XML 49 R31.htm IDEA: XBRL DOCUMENT v3.22.0.1
Acquisitions (Tables)
12 Months Ended
Jan. 01, 2022
Business Combination and Asset Acquisition [Abstract]  
Schedule of recognized identified assets acquired and liabilities assumed
The following table summarizes the preliminary purchase price allocation of the fair value of assets acquired and liabilities assumed in the Carling acquisition:

(in thousands)Purchase Price
Allocation
Total purchase consideration: 
Cash, net of cash acquired$313,583 
Allocation of consideration to assets acquired and liabilities assumed:
Trade receivables, net25,503 
Inventories57,450 
Other current assets3,454 
Property, plant, and equipment64,301 
Intangible assets125,890 
Goodwill92,366 
Other non-current assets4,104 
Current liabilities(21,723)
Other non-current liabilities(37,762)
 $313,583 
The following table summarizes the final purchase price allocation of the fair value of assets acquired and liabilities assumed in the Hartland acquisition:

(in thousands)Purchase Price
Allocation
Total purchase consideration: 
Cash, net of cash acquired, and restricted cash $108,516 
Allocation of consideration to assets acquired and liabilities assumed:
Trade receivables, net12,915 
Inventories35,808 
Other current assets2,224 
Property, plant, and equipment6,296 
Intangible assets39,660 
Goodwill38,502 
Other non-current assets3,782 
Current liabilities(24,861)
Other non-current liabilities(5,810)
 $108,516 
Summary of business acquisition, pro forma information
The following table summarizes, on an unaudited pro forma basis, the combined results of operations of the Company, Hartland and Carling as though the acquisition had occurred as of December 29, 2019. The pro forma amounts presented are not necessarily indicative of either the actual consolidated results had the Hartland and Carling acquisitions occurred as of December 29, 2019 or of future consolidated operating results.
 
 For the Fiscal Year Ended
(in thousands, except per share amounts)January 1,
2022
December 26, 2020
Net sales$2,257,390 $1,662,896 
Income before income taxes357,090 141,491 
Net income296,030 115,078 
Net income per share — basic12.03 4.72 
Net income per share — diluted11.87 4.68 
Summary of business acquisition, pro forma information, nonrecurring adjustments
Pro forma results presented above primarily reflect the following adjustments:
 
 For the Fiscal Year Ended
(in thousands)January 1, 2022December 26, 2020
Amortization(a)
$(8,770)$(12,669)
Depreciation(64)253 
Transaction costs(b)
5,381 (5,381)
Amortization of inventory step-up(c)
8,398 (13,156)
Income tax (expense) benefit of above items(1,021)6,706 
(a)The amortization adjustment for the twelve months ended January 1, 2022 and December 26, 2020 primarily reflects incremental amortization resulting from the measurement of intangibles at their fair values.
(b)The transaction cost adjustments reflect the reversal of certain legal and professional fees from the twelve months ended January 1, 2022 and recognition of those fees during the twelve months ended December 26, 2020.
(c)The amortization of inventory step-up adjustment reflects the reversal of the amount recognized during the twelve months ended January 1, 2022 and the recognition of the amortization during the twelve months ended December 26, 2020. The inventory step-up is amortized over four months for both acquisitions.