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Acquisitions | 9 Months Ended
--- | ---
Apr. 30, 2022
Business Combinations [Abstract] |
Acquisitions | Acquisitions Airxcel On September 1, 2021, the Company acquired Wichita, Kansas-based AirX Intermediate, Inc. (“Airxcel”). Airxcel manufactures a comprehensive line of high-quality component products which are sold primarily to original equipment RV manufacturers as well as consumers via aftermarket sales through dealers and retailers. Airxcel provides industry-leading products in recreational vehicle heating, cooling, ventilation, cooking, window coverings, sidewalls and roofing materials, among others. The initial cash consideration for the Airxcel acquisition was $750,000 in cash, subject to adjustments, and was funded through a combination of cash-on-hand and $625,000 of borrowings from the Company's asset-based credit facility (“ABL”). The total cash consideration to be paid was subject to the final determination of the actual acquired net working capital as of the close of business on September 1, 2021, which was finalized in the second quarter of fiscal 2022 and the true-up reduced the cash consideration to $745,279, net of cash acquired. In conjunction with the Airxcel acquisition, the Company expanded its existing ABL facility from $750,000 to $1,000,000, favorably amended certain terms of the agreement and extended the term of the ABL as discussed in Note 12 to the Condensed Consolidated Financial Statements. The interest rate provisions remain unchanged. The Company acquired Airxcel as part of its long-term, strategic growth plan and the acquisition is expected to provide numerous benefits, including strengthening the RV supply chain, diversifying its revenue sources and expanding Airxcel’s supply chain business in North America and Europe. Airxcel operates as an independent operation in the same manner as the Company's other subsidiaries. The results of Airxcel are included in the Company’s Condensed Consolidated Statements of Income and Comprehensive Income since the September 1, 2021 acquisition date. Airxcel recorded net sales of $371,503, net of intercompany sales, and net income before income taxes, net of intercompany profit elimination, of $25,595 for the period from the date of acquisition through April 30, 2022. Net income before income taxes includes a charge of $6,791 related to the step-up in assigned value of acquired Airxcel inventory that was included in cost of products sold, and also includes $25,930 in amortization expense related to the acquired intangible assets. From the acquisition date through April 30, 2022, the Company made immaterial measurement period adjustments to better reflect the facts and circumstances that existed at the acquisition date. The following table summarizes the estimated fair values of the Airxcel net assets acquired on the acquisition date. The Company is in the process of finalizing the fair value analysis, but this analysis has not been fully completed. The provisional amounts included below, 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 |  | $ | 23,404 |
Inventory |  | 71,150 |
Other assets |  | 62,657 |
Property, plant and equipment |  | 40,518 |
Amortizable intangible assets: |  |
Customer relationships |  | 284,000 |
Trademarks |  | 56,900 |
Design technology assets |  | 60,600 |
Backlog |  | 700 |
Goodwill |  | 368,688 |
Current liabilities |  | (109,586) |
Deferred income tax liabilities |  | (79,115) |
Other liabilities |  | (10,494) |
Non-controlling interest |  | (739) |
Total fair value of net assets acquired |  | 768,683 |
Less cash acquired |  | (23,404) |
Total cash consideration for acquisition, less cash acquired |  | $ | 745,279 |
On the acquisition date, amortizable intangible assets had a weighted-average useful life of 18.3 years. The customer relationships were valued based on the Discounted Cash Flow Method and are being amortized on an accelerated basis over 20 years. The trademarks were valued on the Relief from Royalty Method and are being amortized on a straight-line basis over 20 years. The design technology assets were valued on the Relief from Royalty Method and are being amortized on a straight-line basis over 10 years. Backlog was valued based on the Discounted Cash Flow Method and was amortized on a straight-line basis over two months. The majority of the goodwill recognized as a result of this transaction is not deductible for tax purposes. Tiffin Group On December 18, 2020, the Company acquired 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 cash consideration for the acquisition of the Tiffin Group was $288,238, net of cash acquired, 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 following table summarizes the final fair values of the Tiffin Group net assets acquired on 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 |  | 65,064 |
Current liabilities |  | (81,423) |
Deferred income tax liabilities |  | (37,263) |
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 is being amortized on an accelerated basis over 18 to 20 years. The trademarks were valued on the Relief from Royalty Method and are being amortized on a straight-line basis over 20 years. Backlogs were valued based on the Discounted Cash Flow Method and were amortized on a straight-line basis over five to seven months. Generally, the goodwill recognized as a result of this transaction is not deductible for tax purposes. The following unaudited pro forma information represents the Company’s results of operations as if the fiscal 2022 acquisition of Airxcel had occurred at the beginning of fiscal 2021 and the fiscal 2021 acquisition of the Tiffin Group had occurred at the beginning of fiscal 2020. These pro forma results may not be indicative of the actual results that would have occurred under the ownership and management of the Company.
|  | Three Months Ended April 30,
|  | 2022 |  | 2021
Net sales |  | $ | 4,657,517 |  |  | $ | 3,595,680 |
Net income attributable to THOR Industries, Inc. |  | $ | 348,051 |  |  | $ | 190,564 |
Basic earnings per common share |  | $ | 6.34 |  |  | $ | 3.44 |
Diluted earnings per common share |  | $ | 6.32 |  |  | $ | 3.42 |
|  | Nine Months Ended April 30,
|  | 2022 |  | 2021
Net sales |  | $ | 12,538,217 |  |  | $ | 9,352,649 |
Net income attributable to THOR Industries, Inc. |  | $ | 863,674 |  |  | $ | 457,147 |
Basic earnings per common share |  | $ | 15.62 |  |  | $ | 8.26 |
Diluted earnings per common share |  | $ | 15.56 |  |  | $ | 8.22 |
Togo Group As discussed in Note 2 to the Company’s Consolidated Financial Statements included in the Fiscal 2021 Form 10-K, the Company held a 73.5% ownership interest in the Togo Group, which was rebranded as Roadpass Digital in November 2021. During the third quarter of fiscal 2022, the Company acquired the remaining interest in Togo Group for $16,144 in cash, and as a result holds a 100% ownership interest in Togo Group as of April 30, 2022.

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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 https://asc.fasb.org/topic&trid=2303972 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 5 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4946-128472 + Details
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