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Acquisitions | 9 Months Ended
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Apr. 30, 2021
Business Combinations [Abstract] |
Acquisitions | Acquisitions Tiffin Group On December 18, 2020, the Company closed on a Stock Purchase Agreement (“Tiffin Group SPA”) for the acquisition of all of the issued and outstanding capital stock of luxury motorized recreational vehicle manufacturer Tiffin Motorhomes, Inc., including fifth wheel towable recreational vehicle manufacturer Vanleigh RV, and certain other associated operating and supply companies, which primarily supply component parts and services to Tiffin Motorhomes, Inc. and Vanleigh RV (collectively, the “Tiffin Group”). Tiffin Group, LLC, a wholly-owned subsidiary of the Company, owns the Tiffin Group. Tiffin Motorhomes, Inc. operates out of various locations in Alabama while Vanleigh RV operates out of Mississippi. The initial cash consideration for the acquisition of the Tiffin Group was approximately $300,000, subject to adjustment, and was funded through existing cash-on-hand as well as $165,000 in borrowings from the Company’s existing asset-based credit facility. The total cash consideration to be paid is subject to the final determination of the actual acquired net working capital, as defined in the Tiffin Group SPA, as of the close of business on December 18, 2020, which determination was finalized in the fourth quarter of fiscal 2021 and the true-up was not material. The Tiffin Group operates as an independent operation in the same manner as the Company’s other recreational vehicle subsidiaries, and its motorized operations are aggregated within the Company’s motorized recreational vehicle reportable segment and its towable operations are aggregated within the Company’s towable recreational vehicle reportable segment. The Company purchased the Tiffin Group to complement its existing motorized and towable RV product offerings and North American independent dealer base. The results of the Tiffin Group are included in the Company’s Condensed Consolidated Statements of Income and Comprehensive Income since the December 18, 2020 acquisition date. The Tiffin Group recorded net sales of $253,636 and net income before income taxes of $8,847 for the period from the date of acquisition through April 30, 2021. Net income before income taxes included a charge of $4,272 related to the step-up in assigned value of acquired Tiffin Group inventory that was included in cost of products sold in the current period, and also includes a charge of $4,248 for the amortization expense related to the acquired backlog and the other acquired amortizable intangible assets. The following table summarizes the estimated fair values of the Tiffin Group net assets acquired on the acquisition date. The Company is in the process of finalizing a fair value analysis, but this analysis has not been fully completed. The provisional amounts related to deferred income tax liabilities and certain accrued expenses remain subject to potential adjustment. The Company expects to finalize these values as soon as practical and no later than one year from the acquisition date.
Cash |  | $ | 13,074 |
Inventory |  | 116,441 |
Other assets |  | 53,860 |
Property, plant and equipment |  | 48,262 |
Amortizable intangible assets: |  |
Dealer network |  | 92,200 |
Trademarks |  | 32,100 |
Non-compete agreements |  | 1,400 |
Backlog |  | 4,800 |
Goodwill |  | 62,905 |
Current liabilities |  | (81,423) |
Deferred income tax liabilities |  | (35,104) |
Other liabilities |  | (7,203) |
Total fair value of net assets acquired |  | 301,312 |
Less cash acquired |  | (13,074) |
Total cash consideration for acquisition, less cash acquired |  | $ | 288,238 |
On the acquisition date, amortizable intangible assets had a weighted-average useful life of 18.8 years. The dealer network was valued based on the Discounted Cash Flow Method and will be amortized on an accelerated basis over 18 to 20 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 will be amortized on a straight-line basis over five to seven months. Generally, the goodwill recognized as a result of this transaction will be not deductible for tax purposes. Togo Group In February 2018, the Company formed a 50/50 joint venture, originally called TH2connect, LLC, with Tourism Holdings Limited ("thl"). In July 2019, this joint venture was rebranded as "Togo Group." Togo Group was formed to own, improve and sell innovative and comprehensive digital applications through a platform designed for the global RV industry. Effective March 23, 2020, the Company and thl reached an agreement (the “2020 Agreement”) whereby the Company obtained additional ownership interest in Togo Group. THOR obtained a 73.5% controlling interest in Togo Group and the power to direct the activities of Togo Group. Since the effective date of the 2020 Agreement, the operating results, balance sheet accounts and cash flow activity of Togo Group have been consolidated within the Company's Condensed Consolidated Financial Statements. The operations of Togo Group are focused on digital solutions primarily for the North American market related to travel and RV use, with expansion into other regions anticipated in future periods. The Togo Group is managed as a stand-alone operating entity and represents a non-reportable segment and a separate reporting unit for goodwill assessment purposes. The table below summarizes the final estimated fair value of the Togo Group assets acquired and liabilities assumed as of the 2020 Agreement effective date.
Cash |  | $ | 326 |
Accounts receivable |  | 466 |
Other assets |  | 749 |
Property, plant and equipment |  | 362 |
Amortizable intangible assets |  |
Trade names and trademarks |  | 1,130 |
Developed technology |  | 5,700 |
Other |  | 1,350 |
Goodwill |  | 61,955 |
Liabilities |  | (2,595) |
Non-controlling interest |  | (16,835) |
Total fair value of net assets acquired |  | $ | 52,608 |
Amortizable intangible assets have a weighted-average useful life of approximately eight years and are amortized on a straight-line basis. The developed technology was valued using the Multi-Period Excess Earnings method, which is a form of the income approach. Trade names and trademarks were valued using the Relief from Royalty method. The majority of the goodwill is expected to be deductible for tax purposes. Prior to the March 23, 2020 effective date of the 2020 Agreement, the Company accounted for the investment in Togo Group under the equity method of accounting, and the Company's share of the losses of this investment were included in Other income (expense), net in the Condensed Consolidated Statements of Income and Comprehensive Income. The Company's share of the losses from this investment recognized in the three and nine-month periods ended April 30, 2020 were $2,137 and $6,884, respectively. The following unaudited pro forma information represents the Company’s results of operations as if the fiscal 2021 acquisition of the Tiffin Group had occurred at the beginning of fiscal 2020 and the fiscal 2020 acquisition of the Togo Group had occurred at the beginning of fiscal 2019. These performance results may not be indicative of the actual results that would have occurred under the ownership and management of the Company.
|  | Three Months Ended |  | Nine Months Ended
|  | April 30, 2021 |  | April 30, 2021
Net sales |  | $ | 3,459,264 |  |  | $ | 8,988,314 |
Net income attributable to THOR Industries, Inc. |  | $ | 183,104 |  |  | $ | 436,817 |
Basic earnings per common share |  | $ | 3.31 |  |  | $ | 7.90 |
Diluted earnings per common share |  | $ | 3.29 |  |  | $ | 7.85 |
|  | Three Months Ended |  | Nine Months Ended
|  | April 30, 2020 |  | April 30, 2020
Net sales |  | $ | 1,826,765 |  |  | $ | 6,403,792 |
Net income attributable to THOR Industries, Inc. |  | $ | 20,966 |  |  | $ | 103,623 |
Basic earnings per common share |  | $ | 0.38 |  |  | $ | 1.88 |
Diluted earnings per common share |  | $ | 0.38 |  |  | $ | 1.87 |

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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://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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