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ACQUISITIONS (Tables) | 9 Months Ended
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Oct. 01, 2023
Business Combination and Asset Acquisition [Abstract] |
Schedule of Asset Acquisition, Contingent Consideration | Changes in the fair value of contingent consideration for the nine months ended October 1, 2023 are as follows:
($ in thousands) |  |
Balance - December 31, 2022 |  | $ | 9,213 |
Additions |  | 3,590 |
Fair value adjustments(1) |  | 1,000 |
Settlements |  | (5,180) |
Balance - October 1, 2023 |  | $ | 8,623 |
(1) The Company records non-cash fair value adjustments to contingent consideration based on expected results, which are included in selling, general and administrative expenses in the Company's condensed consolidated statements of income for the first nine months of 2023. The following table shows the balance sheet location of the fair value of contingent consideration and the maximum amount of contingent consideration payments the Company may be subject to at October 1, 2023 and December 31, 2022:
($ in thousands) |  | October 1, 2023 |  | December 31, 2022
Accrued liabilities |  | $ | 7,583 |  |  | $ | 5,250 |
Other long-term liabilities |  | 1,040 |  |  | 3,963 |
Total fair value of contingent consideration |  | $ | 8,623 |  |  | $ | 9,213 |
Maximum amount of contingent consideration |  | $ | 10,167 |  |  | $ | 10,747 |
Schedule of Business Acquisitions, by Acquisition | The Company completed three acquisitions in the first nine months ended October 1, 2023, including the following previously announced acquisition:
Company |  | Segment |  | Description
BTI Transport |  | Distribution |  | Provider of transportation and logistics services to marine original equipment manufacturers ("OEMs") and dealers, based in Elkhart, Indiana, acquired in April 2023. The acquired business operates under the Patrick Marine Transport brand.
The Company completed five acquisitions in the year ended December 31, 2022, including the following three previously announced acquisitions (collectively, the "2022 Acquisitions"):
Company |  | Segment |  | Description
Rockford Corporation |  | Manufacturing |  | Designer and manufacturer of audio systems and components through its brand Rockford Fosgate®, primarily serving the powersports and automotive aftermarkets, based in Tempe, Arizona, acquired in March 2022.
Diamondback Towers, LLC |  | Manufacturing |  | Manufacturer of wakeboard/ski towers and accessories for marine OEMs, based in Cocoa, Florida, acquired in May 2022.
Transhield |  | Manufacturing |  | Designer and manufacturer of customized and proprietary protection solutions for the marine, military and industrial markets, including covers and shrinkable packaging, to protect equipment during transport and storage, based in Elkhart, Indiana, acquired in November 2022.
Schedule of Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of the assets acquired and the liabilities assumed as of the date of acquisition for the 2023 Acquisitions and 2022 Acquisitions:
|  |  |  | 2023 Acquisitions |  | 2022 Acquisitions
($ in thousands) |  |  |  | Acquisition A |  | Acquisition B |  | All Others |  | Total
Consideration |  |  |  |  |  |  |  |  |  |
| Cash, net of cash acquired |  | $ | 26,359 |  |  | $ | 132,557 |  |  | $ | 94,705 |  |  | $ | 20,832 |  |  | $ | 248,094 |
| Working capital holdback and other, net |  | (10) |  |  | — |  |  | — |  |  | (20) |  |  | (20) |
| Contingent consideration(1) |  | 3,500 |  |  | — |  |  | — |  |  | 1,840 |  |  | 1,840 |
|  | Total consideration |  | $ | 29,849 |  |  | $ | 132,557 |  |  | $ | 94,705 |  |  | $ | 22,652 |  |  | $ | 249,914 |
Assets Acquired |  |  |  |  |  |  |  |  |  |
| Trade receivables |  | $ | 570 |  |  | $ | 20,640 |  |  | $ | 4,880 |  |  | $ | 904 |  |  | $ | 26,424 |
| Inventories |  | 4,407 |  |  | 32,744 |  |  | 8,732 |  |  | 2,352 |  |  | 43,828 |
| Prepaid expenses & other |  | 190 |  |  | 1,325 |  |  | 164 |  |  | 128 |  |  | 1,617 |
| Property, plant & equipment |  | 10,149 |  |  | 4,681 |  |  | 8,086 |  |  | 1,464 |  |  | 14,231 |
| Operating lease right-of-use assets |  | 1,044 |  |  | 2,917 |  |  | 1,435 |  |  | 599 |  |  | 4,951 |
| Identifiable intangible assets |  |  |  |  |  |  |  |  |  |
|  | Customer relationships |  | 10,370 |  |  | 58,000 |  |  | 30,970 |  |  | 7,055 |  |  | 96,025 |
|  | Non-compete agreements |  | 430 |  |  | 500 |  |  | — |  |  | 310 |  |  | 810 |
|  | Patents |  | — |  |  | 7,500 |  |  | 9,500 |  |  | — |  |  | 17,000 |
|  | Trademarks |  | — |  |  | 17,000 |  |  | 8,080 |  |  | 1,310 |  |  | 26,390 |
Liabilities Assumed |  |  |  |  |  |  |  |  |  |
| Current portion of operating lease obligations |  | (262) |  |  | (512) |  |  | (289) |  |  | (273) |  |  | (1,074) |
| Accounts payable & accrued liabilities |  | (472) |  |  | (24,521) |  |  | (3,336) |  |  | (1,291) |  |  | (29,148) |
| Operating lease obligations |  | (782) |  |  | (2,405) |  |  | (1,146) |  |  | (326) |  |  | (3,877) |
| Deferred tax liabilities |  | — |  |  | (19,930) |  |  | (12,684) |  |  | — |  |  | (32,614) |
|  | Total fair value of net assets acquired |  | 25,644 |  |  | 97,939 |  |  | 54,392 |  |  | 12,232 |  |  | 164,563 |
|  | Goodwill(2) |  | 5,905 |  |  | 34,618 |  |  | 40,313 |  |  | 10,420 |  |  | 85,351 |
|  | Bargain purchase gain(3) |  | (1,700) |  |  | — |  |  | — |  |  | — |  |  | — |
|  |  |  | $ | 29,849 |  |  | $ | 132,557 |  |  | $ | 94,705 |  |  | $ | 22,652 |  |  | $ | 249,914 |
(1) These amounts reflect the acquisition date fair value of contingent consideration based on expected future results relating to certain acquisitions. (2) Goodwill is not tax-deductible for Acquisition A and Acquisition B (totaling approximately $74.9 million) but is tax-deductible for the remaining 2022 Acquisitions and the 2023 Acquisitions. (3) In connection with one of the 2023 Acquisitions, the Company anticipates it will recognize a bargain purchase gain. A bargain purchase gain is recognized when the net assets acquired in a business combination have a higher fair value than the consideration paid. This gain is primarily attributable to the fair value assigned to customer relationships, has been deferred for recognition until the Company finalizes all purchase accounting adjustments, and is included in "Accrued liabilities" on the condensed consolidated balance sheet.
Schedule of Pro Forma Information | In addition, the pro forma information includes amortization expense, in the aggregate, related to intangible assets acquired in connection with the transactions of $0.0 million and $0.4 million, respectively, for the third quarter and nine months ended October 1, 2023, and $1.0 million and $5.1 million, respectively, for the third quarter and nine months ended September 25, 2022.
|  | Third Quarter Ended |  | Nine Months Ended
($ in thousands, except per share data) |  | October 1, 2023 |  | September 25, 2022 |  | October 1, 2023 |  | September 25, 2022
Revenue |  | $ | 866,073 |  |  | $ | 1,124,619 |  |  | $ | 2,702,753 |  |  | $ | 4,029,451 |
Net income |  | $ | 39,550 |  |  | $ | 59,023 |  |  | $ | 112,876 |  |  | $ | 292,824 |
Basic earnings per common share |  | $ | 1.84 |  |  | $ | 2.67 |  |  | $ | 5.24 |  |  | $ | 13.15 |
Diluted earnings per common share |  | $ | 1.81 |  |  | $ | 2.44 |  |  | $ | 5.12 |  |  | $ | 11.97 |

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