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ACQUISITIONS (Tables)
9 Months Ended
Sep. 25, 2022
Business Combination and Asset Acquisition [Abstract]  
Schedule of Business Acquisitions, by Acquisition
The Company completed three acquisitions in the nine months ended September 25, 2022, including the following two previously announced 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 original equipment manufacturers ("OEMs"), based in Cocoa, Florida, acquired in May 2022
Company Segment Description
Sea-Dog Corporation & Sea-Lect Plastics (collectively, "Sea-Dog") Distribution & Manufacturing Distributor of a variety of marine and powersports hardware and accessories to distributors, wholesalers, retailers, and manufacturers and provider of plastic injection molding, design, product development and tooling to companies and government entities, based in Everett, Washington, acquired in March 2021.
Hyperform, Inc. Manufacturing Manufacturer of high-quality, non-slip foam flooring, operating under the SeaDek brand name, for the marine OEM market and aftermarket as well as serving the pool and spa, powersports and utility markets under the SwimDek and EndeavorDek brand names, with manufacturing facilities in Rockledge, Florida and Cocoa, Florida, acquired in April 2021.
Alpha Systems, LLC Manufacturing & Distribution
Manufacturer and distributor of component products and accessories for the RV, marine, manufactured housing and industrial end markets including adhesives, sealants, rubber roofing, roto/blow molding and injection molding products, flooring, insulation, shutters, skylights, and various other products and accessories, operating out of nine facilities in Elkhart, Indiana, acquired in May 2021.
Coyote Manufacturing Company Manufacturing Designer, fabricator, and manufacturer of a variety of steel and aluminum products, including boat trailers, towers, T-tops, leaning posts, and other custom components primarily for the marine OEM market, based in Nashville, Georgia, acquired in August 2021.
Tumacs Covers Manufacturing Manufacturer of custom designed boat covers, canvas frames, and bimini tops, primarily serving large marine OEMs and dealers, headquartered in Pittsburgh, Pennsylvania, with manufacturing facilities in Indiana and Pennsylvania, and a distribution/service center in Michigan, acquired in August 2021.
Wet Sounds, Inc. & Katalyst Industries LLC (collectively "Wet Sounds") Manufacturing Designer, engineer, and fabricator of innovative audio systems and accessories, including amplifiers, tower speakers, soundbars, and subwoofers sold directly to OEMs and consumers, and to dealers and retailers, primarily within the marine market as well as to the home audio and powersports markets and aftermarkets, based in Rosenburg, Texas, acquired in November 2021.
Williamsburg Marine LLC & Williamsburg Furniture, Inc. (collectively "Williamsburg") Manufacturing Manufacturer of seating for the RV and marine end markets sold primarily to OEMs, based in Milford and Nappanee, Indiana, acquired in November 2021.
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 2022 Acquisitions and the 2021 Acquisitions:
(thousands) 2022 Acquisitions 2021 Acquisitions
Consideration
Cash, net of cash acquired(1)
$ 152,235  $ 509,263 
Working capital holdback and other, net(2)
219  (190)
Common stock issuance(3)
  10,211 
Contingent consideration(4)
1,600  4,730 
Total consideration $ 154,054  $ 524,014 
Assets Acquired
Trade receivables $ 21,454  $ 26,118 
Inventories 34,680  69,343 
Prepaid expenses & other 1,391  13,747 
Property, plant & equipment 6,731  55,101 
Operating lease right-of-use assets 3,516  25,530 
Identifiable intangible assets 88,240  245,794 
Liabilities Assumed
Current portion of operating lease obligations (785) (5,518)
Accounts payable & accrued liabilities (25,383) (32,326)
Operating lease obligations (2,731) (20,012)
Deferred tax liabilities and other long-term liabilities (19,476) (1,486)
Total fair value of net assets acquired 107,637  376,291 
Goodwill(5)
46,417  147,723 
$ 154,054  $ 524,014 
(1) Amounts include cash used to pay off outstanding debt obligations at the time of acquisition.
(2) Certain acquisitions contain working capital holdbacks which are typically settled after a 90-day period following the close of the acquisition. This value represents the remaining amounts due to sellers as of September 25, 2022.
(3) In connection with one of the 2021 Acquisitions, the Company issued 113,961 shares of common stock at a closing price of $89.60 as of the acquisition date.
(4) These amounts reflect the acquisition date fair value of contingent consideration based on expected future results relating to certain acquisitions.
(5) Goodwill is tax-deductible for the 2022 Acquisitions, except Rockford Corporation (approximately $36.4 million), and for the 2021 Acquisitions, except Tumacs Covers (approximately $6.2 million).
Schedule of Identifiable Intangible Assets Acquired
The following table presents our estimates of identifiable intangible assets for the 2022 Acquisitions and the 2021 Acquisitions:
(thousands, except year data) Estimated Useful Life (in years) 2022 Acquisitions 2021 Acquisitions
Customer relationships 10 $ 62,880  $ 160,412 
Non-compete agreements 5 640  3,843 
Patents
10 - 18
7,500  28,850 
Trademarks Indefinite 17,220  52,689 
$ 88,240  $ 245,794 
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 $1.1 million for the third quarter and nine months ended September 25, 2022, respectively, and $3.9 million and $14.6 million for the third quarter and nine months ended September 26, 2021, respectively.
 
Third Quarter Ended
Nine Months Ended
(thousands, except per share data) September 25, 2022 September 26, 2021 September 25, 2022 September 26, 2021
Revenue $ 1,112,089  $ 1,145,730  $ 3,964,453  $ 3,253,080 
Net income 58,819  67,288  290,262  193,258 
Basic net income per common share 2.66  2.95  13.03  8.47 
Diluted net income per common share 2.43  2.88  11.87  8.27