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ACQUISITIONS | 12 Months Ended
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Dec. 31, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] |
ACQUISITIONS | ACQUISITIONS Business combinations generally take place to strengthen Patrick's positions in existing markets and increase its market share and per unit content, expand into additional markets, or gain key technology. Acquisitions meeting the definition of a business combination are accounted for under the acquisition method of accounting. For each acquisition, the excess of the purchase consideration over the fair value of the net assets acquired is recorded as goodwill, which generally represents the combined value of the Company’s existing purchasing, manufacturing, sales, and systems resources with the organizational talent and expertise of the acquired companies’ respective management teams to maximize efficiencies, market share growth and net income. During the years ended December 31, 2025, 2024 and 2023, the Company completed the acquisitions described below that qualify as business combinations. The acquisitions were funded through cash on hand or borrowings under the Company’s credit facility in existence at the time of acquisition. For each of the acquisitions discussed, we either acquired the assets and assumed the liabilities of the business, or acquired 100% of the equity interests. Assets acquired and liabilities assumed in the individual acquisitions were recorded on the Company’s consolidated balance sheet at their estimated fair values as of the respective dates of acquisition. For each acquisition, the Company completes its allocation of the purchase price to the fair value of acquired assets and liabilities within a one-year measurement period. For those acquisitions where the purchase price allocation is provisional, which includes certain acquisitions completed in 2025, the Company is still in the process of finalizing the fair values of acquired intangible assets and fixed assets. For the years ended December 31, 2025, 2024 and 2023, revenue of approximately $44.0 million, $295.7 million and $17.7 million, respectively, was included in the Company’s consolidated statements of income pertaining to the businesses acquired in each such respective year. For the years ended December 31, 2025, 2024 and 2023, operating income of approximately $1.3 million, $47.2 million and $1.0 million, respectively, was included in the Company’s consolidated statements of income pertaining to the businesses acquired in each such respective year. Acquisition-related costs associated with the businesses acquired in 2024 were $5.0 million. Acquisition-related costs associated with the businesses acquired in 2025 and 2023 were immaterial in each respective year. Contingent Consideration In connection with certain acquisitions, the Company is required to pay additional cash consideration to the sellers if certain financial results of the acquired businesses are achieved. The Company records a liability for the estimated fair value of the contingent consideration related to each of these acquisitions as part of the initial purchase price based on the present value of the expected future cash flows and the probability of future payments at the date of acquisition. The following table provides a reconciliation of the beginning and ending aggregate fair values of the contingent consideration:
|  | Year Ended December 31, |
($ in thousands) |  | 2025 |  | 2024 |
Balance at January 1 |  | $ | 3,608 |  |  | $ | 8,510 |  |
Additions |  | 3,200 |  |  | 2,030 |  |
Fair value adjustments |  | (4,298) |  |  | (1,900) |  |
Settlements |  | (65) |  |  | (5,032) |  |
Balance at December 31 |  | $ | 2,445 |  |  | $ | 3,608 |  |
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:
|  | As of December 31, |
($ in thousands) |  | 2025 |  | 2024 |
Accrued liabilities |  | $ | 1,383 |  |  | $ | 1,665 |  |
Other long-term liabilities |  | 1,062 |  |  | 1,943 |  |
Total fair value of contingent consideration |  | $ | 2,445 |  |  | $ | 3,608 |  |
Maximum amount of contingent consideration |  | $ | 9,343 |  |  | $ | 8,618 |  |
2025 Acquisitions The Company completed five acquisitions in the year ended December 31, 2025 (collectively, the "2025 Acquisitions"). Total cash consideration for the 2025 Acquisitions was approximately $117.4 million, plus a working capital holdback and contingent consideration over a two-year period based on future performance in connection with three acquisitions. As the Company finalizes the fair value of the acquired assets and assumed liabilities, additional purchase price adjustments may be recorded during the measurement period. Changes to preliminary purchase accounting estimates recorded during the year ended December 31, 2025 related to the 2025 Acquisitions were immaterial. 2024 Acquisitions The Company completed seven acquisitions in the year ended December 31, 2024, including the following previously announced acquisitions (collectively, the "2024 Acquisitions"):
Company |  | Segment |  | Description
Sportech, LLC ("Sportech") |  | Manufacturing |  | Leading designer and manufacturer of high-value, complex component solutions sold to powersports original equipment manufacturers ("OEMs"), adjacent market OEMs and the aftermarket, including integrated door systems, roofs, canopies, bumpers, windshields, fender flares and cowls, based in Elk River, Minnesota, acquired in January 2024.
ICON Direct LLC doing business as RecPro ("RecPro") |  | Distribution |  | Leading e-commerce business and aftermarket platform specializing in creating and marketing component products, systems, and solutions for the RV and marine end markets, based in Bristol, Indiana, acquired in September 2024
Inclusive of five acquisitions not discussed above, total cash consideration for the 2024 Acquisitions was approximately $416.1 million, plus working capital holdbacks and contingent consideration over a three-year period based on future performance in connection with certain acquisitions. Purchase price allocations and all valuation activities in connection with the 2024 Acquisitions have been finalized. Changes to preliminary purchase accounting estimates recorded during the year ended December 31, 2025 related to the 2024 Acquisitions were immaterial. 2023 Acquisitions The Company completed three acquisitions in the year ended December 31, 2023, including the following previously announced acquisition (collectively, the "2023 Acquisitions"):
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.
Inclusive of two acquisitions not discussed above, total cash consideration for the 2023 Acquisitions was approximately $26.3 million, plus contingent consideration over a two-year period based on future performance in connection with certain acquisitions. Purchase price allocations and all valuation activities in connection with the 2023 Acquisitions have been finalized. Pro Forma Information (Unaudited) The following pro forma information assumes the 2025 Acquisitions and 2024 Acquisitions occurred as of the beginning of the year immediately preceding each such acquisition. The pro forma information contains the actual operating results of each of the 2025 Acquisitions and 2024 Acquisitions, combined with the results prior to their respective acquisition dates, adjusted to reflect the pro forma impact of the acquisitions occurring as of the beginning of the year immediately preceding each such acquisition. The pro forma information includes financing and interest expense charges based on the actual incremental borrowings incurred in connection with each transaction as if it occurred as of the beginning of the year immediately preceding each such acquisition. In addition, the pro forma information includes incremental amortization expense, net of tax related to intangible assets acquired of $0.6 million and $4.4 million for the years ended December 31, 2025 and 2024, respectively, in connection with the acquisitions as if they occurred as of the beginning of the year immediately preceding each such acquisition.
|  | Year Ended December 31,
($ in thousands, except per share data) |  | 2025 |  | 2024
Net sales |  | $ | 3,965,813 |  |  | $ | 3,875,437 |
Net income |  | $ | 136,533 |  |  | $ | 142,552 |
Basic earnings per common share |  | $ | 4.20 |  |  | $ | 4.38 |
Diluted earnings per common share |  | $ | 3.94 |  |  | $ | 4.23 |
The pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the acquisitions been consummated as of that time, nor is it intended to be a projection of future results. The following table summarizes the fair values of the assets acquired and liabilities assumed as of the date of the acquisition for 2025, 2024, and 2023 Acquisitions:
|  |  |  | 2025 Acquisitions |  | 2024 Acquisitions |  | 2023 Acquisitions
($ in thousands) |  |  | Sportech |  | All Others |  | Total |
Consideration: |  |  |  |  |  |  |  |  |  |
| Cash, net of cash acquired |  | $ | 117,387 |  |  | $ | 319,073 |  |  | $ | 96,998 |  |  | $ | 416,071 |  |  | $ | 26,294 |
| Working capital holdback and other, net |  | 596 |  |  | — |  |  | — |  |  | — |  |  | — |
| Contingent consideration |  | 2,102 |  |  | — |  |  | 2,030 |  |  | 2,030 |  |  | 1,600 |
|  | Total consideration |  | $ | 120,085 |  |  | $ | 319,073 |  |  | $ | 99,028 |  |  | $ | 418,101 |  |  | $ | 27,894 |
Assets Acquired: |  |  |  |  |  |  |  |  |  |
| Trade receivables |  | $ | 9,009 |  |  | $ | 21,587 |  |  | $ | 2,256 |  |  | $ | 23,843 |  |  | $ | 1,293 |
| Inventories |  | 18,689 |  |  | 20,611 |  |  | 19,011 |  |  | 39,622 |  |  | 4,430 |
| Prepaid expenses & other |  | 455 |  |  | 1,719 |  |  | 3,495 |  |  | 5,214 |  |  | 105 |
| Property, plant & equipment |  | 24,967 |  |  | 18,766 |  |  | 6,997 |  |  | 25,763 |  |  | 8,165 |
| Operating lease right-of-use assets |  | — |  |  | 15,096 |  |  | 1,283 |  |  | 16,379 |  |  | 1,044 |
| Identifiable intangible assets: |  |  |  |  |  |  |  |  |  |
|  | Customer relationships |  | 20,790 |  |  | 152,000 |  |  | 17,560 |  |  | 169,560 |  |  | 10,075 |
|  | Non-compete agreements |  | 1,600 |  |  | 2,000 |  |  | 2,375 |  |  | 4,375 |  |  | 270 |
|  | Patents |  | 5,230 |  |  | 17,500 |  |  | 600 |  |  | 18,100 |  |  | — |
|  | Trademarks |  | 5,350 |  |  | 20,500 |  |  | 8,000 |  |  | 28,500 |  |  | — |
Liabilities Assumed: |  |  |  |  |  |  |  |  |  |
| Current portion of operating lease obligations |  | — |  |  | (1,437) |  |  | (586) |  |  | (2,023) |  |  | (262) |
| Accounts payable & accrued liabilities |  | (7,680) |  |  | (32,398) |  |  | (4,312) |  |  | (36,710) |  |  | (514) |
| Operating lease obligations |  | — |  |  | (13,658) |  |  | (699) |  |  | (14,357) |  |  | (781) |
| Deferred tax liabilities |  | — |  |  | (21,288) |  |  | — |  |  | (21,288) |  |  | — |
|  | Total fair value of net assets acquired |  | 78,410 |  |  | 200,998 |  |  | 55,980 |  |  | 256,978 |  |  | 23,825 |
|  | Goodwill (1) |  | 41,675 |  |  | 118,075 |  |  | 43,048 |  |  | 161,123 |  |  | 5,814 |
|  | Bargain purchase gain |  | — |  |  | — |  |  | — |  |  | — |  |  | (1,745) |
|  |  |  | $ | 120,085 |  |  | $ | 319,073 |  |  | $ | 99,028 |  |  | $ | 418,101 |  |  | $ | 27,894 |
(1)Goodwill is tax-deductible for the 2025 Acquisitions and 2024 Acquisitions, except for Sportech which is only partially tax-deductible, and for the 2023 Acquisitions. We estimate the value of acquired property, plant, and equipment using a combination of the income, cost, and market approaches, such as estimates of future income growth, capitalization rates, discount rates, and capital expenditure needs of the acquired businesses. We estimate the value of customer relationships using the multi-period excess earnings method, which is a variation of the income approach, calculating the present value of incremental after-tax cash flows attributable to the asset. Non-compete agreements are valued using a discounted cash flow approach, which is a variation of the income approach, with and without the individual counterparties to the non-compete agreements. Trademarks and patents are valued using the relief-from-royalty method, which applies an estimated royalty rate to forecasted future cash flows, discounted to present value. The estimated useful life for customer relationships is 10 years. The estimated useful life for non-compete agreements is 5 years. The weighted average estimated useful life for patents is 13 years, ranging from 10 to 18 years. Trademarks have an indefinite useful life.

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