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Acquisitions (Tables) | 3 Months Ended
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Apr. 01, 2023
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 Western Automation acquisition:
(in thousands) | Purchase Price Allocation
Total purchase consideration: |
Cash, net of cash acquired | $ | 158,260 |
Allocation of consideration to assets acquired and liabilities assumed: |
Trade receivables, net | 3,389 |
Inventories | 3,678 |
Other current assets | 718 |
Property, plant, and equipment | 1,328 |
Intangible assets | 68,000 |
Goodwill | 94,823 |
Other non-current assets | 573 |
Current liabilities | (5,251) |
Other non-current liabilities | (8,998) |
| $ | 158,260 |
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 | 20,967 |
Inventories | 42,968 |
Other current assets | 2,932 |
Property, plant, and equipment | 32,791 |
Intangible assets | 254,700 |
Goodwill | 270,245 |
Other non-current assets | 14,797 |
Current liabilities | (47,734) |
Long- term debt | (9,626) |
Other non-current liabilities | (59,026) |
| $ | 523,014 |
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 and Western Automation as though the acquisition had occurred as of January 2, 2022, and C&K as though the acquisition had occurred as of December 27, 2020, and Carling as though the acquisition 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 Western Automation acquisition occurred as of January 2, 2022, and had the C&K acquisition occurred as of December 27, 2020 and had Carling acquisition occurred as of December 29, 2019 or of future consolidated operating results.
|  | For the Three Months Ended |  |
(in thousands, except per share amounts) |  | April 1, 2023 |  | April 2, 2022 |  |  |  |
Net sales |  | $ | 611,668 |  |  | $ | 691,751 |  |  |  |  |
Income before income taxes |  | 110,613 |  |  | 149,479 |  |  |  |  |
Net income |  | 90,241 |  |  | 128,696 |  |  |  |  |
Net income per share — basic |  | 3.64 |  |  | 5.21 |  |  |  |  |
Net income per share — diluted |  | 3.60 |  |  | 5.15 |  |  |  |  |
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 |  |
(in thousands) |  | April 1, 2023 |  | April 2, 2022 |  |  |  |
Amortization (a) |  | $ | (479) |  |  | $ | (3,731) |  |  |  |  |
Depreciation |  | — |  |  | 723 |  |  |  |  |
Transaction costs (b) |  | 1,397 |  |  | 1,979 |  |  |  |  |
Amortization of inventory step-up (c) |  | — |  |  | 4,769 |  |  |  |  |
Interest expense (d) |  | — |  |  | 194 |  |  |  |  |
Income tax expense of above items |  | (115) |  |  | (1,195) |  |  |  |  |
(a) The amortization adjustment for the three months ended April 1, 2023 and April 2, 2022 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 months ended April 1, 2023 and April 2, 2022, and recognition of those fees during the three months ended April 2, 2022. (c) The amortization of inventory step-up adjustment reflects the reversal of the amount recognized related to the Carling acquisition during the three months ended April 2, 2022. 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.

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- Definition Tabular disclosure of the nature and amount of any material, nonrecurring adjustments directly attributable to the business combination(s) included in the reported pro forma revenue and earnings (supplemental pro forma information). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(4) -URI https://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 + Details
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- Definition Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2) -URI https://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(3) -URI https://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 + Details
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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4845-128472 + Details
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