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Acquisition of Marlin Assets

12 Months Ended

Dec. 31, 2022

Acquisition of Marlin Assets [Abstract]

2. Acquisition of Marlin Assets

As described in Note 1, the Company closed on the Marlin Acquisition on November 23, 2020. The Company paid $28.3 million dollars in cash for the Marlin Assets from Remington.

The Marlin Acquisition was accounted for in accordance with ASC Topic 805, Business Combinations. Accordingly, the total purchase price has been allocated to tangible assets based on their fair value and the intangibles and goodwill have been allocated on a provisional basis at the date of acquisition. The Company assumed no liabilities in this transaction. These allocations reflect various provisional estimates that were available at the time and are subject to change during the purchase price allocation period until the valuations are finalized.

The Company recorded measurement period adjustments in accordance with FASB’s guidance regarding business combinations in the fourth quarter of 2021 based on its valuation and purchase price allocation procedures, to better reflect the facts and circumstances that existed at the acquisition date. The measurement period adjustments, which were completed during the fourth quarter of 2021, resulted in an increase to goodwill of $2.4 million, primarily due to a decrease in the estimated fair value of inventory received.

The following table summarizes the Company's allocation of the purchase price:

		Initial Purchase Price Allocation		Measurement Period Adjustments			Final Purchase Price Allocation
Purchase Price
Cash paid to sellers	$	28,316	$	—		$	28,316
Purchase Price Allocation
Assets Acquired
Inventory	$	11,400	$	(2,414	)	$	8,986
Machinery and equipment		5,000		(25	)		4,975
Tradename and trademarks		7,800					7,800
Patents		2,500					2,500
Customer Relationships		1,000					1,000
Goodwill		616		2,439			3,055
Net Assets Acquired	$	28,316	$	—		$	28,316

Identifiable assets acquired were recorded at their estimated fair values based on the methodology described under “Fair Value Measurements” in Note 1 - Significant Accounting Policies.

The Machinery and Equipment acquired in the Marlin Acquisition were classified as deposits on capital items in Other Assets on the Company’s Consolidated Balance Sheet at December 31,

2021. Certain of these items were reclassified as Machinery and Equipment when they were placed in service in 2022 and 2021.

Intangible assets acquired in the Marlin Acquisition are reflected in Other Assets on the Company’s Consolidated Balance Sheet at December 31, 2022. Intangible assets are amortized over their estimated remaining useful lives using a straight-line methodology.

		Remaining Economic Useful Life
Tradename and trademarks		20 years
Patents		20 years
Customer Relationships		15 years

The excess purchase price over the fair value of the assets acquired was recorded as goodwill in the amount of $3.1 million. The Company incurred acquisition related costs of $1.7 million, which are included in selling, general and administrative expenses in the Company’s Consolidated Statements of Income and Comprehensive Income for the fiscal year ended December 31, 2020.

The pro forma impact of the acquisition and the results of operations attributable to Marlin in 2019 and 2020 have not been presented, as they are not material to the Company’s consolidated results of operations. The impact on sales and gross margin was no more than 5% of the reported amounts in either period, the trend in annual sales growth was unchanged, and the impact on gross margin percentage was less than 1%, in both periods.