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ACQUISITIONS (Tables)
 9 Months Ended
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 
Additions3,590 
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, 2023December 31, 2022
Accrued liabilities$7,583 $5,250 
Other long-term liabilities1,040 3,963 
Total fair value of contingent consideration$8,623 $9,213 
Maximum amount of contingent consideration$10,167 $10,747 
Schedule of Business Acquisitions, by Acquisition
The Company completed three acquisitions in the first nine months ended October 1, 2023, including the following previously announced acquisition:
CompanySegmentDescription
BTI TransportDistributionProvider of transportation and logistics services to marine original equipment manufacturers ("OEMs") and dealers, based in Elkhart, Indiana, acquired in April 2023. The acquired business operates under the Patrick Marine Transport brand.
The Company completed five acquisitions in the year ended December 31, 2022, including the following three previously announced acquisitions (collectively, the "2022 Acquisitions"):
CompanySegmentDescription
Rockford CorporationManufacturingDesigner and manufacturer of audio systems and components through its brand Rockford Fosgate®, primarily serving the powersports and automotive aftermarkets, based in Tempe, Arizona, acquired in March 2022.
Diamondback Towers, LLCManufacturingManufacturer of wakeboard/ski towers and accessories for marine OEMs, based in Cocoa, Florida, acquired in May 2022.
TranshieldManufacturingDesigner and manufacturer of customized and proprietary protection solutions for the marine, military and industrial markets, including covers and shrinkable packaging, to protect equipment during transport and storage, based in Elkhart, Indiana, acquired in November 2022.
Schedule of Assets Acquired and Liabilities Assumed
The following table summarizes the fair values of the assets acquired and the liabilities assumed as of the date of acquisition for the 2023 Acquisitions and 2022 Acquisitions:
2023 Acquisitions2022
Acquisitions
($ in thousands)Acquisition AAcquisition BAll OthersTotal
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 
Inventories4,407 32,744 8,732 2,352 43,828 
Prepaid expenses & other190 1,325 164 128 1,617 
Property, plant & equipment10,149 4,681 8,086 1,464 14,231 
Operating lease right-of-use assets1,044 2,917 1,435 599 4,951 
Identifiable intangible assets
Customer relationships10,370 58,000 30,970 7,055 96,025 
Non-compete agreements430 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 acquired25,644 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, 2023September 25, 2022October 1, 2023September 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