| Schedule of Asset Acquisition, Contingent Consideration |
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| (thousands) |
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April 2, 2023 |
| Balance - December 31, 2022 |
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$ |
9,213
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| Additions |
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90
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Fair value adjustments(1)
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1,000
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| Settlements |
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(5,120) |
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Balance - April 2, 2023 |
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5,183
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(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 quarter 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 April 2, 2023 and December 31, 2022:
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| (thousands) |
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April 2, 2023 |
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December 31, 2022 |
| Accrued liabilities |
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$ |
5,083
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$ |
5,250 |
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| Other long-term liabilities |
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100
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3,963 |
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| Total fair value of contingent consideration |
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5,183
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9,213 |
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| Maximum amount of contingent consideration |
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6,770
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10,747 |
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| Schedule of Business Acquisitions, by Acquisition |
The Company completed five acquisitions in the year ended December 31, 2022, including the following three previously announced acquisitions (collectively, the "2022 Acquisitions"):
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| Company |
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Segment |
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Description |
| Rockford Corporation |
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Manufacturing |
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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 |
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Manufacturing |
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Manufacturer of wakeboard/ski towers and accessories for marine original equipment manufacturers ("OEMs"), based in Cocoa, Florida, acquired in May 2022 |
| Transhield |
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Manufacturing |
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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. |
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| 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:
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2022
Acquisitions |
| (thousands) |
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Acquisition A |
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Acquisition B |
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All Others |
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Total |
| Consideration |
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Cash, net of cash acquired |
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$ |
132,557
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$ |
95,571
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$ |
20,526
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$ |
248,655
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Working capital holdback and other, net |
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—
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(1,291) |
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315
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(977) |
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Contingent consideration(1)
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—
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—
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1,840
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1,840
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Total consideration |
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$ |
132,557
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$ |
94,280
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$ |
22,681
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$ |
249,518
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| Assets Acquired |
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Trade receivables |
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$ |
20,640
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$ |
4,917
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$ |
904
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$ |
26,461
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Inventories |
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32,744
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8,732
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2,353
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43,829
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Prepaid expenses & other |
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1,325
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164
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120
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1,609
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Property, plant & equipment |
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4,681
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6,026
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1,638
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12,345
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Operating lease right-of-use assets |
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2,917
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1,435
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599
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4,951
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Identifiable intangible assets |
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Customer relationships |
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58,000
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38,630
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7,045
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103,675
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Non-compete agreements |
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500
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230
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250
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980
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Patents |
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7,500
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9,400
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—
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16,900
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Trademarks |
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17,000
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7,910
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1,220
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26,130
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| Liabilities Assumed |
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Current portion of operating lease obligations |
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(512) |
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(289) |
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(273) |
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(1,074) |
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Accounts payable & accrued liabilities |
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(24,521) |
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(3,408) |
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(1,255) |
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(29,184) |
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Operating lease obligations |
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(2,405) |
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(1,146) |
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(326) |
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(3,877) |
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Deferred tax liabilities |
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(19,930) |
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(14,466) |
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—
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(34,396) |
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Total fair value of net assets acquired |
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97,939
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58,135
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12,275
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168,349
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Goodwill(2)
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34,618
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36,145
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10,406
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81,169
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$ |
132,557
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$ |
94,280
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$ |
22,681
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$ |
249,518
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(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 $70.8 million)
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| 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 $1.7 million for the first quarter ended March 27, 2022.
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First Quarter Ended |
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| (thousands, except per share data) |
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April 2, 2023 |
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March 27, 2022 |
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| Revenue |
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$ |
900,100
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$ |
1,373,573 |
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| Net income |
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30,173
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113,769 |
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| Basic earnings per common share |
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1.40
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5.05 |
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| Diluted earnings per common share |
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1.35
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4.59 |
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