The Company accounts for acquisitions using the acquisition method in accordance with ASC 805, “Business Combinations,” in which assets acquired and liabilities assumed are recorded at fair value as of the date of acquisition. The operating results of the acquired business are included in the Company’s Consolidated Financial Statements from the date of the acquisition.

On January 28, 2021, the Company acquired Hartland Controls ("Hartland"), a manufacturer and leading supplier of electrical components used primarily in heating, ventilation, air conditioning (HVAC) and other industrial and control systems applications with annualized sales of approximately $70 million. The purchase price for Hartland was $112.3 million and the operations of Hartland are included in the Industrial segment.

The total purchase consideration of $109.9 million, net of cash, cash equivalents, and restricted cash has been allocated, on a preliminary basis, to assets acquired and liabilities assumed, as of the completion of the acquisition, based on preliminary estimated fair values. The purchase consideration is subject to change for the final working capital adjustments. As of September 25, 2021, the Company had restricted cash of $1.7 million in an escrow account for general indemnification purposes.

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	$	109,852
Allocation of consideration to assets acquired and liabilities assumed:
Trade receivables, net	13,027
Inventories	35,808
Other current assets	2,224
Property, plant, and equipment	6,296
Intangible assets	39,660
Goodwill	40,442
Other non-current assets	3,787
Current liabilities	(24,846)
Other non-current liabilities	(6,546)
	$	109,852

All Hartland goodwill, other assets and liabilities were recorded in the Industrial segment and are primarily reflected in the Americas and Asia-Pacific geographic areas. The goodwill resulting from this acquisition consists largely of the Company’s expected future product sales and synergies from combining Hartland’s products and technology with the Company’s existing industrial products portfolio. Goodwill resulting from the Hartland acquisition is not expected to be deductible for tax purposes.

Included in the Company’s Condensed Consolidated Statements of Net Income for the three and nine months ended September 25, 2021 are net sales of $29.3 million and $72.3 million respectively, and an income (loss) before income taxes of $1.2 million and $(1.3) million, respectively since the January 28, 2021 acquisition of Hartland.

The Company recorded a $6.8 million step-up of inventory to its fair value as of the acquisition date based on the preliminary valuation. The step-up was amortized as a non-cash charge to cost of goods sold during the first and second quarters of 2021, as the acquired inventory was sold, and is reflected as other non-segment costs. During the nine months ended September 25, 2021, the Company recognized a charge of $6.8 million for the amortization of this fair value inventory step-up.

During the nine months ended September 25, 2021, the Company incurred approximately $0.8 million of legal and professional fees related to this acquisition recognized as Selling, general, and administrative expenses. These costs were reflected as other non-segment costs.

The following table summarizes, on an unaudited pro forma basis, the combined results of operations of the Company and Hartland 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 acquisition 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)	September 25, 2021		September 26, 2020		September 25, 2021		September 26, 2020
Net sales	$	539,581	$	414,100	$	1,533,901	$	1,101,430
Income before income taxes	113,591		69,478		289,530		90,516
Net income	92,054		56,961		238,197		69,526
Net income per share — basic	3.74		2.34		9.69		2.85
Net income per share — diluted	3.69		2.32		9.56		2.83


	For the Three Months Ended				For the Nine Months Ended
(in thousands)	September 25, 2021		September 26, 2020		September 25, 2021		September 26, 2020
Amortization(a)	$	—	$	(838)	$	(280)	$	(2,514)
Depreciation	—		44		7		139
Transaction costs(b)	—		—		835		(835)
Amortization of inventory step-up(c)	—		—		6,808		(6,796)
Income tax (expense) benefit of above items	—		167		(1,555)		2,107

(a)The amortization adjustment for the three and nine months ended September 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 nine months ended September 25, 2021 and recognition of those fees during the nine months ended September 26, 2020.

(c)The amortization of inventory step-up adjustment reflects the reversal of the amount recognized during the nine months ended September 25, 2021 and the recognition of the amortization during the nine months ended September 26, 2020. The inventory step-up was amortized over four months as the inventory was sold.