Cover Page
Cover Page - shares | 3 Months Ended | |
Apr. 02, 2022 | Apr. 29, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Apr. 2, 2022 | |
Document Transition Report | false | |
Entity File Number | 0-20388 | |
Entity Registrant Name | LITTELFUSE INC /DE | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 36-3795742 | |
Entity Address, Address Line One | 8755 West Higgins Road | |
Entity Address, Address Line Two | Suite 500 | |
Entity Address, City or Town | Chicago | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60631 | |
City Area Code | 773 | |
Local Phone Number | 628-1000 | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | LFUS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 24,738,721 | |
Entity Central Index Key | 0000889331 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Apr. 02, 2022 | Jan. 01, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 461,617 | $ 478,473 |
Short-term investments | 27 | 28 |
Trade receivables, less allowances of $62,170 and $59,232 at April 2, 2022 and January 1, 2022, respectively | 319,457 | 275,192 |
Inventories | 470,552 | 445,671 |
Prepaid income taxes and income taxes receivable | 1,570 | 2,035 |
Prepaid expenses and other current assets | 64,987 | 68,812 |
Total current assets | 1,318,210 | 1,270,211 |
Net property, plant, and equipment | 442,022 | 437,889 |
Intangible assets, net of amortization | 391,855 | 407,126 |
Goodwill | 926,732 | 929,790 |
Investments | 34,372 | 39,211 |
Deferred income taxes | 17,119 | 13,127 |
Right of use lease assets, net | 37,579 | 29,616 |
Other long-term assets | 25,279 | 24,734 |
Total assets | 3,193,168 | 3,151,704 |
Current liabilities: | ||
Accounts payable | 212,644 | 222,039 |
Accrued liabilities | 127,011 | 159,689 |
Accrued income taxes | 25,689 | 27,905 |
Current portion of long-term debt | 0 | 25,000 |
Total current liabilities | 365,344 | 434,633 |
Long-term debt, less current portion | 606,741 | 611,897 |
Deferred income taxes | 80,686 | 81,289 |
Accrued post-retirement benefits | 36,884 | 37,037 |
Non-current operating lease liabilities | 29,511 | 22,305 |
Other long-term liabilities | 73,350 | 71,023 |
Shareholders’ equity: | ||
Common stock, par value $0.01 per share: 34,000,000 shares authorized; shares issued, April 2, 2022–26,358,545; January 1, 2022–26,350,763 | 260 | 260 |
Additional paid-in capital | 951,495 | 946,588 |
Treasury stock, at cost: 1,664,727 and 1,664,711 shares, respectively | (248,124) | (248,120) |
Accumulated other comprehensive loss | (75,666) | (73,463) |
Retained earnings | 1,372,556 | 1,268,124 |
Littelfuse, Inc. shareholders’ equity | 2,000,521 | 1,893,389 |
Non-controlling interest | 131 | 131 |
Total equity | 2,000,652 | 1,893,520 |
Total liabilities and equity | $ 3,193,168 | $ 3,151,704 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Apr. 02, 2022 | Jan. 01, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for trade receivables | $ 62,170 | $ 59,232 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock authorized (in shares) | 34,000,000 | 34,000,000 |
Common stock issued (in shares) | 26,358,545 | 26,350,763 |
Treasury stock (in shares) | 1,664,727 | 1,664,711 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF NET INCOME (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Apr. 02, 2022 | Mar. 27, 2021 | |
Income Statement [Abstract] | ||
Net sales | $ 623,330 | $ 463,794 |
Cost of sales | 364,734 | 303,328 |
Gross profit | 258,596 | 160,466 |
Selling, general, and administrative expenses | 75,508 | 58,288 |
Research and development expenses | 19,556 | 14,739 |
Amortization of intangibles | 12,724 | 10,521 |
Restructuring, impairment, and other charges | 218 | 437 |
Total operating expenses | 108,006 | 83,985 |
Operating income | 150,590 | 76,481 |
Interest expense | 4,302 | 4,673 |
Foreign exchange loss | 7,736 | 6,837 |
Other expense (income), net | 4,427 | (7,737) |
Income before income taxes | 134,125 | 72,708 |
Income taxes | 16,607 | 14,995 |
Net income | $ 117,518 | $ 57,713 |
Earnings per share: | ||
Basic (in dollars per share) | $ 4.76 | $ 2.35 |
Diluted (in dollars per share) | $ 4.70 | $ 2.32 |
Weighted-average shares and equivalent shares outstanding: | ||
Basic (in shares) | 24,689 | 24,532 |
Diluted (in shares) | 24,981 | 24,892 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2022 | Mar. 27, 2021 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 117,518 | $ 57,713 |
Other comprehensive income (loss): | ||
Pension and postemployment adjustment, net of tax | 310 | 454 |
Foreign currency translation adjustments | (2,513) | (5,325) |
Comprehensive income | $ 115,315 | $ 52,842 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2022 | Mar. 27, 2021 | |
OPERATING ACTIVITIES | ||
Net income | $ 117,518 | $ 57,713 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 15,574 | 13,677 |
Amortization of intangibles | 12,724 | 10,521 |
Deferred revenue | (158) | (157) |
Non-cash inventory charges | 4,769 | 3,489 |
Stock-based compensation | 3,886 | 3,395 |
Loss (gain) on investments and other assets | 4,729 | (7,675) |
Deferred income taxes | (2,112) | 378 |
Other | 8,554 | 8,537 |
Changes in operating assets and liabilities: | ||
Trade receivables | (45,945) | (32,973) |
Inventories | (30,879) | (6,152) |
Accounts payable | (6,611) | 17,070 |
Accrued liabilities and income taxes | (36,287) | (15,427) |
Prepaid expenses and other assets | 5,969 | (2,230) |
Net cash provided by operating activities | 51,731 | 50,166 |
INVESTING ACTIVITIES | ||
Acquisitions of businesses, net of cash acquired | 0 | (109,852) |
Purchases of property, plant, and equipment | (29,809) | (14,721) |
Net proceeds from sale of property, plant and equipment, and other | 21 | 2,553 |
Net cash used in investing activities | (29,788) | (122,020) |
FINANCING ACTIVITIES | ||
Payments of revolving credit facility | 0 | (30,000) |
Payments of senior notes payable | (25,000) | 0 |
Net proceeds related to stock-based award activities | 1,016 | 7,509 |
Cash dividends paid | (13,086) | (11,782) |
Net cash used in financing activities | (37,070) | (34,273) |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (2,738) | (4,101) |
Decrease in cash, cash equivalents, and restricted cash | (17,865) | (110,228) |
Cash, cash equivalents, and restricted cash at beginning of period | 482,836 | 687,525 |
Cash, cash equivalents, and restricted cash at end of period | 464,971 | 577,297 |
Supplementary Cash Flow Information | ||
Cash and cash equivalents | 461,617 | 572,771 |
Restricted cash included in prepaid expenses and other current assets | 1,745 | 3,462 |
Restricted cash included in other long-term assets | 1,609 | 1,064 |
Cash paid interest during the period | 6,018 | 6,235 |
Capital expenditures, not yet paid | $ 9,553 | $ 4,141 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Addl. Paid in Capital | Treasury Stock | Accum. Other Comp. (Loss) | Retained Earnings | Non-controlling Interest |
Balance at Dec. 26, 2020 | $ 1,608,773 | $ 259 | $ 907,858 | $ (242,366) | $ (91,157) | $ 1,034,048 | $ 131 |
Increase (Decrease) in Stockholders' Equity | |||||||
Net income | 57,713 | 57,713 | |||||
Other comprehensive 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 | (11,782) | (11,782) | |||||
Balance at Mar. 27, 2021 | 1,660,737 | 259 | 918,762 | (242,366) | (96,028) | 1,079,979 | 131 |
Balance at Jan. 01, 2022 | 1,893,520 | 260 | 946,588 | (248,120) | (73,463) | 1,268,124 | 131 |
Increase (Decrease) in Stockholders' Equity | |||||||
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 | (13,086) | (13,086) | |||||
Balance at Apr. 02, 2022 | $ 2,000,652 | $ 260 | $ 951,495 | $ (248,124) | $ (75,666) | $ 1,372,556 | $ 131 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | |
Apr. 02, 2022 | Mar. 27, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||
Cash dividends paid, per share (in dollars per share) | $ 0.53 | $ 0.48 |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Other Information | 3 Months Ended |
Apr. 02, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies and Other Information | Summary of Significant Accounting Policies and Other Information Nature of Operations Founded in 1927, Littelfuse is an industrial techn ology 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 months ended April 2, 2022 and March 27, 2021: Three Months Ended April 2, 2022 (in thousands) Electronics Transportation Industrial Electronics – Passive Products and Sensors $ 169,943 $ — $ — $ 169,943 Electronics – Semiconductor 195,878 — — 195,878 Passenger Car Products — 64,494 — 64,494 Automotive Sensors — 26,137 — 26,137 Commercial Vehicle Products — 93,873 — 93,873 Industrial Products — — 73,005 73,005 Total $ 365,821 $ 184,504 $ 73,005 $ 623,330 Three Months Ended March 27, 2021 (in thousands) Electronics Transportation Industrial Total Electronics – Passive Products and Sensors $ 132,437 $ — $ — $ 132,437 Electronics – Semiconductor 154,098 — — 154,098 Passenger Car Products — 67,901 — 67,901 Automotive Sensors — 28,284 — 28,284 Commercial Vehicle Products — 32,344 — 32,344 Industrial Products 48,730 48,730 Total $ 286,535 $ 128,529 $ 48,730 $ 463,794 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 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 April 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) April 2, January 1, Cash and cash equivalents $ 461,617 $ 478,473 Restricted cash included in prepaid expenses and other current assets 1,745 2,718 Restricted cash included in other long-term assets 1,609 $ 1,645 Total cash, cash equivalents and restricted cash $ 464,971 $ 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. Recently Issued Accounting Standards 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 Company does not expect a material impact from the adoption of this guidance on the Company's Condensed Consolidated Financial Statements. |
Acquisitions
Acquisitions | 3 Months Ended |
Apr. 02, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | 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. 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 business is headquartered in Plainville, Connecticut, with offices and facilities located around the world and is reported as part of 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 $313.6 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 consideration will be adjusted for an additional $0.5 million associated with the final working capital adjustment, which will be settled in the second quarter of 2022. 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 areas that are not yet finalized relate to the completion of the valuations of certain property, plant and equipment and 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 Total purchase consideration: Cash, net of cash acquired $ 313,583 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 58,315 Intangible assets 125,890 Goodwill 97,553 Other non-current assets 4,007 Current liabilities (22,288) Other non-current liabilities (36,134) $ 313,583 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 three months ended April 2, 2022, the Company made adjustments to reduce the fair value of fixed assets of $6.0 million, inventories of $0.8 million, net accounts receivable of $0.6 million and increase in accrued liabilities of $0.5 million. As a result of these adjustments along with a corresponding reduction of deferred tax liabilities of $1.6 million, goodwill was increased by $5.2 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 three months ended April 2, 2022. Hartland Controls 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. The purchase consideration is subject to change for the final working capital adjustments. As of April 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 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 months ended March 27, 2021, the Company recognized a charge of $3.5 million for the amortization of this fair value inventory step-up. During the three months ended March 27, 2021, the Company incurred approximately $0.7 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. 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 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. For the Three Months Ended (in thousands, except per share amounts) April 2, 2022 March 27, 2021 Net sales $ 623,330 $ 517,399 Income before income taxes 138,894 78,595 Net income 121,238 62,573 Net income per share — basic 4.91 2.57 Net income per share — diluted 4.85 2.55 Pro forma results presented above primarily reflect the following adjustments: For the Three Months Ended (in thousands) April 2, 2022 March 27, 2021 Amortization (a) $ — $ (2,601) Depreciation — (43) Transaction costs (b) — 707 Amortization of inventory step-up (c) 4,769 3,490 Income tax expense of above items (1,049) (309) (a) The amortization adjustment for the three months ended March 27, 2021 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 months ended March 27, 2021. (c) The amortization of inventory step-up adjustment reflects the reversal of the amount recognized during three months ended April 2, 2022 and the recognition of the amortization during 2020. The inventory step-up was amortized over four months as the inventory was sold. |
Inventories
Inventories | 3 Months Ended |
Apr. 02, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories The components of inventories at April 2, 2022 and January 1, 2022 are as follows: (in thousands) April 2, 2022 January 1, 2022 Raw materials $ 197,628 $ 168,409 Work in process 122,324 117,506 Finished goods 187,477 195,656 Inventory reserves (36,877) (35,900) Total $ 470,552 $ 445,671 |
Property, Plant, and Equipment
Property, Plant, and Equipment | 3 Months Ended |
Apr. 02, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant, and Equipment | Property, Plant, and Equipment The components of net property, plant, and equipment at April 2, 2022 and January 1, 2022 are as follows: (in thousands) April 2, 2022 January 1, 2022 Land and land improvements $ 23,153 $ 23,470 Building and building improvements 177,453 151,297 Machinery and equipment 770,642 779,559 Accumulated depreciation (529,226) (516,437) Total $ 442,022 $ 437,889 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Apr. 02, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Changes in the carrying value of goodwill by segment for the three months ended April 2, 2022 are as follows: (in thousands) Electronics Transportation Industrial Total Net book value of goodwill as of January 1, 2022 Gross goodwill as of January 1, 2022 $ 660,245 $ 228,555 $ 86,232 $ 975,032 Accumulated impairment losses as of January 1, 2022 — (36,177) (9,065) (45,242) Total 660,245 192,378 77,167 929,790 Changes during 2022: Additions (a) — 5,187 — 5,187 Currency translation (6,746) (1,610) 111 (8,245) Net book value of goodwill as of April 2, 2022 Gross goodwill as of April 2, 2022 653,499 231,733 86,517 971,749 Accumulated impairment losses as of April 2, 2022 — (35,778) $ (9,239) (45,017) Total $ 653,499 $ 195,955 $ 77,278 $ 926,732 (a) The additions resulted from the acquisition of Carling. The components of other intangible assets as of April 2, 2022 and January 1, 2022 are as follows: As of April 2, 2022 (in thousands) Gross Accumulated Amortization Net Book Value Land use rights $ 19,562 $ 2,019 $ 17,543 Patents, licenses and software 163,214 103,649 59,565 Distribution network 43,239 40,991 2,248 Customer relationships, trademarks, and tradenames 483,872 171,373 312,499 Total $ 709,887 $ 318,032 $ 391,855 As of January 1, 2022 (in thousands) Gross Accumulated Amortization Net Book Value Land use rights $ 19,542 $ 1,906 $ 17,636 Patents, licenses and software 164,556 101,307 63,249 Distribution network 43,361 40,591 2,770 Customer relationships, trademarks, and tradenames 487,710 164,239 323,471 Total $ 715,169 $ 308,043 $ 407,126 During the three months ended April 2, 2022 and March 27, 2021, the Company recorded amortization expense of $12.7 million and $10.5 million, respectively. Estimated annual amortization expense related to intangible assets with definite lives as of April 2, 2022 is as follows: (in thousands) Amount 2022 $ 49,911 2023 45,302 2024 41,899 2025 41,426 2026 32,955 2027 and thereafter 193,086 Total $ 404,579 |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Apr. 02, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities The components of accrued liabilities as of April 2, 2022 and January 1, 2022 are as follows: (in thousands) April 2, 2022 January 1, 2022 Employee-related liabilities $ 55,410 $ 92,018 Operating lease liability 9,748 9,018 Other non-income taxes 6,252 4,280 Professional services 5,840 4,299 Restructuring liability 2,882 2,944 Interest 2,594 4,402 Deferred revenue 1,216 1,105 Other 43,069 41,623 Total $ 127,011 $ 159,689 Employee-related liabilities consist primarily of payroll, sales commissions, bonus, employee benefit accruals and workers’ compensation. Bonus accruals include amounts earned pursuant to the Company’s primary employee incentive compensation plans. Other accrued liabilities include miscellaneous operating accruals and other client-related liabilities. |
Restructuring, Impairment and O
Restructuring, Impairment and Other Charges | 3 Months Ended |
Apr. 02, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring, Impairment and Other Charges | Restructuring, Impairment, and Other Charges The Company recorded restructuring, impairment and other charges for the three months ended April 2, 2022 and March 27, 2021 as follows: Three months ended April 2, 2022 (in thousands) Electronics Transportation Industrial Total Employee terminations $ 205 $ — $ — $ 205 Other restructuring charges — 13 — 13 Total restructuring charges 205 13 — 218 Total $ 205 $ 13 $ — $ 218 Three months ended March 27, 2021 (in thousands) Electronics Transportation Industrial Total Employee terminations $ 257 $ — $ 163 $ 420 Other restructuring charges — 17 — 17 Total restructuring charges 257 17 163 437 Total $ 257 $ 17 $ 163 $ 437 2022 For the three months ended April 2, 2022, the Company recorded total restructuring charges of $0.2 million, primarily for employee termination costs. These charges are primarily related to the reorganization of certain manufacturing, selling and administrative functions within the Electronics segment. 2021 For the three months ended March 27, 2021, the Company recorded total restructuring charges of $0.4 million, primarily for employee termination costs. These charges primarily related to the reorganization of certain manufacturing, selling and administrative functions within the Electronics and Industrial segments. The restructuring liability as of both April 2, 2022 and January 1, 2022 i s $2.9 million. The restructuring liability is included within accrued liabilities in the Condensed Conso lidated Balance Sheets. The Company anticipates the remaining payments associated with employee terminations will primarily be completed in fiscal year 2022. |
Debt
Debt | 3 Months Ended |
Apr. 02, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt The carrying amounts of debt at April 2, 2022 and January 1, 2022 are as follows: (in thousands) April 2, January 1, Revolving Credit Facility $ 100,000 $ 100,000 Euro Senior Notes, Series A due 2023 129,478 132,444 Euro Senior Notes, Series B due 2028 105,132 107,540 U.S. Senior Notes, Series A due 2022 — 25,000 U.S. Senior Notes, Series B due 2027 100,000 100,000 U.S. Senior Notes, Series A due 2025 50,000 50,000 U.S. Senior Notes, Series B due 2030 125,000 125,000 Other — — Unamortized debt issuance costs (2,869) (3,087) Total debt 606,741 636,897 Less: Current maturities — (25,000) Total long-term debt $ 606,741 $ 611,897 Revolving Credit Facility On April 3, 2020, the Company amended its Credit Agreement to effect certain changes, including, among others: (i) eliminating the $200.0 million unsecured term loan credit facility, the remaining outstanding balance ($140.0 million) of which was repaid in full on April 3, 2020 through the revolving credit facility; (ii) making certain financial and non-financial covenants less restrictive on the Company; (iii) modifying performance-based interest rate margins and undrawn fees; and (iv) extending the maturity date to April 3, 2025. The amended Credit Agreement also allows the Company to increase the size of the revolving credit facility or enter into one or more tranches of term loans if there is no event of default and the Company is in compliance with certain financial covenants. The balance under the facility was $100.0 million as of April 2, 2022. Outstanding borrowings under the amended Credit Agreement bears interest, at the Company’s option, at either LIBOR, fixed for interest periods of one, two, three or six-month periods, plus 1.25% to 2.00%, or at the bank’s Base Rate, as defined, plus 0.25% to 1.00%, based upon the Company’s Consolidated Leverage Ratio, as defined. The Company is also required to pay commitment fees on unused portions of the credit agreement ranging from 0.125% to 0.20%, based on the Consolidated Leverage Ratio, as defined in the agreement. The amended Credit Agreement includes representations, covenants and events of default that are customary for financing transactions of this nature . The effective interest rate on outstanding borrowings under the credit facility was 1.71% on April 2, 2022. As of April 2, 2022, the Company had no amount outstanding in letters of credit and had available $600.0 million of borrowing capacity under the Revolving Credit Facility. As of April 2, 2022, the Company was in compliance with all covenants under the Credit Agreement. Senior Notes On December 8, 2016, the Company entered into a Note Purchase Agreement, pursuant to which the Company issued and sold €212 million aggregate principal amount of senior notes in two series. The funding date for the Euro denominated senior notes occurred on December 8, 2016 for €117 million in aggregate amount of 1.14% Senior Notes, Series A, due December 8, 2023 (“Euro Senior Notes, Series A due 2023”), and €95 million in aggregate amount of 1.83% Senior Notes, Series B due December 8, 2028 (“Euro Senior Notes, Series B due 2028”) (together, the “Euro Senior Notes”). Interest on the Euro Senior Notes is payable semiannually on June 8 and December 8, commencing June 8, 2017. On December 8, 2016, the Company entered into a Note Purchase Agreement, pursuant to which the Company issued and sold $125 million aggregate principal amount of senior notes in two series. On February 15, 2017, $25 million in aggregate principal amount of 3.03% Senior Notes, Series A, due February 15, 2022 (“U.S. Senior Notes, Series A due 2022”), and $100 million in aggregate principal amount of 3.74% Senior Notes, Series B, due February 15, 2027 (“U.S. Senior Notes, Series B due 2027”) (together, the “U.S. Senior Notes due 2022 and 2027”) were funded. Interest on the U.S. Senior Notes due 2022 and 2027 is payable semiannually on February 15 and August 15, commencing August 15, 2017. During the three months ended April 2, 2022, the Company paid $25.0 million of U.S. Senior Notes, Series A due on February 15, 2022. On November 15, 2017, the Company entered into a Note Purchase Agreement pursuant to which the Company issued and sold $175 million in aggregate principal amount of senior notes in two series. On January 16, 2018, $50 million aggregate principal amount of 3.48% Senior Notes, Series A, due February 15, 2025 (“U.S. Senior Notes, Series A due 2025”) and $125 million in aggregate principal amount of 3.78% Senior Notes, Series B, due February 15, 2030 (“U.S. Senior Notes, Series B due 2030”) (together the “U.S. Senior Notes due 2025 and 2030” and with the Euro Senior Notes and the U.S. Senior Notes due 2022 and 2027, the “Senior Notes”) were funded. Interest on the U.S. Senior Notes due 2025 and 2030 is payable semiannually on February 15 and August 15, commencing on August 15, 2018. The Senior Notes have not been registered under the Securities Act, or applicable state securities laws. The Senior Notes are general unsecured senior obligations and rank equal in right of payment with all existing and future unsecured unsubordinated indebtedness of the Company. The Senior Notes are subject to certain customary covenants, including limitations on the Company’s ability, with certain exceptions, to engage in mergers, consolidations, asset sales and transactions with affiliates, to engage in any business that would substantially change the general business of the Company, and to incur liens. In addition, the Company is required to satisfy certain financial covenants and tests relating to, among other matters, interest coverage and leverage. At April 2, 2022, the Company was in compliance with all covenants under the Senior Notes. The Company may redeem the Senior Notes upon the satisfaction of certain conditions and the payment of a make-whole amount to noteholders and are required to offer to repurchase the Senior Notes at par following certain events, including a change of control. Interest paid on all Company debt was $6.0 million and $6.2 million for the three months ended April 2, 2022 and March 27, 2021, respectively. |
Fair Value of Assets and Liabil
Fair Value of Assets and Liabilities | 3 Months Ended |
Apr. 02, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Assets and Liabilities | Fair Value of Assets and Liabilities For assets and liabilities measured at fair value on a recurring and nonrecurring basis, a three-level hierarchy of measurements based upon observable and unobservable inputs is used to arrive at fair value. Observable inputs are developed based on market data obtained from independent sources, while unobservable inputs reflect the Company’s assumptions about valuation based on the best information available in the circumstances. Depending on the inputs, the Company classifies each fair value measurement as follows: Level 1 —Valuations based on unadjusted quoted prices for identical assets or liabilities in active markets; Level 2 —Valuations based upon quoted prices for similar instruments, prices for identical or similar instruments in markets that are not active, or model-derived valuations, all of whose significant inputs are observable, and Level 3 —Valuations based upon one or more significant unobservable inputs. Following is a description of the valuation methodologies used for instruments measured at fair value and their classification in the valuation hierarchy. Cash Equivalents Cash equivalents primarily consist of money market funds, which are held with an institution with sound credit rating and are highly liquid. The Company classified cash equivalents as Level 1 and are valued at cost which approximates fair value. Investments in Equity Securities Investments in equity securities listed on a national market or exchange are valued at the last sales price and classified within Level 1 of the valuation hierarchy and recorded in Investments and Other long-term assets. Mutual Funds The Company has a non-qualified Supplemental Retirement and Savings Plan which provides additional retirement benefits for certain management employees and named executive officers by allowing participants to defer a portion of their annual compensation. The Company maintains accounts for participants through which participants make investment elections. The marketable securities are classified as Level 1 under the fair value hierarchy as they are maintained in mutual funds with readily determinable fair value and recorded in Other long-term assets. There wer e no changes during the quarter ended April 2, 2022 to the Company’s valuation techniques used to measure asset and liability fair values o n a recurring basis. As of April 2, 2022 and January 1, 2022, the Company did not hold any non-financial assets or liabilities that are required to be measured at fair value on a recurring basis. The following table presents assets measured at fair value by classification within the fair value hierarchy as of April 2, 2022: Fair Value Measurements Using (in thousands) Quoted Prices in Significant Significant Total Cash equivalents $ 12,476 $ — $ — $ 12,476 Investments in equity securities 20,864 — — 20,864 Mutual funds 15,546 — — 15,546 Total $ 48,886 $ — $ — $ 48,886 The following table presents assets measured at fair value by classification within the fair value hierarchy as of January 1, 2022: Fair Value Measurements Using (in thousands) Quoted Prices in Significant Significant Total Cash equivalents $ 12,475 $ — $ — $ 12,475 Investments in equity securities 26,070 — — 26,070 Mutual funds 15,021 — — 15,021 Total $ 53,566 $ — $ — $ 53,566 In addition to the methods and assumptions used for the financial instruments recorded at fair value as discussed above, the following methods and assumptions are used to estimate the fair value of other financial instruments that are not marked to market on a recurring basis. The Company’s other financial instruments include cash and cash equivalents, short-term investments, accounts receivable and its long-term debt. Due to their short-term maturity, the carrying amounts of cash and cash equivalents, short-term investments and accounts receivable approximate their fair values. The Company’s revolving credit facilities’ fair values approximate book value at April 2, 2022 and January 1, 2022, as the rates on these borrowings are variable in nature. The carrying value and estimated fair values of the Company’s Euro Senior Notes, Series A and Series B and USD Senior Notes, Series A and Series B, as of April 2, 2022 and January 1, 2022 were as follows: April 2, 2022 January 1, 2022 (in thousands) Carrying Estimated Carrying Estimated Euro Senior Notes, Series A due 2023 $ 129,478 $ 129,149 $ 132,444 $ 134,119 Euro Senior Notes, Series B due 2028 105,132 101,072 107,540 110,837 USD Senior Notes, Series A due 2022 — — 25,000 25,055 USD Senior Notes, Series B due 2027 100,000 98,501 100,000 104,828 USD Senior Notes, Series A due 2025 50,000 49,284 50,000 51,720 USD Senior Notes, Series B due 2030 125,000 122,010 125,000 131,837 |
Benefit Plans
Benefit Plans | 3 Months Ended |
Apr. 02, 2022 | |
Retirement Benefits [Abstract] | |
Benefit Plans | Benefit Plans The Company has company-sponsored defined benefit pension plans covering employees in the U.K., Germany, the Philippines, China, Japan, Mexico, Italy and France. The amount of the retirement benefits provided under the plans is based on years of service and final average pay. The Company recognizes interest cost, expected return on plan assets, and amortization of prior service, net within Other expense (income), net in the Condensed Consolidated Statements of Net Income. The components of net periodic benefit cost for the three months ended April 2, 2022 and March 27, 2021 were as follows: For the Three Months Ended (in thousands) April 2, 2022 March 27, 2021 Components of net periodic benefit cost: Service cost $ 768 $ 702 Interest cost 644 440 Expected return on plan assets (403) (367) Amortization of prior service and net actuarial loss 101 331 Net periodic benefit cost $ 1,110 $ 1,106 The Company expects to make approximately $2.6 million of contributions to the plans and pay $1.8 million of benefits directly in 2022. The Company also sponsors certain post-employment plans in foreign countries and other statutory benefit plans. The Company recorded expense of $0.5 million for both the three months ended April 2, 2022 and March 27, 2021 , respectively, in Cost of Sales and Other expense (income), net within the Condensed Consolidated Statements of Net Income. For the three months ended April 2, 2022 and March 27, 2021, the pre-tax amounts recognized in other comprehensive income (loss) as components of net periodic benefit costs for these plans were $0.1 million and $0.2 million, respectively |
Other Comprehensive (Loss) Inco
Other Comprehensive (Loss) Income | 3 Months Ended |
Apr. 02, 2022 | |
Equity [Abstract] | |
Other Comprehensive (Loss) Income | Other Comprehensive (Loss) IncomeChanges in other comprehensive income (loss) by component were as follows: (in thousands) Three Months Ended Three Months Ended Pre-tax Tax Net of Tax Pre-tax Tax Net of Tax Defined benefit pension plan and other adjustments $ 323 $ 13 $ 310 $ 506 $ 52 $ 454 Foreign currency translation adjustments (1) (3,215) (702) (2,513) (5,325) — (5,325) Total change in other comprehensive (loss) income $ (2,892) $ (689) $ (2,203) $ (4,819) $ 52 $ (4,871) (1) The tax shown above within the foreign currency translation adjustments is the U.S. tax associated with the foreign currency translation adjustments of earnings of non-U.S. subsidiaries which have been previously taxed in the U.S. and are not permanently reinvested. The following tables set forth the changes in accumulated other comprehensive (loss) by component for the three months ended April 2, 2022 and March 27, 2021: (in thousands) Defined benefit pension plan and other adjustments Foreign currency Accumulated other Balance at January 1, 2022 $ (11,928) $ (61,535) $ (73,463) Activity in the period 310 (2,513) (2,203) Balance at April 2, 2022 $ (11,618) $ (64,048) $ (75,666) (in thousands) Defined benefit pension plan and other adjustments Foreign currency translation adjustment Accumulated other comprehensive (loss) Balance at December 26, 2020 $ (34,141) $ (57,016) $ (91,157) Activity in the period 454 (5,325) (4,871) Balance at March 27, 2021 $ (33,687) $ (62,341) $ (96,028) Amounts reclassified from accumulated other comprehensive (loss) to earnings for the three months ended April 2, 2022 and March 27, 2021 were as follows: Three Months Ended (in thousands) April 2, 2022 March 27, 2021 Pension and Postemployment plans: Amortization of prior service and net actuarial loss $ 197 $ 504 The Company recognizes the amortization of prior service costs in Other expense (income), net within the Condensed Consolidated Statements of Net Income. |
Income Taxes
Income Taxes | 3 Months Ended |
Apr. 02, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The effective tax rate for the three months ended April 2, 2022 was 12.4%, compared to the effective tax rate for the three months ended March 27, 2021 of 20.6%. The effective tax rate for the first quarter of 2022 is lower than the effective tax rate for the comparable 2021 period, primarily due to a one-time deduction that resulted from the dissolution of one of the Company’s affiliates, which resulted in a net benefit of $7.2 million. The effective tax rate for the 2022 period is lower than the applicable U.S. statutory tax rate due to a one-time deduction that resulted from the dissolution of one of the Company’s affiliates, as well as the forecasted impact of income earned in lower tax jurisdictions. The effective tax rate for the comparable 2021 period is approximately the same as the applicable U.S. statutory tax rate. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Apr. 02, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The following table sets forth the computation of basic and diluted earnings per share: Three Months Ended (in thousands, except per share amounts) April 2, 2022 March 27, 2021 Numerator: Net income as reported $ 117,518 $ 57,713 Denominator: Weighted average shares outstanding Basic 24,689 24,532 Effect of dilutive securities 292 360 Diluted 24,981 24,892 Earnings Per Share: Basic earnings per share $ 4.76 $ 2.35 Diluted earnings per share $ 4.70 $ 2.32 Potential shares of common stock relating to stock options and restricted share units excluded from the earnings per share calculation because their effect would be anti-dilutive were 57,928 and 15 for the three months ended April 2, 2022 and March 27, 2021, respectively. Share Repurchase Program On April 28, 2021, the Company announced that the Board of Directors authorized a new three year program to repurchase up to $300.0 million in the aggregate of shares of the Company’s common stock for the period May 1, 2021 to April 30, 2024 to replace its previous 2020 program. The Company did not repurchase any shares of its common stock for the three months ended April 2, 2022, and March 27, 2021. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Apr. 02, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company has equity ownership in various investments that are accounted for under the equity method. The following is a description of the investments and related party transactions. Powersem GmbH: The Company owns 45% of the outstanding equity of Powersem GmbH (“Powersem”), a module manufacturer based in Germany. EB-Tech Co., Ltd.: The Company owns approximately 19% of the outstanding equity of EB Tech Co., Ltd. (“EB Tech”), a company with expertise in radiation technology based in South Korea. Automated Technology (Phil), Inc. : The Company owns approximately 24% of the outstanding common shares of Automated Technology (Phil), Inc. (“ATEC”), a supplier located in the Philippines that provides assembly and test services. One member of the Company's Board of Directors serves on the Board of Directors of ATEC. Three Months Ended April 2, 2022 Three Months Ended March 27, 2021 (in millions) Powersem EB Tech ATEC Powersem EB Tech ATEC Sales to related party $ — $ — $ — $ 0.2 $ — $ — Purchase material/service from related party 0.2 0.1 2.9 1.1 0.1 3.0 April 2, 2022 January 1, 2022 (in millions) Powersem EB Tech ATEC Powersem EB Tech ATEC Accounts payable balance — — 2.0 — — 1.8 |
Segment Information
Segment Information | 3 Months Ended |
Apr. 02, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company and its subsidiaries design, manufacture and sell component, modules and subassemblies to empower the long-term structural themes of sustainability, connectivity and safety. The Company reports its operations by the following segments: Electronics, Transportation, and Industrial. An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses, and about which separate financial information is regularly evaluated by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources. The CODM is the Company’s President and Chief Executive Officer (“CEO”). The CODM allocates resources to and assesses the performance of each operating segment using information about its revenue and operating income (loss) before interest and taxes, but does not evaluate the operating segments using discrete balance sheet information. Sales, marketing, and research and development expenses are charged directly into each operating segment. Purchasing, logistics, customer service, finance, information technology, and human resources are shared functions that are allocated back to the three operating segments. The Company does not report inter-segment revenue because the operating segments do not record it. Certain expenses, determined by the CODM to be strategic in nature and not directly related to segments current results, are not allocated but identified as “Other”. Additionally, the Company does not allocate interest and other income, interest expense, or taxes to operating segments. These costs are not allocated to the segments, as management excludes such costs when assessing the performance of the segments. Although the CODM uses operating income (loss) to evaluate the segments, operating costs included in one segment may benefit other segments. Except as discussed above, the accounting policies for segment reporting are the same as for the Company as a whole. • Electronics Segment : Consists of one of the broadest product offerings in the industry, including fuses and fuse accessories, positive temperature coefficient (“PTC”) resettable fuses, polymer electrostatic discharge (“ESD”) suppressors, varistors, reed switch based magnetic sensing, gas discharge tubes; semiconductor products such as discrete transient voltage suppressor (“TVS”) diodes, TVS diode arrays, protection and switching thyristors, silicon and silicon carbide metal-oxide-semiconductor field effect transistors (“MOSFETs”) and diodes; and insulated gate bipolar transistors (“IGBT”) technologies. The segment covers a broad range of end markets, including industrial motor drives and power conversion, automotive electronics, electric vehicle and related infrastructure, power supplies, data centers and telecommunications, medical devices, alternative energy and energy storage, building and home automation, appliances, and mobile electronics. • Transportation Segment: Consists of a wide range of circuit protection, power control and sensing technologies for global original equipment manufacturers (“OEMs”), Tier-one suppliers and parts and aftermarket distributors in passenger vehicle, heavy-duty truck, off-road vehicle, material handling, agricultural, construction and other commercial vehicle end markets. Passenger vehicle products are used in internal combustion engine, hybrid and electric vehicles including blade fuses, battery cable protectors, resettable fuses, high-current fuses, high-voltage fuses, and sensor products designed to monitor the occupant’s safety and environment as well as the vehicle’s powertrain. Commercial vehicle products include fuses, switches, circuit breakers, relays, and power distribution modules and units used in applications serving a number of end markets, including heavy-duty truck, construction, agriculture, material handling and marine. • Industrial Segment: Consists of industrial circuit protection (industrial fuses), industrial controls (protection relays, contactors, and transformers) and temperature sensors for use in various applications such as renewable energy and energy storage systems, electric vehicle infrastructure, HVAC systems, industrial safety, non-residential construction, MRO, mining and industrial automation. Segment information is summarized as follows: Three Months Ended (in thousands) April 2, 2022 March 27, 2021 Net sales Electronics $ 365,821 $ 286,535 Transportation 184,504 128,529 Industrial 73,005 48,730 Total net sales $ 623,330 $ 463,794 Depreciation and amortization Electronics $ 15,393 $ 15,381 Transportation 10,744 7,073 Industrial 2,161 1,744 Total depreciation and amortization $ 28,298 $ 24,198 Operating income Electronics $ 120,577 $ 55,523 Transportation 26,308 20,316 Industrial 12,505 3,506 Other (a) (8,800) (2,864) Total operating income 150,590 76,481 Interest expense 4,302 4,673 Foreign exchange loss 7,736 6,837 Other expense (income), net 4,427 (7,737) Income before income taxes $ 134,125 $ 72,708 (a) Included in “Other” Operating income for the first quarter of 2022 was $4.8 million of purchase accounting inventory step-up charges, $3.8 million of legal and professional fees and other integration expenses related to completed and contemplated acquisitions, and $0.2 million of restructuring, impairment and other charges, primarily related to employee termination costs. See Note 7, Restructuring, Impairment, and Other Charges, for further discussion. Inc luded in “Other” Operating income for the 2021 first quarter was $3.5 million of purchase accounting inventory step-up charges, $0.8 million of legal and professional fees and other integration expenses related to Hartland and other contemplated acquisitions, and $0.4 million of restructuring, impairment and other charges, primarily related to employee termination costs. See Note 7, Restructuring, Impairment, and Other Charges, for further discussion. In addition, there was a gain of $1.9 million from the sale of a building within the Electronics segment. The Company’s net sales by country were as follows: Three Months Ended (in thousands) April 2, 2022 March 27, 2021 Net sales United States $ 220,238 $ 130,931 China 164,782 139,158 Other countries (a) 238,310 193,705 Total net sales $ 623,330 $ 463,794 The Company’s long-lived assets by country were as follows: (in thousands) April 2, 2022 January 1, 2022 Long-lived assets United States $ 65,163 $ 57,923 China 117,403 122,867 Mexico 107,120 107,283 Germany 38,044 39,055 Philippines 78,918 74,918 Other countries (a) 35,374 35,843 Total long-lived assets $ 442,022 $ 437,889 The Company’s additions to long-lived assets by country were as follows: Three Months Ended (in thousands) April 2, 2022 March 27, 2021 Additions to long-lived assets United States $ 3,174 $ 683 China 6,949 2,142 Mexico 7,918 6,121 Germany 918 593 Philippines 6,970 2,443 Other countries (a) 1,561 754 Total additions to long-lived assets $ 27,490 $ 12,736 (a) Each country included in other countries is less than 10% of net sales. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Apr. 02, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent eventsOn April 8, 2022, the Company announced that it had entered into a definitive agreement to acquire C&K Switches (“C&K”) for $540 million in cash, subject to a working capital adjustment. Founded in 1928, C&K Switches is a leading designer and manufacturer of high-performance electromechanical switches and interconnect solutions with a strong global presence across a broad range of end markets, including industrial, transportation, aerospace, and datacom. At the time the Company and C&K entered into the definitive agreement, C&K had annualized sales of over $200 million. The business is headquartered in Waltham, Massachusetts, with facilities located around the world and will be reported as part of the Electronics-Passive Products and Sensors business within the Company's Electronics segment. The transaction is subject to customary closing conditions and regulatory approvals, and is expected to close during the second quarter of 2022. The Company expects to finance the transaction through a combination of cash on hand and debt.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 headquartered in Coventry, United Kingdom, and will be included in the Commercial Vehicle business within the Company's Transportation segment. The acquisition was funded with the Company’s cash on hand. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Other Information (Policies) | 3 Months Ended |
Apr. 02, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 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 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. |
Recently Adopted and Issued Accounting Standards | 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. Recently Issued Accounting Standards 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 Company does not expect a material impact from the adoption of this guidance on the Company's Condensed Consolidated Financial Statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Other Information (Tables) | 3 Months Ended |
Apr. 02, 2022 | |
Accounting Policies [Abstract] | |
Schedule of revenue disaggregation | The following tables disaggregate the Company’s revenue by primary business units for the three months ended April 2, 2022 and March 27, 2021: Three Months Ended April 2, 2022 (in thousands) Electronics Transportation Industrial Electronics – Passive Products and Sensors $ 169,943 $ — $ — $ 169,943 Electronics – Semiconductor 195,878 — — 195,878 Passenger Car Products — 64,494 — 64,494 Automotive Sensors — 26,137 — 26,137 Commercial Vehicle Products — 93,873 — 93,873 Industrial Products — — 73,005 73,005 Total $ 365,821 $ 184,504 $ 73,005 $ 623,330 Three Months Ended March 27, 2021 (in thousands) Electronics Transportation Industrial Total Electronics – Passive Products and Sensors $ 132,437 $ — $ — $ 132,437 Electronics – Semiconductor 154,098 — — 154,098 Passenger Car Products — 67,901 — 67,901 Automotive Sensors — 28,284 — 28,284 Commercial Vehicle Products — 32,344 — 32,344 Industrial Products 48,730 48,730 Total $ 286,535 $ 128,529 $ 48,730 $ 463,794 |
Schedule of cash and cash equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash at April 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) April 2, January 1, Cash and cash equivalents $ 461,617 $ 478,473 Restricted cash included in prepaid expenses and other current assets 1,745 2,718 Restricted cash included in other long-term assets 1,609 $ 1,645 Total cash, cash equivalents and restricted cash $ 464,971 $ 482,836 |
Schedule of restricted cash and cash equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash at April 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) April 2, January 1, Cash and cash equivalents $ 461,617 $ 478,473 Restricted cash included in prepaid expenses and other current assets 1,745 2,718 Restricted cash included in other long-term assets 1,609 $ 1,645 Total cash, cash equivalents and restricted cash $ 464,971 $ 482,836 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Apr. 02, 2022 | |
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 Carling acquisition: (in thousands) Purchase Price Total purchase consideration: Cash, net of cash acquired $ 313,583 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 58,315 Intangible assets 125,890 Goodwill 97,553 Other non-current assets 4,007 Current liabilities (22,288) Other non-current liabilities (36,134) $ 313,583 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 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 |
Summary of business acquisition, pro forma information | For the Three Months Ended (in thousands, except per share amounts) April 2, 2022 March 27, 2021 Net sales $ 623,330 $ 517,399 Income before income taxes 138,894 78,595 Net income 121,238 62,573 Net income per share — basic 4.91 2.57 Net income per share — diluted 4.85 2.55 |
Summary of business acquisition, pro forma information, nonrecurring adjustments | Pro forma results presented above primarily reflect the following adjustments: For the Three Months Ended (in thousands) April 2, 2022 March 27, 2021 Amortization (a) $ — $ (2,601) Depreciation — (43) Transaction costs (b) — 707 Amortization of inventory step-up (c) 4,769 3,490 Income tax expense of above items (1,049) (309) (a) The amortization adjustment for the three months ended March 27, 2021 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 months ended March 27, 2021. (c) The amortization of inventory step-up adjustment reflects the reversal of the amount recognized during three months ended April 2, 2022 and the recognition of the amortization during 2020. The inventory step-up was amortized over four months as the inventory was sold. |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Apr. 02, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | The components of inventories at April 2, 2022 and January 1, 2022 are as follows: (in thousands) April 2, 2022 January 1, 2022 Raw materials $ 197,628 $ 168,409 Work in process 122,324 117,506 Finished goods 187,477 195,656 Inventory reserves (36,877) (35,900) Total $ 470,552 $ 445,671 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 3 Months Ended |
Apr. 02, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of components of net property, plant, and equipment | The components of net property, plant, and equipment at April 2, 2022 and January 1, 2022 are as follows: (in thousands) April 2, 2022 January 1, 2022 Land and land improvements $ 23,153 $ 23,470 Building and building improvements 177,453 151,297 Machinery and equipment 770,642 779,559 Accumulated depreciation (529,226) (516,437) Total $ 442,022 $ 437,889 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Apr. 02, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | Changes in the carrying value of goodwill by segment for the three months ended April 2, 2022 are as follows: (in thousands) Electronics Transportation Industrial Total Net book value of goodwill as of January 1, 2022 Gross goodwill as of January 1, 2022 $ 660,245 $ 228,555 $ 86,232 $ 975,032 Accumulated impairment losses as of January 1, 2022 — (36,177) (9,065) (45,242) Total 660,245 192,378 77,167 929,790 Changes during 2022: Additions (a) — 5,187 — 5,187 Currency translation (6,746) (1,610) 111 (8,245) Net book value of goodwill as of April 2, 2022 Gross goodwill as of April 2, 2022 653,499 231,733 86,517 971,749 Accumulated impairment losses as of April 2, 2022 — (35,778) $ (9,239) (45,017) Total $ 653,499 $ 195,955 $ 77,278 $ 926,732 |
Schedule of finite-lived intangible assets | The components of other intangible assets as of April 2, 2022 and January 1, 2022 are as follows: As of April 2, 2022 (in thousands) Gross Accumulated Amortization Net Book Value Land use rights $ 19,562 $ 2,019 $ 17,543 Patents, licenses and software 163,214 103,649 59,565 Distribution network 43,239 40,991 2,248 Customer relationships, trademarks, and tradenames 483,872 171,373 312,499 Total $ 709,887 $ 318,032 $ 391,855 As of January 1, 2022 (in thousands) Gross Accumulated Amortization Net Book Value Land use rights $ 19,542 $ 1,906 $ 17,636 Patents, licenses and software 164,556 101,307 63,249 Distribution network 43,361 40,591 2,770 Customer relationships, trademarks, and tradenames 487,710 164,239 323,471 Total $ 715,169 $ 308,043 $ 407,126 |
Schedule of finite-lived intangible assets, future amortization expense | Estimated annual amortization expense related to intangible assets with definite lives as of April 2, 2022 is as follows: (in thousands) Amount 2022 $ 49,911 2023 45,302 2024 41,899 2025 41,426 2026 32,955 2027 and thereafter 193,086 Total $ 404,579 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Apr. 02, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of components of accrued liabilities | The components of accrued liabilities as of April 2, 2022 and January 1, 2022 are as follows: (in thousands) April 2, 2022 January 1, 2022 Employee-related liabilities $ 55,410 $ 92,018 Operating lease liability 9,748 9,018 Other non-income taxes 6,252 4,280 Professional services 5,840 4,299 Restructuring liability 2,882 2,944 Interest 2,594 4,402 Deferred revenue 1,216 1,105 Other 43,069 41,623 Total $ 127,011 $ 159,689 |
Restructuring, Impairment and_2
Restructuring, Impairment and Other Charges (Tables) | 3 Months Ended |
Apr. 02, 2022 | |
Restructuring and Related Activities [Abstract] | |
Schedule of restructuring, impairment and other charges | The Company recorded restructuring, impairment and other charges for the three months ended April 2, 2022 and March 27, 2021 as follows: Three months ended April 2, 2022 (in thousands) Electronics Transportation Industrial Total Employee terminations $ 205 $ — $ — $ 205 Other restructuring charges — 13 — 13 Total restructuring charges 205 13 — 218 Total $ 205 $ 13 $ — $ 218 Three months ended March 27, 2021 (in thousands) Electronics Transportation Industrial Total Employee terminations $ 257 $ — $ 163 $ 420 Other restructuring charges — 17 — 17 Total restructuring charges 257 17 163 437 Total $ 257 $ 17 $ 163 $ 437 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Apr. 02, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt instruments | The carrying amounts of debt at April 2, 2022 and January 1, 2022 are as follows: (in thousands) April 2, January 1, Revolving Credit Facility $ 100,000 $ 100,000 Euro Senior Notes, Series A due 2023 129,478 132,444 Euro Senior Notes, Series B due 2028 105,132 107,540 U.S. Senior Notes, Series A due 2022 — 25,000 U.S. Senior Notes, Series B due 2027 100,000 100,000 U.S. Senior Notes, Series A due 2025 50,000 50,000 U.S. Senior Notes, Series B due 2030 125,000 125,000 Other — — Unamortized debt issuance costs (2,869) (3,087) Total debt 606,741 636,897 Less: Current maturities — (25,000) Total long-term debt $ 606,741 $ 611,897 |
Fair Value of Assets and Liab_2
Fair Value of Assets and Liabilities (Tables) | 3 Months Ended |
Apr. 02, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value, assets measured on recurring basis | The following table presents assets measured at fair value by classification within the fair value hierarchy as of April 2, 2022: Fair Value Measurements Using (in thousands) Quoted Prices in Significant Significant Total Cash equivalents $ 12,476 $ — $ — $ 12,476 Investments in equity securities 20,864 — — 20,864 Mutual funds 15,546 — — 15,546 Total $ 48,886 $ — $ — $ 48,886 The following table presents assets measured at fair value by classification within the fair value hierarchy as of January 1, 2022: Fair Value Measurements Using (in thousands) Quoted Prices in Significant Significant Total Cash equivalents $ 12,475 $ — $ — $ 12,475 Investments in equity securities 26,070 — — 26,070 Mutual funds 15,021 — — 15,021 Total $ 53,566 $ — $ — $ 53,566 |
Schedule of fair value, by balance sheet grouping | The carrying value and estimated fair values of the Company’s Euro Senior Notes, Series A and Series B and USD Senior Notes, Series A and Series B, as of April 2, 2022 and January 1, 2022 were as follows: April 2, 2022 January 1, 2022 (in thousands) Carrying Estimated Carrying Estimated Euro Senior Notes, Series A due 2023 $ 129,478 $ 129,149 $ 132,444 $ 134,119 Euro Senior Notes, Series B due 2028 105,132 101,072 107,540 110,837 USD Senior Notes, Series A due 2022 — — 25,000 25,055 USD Senior Notes, Series B due 2027 100,000 98,501 100,000 104,828 USD Senior Notes, Series A due 2025 50,000 49,284 50,000 51,720 USD Senior Notes, Series B due 2030 125,000 122,010 125,000 131,837 |
Benefit Plans (Tables)
Benefit Plans (Tables) | 3 Months Ended |
Apr. 02, 2022 | |
Retirement Benefits [Abstract] | |
Schedule of net benefit costs | The components of net periodic benefit cost for the three months ended April 2, 2022 and March 27, 2021 were as follows: For the Three Months Ended (in thousands) April 2, 2022 March 27, 2021 Components of net periodic benefit cost: Service cost $ 768 $ 702 Interest cost 644 440 Expected return on plan assets (403) (367) Amortization of prior service and net actuarial loss 101 331 Net periodic benefit cost $ 1,110 $ 1,106 |
Other Comprehensive (Loss) In_2
Other Comprehensive (Loss) Income (Tables) | 3 Months Ended |
Apr. 02, 2022 | |
Equity [Abstract] | |
Schedule of components of comprehensive income (loss) | Changes in other comprehensive income (loss) by component were as follows: (in thousands) Three Months Ended Three Months Ended Pre-tax Tax Net of Tax Pre-tax Tax Net of Tax Defined benefit pension plan and other adjustments $ 323 $ 13 $ 310 $ 506 $ 52 $ 454 Foreign currency translation adjustments (1) (3,215) (702) (2,513) (5,325) — (5,325) Total change in other comprehensive (loss) income $ (2,892) $ (689) $ (2,203) $ (4,819) $ 52 $ (4,871) (1) The tax shown above within the foreign currency translation adjustments is the U.S. tax associated with the foreign currency translation adjustments of earnings of non-U.S. subsidiaries which have been previously taxed in the U.S. and are not permanently reinvested. |
Schedule of accumulated other comprehensive income (loss) | The following tables set forth the changes in accumulated other comprehensive (loss) by component for the three months ended April 2, 2022 and March 27, 2021: (in thousands) Defined benefit pension plan and other adjustments Foreign currency Accumulated other Balance at January 1, 2022 $ (11,928) $ (61,535) $ (73,463) Activity in the period 310 (2,513) (2,203) Balance at April 2, 2022 $ (11,618) $ (64,048) $ (75,666) (in thousands) Defined benefit pension plan and other adjustments Foreign currency translation adjustment Accumulated other comprehensive (loss) Balance at December 26, 2020 $ (34,141) $ (57,016) $ (91,157) Activity in the period 454 (5,325) (4,871) Balance at March 27, 2021 $ (33,687) $ (62,341) $ (96,028) |
Summary of reclassification out of accumulated other comprehensive income | Amounts reclassified from accumulated other comprehensive (loss) to earnings for the three months ended April 2, 2022 and March 27, 2021 were as follows: Three Months Ended (in thousands) April 2, 2022 March 27, 2021 Pension and Postemployment plans: Amortization of prior service and net actuarial loss $ 197 $ 504 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Apr. 02, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share, basic and diluted | The following table sets forth the computation of basic and diluted earnings per share: Three Months Ended (in thousands, except per share amounts) April 2, 2022 March 27, 2021 Numerator: Net income as reported $ 117,518 $ 57,713 Denominator: Weighted average shares outstanding Basic 24,689 24,532 Effect of dilutive securities 292 360 Diluted 24,981 24,892 Earnings Per Share: Basic earnings per share $ 4.76 $ 2.35 Diluted earnings per share $ 4.70 $ 2.32 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 3 Months Ended |
Apr. 02, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | Three Months Ended April 2, 2022 Three Months Ended March 27, 2021 (in millions) Powersem EB Tech ATEC Powersem EB Tech ATEC Sales to related party $ — $ — $ — $ 0.2 $ — $ — Purchase material/service from related party 0.2 0.1 2.9 1.1 0.1 3.0 April 2, 2022 January 1, 2022 (in millions) Powersem EB Tech ATEC Powersem EB Tech ATEC Accounts payable balance — — 2.0 — — 1.8 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Apr. 02, 2022 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information, by segment | Segment information is summarized as follows: Three Months Ended (in thousands) April 2, 2022 March 27, 2021 Net sales Electronics $ 365,821 $ 286,535 Transportation 184,504 128,529 Industrial 73,005 48,730 Total net sales $ 623,330 $ 463,794 Depreciation and amortization Electronics $ 15,393 $ 15,381 Transportation 10,744 7,073 Industrial 2,161 1,744 Total depreciation and amortization $ 28,298 $ 24,198 Operating income Electronics $ 120,577 $ 55,523 Transportation 26,308 20,316 Industrial 12,505 3,506 Other (a) (8,800) (2,864) Total operating income 150,590 76,481 Interest expense 4,302 4,673 Foreign exchange loss 7,736 6,837 Other expense (income), net 4,427 (7,737) Income before income taxes $ 134,125 $ 72,708 (a) Included in “Other” Operating income for the first quarter of 2022 was $4.8 million of purchase accounting inventory step-up charges, $3.8 million of legal and professional fees and other integration expenses related to completed and contemplated acquisitions, and $0.2 million of restructuring, impairment and other charges, primarily related to employee termination costs. See Note 7, Restructuring, Impairment, and Other Charges, for further discussion. |
Schedule of disclosure on geographic areas, long-lived assets in individual foreign countries by country | The Company’s net sales by country were as follows: Three Months Ended (in thousands) April 2, 2022 March 27, 2021 Net sales United States $ 220,238 $ 130,931 China 164,782 139,158 Other countries (a) 238,310 193,705 Total net sales $ 623,330 $ 463,794 The Company’s long-lived assets by country were as follows: (in thousands) April 2, 2022 January 1, 2022 Long-lived assets United States $ 65,163 $ 57,923 China 117,403 122,867 Mexico 107,120 107,283 Germany 38,044 39,055 Philippines 78,918 74,918 Other countries (a) 35,374 35,843 Total long-lived assets $ 442,022 $ 437,889 The Company’s additions to long-lived assets by country were as follows: Three Months Ended (in thousands) April 2, 2022 March 27, 2021 Additions to long-lived assets United States $ 3,174 $ 683 China 6,949 2,142 Mexico 7,918 6,121 Germany 918 593 Philippines 6,970 2,443 Other countries (a) 1,561 754 Total additions to long-lived assets $ 27,490 $ 12,736 (a) Each country included in other countries is less than 10% of net sales. |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies and Other Information (Details) customer in Thousands, associate in Thousands | 3 Months Ended |
Apr. 02, 2022countryassociatecustomer | |
Accounting Policies [Abstract] | |
Countries where product is used (country) | country | 15 |
Global associates (associate) | associate | 17 |
Number of customers (over) | customer | 100 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies and Other Information - Revenue Disaggregation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2022 | Mar. 27, 2021 | |
Disaggregation of Revenue | ||
Net sales | $ 623,330 | $ 463,794 |
Electronics – Passive Products and Sensors | ||
Disaggregation of Revenue | ||
Net sales | 169,943 | 132,437 |
Electronics – Semiconductor | ||
Disaggregation of Revenue | ||
Net sales | 195,878 | 154,098 |
Passenger Car Products | ||
Disaggregation of Revenue | ||
Net sales | 64,494 | 67,901 |
Automotive Sensors | ||
Disaggregation of Revenue | ||
Net sales | 26,137 | 28,284 |
Commercial Vehicle Products | ||
Disaggregation of Revenue | ||
Net sales | 93,873 | 32,344 |
Industrial Products | ||
Disaggregation of Revenue | ||
Net sales | 73,005 | 48,730 |
Electronics Segment | ||
Disaggregation of Revenue | ||
Net sales | 365,821 | 286,535 |
Electronics Segment | Electronics – Passive Products and Sensors | ||
Disaggregation of Revenue | ||
Net sales | 169,943 | 132,437 |
Electronics Segment | Electronics – Semiconductor | ||
Disaggregation of Revenue | ||
Net sales | 195,878 | 154,098 |
Electronics Segment | Passenger Car Products | ||
Disaggregation of Revenue | ||
Net sales | 0 | 0 |
Electronics Segment | Automotive Sensors | ||
Disaggregation of Revenue | ||
Net sales | 0 | 0 |
Electronics Segment | Commercial Vehicle Products | ||
Disaggregation of Revenue | ||
Net sales | 0 | 0 |
Electronics Segment | Industrial Products | ||
Disaggregation of Revenue | ||
Net sales | 0 | |
Transportation Segment | ||
Disaggregation of Revenue | ||
Net sales | 184,504 | 128,529 |
Transportation Segment | Electronics – Passive Products and Sensors | ||
Disaggregation of Revenue | ||
Net sales | 0 | 0 |
Transportation Segment | Electronics – Semiconductor | ||
Disaggregation of Revenue | ||
Net sales | 0 | 0 |
Transportation Segment | Passenger Car Products | ||
Disaggregation of Revenue | ||
Net sales | 64,494 | 67,901 |
Transportation Segment | Automotive Sensors | ||
Disaggregation of Revenue | ||
Net sales | 26,137 | 28,284 |
Transportation Segment | Commercial Vehicle Products | ||
Disaggregation of Revenue | ||
Net sales | 93,873 | 32,344 |
Transportation Segment | Industrial Products | ||
Disaggregation of Revenue | ||
Net sales | 0 | |
Industrial Segment | ||
Disaggregation of Revenue | ||
Net sales | 73,005 | 48,730 |
Industrial Segment | Electronics – Passive Products and Sensors | ||
Disaggregation of Revenue | ||
Net sales | 0 | 0 |
Industrial Segment | Electronics – Semiconductor | ||
Disaggregation of Revenue | ||
Net sales | 0 | 0 |
Industrial Segment | Passenger Car Products | ||
Disaggregation of Revenue | ||
Net sales | 0 | 0 |
Industrial Segment | Automotive Sensors | ||
Disaggregation of Revenue | ||
Net sales | 0 | 0 |
Industrial Segment | Commercial Vehicle Products | ||
Disaggregation of Revenue | ||
Net sales | 0 | 0 |
Industrial Segment | Industrial Products | ||
Disaggregation of Revenue | ||
Net sales | $ 73,005 | $ 48,730 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies and Other Information - Cash and cash equivalents (Details) - USD ($) $ in Thousands | Apr. 02, 2022 | Jan. 01, 2022 | Mar. 27, 2021 | Dec. 26, 2020 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 461,617 | $ 478,473 | $ 572,771 | |
Restricted cash included in prepaid expenses and other current assets | 1,745 | 2,718 | 3,462 | |
Restricted cash included in other long-term assets | 1,609 | 1,645 | 1,064 | |
Total cash, cash equivalents and restricted cash | $ 464,971 | $ 482,836 | $ 577,297 | $ 687,525 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | Nov. 30, 2021 | Jan. 28, 2021 | Apr. 02, 2022 | Mar. 27, 2021 | Jun. 29, 2022 |
Business Acquisition | |||||
Cash, net of cash acquired, and restricted cash | $ 0 | $ 109,852 | |||
Inventory re-measurement adjustment | 6,400 | ||||
Other noncash charges | 4,800 | ||||
Restricted cash | 1,700 | ||||
Carling Technologies, Inc. | |||||
Business Acquisition | |||||
Annualized sales | $ 170,000 | ||||
Hartland Controls | |||||
Business Acquisition | |||||
Annualized sales | $ 70,000 | ||||
Carling Technologies, Inc. | |||||
Business Acquisition | |||||
Cash | 315,500 | ||||
Cash, net of cash acquired, and restricted cash | $ 313,583 | ||||
Reduction in fair value of fixed assets | 6,000 | ||||
Decrease in net accounts receivable | (600) | ||||
Increase in accrued liabilities | 500 | ||||
Reduction in deferred tax liability | 1,600 | ||||
Goodwill increase | $ 5,200 | ||||
Carling Technologies, Inc. | Forecast | |||||
Business Acquisition | |||||
Working capital adjustment | $ 500 | ||||
Hartland Controls | |||||
Business Acquisition | |||||
Cash, net of cash acquired, and restricted cash | 108,516 | ||||
Cash acquired from acquisition | $ 111,000 | ||||
Amortization inventory | 3,500 | ||||
Acquisition related costs | $ 700 |
Acquisitions - Preliminary Pric
Acquisitions - Preliminary Price Allocation (Details) - USD ($) $ in Thousands | Nov. 30, 2021 | Jan. 28, 2021 | Apr. 02, 2022 | Mar. 27, 2021 | Jan. 01, 2022 |
Total purchase consideration: | |||||
Cash, net of cash acquired, and restricted cash | $ 0 | $ 109,852 | |||
Allocation of consideration to assets acquired and liabilities assumed: | |||||
Goodwill | $ 926,732 | $ 929,790 | |||
Carling Technologies, Inc. | |||||
Total purchase consideration: | |||||
Cash, net of cash acquired, and restricted cash | $ 313,583 | ||||
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 | 58,315 | ||||
Intangible assets | 125,890 | ||||
Goodwill | 97,553 | ||||
Other non-current assets | 4,007 | ||||
Current liabilities | (22,288) | ||||
Other non-current liabilities | (36,134) | ||||
Assets acquired and liabilities assumed | $ 313,583 | ||||
Hartland Controls | |||||
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) | ||||
Assets acquired and liabilities assumed | $ 108,516 |
Acquisitions - Business Acquisi
Acquisitions - Business Acquisition Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Apr. 02, 2022 | Mar. 27, 2021 | |
Business Combination and Asset Acquisition [Abstract] | ||
Net sales | $ 623,330 | $ 517,399 |
Income before income taxes | 138,894 | 78,595 |
Net income | $ 121,238 | $ 62,573 |
Net income per share — basic (in dollars per share) | $ 4.91 | $ 2.57 |
Net income per share — diluted (in dollars per share) | $ 4.85 | $ 2.55 |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information Adjustments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2022 | Mar. 27, 2021 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment | ||
Net income | $ 121,238 | $ 62,573 |
Inventory amortization period (in years) | 4 months | |
Amortization | ||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment | ||
Net income | $ 0 | (2,601) |
Depreciation | ||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment | ||
Net income | 0 | (43) |
Transaction costs | ||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment | ||
Net income | 0 | 707 |
Amortization of inventory step-up | ||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment | ||
Net income | 4,769 | 3,490 |
Income tax expense of above items | ||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment | ||
Net income | $ (1,049) | $ (309) |
Inventories - Components of Inv
Inventories - Components of Inventories (Details) - USD ($) $ in Thousands | Apr. 02, 2022 | Jan. 01, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 197,628 | $ 168,409 |
Work in process | 122,324 | 117,506 |
Finished goods | 187,477 | 195,656 |
Inventory reserves | (36,877) | (35,900) |
Total | $ 470,552 | $ 445,671 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment (Details) - USD ($) $ in Thousands | Apr. 02, 2022 | Jan. 01, 2022 |
Property, Plant and Equipment | ||
Accumulated depreciation | $ (529,226) | $ (516,437) |
Total | 442,022 | 437,889 |
Land and land improvements | ||
Property, Plant and Equipment | ||
Property, plant, and equipment, gross | 23,153 | 23,470 |
Building and building improvements | ||
Property, Plant and Equipment | ||
Property, plant, and equipment, gross | 177,453 | 151,297 |
Machinery and equipment | ||
Property, Plant and Equipment | ||
Property, plant, and equipment, gross | $ 770,642 | $ 779,559 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment - Depreciation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2022 | Mar. 27, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 15,574 | $ 13,677 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Amounts for Goodwill and Changes in Carrying Value by Operating Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2022 | Jan. 01, 2022 | |
Goodwill | ||
Gross goodwill | $ 971,749 | $ 975,032 |
Accumulated impairment losses | (45,017) | (45,242) |
Net goodwill | 926,732 | 929,790 |
Additions | 5,187 | |
Currency translation | (8,245) | |
Electronics | ||
Goodwill | ||
Gross goodwill | 653,499 | 660,245 |
Accumulated impairment losses | 0 | 0 |
Net goodwill | 653,499 | 660,245 |
Additions | 0 | |
Currency translation | (6,746) | |
Transportation | ||
Goodwill | ||
Gross goodwill | 231,733 | 228,555 |
Accumulated impairment losses | (35,778) | (36,177) |
Net goodwill | 195,955 | 192,378 |
Additions | 5,187 | |
Currency translation | (1,610) | |
Industrial | ||
Goodwill | ||
Gross goodwill | 86,517 | 86,232 |
Accumulated impairment losses | (9,239) | (9,065) |
Net goodwill | 77,278 | $ 77,167 |
Additions | 0 | |
Currency translation | $ 111 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2022 | Mar. 27, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangibles | $ 12,724 | $ 10,521 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Details of Other Intangible Assets and Related Future Amortization Expense (Details) - USD ($) $ in Thousands | Apr. 02, 2022 | Jan. 01, 2022 |
Finite-Lived Intangible Assets | ||
Gross Carrying Value | $ 709,887 | $ 715,169 |
Accumulated Amortization | 318,032 | 308,043 |
Net Book Value | 391,855 | 407,126 |
Land use rights | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Value | 19,562 | 19,542 |
Accumulated Amortization | 2,019 | 1,906 |
Net Book Value | 17,543 | 17,636 |
Patents, licenses and software | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Value | 163,214 | 164,556 |
Accumulated Amortization | 103,649 | 101,307 |
Net Book Value | 59,565 | 63,249 |
Distribution network | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Value | 43,239 | 43,361 |
Accumulated Amortization | 40,991 | 40,591 |
Net Book Value | 2,248 | 2,770 |
Customer relationships, trademarks, and tradenames | ||
Finite-Lived Intangible Assets | ||
Gross Carrying Value | 483,872 | 487,710 |
Accumulated Amortization | 171,373 | 164,239 |
Net Book Value | $ 312,499 | $ 323,471 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Estimated Amortization Expense Related to Intangible Assets with Definite Lives (Details) $ in Thousands | Apr. 02, 2022USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity | |
2022 | $ 49,911 |
2023 | 45,302 |
2024 | 41,899 |
2025 | 41,426 |
2026 | 32,955 |
2027 and thereafter | 193,086 |
Total | $ 404,579 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | Apr. 02, 2022 | Jan. 01, 2022 |
Payables and Accruals [Abstract] | ||
Employee-related liabilities | $ 55,410 | $ 92,018 |
Operating lease liability | 9,748 | 9,018 |
Other non-income taxes | 6,252 | 4,280 |
Professional services | 5,840 | 4,299 |
Restructuring liability | 2,882 | 2,944 |
Interest | 2,594 | 4,402 |
Deferred revenue | 1,216 | 1,105 |
Other | 43,069 | 41,623 |
Total | $ 127,011 | $ 159,689 |
Restructuring, Impairment and_3
Restructuring, Impairment and Other Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Apr. 02, 2022 | Mar. 27, 2021 | Jan. 01, 2022 | |
Restructuring Cost and Reserve | |||
Total restructuring charges | $ 218 | $ 437 | |
Total | 218 | 437 | |
Restructuring reserves | 2,900 | $ 2,900 | |
Employee terminations | |||
Restructuring Cost and Reserve | |||
Total restructuring charges | 205 | 420 | |
Other restructuring charges | |||
Restructuring Cost and Reserve | |||
Total restructuring charges | 13 | 17 | |
Electronics | |||
Restructuring Cost and Reserve | |||
Total restructuring charges | 205 | 257 | |
Total | 205 | 257 | |
Electronics | Employee terminations | |||
Restructuring Cost and Reserve | |||
Total restructuring charges | 205 | 257 | |
Electronics | Other restructuring charges | |||
Restructuring Cost and Reserve | |||
Total restructuring charges | 0 | 0 | |
Transportation | |||
Restructuring Cost and Reserve | |||
Total restructuring charges | 13 | 17 | |
Total | 13 | 17 | |
Transportation | Employee terminations | |||
Restructuring Cost and Reserve | |||
Total restructuring charges | 0 | 0 | |
Transportation | Other restructuring charges | |||
Restructuring Cost and Reserve | |||
Total restructuring charges | 13 | 17 | |
Industrial | |||
Restructuring Cost and Reserve | |||
Total restructuring charges | 0 | 163 | |
Total | 0 | 163 | |
Industrial | Employee terminations | |||
Restructuring Cost and Reserve | |||
Total restructuring charges | 0 | 163 | |
Industrial | Other restructuring charges | |||
Restructuring Cost and Reserve | |||
Total restructuring charges | $ 0 | $ 0 |
Debt - Carrying Amounts of Long
Debt - Carrying Amounts of Long-term Debt (Details) - USD ($) $ in Thousands | Apr. 02, 2022 | Jan. 01, 2022 |
Debt Instrument | ||
Unamortized debt issuance costs | $ (2,869) | $ (3,087) |
Total debt | 606,741 | 636,897 |
Less: Current maturities | 0 | (25,000) |
Total long-term debt | 606,741 | 611,897 |
Revolving Credit Facility | ||
Debt Instrument | ||
Long-term debt, gross | 100,000 | 100,000 |
Senior Notes | Euro Senior Notes, Series A due 2023 | ||
Debt Instrument | ||
Long-term debt, gross | 129,478 | 132,444 |
Senior Notes | Euro Senior Notes, Series B due 2028 | ||
Debt Instrument | ||
Long-term debt, gross | 105,132 | 107,540 |
Senior Notes | U.S. Senior Notes, Series A due 2022 | ||
Debt Instrument | ||
Long-term debt, gross | 0 | 25,000 |
Senior Notes | U.S. Senior Notes, Series B due 2027 | ||
Debt Instrument | ||
Long-term debt, gross | 100,000 | 100,000 |
Senior Notes | U.S. Senior Notes, Series A due 2025 | ||
Debt Instrument | ||
Long-term debt, gross | 50,000 | 50,000 |
Senior Notes | U.S. Senior Notes, Series B due 2030 | ||
Debt Instrument | ||
Long-term debt, gross | 125,000 | 125,000 |
Other | ||
Debt Instrument | ||
Long-term debt, gross | $ 0 | $ 0 |
Debt - Narrative (Details)
Debt - Narrative (Details) | Apr. 03, 2020USD ($) | Apr. 02, 2022USD ($) | Mar. 27, 2021USD ($) | Jan. 01, 2022USD ($) | Apr. 02, 2020USD ($) | Jan. 16, 2018USD ($) | Nov. 15, 2017USD ($)series | Feb. 15, 2017USD ($) | Dec. 08, 2016USD ($)series | Dec. 08, 2016EUR (€)series |
Debt Instrument | ||||||||||
Cash paid interest during the period | $ 6,018,000 | $ 6,235,000 | ||||||||
Credit Agreement | ||||||||||
Debt Instrument | ||||||||||
Effective interest rate (percent) | 1.71% | |||||||||
Letter of credit outstanding (less than) | $ 0 | |||||||||
Credit Agreement | Minimum | ||||||||||
Debt Instrument | ||||||||||
Commitment fee (percent) | 0.125% | |||||||||
Credit Agreement | Maximum | ||||||||||
Debt Instrument | ||||||||||
Commitment fee (percent) | 0.20% | |||||||||
Credit Agreement | LIBOR | Minimum | ||||||||||
Debt Instrument | ||||||||||
Basis spread on variable rate (percent) | 1.25% | |||||||||
Credit Agreement | LIBOR | Maximum | ||||||||||
Debt Instrument | ||||||||||
Basis spread on variable rate (percent) | 2.00% | |||||||||
Credit Agreement | Base Rate | Minimum | ||||||||||
Debt Instrument | ||||||||||
Basis spread on variable rate (percent) | 0.25% | |||||||||
Credit Agreement | Base Rate | Maximum | ||||||||||
Debt Instrument | ||||||||||
Basis spread on variable rate (percent) | 1.00% | |||||||||
Credit Agreement | Revolving Credit Facility | ||||||||||
Debt Instrument | ||||||||||
Remaining borrowing capacity | $ 600,000,000 | |||||||||
Term Loan | ||||||||||
Debt Instrument | ||||||||||
Elimination of unsecured team loan facility | $ 200,000,000 | |||||||||
Long-term debt, gross | $ 140,000,000 | |||||||||
Senior Notes | Euro Senior Notes, Series A and B | ||||||||||
Debt Instrument | ||||||||||
Face amount of debt | € | € 212,000,000 | |||||||||
Number of series | series | 2 | 2 | ||||||||
Senior Notes | Euro Senior Notes, Series A due 2023 | ||||||||||
Debt Instrument | ||||||||||
Long-term debt, gross | 129,478,000 | $ 132,444,000 | ||||||||
Face amount of debt | € | € 117,000,000 | |||||||||
Stated interest rate (percent) | 1.14% | 1.14% | ||||||||
Senior Notes | Euro Senior Notes, Series B due 2028 | ||||||||||
Debt Instrument | ||||||||||
Long-term debt, gross | 105,132,000 | 107,540,000 | ||||||||
Face amount of debt | € | € 95,000,000 | |||||||||
Stated interest rate (percent) | 1.83% | 1.83% | ||||||||
Senior Notes | U.S. Senior Notes, Series A and B | ||||||||||
Debt Instrument | ||||||||||
Face amount of debt | $ 125,000,000 | |||||||||
Number of series | series | 2 | 2 | ||||||||
Senior Notes | U.S. Senior Notes, Series A | ||||||||||
Debt Instrument | ||||||||||
Face amount of debt | $ 25,000,000 | |||||||||
Stated interest rate (percent) | 3.03% | |||||||||
Repayments of debt | 25,000,000 | |||||||||
Senior Notes | U.S. Senior Notes, Series B | ||||||||||
Debt Instrument | ||||||||||
Face amount of debt | $ 100,000,000 | |||||||||
Stated interest rate (percent) | 3.74% | |||||||||
Senior Notes | US Senior Notes A and B Due 2025 and 2030 | ||||||||||
Debt Instrument | ||||||||||
Face amount of debt | $ 175,000,000 | |||||||||
Number of series | series | 2 | |||||||||
Senior Notes | U.S. Senior Notes, Series A due 2025 | ||||||||||
Debt Instrument | ||||||||||
Long-term debt, gross | 50,000,000 | 50,000,000 | ||||||||
Face amount of debt | $ 50,000,000 | |||||||||
Stated interest rate (percent) | 3.48% | |||||||||
Senior Notes | U.S. Senior Notes, Series B due 2030 | ||||||||||
Debt Instrument | ||||||||||
Long-term debt, gross | $ 125,000,000 | $ 125,000,000 | ||||||||
Face amount of debt | $ 125,000,000 | |||||||||
Stated interest rate (percent) | 3.78% |
Fair Value of Assets and Liab_3
Fair Value of Assets and Liabilities - Assets Measured at Fair Value (Details) - USD ($) $ in Thousands | Apr. 02, 2022 | Jan. 01, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Cash equivalents | $ 12,476 | $ 12,475 |
Investments in equity securities | 20,864 | 26,070 |
Mutual funds | 15,546 | 15,021 |
Total | 48,886 | 53,566 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Cash equivalents | 12,476 | 12,475 |
Investments in equity securities | 20,864 | 26,070 |
Mutual funds | 15,546 | 15,021 |
Total | 48,886 | 53,566 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Cash equivalents | 0 | 0 |
Investments in equity securities | 0 | 0 |
Mutual funds | 0 | 0 |
Total | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Cash equivalents | 0 | 0 |
Investments in equity securities | 0 | 0 |
Mutual funds | 0 | 0 |
Total | $ 0 | $ 0 |
Fair Value of Assets and Liab_4
Fair Value of Assets and Liabilities - Carrying Value and Estimated Fair Value of Senior Notes (Details) - Senior Notes - USD ($) $ in Thousands | Apr. 02, 2022 | Jan. 01, 2022 |
Carrying Value | Euro Senior Notes, Series A due 2023 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Long-term debt fair value | $ 129,478 | $ 132,444 |
Carrying Value | Euro Senior Notes, Series B due 2028 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Long-term debt fair value | 105,132 | 107,540 |
Carrying Value | U.S. Senior Notes, Series A due 2022 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Long-term debt fair value | 0 | 25,000 |
Carrying Value | U.S. Senior Notes, Series B due 2027 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Long-term debt fair value | 100,000 | 100,000 |
Carrying Value | U.S. Senior Notes, Series A due 2025 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Long-term debt fair value | 50,000 | 50,000 |
Carrying Value | U.S. Senior Notes, Series B due 2030 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Long-term debt fair value | 125,000 | 125,000 |
Estimated Fair Value | Euro Senior Notes, Series A due 2023 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Long-term debt fair value | 129,149 | 134,119 |
Estimated Fair Value | Euro Senior Notes, Series B due 2028 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Long-term debt fair value | 101,072 | 110,837 |
Estimated Fair Value | U.S. Senior Notes, Series A due 2022 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Long-term debt fair value | 0 | 25,055 |
Estimated Fair Value | U.S. Senior Notes, Series B due 2027 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Long-term debt fair value | 98,501 | 104,828 |
Estimated Fair Value | U.S. Senior Notes, Series A due 2025 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Long-term debt fair value | 49,284 | 51,720 |
Estimated Fair Value | U.S. Senior Notes, Series B due 2030 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions | ||
Long-term debt fair value | $ 122,010 | $ 131,837 |
Benefit Plans - Benefit Plan Ex
Benefit Plans - Benefit Plan Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2022 | Mar. 27, 2021 | |
Retirement Benefits [Abstract] | ||
Service cost | $ 768 | $ 702 |
Interest cost | 644 | 440 |
Expected return on plan assets | (403) | (367) |
Amortization of prior service and net actuarial loss | 101 | 331 |
Net periodic benefit cost | $ 1,110 | $ 1,106 |
Benefit Plans - Narrative (Deta
Benefit Plans - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2022 | Mar. 27, 2021 | |
Defined Benefit Plan Disclosure | ||
Contributions expected | $ 2,600 | |
Expected direct payments | 1,800 | |
Defined benefit plan expense | 1,110 | $ 1,106 |
Foreign Plan | ||
Defined Benefit Plan Disclosure | ||
Defined benefit plan expense | 500 | 500 |
Other comprehensive income as component of net period benefit cost, before tax | $ 100 | $ 200 |
Other Comprehensive (Loss) In_3
Other Comprehensive (Loss) Income - Schedule of Components of Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2022 | Mar. 27, 2021 | |
Other Comprehensive Income (Loss) | ||
Pre-tax | $ (2,892) | $ (4,819) |
Tax | (689) | 52 |
Total change in other comprehensive (loss) income | (2,203) | (4,871) |
Defined benefit pension plan and other adjustments | ||
Other Comprehensive Income (Loss) | ||
Pre-tax | 323 | 506 |
Tax | 13 | 52 |
Total change in other comprehensive (loss) income | 310 | 454 |
Foreign currency translation adjustment | ||
Other Comprehensive Income (Loss) | ||
Pre-tax | (3,215) | (5,325) |
Tax | (702) | 0 |
Total change in other comprehensive (loss) income | $ (2,513) | $ (5,325) |
Other Comprehensive (Loss) In_4
Other Comprehensive (Loss) Income - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2022 | Mar. 27, 2021 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax | ||
Balance | $ 1,893,520 | $ 1,608,773 |
Other comprehensive loss, net of tax | (2,203) | (4,871) |
Balance | 2,000,652 | 1,660,737 |
Accumulated other comprehensive (loss) | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax | ||
Balance | (73,463) | (91,157) |
Other comprehensive loss, net of tax | (2,203) | (4,871) |
Balance | (75,666) | (96,028) |
Defined benefit pension plan and other adjustments | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax | ||
Balance | (11,928) | (34,141) |
Other comprehensive loss, net of tax | 310 | 454 |
Balance | (11,618) | (33,687) |
Foreign currency translation adjustment | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax | ||
Balance | (61,535) | (57,016) |
Other comprehensive loss, net of tax | (2,513) | (5,325) |
Balance | $ (64,048) | $ (62,341) |
Other Comprehensive (Loss) In_5
Other Comprehensive (Loss) Income - Reclassification out of Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2022 | Mar. 27, 2021 | |
Amortization of prior service and net actuarial loss | Reclassification out of Accumulated Other Comprehensive Income | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income | ||
Amortization of prior service and net actuarial loss | $ 197 | $ 504 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | |
Apr. 02, 2022 | Mar. 27, 2021 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate (percent) | 12.40% | 20.60% |
Net benefit | $ (7.2) |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Apr. 02, 2022 | Mar. 27, 2021 | |
Numerator: | ||
Net income as reported | $ 117,518 | $ 57,713 |
Weighted average shares outstanding | ||
Basic (in shares) | 24,689 | 24,532 |
Effect of dilutive securities (in shares) | 292 | 360 |
Diluted (in shares) | 24,981 | 24,892 |
Earnings Per Share: | ||
Basic earnings per share (in dollars per share) | $ 4.76 | $ 2.35 |
Diluted earnings per share (in dollars per share) | $ 4.70 | $ 2.32 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares | 3 Months Ended | ||
Apr. 02, 2022 | Mar. 27, 2021 | Apr. 28, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||
Antidilutive securities excluded (in shares) | 57,928 | 15 | |
Shares repurchased (in shares) | 0 | 0 | |
2020 Share Repurchase Program | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share | |||
Repurchase authorized (in shares) | 300,000,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - Equity Method Investee - USD ($) $ in Millions | 3 Months Ended | ||
Apr. 02, 2022 | Mar. 27, 2021 | Jan. 01, 2022 | |
Powersem | |||
Related Party Transaction | |||
Ownership percentage (percent) | 45.00% | ||
Sales to related party | $ 0 | $ 0.2 | |
Purchase material/service from related party | 0.2 | 1.1 | |
Accounts payable balance | $ 0 | $ 0 | |
EB Tech | |||
Related Party Transaction | |||
Ownership percentage (percent) | 19.00% | ||
Sales to related party | $ 0 | 0 | |
Purchase material/service from related party | 0.1 | 0.1 | |
Accounts payable balance | $ 0 | 0 | |
ATEC | |||
Related Party Transaction | |||
Ownership percentage (percent) | 24.00% | ||
Sales to related party | $ 0 | 0 | |
Purchase material/service from related party | 2.9 | $ 3 | |
Accounts payable balance | $ 2 | $ 1.8 |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2022 | Mar. 27, 2021 | |
Segment Reporting Information | ||
Net sales | $ 623,330 | $ 463,794 |
Depreciation and amortization | 28,298 | 24,198 |
Operating income | 150,590 | 76,481 |
Interest expense | 4,302 | 4,673 |
Foreign exchange loss | 7,736 | 6,837 |
Other expense (income), net | 4,427 | (7,737) |
Income before income taxes | 134,125 | 72,708 |
Electronics | ||
Segment Reporting Information | ||
Net sales | 365,821 | 286,535 |
Depreciation and amortization | 15,393 | 15,381 |
Electronics | Operating Segments | ||
Segment Reporting Information | ||
Operating income | 120,577 | 55,523 |
Transportation | ||
Segment Reporting Information | ||
Net sales | 184,504 | 128,529 |
Depreciation and amortization | 10,744 | 7,073 |
Transportation | Operating Segments | ||
Segment Reporting Information | ||
Operating income | 26,308 | 20,316 |
Industrial | ||
Segment Reporting Information | ||
Net sales | 73,005 | 48,730 |
Depreciation and amortization | 2,161 | 1,744 |
Industrial | Operating Segments | ||
Segment Reporting Information | ||
Operating income | 12,505 | 3,506 |
Other | Corporate Non-Segment | ||
Segment Reporting Information | ||
Operating income | $ (8,800) | $ (2,864) |
Segment Information - Narrative
Segment Information - Narrative (Details) $ in Thousands | Jan. 28, 2021USD ($) | Apr. 02, 2022USD ($)segment | Mar. 27, 2021USD ($) |
Segment Reporting Information | |||
Number of operating segments | segment | 3 | ||
Restructuring charges | $ 218 | $ 437 | |
Carling Technologies, Inc. | |||
Segment Reporting Information | |||
Inventory adjustment | (800) | ||
Hartland Controls | |||
Segment Reporting Information | |||
Inventory adjustment | $ 6,800 | ||
Acquisition related costs | 700 | ||
Restructuring charges | 400 | ||
Operating Income (Loss) | Hartland Controls | |||
Segment Reporting Information | |||
Acquisition related costs | 800 | ||
Operating Income (Loss) | Corporate Non-Segment | Hartland Controls | |||
Segment Reporting Information | |||
Inventory adjustment | 3,500 | ||
Other | Operating Income (Loss) | Carling Technologies, Inc. | |||
Segment Reporting Information | |||
Acquisition related costs | 3,800 | ||
Restructuring charges | 200 | ||
Electronics | |||
Segment Reporting Information | |||
Restructuring charges | $ 205 | 257 | |
Electronics | Hartland Controls | |||
Segment Reporting Information | |||
Gain (loss) on sale of properties | $ 1,900 |
Segment Information - Revenues
Segment Information - Revenues and Long-lived Assets by Geographical Area (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Apr. 02, 2022 | Mar. 27, 2021 | Jan. 01, 2022 | |
Segment Reporting Information | |||
Net sales | $ 623,330 | $ 463,794 | |
Long-lived assets | 442,022 | $ 437,889 | |
Additions to long-lived assets | 27,490 | 12,736 | |
United States | |||
Segment Reporting Information | |||
Net sales | 220,238 | 130,931 | |
Long-lived assets | 65,163 | 57,923 | |
Additions to long-lived assets | 3,174 | 683 | |
China | |||
Segment Reporting Information | |||
Net sales | 164,782 | 139,158 | |
Long-lived assets | 117,403 | 122,867 | |
Additions to long-lived assets | 6,949 | 2,142 | |
Mexico | |||
Segment Reporting Information | |||
Long-lived assets | 107,120 | 107,283 | |
Additions to long-lived assets | 7,918 | 6,121 | |
Germany | |||
Segment Reporting Information | |||
Long-lived assets | 38,044 | 39,055 | |
Additions to long-lived assets | 918 | 593 | |
Philippines | |||
Segment Reporting Information | |||
Long-lived assets | 78,918 | 74,918 | |
Additions to long-lived assets | 6,970 | 2,443 | |
Other countries | |||
Segment Reporting Information | |||
Net sales | 238,310 | 193,705 | |
Long-lived assets | 35,374 | $ 35,843 | |
Additions to long-lived assets | $ 1,561 | $ 754 |
Subsequent Events (Details)
Subsequent Events (Details) - C&K - Subsequent Event $ in Millions | Apr. 08, 2022USD ($) |
Subsequent Event [Line Items] | |
Cash | $ 540 |
Annualized sales | $ 200 |