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Acquisitions (Tables) | 9 Months Ended
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Sep. 30, 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) inclusive of all measurement period adjustments recorded:
Accounts receivable | $ | 81,025 |
Inventories | 141,066 |
Other current assets | 3,477 |
Property, plant and equipment | 143,509 |
Identifiable intangible assets | 350,500 |
Goodwill | 564,467 |
Operating lease right-of-use assets | 134 |
Other assets | 2,703 |
Deferred tax asset | 857 |
Accounts payable | (15,059) |
Current operating lease liabilities | (26) |
Current portion of long-term debt | (44,692) |
Accrued expenses | (18,887) |
Long-term debt, net of current portion | (1,407) |
Long-term operating lease liabilities | (123) |
Deferred tax liability | (10,298) |
Other noncurrent liabilities | (19) |
Purchase price, net of cash acquired | $ | 1,197,227 |
Less hold-back | 104,145 |
Cash paid for acquisition, net of cash acquired | $ | 1,093,082 |
The following table summarizes the final 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), as adjusted for the immaterial out of period correction disclosed in Note 2(g) and inclusive of all measurement adjustments recorded:
Accounts receivable | $ | 76,640 |
Inventories | 43,058 |
Other current assets | 33,327 |
Property, plant and equipment | 224,384 |
Identifiable intangible assets | 119,477 |
Goodwill (1) | 301,937 |
Operating lease right-of-use assets | 583 |
Other assets | 62,388 |
Deferred tax asset | 2,315 |
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 | (95,653) |
Other noncurrent liabilities | (503) |
Non-controlling interests | (21,704) |
Purchase price, net of cash acquired | $ | 630,432 |
Less hold-back | 21,705 |
Less contingent consideration (1) | 82,984 |
Cash paid for acquisition, net of cash acquired | $ | 525,743 |
(1) As disclosed in Note 2(g), the immaterial out-of-period correction made during the quarter ended July 1, 2023 resulted in a reduction of goodwill and contingent consideration liability recorded associated with the FASA Acquisition of approximately $85.1 million. 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) inclusive of all measurement period adjustments recorded:
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 |  | Nine Months Ended
| September 30, 2023 |  | October 1, 2022 |  | September 30, 2023 |  | October 1, 2022
Net sales | $ | 1,625,204 |  |  | $ | 1,886,794 |  |  | $ | 5,272,264 |  |  | $ | 5,592,717 |
Net income | 128,081 |  |  | 201,708 |  |  | 576,188 |  |  | 573,591 |

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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 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(2) -SubTopic 10 -Topic 805 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479328/805-10-50-2 Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h)(3) -SubTopic 10 -Topic 805 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479328/805-10-50-2 + 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 -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Paragraph 1 -Section 50 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479907/805-20-50-1 + Details
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