Business Combinations (Tables)

9 Months Ended

Oct. 01, 2021

Summary of Unaudited Pro Forma Information

The pro forma information for all periods presented below includes the effects of business combination accounting resulting from the acquisitions of ATI and SEM, including amortization of inventory fair value adjustments, amortization of intangible assets, interest expense on borrowings in connection with the acquisition, and the related tax effects, assuming that the acquisitions had been

consummated as of January 1, 2020. The pro forma financial information is presented for comparative purposes only and is not necessarily indicative of the results of operations that actually would have been achieved if the acquisitions had taken place on January 1, 2020.

	Three Months Ended				Nine Months Ended
	October 1,		October 2,		October 1,		October 2,
	2021		2020		2021		2020
Revenue	$	197,715	$	186,919	$	584,051	$	508,906
Consolidated net income	$	13,995	$	9,908	$	38,188	$	25,551

Summary of Acquisition Costs

Acquisition costs are included in restructuring and acquisition related costs in the consolidated statements of operations. Acquisition-related costs for ATI and SEM acquisitions are as follows (in thousands):

	Three Months Ended		Nine Months Ended
	October 1,		October 1,
	2021		2021
ATI	$	1,956	$	3,321
SEM	$	864	$	1,052

ATI Industrial Automation, Inc.

Summary of Fair Values of Assets Acquired and Liabilities Assumed Purchase Price Allocation

Based upon a preliminary valuation, the total purchase price for ATI was allocated as follows (in thousands):

	Purchase Price
	Allocation
Cash	$	10,709
Accounts receivable		12,596
Inventories		17,431
Property, plant and equipment		4,195
Intangible assets		52,400
Goodwill		143,851
Deferred tax assets		345
Other assets		11,425
Total assets acquired		252,952
Accounts payable		5,135
Deferred tax liabilities		228
Other liabilities		14,938
Total liabilities assumed		20,301
Total assets acquired, net of liabilities assumed		232,651
Less: cash acquired		10,709
Less: contingent consideration		51,900
Initial purchase price, net of cash acquired	$	170,042

Fair Value of Intangible Assets

The fair value of intangible assets for ATI is comprised of the following (dollar amounts in thousands):

			Weighted Average
	Estimated Fair		Amortization
	Value		Period
Developed technologies	$	19,800	15 years
Customer relationships		23,600	15 years
Trademarks and trade names		5,600	15 years
Backlog		3,400	1 year
Total	$	52,400

Schneider Electric Motion USA, Inc.

Summary of Fair Values of Assets Acquired and Liabilities Assumed Purchase Price Allocation

Based upon a preliminary valuation, the total purchase price for SEM was allocated as follows (in thousands):

	Purchase Price
	Allocation
Cash	$	3,881
Accounts receivable		4,240
Inventories		2,499
Property, plant and equipment		452
Intangible assets		54,570
Goodwill		70,064
Other assets		776
Total assets acquired		136,482
Accounts payable		1,325
Deferred tax liabilities		12,387
Other liabilities		3,750
Total liabilities assumed		17,462
Total assets acquired, net of liabilities assumed		119,020
Less: cash acquired		3,881
Total purchase price, net of cash acquired	$	115,139

Fair Value of Intangible Assets

The fair value of intangible assets for SEM is comprised of the following (dollar amounts in thousands):

			Weighted Average
	Estimated Fair		Amortization
	Value		Period
Developed technologies	$	9,110	15 years
Customer relationships		41,740	20 years
Trademarks and trade names		370	4 years
Backlog		3,350	1 year
Total	$	54,570