Acquisitions | 2. ACQUISITIONS On November 11, 2020, the Company acquired Drake Automotive Group LLC (“Drake”). The purchase price was $49,104. The Company acquired 100% of the outstanding member units of Drake. The Company purchased Drake in order to acquire strong brands in the automotive aftermarket. The transaction was accounted for as a business combination under the acquisition method of accounting. Accordingly, the purchase price has been allocated based upon the fair value of the assets acquired and liabilities assumed. Consideration for the assets acquired consisted of cash payments of $47,104 plus an earn out value of $2,000. The acquisition resulted in both amortizable and non-amortizable The purchase agreement included a potential contingent payment based on 2020 performance. The seller could earn up to an additional $2,000. The fair value of this contingent payment was determined to be $2,000 based on the likelihood of achieving the required financial performance at the time of the valuation. The earn out payment of $2,000 was paid in March 2021. The allocation of the purchase price to the assets acquired and liabilities assumed was based on estimates of the fair value of the net assets as follows: Cash $ 205 Accounts receivable 3,947 Inventory 14,198 Property, plant and equipment 1,296 Other assets 189 Tradenames 7,715 Customer relationships 17,175 Goodwill 7,551 Accounts payable (2,524 ) Accrued liabilities (648 ) $ 49,104 The fair value of the acquired customer relationship intangible asset was estimated using the excess earnings approach. The customer relationship intangible asset is being amortized based on the attrition rate of customers which was determined to be 20 years. The fair value of the acquired tradenames intangible asset was estimated using the relief from royalty method, a form of the income approach. The tradenames were determined to have an indefinite life. The contractual value of the accounts receivable acquired was $4,155. On November 16, 2020, the Company acquired Simpson Performance Products, Inc. (“Simpson”). The purchase price was $117,409. The Company acquired 100% of the outstanding common stock of Simpson. The Company purchased Simpson in order to acquire strong brands in the automotive safety solutions market. The transaction was accounted for as a business combination under the acquisition method of accounting. Accordingly, the purchase price has been allocated based upon the fair value of the assets acquired and liabilities assumed. Consideration for the assets acquired consisted of cash payments of $110,209 and an earn out initially valued at $7,200. The acquisition resulted in both amortizable and non-amortizable work-in-process The purchase agreement included a potential contingent payment based on the performance for the twelve months ended October 3, 2021. The seller could earn up to an additional $25,000. The fair value of this contingent payment was initially determined to be $7,200 using the “Bull Call” option strategy utilizing the option values from the Black-Scholes Option Pricing Model. Based on actual performance and updated projections of Simpson’s performance for the earnout period, the fair value of the contingent payment was determined to be $24,373 as of March 28, 2021. Therefore, during the thirteen weeks ended March 28, 2021, an adjustment of $17,173 was recorded as expense which is recognized in acquisition and restructuring costs in the condensed consolidated statement of comprehensive income for the twenty-six The determination of the final purchase price allocation to specific assets acquired and liabilities assumed was adjusted to reflect the final fair value estimate of finished goods inventory, as noted below. The allocation of the purchase price to the assets acquired and liabilities assumed was based on estimates of the fair value of the net assets as follows: November 16, Measurement November 16, Cash $ 7,715 $ — $ 7,715 Accounts receivable 3,894 — 3,894 Inventory 19,265 (770 ) 18,495 Property, plant and equipment 5,952 — 5,952 Other assets 1,613 — 1,613 Tradenames 23,980 — 23,980 Customer relationships 28,770 — 28,770 Patents 2,720 — 2,720 Goodwill 51,305 843 52,148 Accounts payable (2,483 ) — (2,483 ) Accrued liabilities (7,787 ) — (7,787 ) Deferred tax liability (12,993 ) — (12,993 ) Debt (4,615 ) — (4,615 ) $ 117,336 $ 73 $ 117,409 The fair value of the acquired customer relationship intangible asset was estimated using the excess earnings approach. The customer relationship intangible asset is being amortized based on the attrition rate of customers which was determined to be 20 years. The fair value of the acquired tradenames and patents intangible assets were estimated using the relief from royalty method, a form of the income approach. The tradenames were determined to have an indefinite life. The patents are being amortized over 10 years based on the weighted average remaining life of the patent portfolio. The contractual value of the accounts receivable acquired was $3,894. On December 18, 2020, the Company acquired Detroit Speed, Inc. (“Detroit Speed”). The purchase price was $11,297. The Company acquired substantially all of the assets and liabilities of Detroit Speed. The Company purchased Detroit Speed in order to acquire strong brands in the automotive aftermarket. The transaction was accounted for as a business combination under the acquisition method of accounting. Accordingly, the purchase price has been allocated based upon the fair value of the assets acquired and liabilities assumed. Consideration for the assets acquired includes cash payments of $9,297 and Class A Units of Parent of $2,000. The acquisition resulted in both amortizable and non-amortizable The allocation of the purchase price to the assets acquired and liabilities assumed was based on estimates of the fair value of the net assets as follows: Cash $ 1,784 Accounts receivable 418 Inventory 3,478 Property, plant and equipment 3,040 Other assets 215 Tradenames 1,127 Customer relationships 560 Goodwill 2,636 Accounts payable (668 ) Accrued liabilities (1,019 ) Deferred tax liability (274 ) $ 11,297 The fair value of the acquired customer relationship intangible asset was estimated using the excess earnings approach. The customer relationship intangible asset is being amortized based on the attrition rate of customers which was determined to be 10 years. The fair value of the acquired tradenames intangible asset was estimated using the relief from royalty method, a form of the income approach. The tradenames were determined to have an indefinite life. The contractual value of the accounts receivable acquired was $418. On April 14, 2021, the Company acquired Advance Engine Management Inc. doing business as AEM Performance Electronics (“AEM”). The purchase price was cash consideration of $51,566. The Company acquired substantially all of the assets and liabilities of AEM. The Company purchased AEM in order to acquire strong brands in the automotive aftermarket. The transaction was accounted for as a business combination under the acquisition method of accounting. Accordingly, the purchase price has been allocated based upon the preliminary fair value of the assets acquired and liabilities assumed. The acquisition resulted in both amortizable and non-amortizable The determination of the purchase price allocation to specific assets acquired and liabilities assumed is incomplete for AEM. The purchase price allocation may change in future periods as the fair value estimates of assets and liabilities (including, but not limited to, accounts receivable, inventory, property, plant, and equipment, other assets, intangibles, accounts payable, and accrued liabilities). The allocation of the purchase price to the assets acquired and liabilities assumed was based on preliminary estimates of the fair value of the net assets as follows: Accounts receivable $ 3,454 Inventory 3,892 Property, plant and equipment 1,342 Other assets 493 Tradenames 10,760 Customer relationships 14,640 Patents 1,970 Technology intangibles 110 Goodwill 17,426 Accounts payable (2,032 ) Accrued liabilities (489 ) $ 51,566 The fair value of the acquired customer relationship intangible asset was estimated using the excess earnings approach. The customer relationship intangible asset is being amortized based on the attrition rate of customers which was determined to be 20 years. The fair value of the acquired tradenames and patents intangible assets were estimated using the relief from royalty method, a form of the income approach. The tradenames were determined to have an indefinite life. The patents are being amortized over 13 years based on the weighted average remaining life of the patent portfolio. The contractual value of the accounts receivable acquired was $3,454. The Company’s results for the thirteen weeks and twenty-six twenty-six The following table provides the unaudited consolidated pro forma results for the periods presented as if AEM had been acquired as of January 1, 2020. For the thirteen weeks ended For the twenty-six weeks ended June 27, June 28, June 27, June 28, Pro forma net sales $ 201,831 $ 131,825 $ 362,163 $ 244,042 Pro forma net income 25,345 13,574 23,168 18,150 The pro forma results include the effects of the amortization of purchased intangible assets and acquired inventory step-up. On May 24, 2021, the Company acquired Finspeed LLC (“Finspeed”). The purchase price was cash consideration of $2,505. The Company acquired substantially all of the assets and liabilities of Finspeed. The transaction was accounted for as a business combination under the acquisition method of accounting. Accordingly, the purchase price has been allocated based upon the fair value of the assets acquired and liabilities assumed. The acquisition resulted in non-amortizable |