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United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 02, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___ to ___

Commission file number 0-20388

LITTELFUSE, INC.

(Exact name of registrant as specified in its charter)


Delaware		36-3795742
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
8755 West Higgins Road
Suite 500
Chicago	Illinois	60631
(Address of principal executive offices)		(ZIP Code)

Registrant’s telephone number, including area code: 773-628-1000

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of exchange on which registered

Common Stock, $0.01 par value

LFUS

NASDAQ

Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one): Large accelerated filer [X] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes [ ] No [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No [X]

As of July 29, 2022, the registrant had outstanding 24,754,910 shares of Common Stock, net of Treasury Shares.

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TABLE OF CONTENTS


		Page

PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets as of July 02, 2022 (unaudited) and January 01, 2022	3
	Condensed Consolidated Statements of Net Income for the three and six months ended July 02, 2022 (unaudited) and June 26, 2021 (unaudited)	4
	Condensed Consolidated Statements of Comprehensive Income for the three and six months ended July 02, 2022 (unaudited) and June 26, 2021 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the six months ended July 02, 2022 (unaudited) and June 26, 2021 (unaudited)	6
	Condensed Consolidated Statements of Stockholders' Equity for the six months ended July 02, 2022 (unaudited) and June 26, 2021 (unaudited)	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 4.	Controls and Procedures	39
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3.	Defaults Upon Senior Securities	39
Item 4.	Mine Safety Disclosures	39
Item 5.	Other Information	39
Item 6.	Exhibits	40
Signatures		41

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ITEM 1. FINANCIAL STATEMENTS

LITTELFUSE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS


	(Unaudited)
(in thousands)	July 2, 2022		January 1, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	809,122	$	478,473
Short-term investments	20		28
Trade receivables, less allowances of $68,933 and $59,232 at July 2, 2022 and January 1, 2022, respectively	343,321		275,192
Inventories	496,207		445,671
Prepaid income taxes and income taxes receivable	4,861		2,035
Prepaid expenses and other current assets	65,294		68,812
Total current assets	1,718,825		1,270,211






Net property, plant, and equipment	435,683		437,889
Intangible assets, net of amortization	374,593		407,126
Goodwill	914,358		929,790
Investments	25,626		39,211
Deferred income taxes	12,476		13,127
Right of use lease assets, net	39,724		29,616
Other long-term assets	23,184		24,734
Total assets	$	3,544,469	$	3,151,704
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	219,764	$	222,039



Accrued liabilities	137,377		159,689
Accrued income taxes	34,128		27,905
Current portion of long-term debt	7,500		25,000
Total current liabilities	398,769		434,633
Long-term debt, less current portion	884,569		611,897
Deferred income taxes	74,286		81,289
Accrued post-retirement benefits	35,090		37,037
Non-current operating lease liabilities	32,334		22,305
Other long-term liabilities	67,478		71,023
Shareholders’ equity:
Common stock, par value $0.01 per share: 34,000,000 shares authorized; shares issued, July 2, 2022–26,440,042; January 1, 2022–26,350,763	261		260
Additional paid-in capital	964,937		946,588
Treasury stock, at cost: 1,685,172 and 1,664,711 shares, respectively	(252,828)		(248,120)
Accumulated other comprehensive loss	(107,015)		(73,463)
Retained earnings	1,446,457		1,268,124
Littelfuse, Inc. shareholders’ equity	2,051,812		1,893,389
Non-controlling interest	131		131
Total equity	2,051,943		1,893,520
Total liabilities and equity	$	3,544,469	$	3,151,704

See accompanying Notes to Condensed Consolidated Financial Statements.

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LITTELFUSE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME

(Unaudited)


	Three Months Ended				Six Months Ended
(in thousands, except per share data)	July 2, 2022		June 26, 2021		July 2, 2022		June 26, 2021
Net sales	$	618,436	$	523,488	$	1,241,766	$	987,282
Cost of sales	355,465		326,092		720,199		629,420
Gross profit	262,971		197,396		521,567		357,862

Selling, general, and administrative expenses	93,093		73,315		168,601		131,603

Research and development expenses	23,488		16,394		43,044		31,133
Amortization of intangibles	11,592		10,641		24,316		21,162
Restructuring, impairment, and other charges	634		789		852		1,226
Total operating expenses	128,807		101,139		236,813		185,124
Operating income	134,164		96,257		284,754		172,738

Interest expense	4,368		4,626		8,670		9,299
Foreign exchange loss (gain)	14,124		(1,676)		21,860		5,161
Other expense (income), net	6,060		(1,890)		10,487		(9,627)
Income before income taxes	109,612		95,197		243,737		167,905
Income taxes	22,596		13,102		39,203		28,097
Net income	$	87,016	$	82,095	$	204,534	$	139,808

Earnings per share:
Basic	$	3.52	$	3.34	$	8.28	$	5.69
Diluted	$	3.48	$	3.30	$	8.19	$	5.62

Weighted-average shares and equivalent shares outstanding:
Basic	24,734		24,592		24,712		24,562
Diluted	24,985		24,900		24,986		24,894

See accompanying Notes to Condensed Consolidated Financial Statements.

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LITTELFUSE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	Three Months Ended				Six Months Ended
(in thousands)	July 2, 2022		June 26, 2021		July 2, 2022		June 26, 2021
Net income	$	87,016	$	82,095	$	204,534	$	139,808
Other comprehensive (loss) income:
Pension and postemployment adjustment, net of tax	639		329		949		783


Cash flow hedge, net of tax	(541)		—		(541)		—
Foreign currency translation adjustments	(31,447)		5,125		(33,960)		(200)
Comprehensive income	$	55,667	$	87,549	$	170,982	$	140,391

See accompanying Notes to Condensed Consolidated Financial Statements.

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LITTELFUSE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)


	Six Months Ended
(in thousands)	July 2, 2022		June 26, 2021
OPERATING ACTIVITIES
Net income	$	204,534	$	139,808
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	31,302		27,251
Amortization of intangibles	24,316		21,162

Deferred revenue	315		(316)
Non-cash inventory charges	4,769		6,807


Stock-based compensation	15,268		12,238
Loss (gain) on investments and other assets	12,506		(8,865)
Deferred income taxes	(2,422)		(2,172)
Other	28,605		7,842
Changes in operating assets and liabilities:
Trade receivables	(76,807)		(69,881)
Inventories	(70,285)		(38,205)
Accounts payable	9,153		38,955



Accrued liabilities and income taxes	(23,107)		4,488
Prepaid expenses and other assets	7,175		(12,766)
Net cash provided by operating activities	165,322		126,346

INVESTING ACTIVITIES
Acquisitions of businesses, net of cash acquired	(9,758)		(109,852)


Purchases of property, plant, and equipment	(56,151)		(32,657)
Net proceeds from sale of property, plant and equipment, and other	542		2,569
Net cash used in investing activities	(65,367)		(139,940)

FINANCING ACTIVITIES

Payments of revolving credit facility	—		(30,000)
Proceeds of term loan	300,000		—
Payments of senior notes payable	(25,000)		—

Net proceeds related to stock-based award activities	(1,626)		4,413

Debt issuance costs	(2,156)		—
Cash dividends paid	(26,201)		(23,596)
Net cash provided by (used in) financing activities	245,017		(49,183)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(15,511)		(2,894)
Increase (decrease) in cash, cash equivalents, and restricted cash	329,461		(65,671)
Cash, cash equivalents, and restricted cash at beginning of period	482,836		687,525
Cash, cash equivalents, and restricted cash at end of period	$	812,297	$	621,854
Supplementary Cash Flow Information
Reconciliation of cash and cash equivalents:
Cash and cash equivalents	$	809,122	$	616,330
Restricted cash included in prepaid expenses and other current assets	$	1,653	3,790
Restricted cash included in other long-term assets	$	1,522	$	1,734
Cash paid interest during the period	$	8,365	$	8,719

Capital expenditures, not yet paid	$	7,243	$	6,826

See accompanying Notes to Condensed Consolidated Financial Statements.

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LITTELFUSE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)


	Littelfuse, Inc. Shareholders’ Equity
(in thousands, except share and per share data)	Common Stock		Addl. Paid in Capital		Treasury Stock		Accum. Other Comp. (Loss)		Retained Earnings		Non-controlling Interest		Total
Balance at January 1, 2022	$	260	$	946,588	$	(248,120)	$	(73,463)	$	1,268,124	$	131	$	1,893,520
Net income	—		—		—		—		117,518		—		117,518


Other comprehensive loss, net of tax	—		—		—		(2,203)		—		—		(2,203)
Stock-based compensation	—		3,886		—		—		—		—		3,886

Withheld shares on restricted share units for withholding taxes	—		—		(4)		—		—		—		(4)
Stock options exercised	—		1,021		—		—		—		—		1,021

Cash dividends paid ($0.53 per share)	—		—		—		—		(13,086)		—		(13,086)
Balance at April 2, 2022	$	260	$	951,495	$	(248,124)	$	(75,666)	$	1,372,556	$	131	$	2,000,652











Net income	—		—		—		—		87,016		—		87,016



Other comprehensive loss, net of tax	—		—		—		(31,349)		—		—		(31,349)
Stock-based compensation	—		11,382		—		—		—		—		11,382

Withheld shares on restricted share units for withholding taxes	—		—		(4,704)		—		—		—		(4,704)
Stock options exercised	1		2,060		—		—		—		—		2,061

Cash dividends paid ($0.53 per share)	—		—		—		—		(13,115)		—		(13,115)
Balance at July 2, 2022	$	261	$	964,937	$	(252,828)	$	(107,015)	$	1,446,457	$	131	$	2,051,943

See accompanying Notes to Condensed Consolidated Financial Statements.

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	Littelfuse, Inc. Shareholders’ Equity
(in thousands, except share and per share data)	Common Stock		Addl. Paid in Capital		Treasury Stock		Accum. Other Comp. (Loss)		Retained Earnings		Non-controlling Interest		Total
Balance at December 26, 2020	$	259	$	907,858	$	(242,366)	$	(91,157)	$	1,034,048	$	131	$	1,608,773
Net income	—		—		—		—		57,713		—		57,713


Other comprehensive income (loss), net of tax	—		—		—		(4,871)		—		—		(4,871)
Stock-based compensation	—		3,395		—		—		—		—		3,395


Stock options exercised	—		7,509		—		—		—		—		7,509

Cash dividends paid ($0.48 per share)	—		—		—		—		(11,782)		—		(11,782)
Balance at March 27, 2021	$	259	$	918,762	$	(242,366)	$	(96,028)	$	1,079,979	$	131	$	1,660,737
Net income	—		—		—		—		82,095		—		82,095


Other comprehensive income, net of tax	—		—		—		5,454		—		—		5,454
Stock-based compensation	—		8,843		—		—		—		—		8,843

Withheld shares on restricted share units for withholding taxes	—		—		(5,597)		—		—		—		(5,597)
Stock options exercised	1		2,501		—		—		—		—		2,502


Cash dividends paid ($0.48 per share)	—		—		—		—		(11,814)		—		(11,814)
Balance at June 26, 2021	$	260	$	930,106	$	(247,963)	$	(90,574)	$	1,150,260	$	131	$	1,742,220

See accompanying Notes to Condensed Consolidated Financial Statements.

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Notes to Condensed Consolidated Financial Statements

1. Summary of Significant Accounting Policies and Other Information

Nature of Operations

Founded in 1927, Littelfuse is an industrial technology manufacturing company empowering a sustainable, connected, and safer world. Across more than 15 countries, and with 17,000 global associates, the Company partners with customers to design and deliver innovative, reliable solutions. Serving over 100,000 end customers, the Company’s products are found in a variety of industrial, transportation and electronics end markets – everywhere, every day.

Basis of Presentation

The Company’s accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial information, the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and disclosures normally included in the consolidated balance sheets, statements of net income and comprehensive income, statements of cash flows, and statement of stockholders' equity prepared in conformity with U.S. GAAP have been condensed or omitted as permitted by such rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. They have been prepared in accordance with accounting policies described in the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 2022 which should be read in conjunction with the disclosures therein. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal, recurring nature. Operating results for interim periods are not necessarily indicative of annual operating results.

Revenue Recognition

Revenue Disaggregation

The following tables disaggregate the Company’s revenue by primary business units for the three and six months ended July 2, 2022 and June 26, 2021:


	Three Months Ended July 2, 2022								Six Months Ended July 2, 2022
(in thousands)	Electronics Segment		Transportation Segment		Industrial Segment		Total		Electronics Segment		Transportation Segment		Industrial Segment		Total
Electronics – Passive Products and Sensors	$	162,313	$	—	$	—	$	162,313	$	332,256	$	—	$	—	$	332,256
Electronics – Semiconductor	195,863		—		—		195,863		391,741		—		—		391,741
Passenger Car Products	—		59,778		—		59,778		—		124,272		—		124,272
Automotive Sensors	—		23,201		—		23,201		—		49,338		—		49,338
Commercial Vehicle Products	—		99,048		—		99,048		—		192,921		—		192,921
Industrial Products	—		—		78,233		78,233		—		—		151,238		151,238
Total	$	358,176	$	182,027	$	78,233	$	618,436	$	723,997	$	366,531	$	151,238	$	1,241,766

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	Three Months Ended June 26, 2021								Six Months Ended June 26, 2021
(in thousands)	Electronics Segment		Transportation Segment		Industrial Segment		Total		Electronics Segment		Transportation Segment		Industrial Segment		Total
Electronics – Passive Products and Sensors	$	155,276	$	—	$	—	$	155,276	$	287,713	$	—	$	—	$	287,713
Electronics – Semiconductor	170,071		—		—		170,071		324,169		—		—		324,169
Passenger Car Products	—		68,048		—		68,048		—		135,949		—		135,949
Automotive Sensors	—		26,685		—		26,685		—		54,969		—		54,969
Commercial Vehicle Products	—		38,585		—		38,585		—		70,929		—		70,929
Industrial Products					64,823		64,823						113,553		113,553
Total	$	325,347	$	133,318	$	64,823	$	523,488	$	611,882	$	261,847	$	113,553	$	987,282

See Note 15, Segment Information for net sales by segment and countries.

Revenue Recognition

The Company recognizes revenue on product sales in the period in which the Company satisfies its performance obligation and control of the product is transferred to the customer. The Company’s sales arrangements with customers are predominately short term in nature and generally provide for transfer of control at the time of shipment as this is the point at which title and risk of loss of the product transfers to the customer. At the end of each period, for those shipments where title to the products and the risk of loss and rewards of ownership do not transfer until the product has been received by the customer, the Company adjusts revenues and cost of sales for the delay between the time that the products are shipped and when they are received by the customer. The amount of revenue recorded reflects the consideration to which the Company expects to be entitled in exchange for goods and may include adjustments for customer allowance, rebates and price adjustments. The Company’s distribution channels are primarily through direct sales and independent third-party distributors.

The Company elected the practical expedient under Accounting Standards Codification ("ASC") 340-40-25-4 to expense commissions when incurred as the amortization period of the commission asset the Company would have otherwise recognized is less than one year.

Revenue and Billing

The Company generally accepts orders from customers through receipt of purchase orders or electronic data interchange based on written sales agreements and purchasing contracts. Contract pricing and selling agreement terms are based on market factors, costs, and competition. Pricing is often negotiated as an adjustment (premium or discount) from the Company’s published price lists. The customer is invoiced when the Company’s products are shipped to them in accordance with the terms of the sales agreement. As the Company’s standard payment terms are less than one year, the Company elected the practical expedient under ASC 606-10-32-18 to not assess whether a contract has a significant financing component. The Company also elected the practical expedient provided in ASC 606-10-25-18B to treat all product shipping and handling activities as fulfillment activities, and therefore recognize the gross revenue associated with the contract, inclusive of any shipping and handling revenue.

Ship and Debit Program

Some of the terms of the Company’s sales agreements and normal business conditions provide customers (distributors) the ability to receive price adjustments on products previously shipped and invoiced. This practice is common in the industry and is referred to as a “ship and debit” program. This program allows the distributor to debit the Company for the difference between the distributors’ contracted price and a lower price for specific transactions. Under certain circumstances (usually in a competitive situation or large volume opportunity), a distributor will request authorization for pricing allowances to reduce its price. When the Company approves such a reduction, the distributor is authorized to “debit” its account for the difference between the contracted price and the lower approved price. The Company establishes reserves for this program based on

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historic activity, electronic distributor inventory levels and actual authorizations for the debit and recognizes these debits as a reduction of revenue.

Return to Stock

The Company has a return to stock policy whereby certain customers, with prior authorization from Littelfuse management, can return previously purchased goods for full or partial credit. The Company establishes an estimated allowance for these returns based on historic activity. Sales revenue and cost of sales are reduced to anticipate estimated returns.

Volume Rebates

The Company offers volume based sales incentives to certain customers to encourage greater product sales. If customers achieve their specific quarterly or annual sales targets, they are entitled to rebates. The Company estimates the projected amount of rebates that will be achieved by the customer and recognizes this estimated cost as a reduction to revenue as products are sold.

Cash, Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash at July 2, 2022 and January 1, 2022 reported within the Condensed Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Condensed Consolidated Statement of Cash Flows.


(in thousands)	July 2, 2022		January 1, 2022
Cash and cash equivalents	$	809,122	$	478,473
Restricted cash included in prepaid expenses and other current assets	1,653		2,718
Restricted cash included in other long-term assets	1,522		$	1,645
Total cash, cash equivalents and restricted cash	$	812,297	$	482,836

Recently Adopted Accounting Standards

In November 2021, the Financial Accounting Standards Board ("FASB") issued ASU No. 2021-10, "Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance". The standard, requires annual disclosures about transactions with a government that are accounted for by applying a grant or contribution accounting model by analogy: 1) Information about the nature of the transactions and the related accounting policy used to account for the transactions; 2) The line items on the balance sheet and income statement that are affected by the transactions, and the amounts applicable to each financial statement line item; 3) Significant terms and conditions of the transactions, including commitments and contingencies. The guidance is effective for fiscal years beginning after December 15, 2021 with early adoption permitted. The adoption of ASU 2021-10 did not have a material impact on the Company's Condensed Consolidated Financial Statements.

In October 2021, the FASB issued ASU No. 2021-08, "Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers". The standard requires an entity (acquirer) to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The guidance is effective for fiscal years beginning after December 15, 2022 with early adoption permitted. The adoption of ASU 2021-08 did not have a material impact on the Company's Condensed Consolidated Financial Statements.

2. Acquisitions

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.

Embed

On April 12, 2022, the Company acquired Embed Ltd. (“Embed”). Founded in 2005, Embed is a proven provider of embedded software and firmware developed for a broad range of applications serving transportation end markets. The business is included

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in the commercial vehicle business within the Company's Transportation segment. The acquisition was funded with the Company’s cash on hand. The total purchase consideration was $9.2 million, net of cash.

Carling Technologies

On November 30, 2021, the Company completed the previously announced acquisition of Carling Technologies, Inc. (“Carling”), pursuant to the Stock Purchase Agreement, dated as of October 19, 2021. Founded in 1920, Carling has a leading position in switching and circuit protection technologies with a strong global presence in commercial vehicle, marine and datacom/telecom infrastructure markets. At the time of acquisition, Carling had annualized sales of approximately $170 million. The operations of Carling are included in the commercial vehicle business within the Company's Transportation segment. The purchase price for Carling Technologies was approximately $315.5 million subject to a working capital adjustment.

The acquisition was funded with cash on hand. The total purchase consideration of $314.1 million, net of 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 price allocation is preliminary because the evaluations necessary to assess the fair values of the net assets acquired are still in process. The primary area not yet finalized relates to the completion of the valuation of certain acquired income tax assets and liabilities. As a result, these allocations are subject to change during the purchase price allocation period as the valuations are finalized.

The following table summarizes the preliminary purchase price allocation of the fair value of assets acquired and liabilities assumed in the Carling acquisition:


(in thousands)	Purchase Price Allocation
Total purchase consideration:
Cash, net of cash acquired	$	314,094
Allocation of consideration to assets acquired and liabilities assumed:
Trade receivables, net	26,129
Inventories	56,657
Other current assets	3,454
Property, plant, and equipment	57,329
Intangible assets	126,390
Goodwill	97,917
Other non-current assets	4,007
Current liabilities	(21,495)
Other non-current liabilities	(36,294)
	$	314,094

All Carling goodwill, other assets and liabilities were recorded in the Transportation segment and are reflected in the Americas, Europe 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 Carling’s products and technology with the Company’s existing commercial vehicle products portfolio. Goodwill resulting from the Carling acquisition is not expected to be deductible for tax purposes.

During the six months ended July 2, 2022, the Company paid $0.5 million related to final working capital adjustment and made measurement period adjustments to reduce the fair value of property, plant and equipment of $7.0 million, inventories of $0.8 million, net accounts receivable of $0.6 million and an increase in intangible assets attributable to customer relationships intangible assets of $0.5 million. As a result of these adjustments along with a corresponding reduction of deferred tax liabilities of $1.7 million, goodwill was increased by $5.6 million.

As required by purchase accounting rules, the Company recorded a $6.4 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 sales during the fourth quarter of 2021 and first quarter of 2022, as the acquired inventory was sold, and reflected as other non-segment costs. The Company recognized a non-cash charge of $4.8 million to cost of sales during the six months ended July 2, 2022.

Hartland Controls

Table of Contents

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 $111.0 million and the operations of Hartland are included in the Industrial segment.

The total purchase consideration of $108.5 million, net of cash, cash equivalents, and restricted cash has been allocated to assets acquired and liabilities assumed, as of the completion of the acquisition, based on estimated fair values. As of July 2, 2022, 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	$	108,516
Allocation of consideration to assets acquired and liabilities assumed:
Trade receivables, net	12,915
Inventories	35,808
Other current assets	2,224
Property, plant, and equipment	6,296
Intangible assets	39,660
Goodwill	38,502
Other non-current assets	3,782
Current liabilities	(24,861)
Other non-current liabilities	(5,810)
	$	108,516

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.

The Company recorded a $6.8 million step-up of inventory to its fair value as of the acquisition date. The step-up was amortized as a non-cash charge to cost of sales during the first and second quarters of 2021, as the acquired inventory was sold, and is reflected as other non-segment costs. During the three and six months ended June 26, 2021, the Company recognized a charge of $3.3 million and 6.8 million, respectively, for the amortization of this fair value inventory step-up.

During the three and six months ended June 26, 2021, the Company incurred approximately $0.1 million and $0.8 million, respectively, 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.

Pro Forma Results

The following table summarizes, on an unaudited pro forma basis, the combined results of operations of the Company, Hartland and Carling as though the acquisitions 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 Hartland and Carling acquisitions occurred as of December 29, 2019 or of future consolidated operating results.