Acquisitions (Tables)

6 Months Ended

Jul. 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	274,124
Other non-current assets	14,797
Current liabilities	(47,687)
Long-term debt	(9,626)
Other non-current liabilities	(62,952)
	$	523,014

Schedule 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 business acquired on November 30, 2021 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				For the Six Months Ended
(in thousands, except per share amounts)	July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022
Net sales	$	611,997	$	684,835	$	1,223,665	$	1,376,586
Income before income taxes	85,481		121,995		196,094		271,474
Net income	70,098		93,818		160,339		222,514
Net income per share — basic	2.82		3.79		6.46		9.00
Net income per share — diluted	2.79		3.75		6.39		8.91

Schedule 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 Six Months Ended
(in thousands)	July 1, 2023		July 2, 2022		July 1, 2023		July 2, 2022
Amortization (a)	$	—	$	(3,709)	$	(479)	$	(7,439)
Depreciation	—		805		—		1,528
Transaction costs (b)	30		2,264		1,427		4,243
Amortization of inventory step-up (c)	—		—		—		4,769
Interest expense (d)	—		123		—		317
Income tax expense of above items	(3)		(55)		(118)		(1,250)

(a) The amortization adjustment for the six months ended July 1, 2023 and three and six months ended July 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 and six months ended July 1, 2023 and three and six months ended July 2, 2022, and recognition of those fees during the three and six months ended July 1, 2023.

(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.