EQUITY INVESTMENTS AND ACQUISITION |
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| Equity Method Investments and Joint Ventures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| EQUITY INVESTMENTS AND ACQUISITION | EQUITY INVESTMENTS AND ACQUISITION Effective December 30, 2022, the Company entered into a Subscription and Contribution Agreement with TechNexus Holdings LLC (“TechNexus”), whereby the Company transferred TH2Connect, LLC d/b/a Roadpass Digital (“Roadpass Digital”) and its associated legal entities to TN-RP Holdings, LLC (“TN-RP”), following which the Company and TechNexus owned 100% of the Class A-RP units and Class C-RP units, respectively, issued by TN-RP. The Company also simultaneously entered into an Operating Agreement with TechNexus related to TN-RP whereby TechNexus managed the day-to-day operations of TN-RP subject to certain protective rights maintained by the Company. As a result of the December 30, 2022 agreements, the Company no longer had a controlling financial interest in Roadpass Digital which resulted in the deconsolidation of Roadpass Digital in fiscal 2023. For the entirety of fiscal 2024 and 2025 as well as for fiscal 2026 prior to July 1, 2026, TN-RP was a variable interest entity (“VIE”), in which both the Company and TechNexus each had a variable interest. The Company had significant influence due to its Class A-RP unit ownership interest, non-majority seats on the TN-RP advisory board and certain protective rights, and therefore the Company’s investment in TN-RP was accounted for under the equity method of accounting and reported as a component of Equity investments in the Consolidated Balance Sheets until the July 1, 2026 transaction date. Effective July 1, 2026, the Company entered into a Master Transaction and Settlement Agreement with TechNexus that transferred the Class C-RP units held by TechNexus to the Company and TechNexus resigned as manager. This resulted in the Company obtaining full ownership and control of TN-RP, which includes the Roadpass Digital business. The Company completed the transaction to obtain control of TN-RP and the Roadpass Digital business, including control of decisions previously executed by the manager, as we believe the Company will be able to extract more value, at a quicker pace, from the business by integrating Roadpass Digital strategically and wholistically with other Company businesses and assets which are focused on driving value to RV owners. Consideration transferred was immaterial. The Company remeasured its previously held interest in TN-RP to fair value. As a result of the transaction, the Company recognized an immaterial loss in Other income, net, in the Consolidated Statements of Income and Comprehensive Income in fiscal 2026 and consolidated TN-RP as of July 1, 2026. As of July 1, 2026, the fair value of the previously held interest in TN-RP was based on a Discounted Cash Flow method and Option Pricing Model. This fair value measurement includes management judgment, particularly estimates of future cash flows based on revenues and margins that TN-RP is forecasted to generate in the future, terminal value assumptions and discount rates developed using market observable inputs and consideration of risks regarding future performance. Additionally, the Option Pricing Model further utilized estimates related to volatility, incorporating a selection of guideline public companies, and expected time to exit. The Discounted Cash Flow method and Option Pricing Model both used level 3 inputs as defined by ASC 820. Following the July 1, 2026 transaction, the TN-RP operating companies were moved under the ownership and management of Airxcel. The Roadpass Digital business will operate as a subsidiary of Airxcel, which will support efficient strategic integration and the expansion of RV and travel-related products and services. The following is a preliminary summary of the fair values of the net assets acquired on the July 1, 2026 acquisition date. The Company is in the process of completing a fair value analysis relating to the identified intangible assets, and as such, those values remain subject to adjustment. The Company expects to finalize these values in the first half of fiscal 2027.
On the transaction date, amortizable intangible assets (which consist of developed technology, tradenames and trademarks, and customer and user relationships) had a weighted-average useful life of 5 years. The developed technology was valued based on the Discounted Cash Flow method and is amortized on a straight-line basis over 6 years. The tradenames and trademarks were valued based on the Relief from Royalty method and are amortized on a straight-line basis over 15 years. The customer and user relationships were valued based on the Replacement Cost method and are amortized on a straight-line basis over 2 years. The Company holds other investments that are accounted for under the equity method of accounting and reported as components of Equity investments in the Consolidated Balance Sheets. One of those investments is also a VIE over which the Company has significant influence. The Company had the following aggregate investment and maximum exposure to loss related to investments that are VIEs:
The Company’s share of income and losses accounted for under the equity method of accounting are included in Other income, net in the Consolidated Statements of Income and Comprehensive Income. Income of $1,074 was recognized in the fiscal year ended July 31, 2026. Losses of $3,775 and $13,106 were recognized in the fiscal years ended July 31, 2025 and July 31, 2024, respectively.
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| EQUITY INVESTMENTS AND ACQUISITION | EQUITY INVESTMENTS AND ACQUISITION Effective December 30, 2022, the Company entered into a Subscription and Contribution Agreement with TechNexus Holdings LLC (“TechNexus”), whereby the Company transferred TH2Connect, LLC d/b/a Roadpass Digital (“Roadpass Digital”) and its associated legal entities to TN-RP Holdings, LLC (“TN-RP”), following which the Company and TechNexus owned 100% of the Class A-RP units and Class C-RP units, respectively, issued by TN-RP. The Company also simultaneously entered into an Operating Agreement with TechNexus related to TN-RP whereby TechNexus managed the day-to-day operations of TN-RP subject to certain protective rights maintained by the Company. As a result of the December 30, 2022 agreements, the Company no longer had a controlling financial interest in Roadpass Digital which resulted in the deconsolidation of Roadpass Digital in fiscal 2023. For the entirety of fiscal 2024 and 2025 as well as for fiscal 2026 prior to July 1, 2026, TN-RP was a variable interest entity (“VIE”), in which both the Company and TechNexus each had a variable interest. The Company had significant influence due to its Class A-RP unit ownership interest, non-majority seats on the TN-RP advisory board and certain protective rights, and therefore the Company’s investment in TN-RP was accounted for under the equity method of accounting and reported as a component of Equity investments in the Consolidated Balance Sheets until the July 1, 2026 transaction date. Effective July 1, 2026, the Company entered into a Master Transaction and Settlement Agreement with TechNexus that transferred the Class C-RP units held by TechNexus to the Company and TechNexus resigned as manager. This resulted in the Company obtaining full ownership and control of TN-RP, which includes the Roadpass Digital business. The Company completed the transaction to obtain control of TN-RP and the Roadpass Digital business, including control of decisions previously executed by the manager, as we believe the Company will be able to extract more value, at a quicker pace, from the business by integrating Roadpass Digital strategically and wholistically with other Company businesses and assets which are focused on driving value to RV owners. Consideration transferred was immaterial. The Company remeasured its previously held interest in TN-RP to fair value. As a result of the transaction, the Company recognized an immaterial loss in Other income, net, in the Consolidated Statements of Income and Comprehensive Income in fiscal 2026 and consolidated TN-RP as of July 1, 2026. As of July 1, 2026, the fair value of the previously held interest in TN-RP was based on a Discounted Cash Flow method and Option Pricing Model. This fair value measurement includes management judgment, particularly estimates of future cash flows based on revenues and margins that TN-RP is forecasted to generate in the future, terminal value assumptions and discount rates developed using market observable inputs and consideration of risks regarding future performance. Additionally, the Option Pricing Model further utilized estimates related to volatility, incorporating a selection of guideline public companies, and expected time to exit. The Discounted Cash Flow method and Option Pricing Model both used level 3 inputs as defined by ASC 820. Following the July 1, 2026 transaction, the TN-RP operating companies were moved under the ownership and management of Airxcel. The Roadpass Digital business will operate as a subsidiary of Airxcel, which will support efficient strategic integration and the expansion of RV and travel-related products and services. The following is a preliminary summary of the fair values of the net assets acquired on the July 1, 2026 acquisition date. The Company is in the process of completing a fair value analysis relating to the identified intangible assets, and as such, those values remain subject to adjustment. The Company expects to finalize these values in the first half of fiscal 2027.
On the transaction date, amortizable intangible assets (which consist of developed technology, tradenames and trademarks, and customer and user relationships) had a weighted-average useful life of 5 years. The developed technology was valued based on the Discounted Cash Flow method and is amortized on a straight-line basis over 6 years. The tradenames and trademarks were valued based on the Relief from Royalty method and are amortized on a straight-line basis over 15 years. The customer and user relationships were valued based on the Replacement Cost method and are amortized on a straight-line basis over 2 years. The Company holds other investments that are accounted for under the equity method of accounting and reported as components of Equity investments in the Consolidated Balance Sheets. One of those investments is also a VIE over which the Company has significant influence. The Company had the following aggregate investment and maximum exposure to loss related to investments that are VIEs:
The Company’s share of income and losses accounted for under the equity method of accounting are included in Other income, net in the Consolidated Statements of Income and Comprehensive Income. Income of $1,074 was recognized in the fiscal year ended July 31, 2026. Losses of $3,775 and $13,106 were recognized in the fiscal years ended July 31, 2025 and July 31, 2024, respectively.
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