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Business Combinations and Asset Acquisitions | 9 Months Ended
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Jan. 01, 2022
Business Combination and Asset Acquisition [Abstract] |
Acquisitions | Acquisitions Craftsman Homes, LLC and Craftsman Development, LLC Acquisition In fiscal year 2017, we purchased a 50% ownership interest in Craftsman for $1.3 million to expand our retail presence in Nevada. At the time of the acquisition of that ownership, we concluded that we were not considered to be the primary beneficiary and therefore did not consolidate the Entities. Since the date of acquisition, we have recorded a non-marketable equity investment for the ownership, with changes to that investment for earnings and distributions from the Entities. On July 4, 2021, we obtained an additional 20% ownership interest in the Entities utilizing the same pre-tax income multiple as the 2017 purchase. As we now have a controlling interest, we have consolidated the Entities and remeasured the Entities' assets and liabilities to fair value, including our previous equity investment of $2.9 million in the Entities. As a result of the remeasurement, we recorded a gain of $3.3 million in Other income, net on the Consolidated Statements of Comprehensive Income. The purchase price on July 4, 2021 for 20% ownership was $2.5 million, valuing the Entities at $12.4 million. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands). Certain estimated values are not yet finalized and are subject to change, which could be significant. The allocation of the purchase price is still preliminary due to the short duration since the acquisition date and will be finalized upon completion of the analysis of the fair values of Craftsman's assets and specified liabilities. We expect to finalize these amounts as soon as possible but no later than one year from the acquisition date.
| July 4, 2021
Cash | $ | 6,466 |
Accounts receivable | 577 |
Inventories | 7,393 |
Property, plant and equipment | 189 |
Other current assets | 416 |
Intangible assets(1) | 2,980 |
Total identifiable assets acquired | 18,021 |
Accounts payable and accrued liabilities | 10,028 |
Net identifiable assets acquired | 7,993 |
Goodwill(2) | 4,363 |
Net assets acquired | $ | 12,356 |
(1) Includes $3.0 million assigned to trademarks and trade names, which are considered indefinite lived intangible assets and are not subject to amortization. (2) Attributable to the Factory-built housing segment, all of which will be deductible for income tax purposes. We recorded a Redeemable noncontrolling interest for the remaining 30% ownership. As 20% of this is considered mandatorily redeemable per the Craftsman Purchase Agreement, $2.5 million for the fair value of this portion of the noncontrolling interest is recorded in the long-term liabilities section of the Consolidated Balance Sheet within Secured financings and other. As we are not currently obligated for the redemption of the remaining 10% ownership, $1.2 million for the initial fair value of this portion of the noncontrolling interest is classified as a temporary equity mezzanine item between liabilities and stockholders' equity on the Consolidated Balance Sheet as Redeemable noncontrolling interest. Since the acquisition date, Craftsman contributed Net revenue of $4.5 million and $9.0 million for the three and nine months ended January 1, 2022, respectively. Craftsman contributed Net income of $654,000 and $897,000 for the three and nine months ended January 1, 2022, respectively. Cost of sales from the Craftsman acquisition included required purchase accounting adjustments whereby home product inventory is recorded at fair value upon acquisition. Commodore Homes Acquisition On September 24, 2021, we purchased certain manufactured housing assets and assumed certain liabilities of Commodore, including its six manufacturing facilities and two wholly-owned retail locations. In addition to manufacturing, Commodore also participates in commercial lending operations with its dealers. The transaction was accounted for as a business combination and the results of operations have been included in the accompanying Consolidated Financial Statements since the date of acquisition. The acquisition of Commodore brings beneficial geographic addition to our footprint with strong operations in the Northeast/Midwest/Mid-Atlantic markets and provides a platform for future growth, with the potential for cost and revenue synergies. The acquisition-date fair value of the total consideration was $146.2 million, which was paid in cash and is subject to future adjustments upon the finalization of closing financial statements. During the third quarter certain adjustments were made to these closing financial statements, which resulted in changes to the purchase price allocation and impacted the amount of goodwill recognized. We have expensed $2.7 million in acquisition related deal costs in Selling, general and administrative expenses o n the Consolidated Statements of Comprehensive Income, and have not incurred debt in connection with the purchase or subsequent operations. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date (in thousands). Certain estimated values are not yet finalized and are subject to change, which could be significant. The allocation of the purchase price is still preliminary due to the time between the acquisition date and reporting date and will be finalized upon completion of the analysis of the fair values of Commodore's acquired assets, liabilities and intangible assets. We expect to finalize these amounts as soon as possible but no later than one year from the acquisition date.
| September 24, 2021
Cash | $ | 619 |
Accounts receivable | 20,930 |
Commercial loans | 30,922 |
Inventories | 31,787 |
Property, plant and equipment(1) | 58,942 |
Other current assets | 534 |
Intangible assets(2) | 12,500 |
Total identifiable assets acquired | 156,234 |
Accounts payable and accrued liabilities | 32,556 |
Net identifiable assets acquired | 123,678 |
Goodwill(3) | 22,492 |
Net assets acquired | $ | 146,170 |
(1) Includes assets acquired under finance leases. See Note 9 for additional information. (2) Includes $7.2 million assigned to customer-related intangibles, subject to a useful life of 11 years amortized on a straight-line basis; $3.8 million assigned to trademarks and trade names, which are considered indefinite lived intangible assets and are not subject to amortization; $1.0 million for acquired sales order backlogs that will be amortized over the period to produce the associated backlog; and $0.5 million for a covenant not to compete from the sellers, amortized on a straight-line basis over the term of 5 years. (3) Attributable to the Factory-built housing segment, all of which will be deductible for income tax purposes. Since the acquisition date, Commodore contributed Net revenue of $73.1 million and $77.5 million for the three and nine months ended January 1, 2022, respectively. Commodore contributed Net income of $2.5 million and $1.8 million for the three and nine months ended January 1, 2022, respectively. Cost of sales from the Commodore acquisition included required purchase accounting adjustments whereby home product inventory is recorded at fair value upon acquisition. Pro Forma Impact of Acquisitions. The following table presents supplemental pro forma information as if the above acquisitions occurred on March 29, 2020 (in thousands, except per share data):
| Three Months Ended |  | Nine Months Ended
| January 1, 2022 |  | December 26, 2020 |  | January 1, 2022 |  | December 26, 2020
Net revenue | $ | 431,714 |  |  | $ | 355,844 |  |  | $ | 1,287,768 |  |  | $ | 990,906 |
Net income attributable to Cavco common stockholders | 79,419 |  |  | 20,440 |  |  | 146,828 |  |  | 57,973 |
Diluted net income per share | 8.57 |  |  | 2.20 |  |  | 15.84 |  |  | 6.24 |

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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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