flow Method and is amortized on an accelerated cash flow basis over 8 years. The trademarks were valued on the Relief from Royalty Method and are amortized on a straight-line basis over 20 years. The design technology assets were valued on the Relief from Royalty Method and are amortized on a straight-line basis over 5 years. The non-compete agreements and backlog were both valued based on the Discounted Cash Flow Method, and the non-compete agreements were amortized on a straight-line basis over 2 years while the backlog was amortized on a straight-line basis over 6 weeks. Goodwill is deductible for tax purposes.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=65885119&loc=d3e1497-128463 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=65885119&loc=d3e1490-128463 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=65885119&loc=d3e1392-128463 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e7008-128479 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=65885119&loc=d3e1486-128463 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e6927-128479 Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=73530397&loc=d3e4845-128472 Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 7 -URI http://asc.fasb.org/extlink&oid=65885119&loc=d3e1524-128463 Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e7000-128479 Reference 10: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=73530397&loc=d3e4922-128472 Reference 11: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=73530397&loc=d3e4934-128472 Reference 12: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=73530397&loc=d3e4926-128472 Reference 13: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 4A -URI http://asc.fasb.org/extlink&oid=73530397&loc=SL65897772-128472 Reference 14: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=65885119&loc=d3e1383-128463 Reference 15: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e6996-128479 + Details
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