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Acquisitions | 12 Months Ended
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Oct. 31, 2018
Business Combinations [Abstract] |
Acquisitions | Note 3. Acquisitions The Company has accounted for all business combinations using the acquisition method of accounting to record a new cost basis for the assets acquired and liabilities assumed. The difference between the purchase price and the fair value of the assets acquired and liabilities assumed has been recorded as goodwill in the financial statements. The results of operations are reflected in the consolidated financial statements of the Company from the dates of acquisition. Lance Camper Manufacturing Acquisition On January 12, 2018, the Company acquired 100% of the common shares of Lance Camper Mfg. Corp. and its sister company Avery Transport, Inc. (collectively, “Lance” and the “Lance Acquisition”). Lance designs, engineers and manufactures truck campers, towable campers and toy haulers. This acquisition gives the Company an entrance into the high volume towables segment of the recreational vehicle market. The purchase price paid for Lance was $67.9 million ($61.9 million net of $6.0 million cash acquired), which included an adjustment based on the level of net working capital at closing, as defined in the purchase agreement and was funded through the Company’s revolving credit facility. Lance is reported as part of the Recreation segment. The Company will also pay up to an additional $10.0 million to the selling shareholders subsequent to the acquisition date in the form of deferred purchase price payable of $5.0 million on each of the 12- and 24-month anniversary dates of the acquisition date as per the agreement terms. This deferred payment is being recognized as an expense in the Company’s consolidated statement of operations over the period of the agreement. As of October 31, 2018, the Company had not completed its assessment of the fair value of all acquired assets and liabilities assumed, or of the determination of the final purchase price calculation, as defined in the purchase agreement. The preliminary purchase price allocation resulted in goodwill of $27.5 million, which is deductible for income tax purposes. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed for Lance:
Assets: |  |  |  |
Cash |  | $ | 6.0 |
Accounts receivable, net |  |  | 4.4 |
Inventories, net |  |  | 10.3 |
Other current assets |  |  | 0.3 |
Property, plant and equipment |  |  | 4.6 |
Intangible assets, net |  |  | 24.3 |
Other long-term assets |  |  | 0.1 |
Total assets acquired |  |  | 50.0 |
Liabilities: |  |  |  |
Accounts payable |  |  | 2.4 |
Accrued warranty |  |  | 1.4 |
Other current liabilities |  |  | 5.8 |
Other long-term liabilities |  |  | — |
Total liabilities assumed |  |  | 9.6 |
Net Assets Acquired |  |  | 40.4 |
Consideration Paid |  |  | 67.9 |
Goodwill |  | $ | 27.5 |
Intangible assets acquired as a result of the Lance Acquisition are as follows:
Customer relationships (6 year life) |  | $ | 12.7 |
Order backlog (1 year life) |  |  | 1.8 |
Trademarks (indefinite life) |  |  | 9.8 |
Total intangible assets, net |  | $ | 24.3 |
Net sales and operating income attributable to Lance were $106.9 million and $9.6 million for fiscal year 2018, respectively. Ferrara Fire Apparatus Acquisition On April 25, 2017, the Company acquired 100% of the common shares of Ferrara Fire Apparatus, Inc. (“Ferrara” and the “Ferrara Acquisition”). Ferrara is a leading custom fire apparatus and rescue vehicle manufacturer that engineers and manufactures vehicles for municipal and industrial customers. This acquisition enhances the Company’s emergency vehicle product offering, particularly with custom fire apparatus including pumpers, aerials, and industrial vehicles. The final purchase price for Ferrara was $97.8 million ($94.8 million net of $3.0 million cash acquired) which included a subsequent adjustment of $2.3 million received from the seller based on the level of net working capital on the acquisition date. The net cash consideration paid at closing was funded through the Company’s revolving credit facility and Term Loan. Ferrara is reported as part of the Fire & Emergency segment. The final purchase price allocation resulted in goodwill of $31.7 million, which is not deductible for income tax purposes. The following table summarizes the fair values of the assets acquired and liabilities assumed for Ferrara:
Assets: |  |  |  |
Cash |  | $ | 3.0 |
Accounts receivable, net |  |  | 15.8 |
Inventories, net |  |  | 40.1 |
Other current assets |  |  | 0.4 |
Property, plant and equipment |  |  | 12.5 |
Other long-term assets |  |  | 0.1 |
Intangible assets, net |  |  | 32.7 |
Total assets acquired |  |  | 104.6 |
Liabilities: |  |  |  |
Accounts payable |  |  | 17.1 |
Accrued warranty |  |  | 3.4 |
Customer advances |  |  | 7.7 |
Deferred income taxes |  |  | 3.6 |
Other current liabilities |  |  | 2.8 |
Other long-term liabilities |  |  | 3.9 |
Total liabilities assumed |  |  | 38.5 |
Net Assets Acquired |  |  | 66.1 |
Consideration Paid |  |  | 97.8 |
Goodwill |  | $ | 31.7 |
Intangible assets acquired as a result of the Ferrara Acquisition are as follows:
Customer relationships (12 year life) |  | $ | 14.4 |
Order backlog (1 year life) |  |  | 3.2 |
Non-compete agreements (4 year life) |  |  | 1.5 |
Trade names (indefinite life) |  |  | 13.6 |
Total intangible assets, net |  | $ | 32.7 |
Net sales and operating income attributable to Ferrara were $122.9 million and $7.7 million for the fiscal year 2018, respectively. Midwest Automotive Designs Acquisition On April 13, 2017, the Company acquired certain assets and liabilities of Midwest Automotive Designs (“Midwest” and the “Midwest Acquisition”). Midwest manufactures Class B recreational vehicles (“RVs”) and luxury vans. This acquisition enhances the Company’s product offerings in its Recreation segment, by adding a selection of Class B recreational vehicles and multiple products for the luxury limousine, charter and tour bus markets. The final purchase price for Midwest was $34.9 million (net of cash acquired), which included a subsequent adjustment of $0.5 million received from the seller based on the level of net working capital on the acquisition date. The net cash consideration paid at closing was funded through the Company’s revolving credit facility. Midwest is reported as part of the Recreation segment. The final purchase price allocation resulted in goodwill of $12.9 million, which is deductible for income tax purposes. The following table summarizes the fair values of the assets acquired and liabilities assumed for Midwest:
Assets: |  |  |  |
Cash |  | $ | — |
Accounts receivable, net |  |  | 4.3 |
Inventories, net |  |  | 9.0 |
Other current assets |  |  | 0.1 |
Property, plant and equipment |  |  | 0.2 |
Intangible assets, net |  |  | 16.5 |
Total assets acquired |  |  | 30.1 |
Liabilities: |  |  |  |
Accounts payable |  |  | 6.7 |
Accrued warranty |  |  | 0.3 |
Customer advances |  |  | 0.9 |
Other current liabilities |  |  | 0.2 |
Total liabilities assumed |  |  | 8.1 |
Net Assets Acquired |  |  | 22.0 |
Consideration Paid |  |  | 34.9 |
Goodwill |  | $ | 12.9 |
Intangible assets acquired as a result of the Midwest Acquisition are as follows:
Customer relationships (6 year life) |  | $ | 12.9 |
Order backlog (1 year life) |  |  | 0.5 |
Trade names (indefinite life) |  |  | 3.1 |
Total intangible assets, net |  | $ | 16.5 |
Net sales and operating income attributable to Midwest were $67.0 million and $5.3 million for fiscal year 2018, respectively. Renegade RV Acquisition On December 30, 2016, the Company acquired 100% of the common shares of Kibbi, LLC, which operated as Renegade RV (“Renegade” and the “Renegade Acquisition”). Renegade is a leading manufacturer of Class C and “Super C” RVs and heavy-duty special application trailers. The final purchase price for Renegade was $22.5 million ($20.9 million net of $1.6 million cash acquired), which included a $0.3 million payment to Renegade’s sellers based on the level of net working capital on the acquisition date. The net cash consideration paid at closing was funded through the Company’s revolving credit facility. Renegade is reported as part of the Recreation segment. The final purchase price allocation resulted in goodwill of $4.2 million, which is not deductible for income tax purposes. During the first quarter of fiscal year 2018, the Company completed its assessment of the fair values of intangible assets and recorded measurement period adjustments that resulted in a $1.3 million increase in intangible assets and a $2.1 million increase in deferred income tax liabilities with a corresponding net increase in goodwill of $0.8 million. The change in deferred income tax liabilities is related to the completion of the intangible asset valuation and income tax attributes as a result of a tax return filing. Net sales and operating income attributable to Renegade were $133.2 million and $16.3 million for fiscal year 2018, respectively.

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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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