XML 28 R30.htm IDEA: XBRL DOCUMENT
v3.19.3.a.u2

Acquisitions (Tables) | 12 Months Ended
--- | ---
Dec. 28, 2019
Business Combinations [Abstract] |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the purchase price allocation of the fair value of assets acquired and liabilities assumed in the U.S. Sensor acquisition:
(in thousands) | Purchase Price Allocation
Total purchase consideration: |
Cash | $ | 24,340 |
Allocation of consideration to assets acquired and liabilities assumed: |
Current assets, net | $ | 4,635 |
Patented and unpatented technologies | 1,090 |
Trademarks and tradenames | 200 |
Non-compete agreement | 50 |
Customer relationships | 2,830 |
Goodwill | 16,075 |
Current liabilities | (540 | )
| $ | 24,340 |
The following table summarizes the purchase price allocation of the fair value of assets acquired and liabilities assumed in the Monolith acquisition:
(in thousands) | Purchase Price Allocation
Total purchase consideration: |
Original investment | $ | 3,500 |
Cash, net of cash acquired | 14,172 |
Non-cash, fair value of commitment to purchase non-controlling interest | 9,000 |
Total purchase consideration | $ | 26,672 |
Allocation of consideration to assets acquired and liabilities assumed: |
Current assets, net | $ | 891 |
Property, plant, and equipment | 789 |
Patented and unpatented technologies | 6,720 |
Non-compete agreement | 140 |
Goodwill | 20,641 |
Current liabilities | (639 | )
Other non-current liabilities | (1,870 | )
| $ | 26,672 |
The following table summarizes the purchase price allocation of the fair value of assets acquired and liabilities assumed in the IXYS acquisition:
(in thousands) | Purchase Price Allocation
Total purchase consideration: |
Cash, net of cash acquired | 302,865 |
Cash settled stock options | 3,622 |
Littelfuse stock | 434,192 |
Converted stock options | 38,109 |
Total purchase consideration | 778,788 |
Allocation of consideration to assets acquired and liabilities assumed: |
Current assets, net | 155,930 |
Property, plant, and equipment | 77,442 |
Intangible assets | 212,720 |
Goodwill | 382,360 |
Other non-current assets | 28,706 |
Other non-current liabilities | (78,370 | )
| 778,788 |
Business Acquisition, Pro Forma Information | The following table summarizes, on an unaudited pro forma basis, the combined results of operations of the Company and IXYS as though the acquisition had occurred as of January 1, 2017. The Company has not included pro forma results of operations for U.S. Sensor or Monolith as these results were not material to the Company. The pro forma amounts presented are not necessarily indicative of either the actual consolidated results had the IXYS acquisition occurred as of January 1, 2017 or of future consolidated operating results.
|  | For the Fiscal Year Ended
(in thousands, except per share amounts) |  | December 29, 2018 |  | December 30, 2017
Net sales |  | $ | 1,735,181 |  |  | $ | 1,564,956 |
Income before income taxes |  | 272,724 |  |  | 142,150 |
Net income |  | 215,228 |  |  | 75,604 |
Net income per share — basic |  | 8.61 |  |  | 3.05 |
Net income per share — diluted |  | 8.53 |  |  | 3.00 |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustments | Pro forma results presented above primarily reflect the following adjustments:
|  | For the Fiscal Year Ended
(in thousands) |  | December 29, 2018 |  | December 30, 2017
Amortization(a) |  | $ | 12,009 |  |  | $ | (25,203 | )
Depreciation |  | — |  |  | 556 |
Transaction costs(b) |  | 9,976 |  |  | (9,976 | )
Amortization of inventory step-up(c) |  | 36,927 |  |  | (36,927 | )
Stock compensation(d) |  | 5,845 |  |  | (6,635 | )
Interest expense(e) |  | — |  |  | (10,326 | )
Income tax impact of above items |  | (15,446 | ) |  | 29,336 |
(a) | The amortization adjustment for the twelve months ended December 29, 2018 primarily reflects the reduction of amortization expense in the period related to the Order backlog intangible asset. The Order backlog has a useful life of twelve months and is fully amortized in the fiscal 2017 pro forma results. The amortization adjustment for the twelve months ended December 30, 2017 reflects incremental amortization resulting for the measurement of intangibles at their fair values.
(b) | The transaction cost adjustments reflect the reversal of certain bank and attorney fees from the twelve months ended December 29, 2018 and recognition of those fees during the twelve months ended December 30, 2017.
(c) | The amortization of inventory step-up adjustment reflects the reversal of the amount recognized during the twelve months ended December 29, 2018 and the recognition of the full amortization during the twelve months ended December 30, 2017. The inventory step-up was amortized over five months as the inventory was sold.
(d) | The stock compensation adjustment reflects the reversal of the portion of stock compensation for IXYS stock options that were converted to Littelfuse stock options and expensed immediately during the twelve months ended December 29, 2018. The adjustment for the twelve months ended December 30, 2017 reflect the incremental stock compensation for the converted stock options.
(e) The interest expense adjustment reflects incremental interest expense related to the financing of the transaction.

X
- 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 http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 + Details
Name: | us-gaap_BusinessAcquisitionProFormaInformationNonrecurringAdjustmentsTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- 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 http://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 http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 + Details
Name: | us-gaap_BusinessAcquisitionProFormaInformationTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- 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 http://asc.fasb.org/extlink&oid=116869197&loc=d3e4845-128472 + Details
Name: | us-gaap_ScheduleOfRecognizedIdentifiedAssetsAcquiredAndLiabilitiesAssumedTableTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration