Acquisitions (Tables)

3 Months Ended

Apr. 01, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the preliminary estimated fair value of the assets acquired and the liabilities assumed in the Gelnex Acquisition as of March 31, 2023 (in thousands):

Accounts receivable	$	66,395
Inventories	141,066
Other current assets	18,107
Property, plant and equipment	127,769
Identifiable intangible assets	283,951
Goodwill	626,202
Operating lease right-of-use assets	134
Other assets	2,703
Deferred tax asset	775
Accounts payable	(15,059)
Current operating lease liabilities	(26)
Current portion of long-term debt	(44,692)
Accrued expenses	(18,584)
Long-term debt, net of current portion	(1,407)
Long-term operating lease liabilities	(123)
Deferred tax liability	(4,065)
Other noncurrent liabilities	(19)
Purchase price, net of cash acquired	$	1,183,127
Less hold-back	104,145
Cash paid for acquisition, net of cash acquired	$	1,078,982

The following table summarizes the preliminary estimated fair value of the assets acquired and the liabilities assumed in the FASA Acquisition as of August 1, 2022 at the exchange rate of R$5.16:USD$1.00 (in thousands):

Accounts receivable	$	76,640
Inventories	43,058
Other current assets	33,327
Property, plant and equipment	223,329
Identifiable intangible assets	122,267
Goodwill	377,789
Operating lease right-of-use assets	583
Other assets	62,865
Deferred tax asset	8,144
Accounts payable	(15,920)
Current portion of long-term debt	(18,680)
Accrued expenses	(38,708)
Long-term debt, net of current portion	(41,926)
Long-term operating lease liabilities	(583)
Deferred tax liability	(96,405)
Other noncurrent liabilities	(503)
Non-controlling interests	(19,701)
Purchase price, net of cash acquired	$	715,576
Less hold-back	21,705
Less contingent consideration	168,128
Cash paid for acquisition, net of cash acquired	$	525,743

The following table summarizes the final fair value of the assets acquired and the liabilities assumed in the Valley Acquisition as of May 2, 2022 (in thousands):

Accounts receivable	$	68,558
Inventories	58,246
Other current assets	13,825
Property, plant and equipment	409,405
Identifiable intangible assets	389,200
Goodwill	358,298
Operating lease right-of-use assets	16,380
Other assets	14,164
Deferred tax asset	1,075
Accounts payable	(47,615)
Current portion of long-term debt	(2,043)
Current operating lease liabilities	(4,779)
Accrued expenses	(66,034)
Long-term debt, net of current portion	(5,995)
Long-term operating lease liabilities	(11,601)
Other noncurrent liabilities	(19,436)
Purchase price, net of cash acquired	$	1,171,648

Business Acquisition, Pro Forma Information

As a result of the Gelnex Acquisition, the FASA Acquisition and the Valley Acquisition, effective March 31, 2023, August 1, 2022 and May 2, 2022, respectively, the Company began including the operations of these acquisitions in the Company's consolidated financial statements. The following table presents selected pro forma information, for comparative purposes, assuming the Gelnex Acquisition, the FASA Acquisition and the Valley Acquisition had occurred on January 2, 2022 for the periods presented (in thousands):

	Three Months Ended
	April 1, 2023		April 2, 2022
Net sales	$	1,889,439	$	1,778,841
Net income	192,822		172,444