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ACQUISITIONS | 12 Months Ended
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Jul. 31, 2023
Business Combination and Asset Acquisition [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 total cash consideration 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. The final cash consideration was $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. Subsequent to the acquisition date, 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 final fair values of the Airxcel net assets acquired on 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 |  | 372,608 |
Current liabilities |  | (115,535) |
Deferred income tax liabilities |  | (77,086) |
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., and certain other associated operating and supply companies, which primarily supply component parts and services to Tiffin Motorhomes, Inc., (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. 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 networks were valued based on the Discounted Cash Flow Method and are 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. Pro-forma Information 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. The disclosure of pro forma net sales and earnings does not purport to indicate the results that would actually have been obtained had the acquisitions been completed on the assumed dates for the periods presented, or which may be realized in the future. The unaudited pro forma information does not reflect any operating efficiencies or cost savings that may have been realized from the integration of these acquisitions.
|  | Fiscal 2022 |  | Fiscal 2021
Net sales |  | $ | 16,359,983 |  |  | $ | 13,075,712 |
Net income attributable to THOR Industries, Inc. |  | $ | 1,144,617 |  |  | $ | 689,198 |
Basic earnings per common share |  | $ | 20.80 |  |  | $ | 12.46 |
Diluted earnings per common share |  | $ | 20.71 |  |  | $ | 12.38 |

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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/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//805/tableOfContent + Details
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