Acquisitions (Tables)

9 Months Ended

Oct. 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 C&K acquisition:

(in thousands)	Purchase Price Allocation
Total purchase consideration:
Cash, net of cash acquired	$	523,014
Allocation of consideration to assets acquired and liabilities assumed:
Trade receivables, net	26,231
Inventories	42,968
Other current assets	2,932
Property, plant, and equipment	32,559
Intangible assets	254,700
Goodwill	278,016
Other non-current assets	14,797
Current liabilities	(50,871)
Long- term debt	(14,889)
Other non-current liabilities	(63,429)
	$	523,014

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	$	314,094
Allocation of consideration to assets acquired and liabilities assumed:
Trade receivables, net	26,232
Inventories	56,479
Other current assets	3,454
Property, plant, and equipment	56,128
Intangible assets	126,390
Goodwill	97,975
Other non-current assets	4,007
Current liabilities	(21,522)
Other non-current liabilities	(35,049)
	$	314,094

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, net	12,915
Inventories	35,808
Other current assets	2,224
Property, plant, and equipment	6,296
Intangible assets	39,660
Goodwill	38,502
Other non-current assets	3,782
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, C&K as though the acquisition had occurred as of December 27, 2020, and Hartland and Carling as though the acquisitions had occurred as of December 29, 2019. The Company has not included pro forma results of operations for Embed as its operations were not material to the Company. The pro forma amounts presented are not necessarily indicative of either the actual consolidated results had the C&K acquisition occurred as of December 27, 2020 and had the Hartland and Carling acquisitions occurred as of December 29, 2019 or of future consolidated operating results.

	For the Three Months Ended				For the Nine Months Ended
(in thousands, except per share amounts)	October 1, 2022		September 25, 2021		October 1, 2022		September 25, 2021
Net sales	$	663,741	$	638,583	$	2,025,881	$	1,823,333
Income before income taxes	106,333		112,325		375,735		274,406
Net income	82,619		89,491		303,341		220,048
Net income per share — basic	3.34		3.63		12.27		8.95
Net income per share — diluted	3.31		3.59		12.14		8.84

Summary of Business Acquisition, Pro Forma Information, Non-recurring Adjustments

Pro forma results presented above primarily reflect the following adjustments:

	For the Three Months Ended				For the Nine Months Ended
(in thousands)	October 1, 2022		September 25, 2021		October 1, 2022		September 25, 2021
Amortization (a)	$	(85)	$	(4,775)	$	(4,646)	$	(14,620)
Depreciation	451		697		1,979		1,902
Transaction costs (b)	3,548		(2,096)		9,218		(6,931)
Amortization of inventory step-up (c)	6,765		—		11,534		(4,016)
Interest expense (d)	497		432		815		2,328
Income tax (expense) benefit of above items	(2,794)		1,412		(4,582)		5,456

(a)The amortization adjustment for the three and nine months ended October 1, 2022 and September 25, 2021 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 three and nine months ended October 1, 2022 and September 25, 2021, and recognition of those fees during the three and nine months ended September 25, 2021.

(c)The amortization of inventory step-up adjustment reflects the reversal of the amount recognized during the three and nine months ended October 1, 2022, and the recognition of the amortization during the nine months ended September 25, 2021. The inventory step-up was amortized over four months as the inventory was sold.

(d)The interest expense adjustment reflects incremental interest expense related to the financing of the C&K acquisition.