ACQUISITIONS

12 Months Ended

Dec. 30, 2023

Business Combinations [Abstract]

ACQUISITIONS

(2) ACQUISITIONS

Acquisitions of Businesses

On August 31, 2023, the Company acquired HR Products for $58,044 Australian dollars ($37,302 United States (“U.S.”) dollars) in cash (net of cash acquired) and subject to working capital adjustments. Of this amount, $7,200 Australian dollars ($4,626 U.S. dollars) was withheld by the Company at closing as a retention fund, to be settled in two equal payments at 12 and 24 months from the acquisition date for contingencies and disagreements. HR Products provides a broad range of irrigation products to serve the agriculture and landscaping industries and its operations are reported in the Agriculture segment. The acquisition strengthens the Company’s value proposition to customers in the key agriculture market of Australia by expanding its geographic footprint and accelerating its aftermarket parts presence. The amount allocated to goodwill is attributable to anticipated synergies and other intangibles that do not qualify for separate recognition and is not deductible for tax purposes. The Company is currently completing its fair value assessment and expects to finalize the purchase price allocation by the third quarter of fiscal 2024.

The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed of HR Products as of the date of acquisition:

	August 31,
	2023
Current assets	$	24,816
Property, plant, and equipment		1,379
Goodwill		9,177
Customer relationships		11,632
Other non-current assets		3,997
Total fair value of assets acquired		51,001
Current liabilities		4,183
Operating lease liabilities		2,792
Deferred income taxes		3,489
Total fair value of liabilities assumed		10,464
Net assets acquired	$	40,537

On June 1, 2022, the Company acquired approximately 51% of ConcealFab for $39,287 in cash (net of cash acquired). Approximately $1,850 of the purchase price was contingent on seller representations and warranties that were settled in the fourth quarter of fiscal 2023. ConcealFab is located in Colorado Springs, Colorado, and its operations are reported in the Infrastructure segment. The acquisition was made to allow the Company to incorporate innovative 5G infrastructure and passive intermodulation mitigation solutions into its advanced Infrastructure portfolio. Goodwill was not deductible for tax purposes. The amount allocated to goodwill was primarily attributable to anticipated synergies and other intangibles that do not qualify for separate recognition. The Company finalized the purchase price allocation in the first quarter of fiscal 2023.

Pursuant to the operating agreement and subject to the terms and conditions thereof, the minority owners have the right to sell all of the remaining interest in ConcealFab to the Company, and the Company has the right to purchase all of the remaining interest in ConcealFab from the minority owners, in each case generally at any time following the fifth anniversary of the effective date of the transaction. The purchase price for any remaining interest put to, or called by, the Company will be determined based on a pre-defined formula as stated in the operating agreement. As a result of this redemption feature, the Company recorded the noncontrolling interest as redeemable and classified it in temporary equity within the Consolidated Balance Sheets. See Note 1 for discussion of the Company’s redeemable noncontrolling interests.

The following table summarizes the fair values of the assets acquired and liabilities assumed of ConcealFab as of the date of acquisition:

	June 1,
	2022
Current assets	$	21,133
Property, plant, and equipment		3,813
Goodwill		42,465
Customer relationships		26,200
Trade name		5,000
Other non-current assets		9,108
Total fair value of assets acquired		107,719
Current liabilities		6,658
Long-term debt		2,038
Operating lease liabilities		7,812
Deferred income taxes		5,464
Other non-current liabilities		12
Total fair value of liabilities assumed		21,984
Redeemable noncontrolling interest		41,693
Net assets acquired	$	44,042

On May 12, 2021, the Company acquired the outstanding shares of Prospera Technologies, Ltd. ("Prospera"), an artificial intelligence company focused on machine learning and computer vision in agriculture, for $300,000 in cash (net of cash acquired). The acquisition of Prospera, located in Tel Aviv, Israel, was made to allow the Company to accelerate innovation with machine learning for agronomy and is reported in the Agriculture segment. Goodwill was not deductible for tax purposes, the trade name was assigned an estimated useful life of seven years, and the developed technology asset was assigned an estimated useful life of five years. The amount allocated to goodwill was primarily attributable to anticipated synergies and other intangibles that did not qualify for separate recognition. See Note 8 for details of impairments of goodwill and other intangible assets recognized during the fiscal year ended December 30, 2023. The Company finalized the purchase price allocation in the fourth quarter of fiscal 2021.

The following table summarizes the fair values of the assets acquired and liabilities assumed of Prospera as of the date of acquisition:

	May 12,
	2021
Current assets	$	647
Property, plant, and equipment		1,063
Goodwill		273,453
Developed technology		32,900
Trade name		2,850
Total fair value of assets acquired	$	310,913
Current liabilities		2,690
Deferred income taxes		8,223
Total fair value of liabilities assumed	$	10,913
Net assets acquired	$	300,000

On April 20, 2021, the Company acquired the assets of PivoTrac for $12,500 in cash. The agreed-upon purchase price was $14,000, with $1,500 being held back for seller representations and warranties. The acquisition of PivoTrac, located in Texas, was made to allow the Company to advance its technology strategy and increase its number of connected agricultural devices and is reported in the Agriculture segment. The fair values assigned were $10,800 for goodwill and $2,627 for customer relationships, with the remainder representing net working capital. Goodwill was not deductible for tax purposes and the customer relationships will be amortized over eight years. The amount allocated to goodwill was primarily attributable to anticipated synergies and other intangibles that do not qualify for separate recognition. The Company finalized the purchase price allocation in the second quarter of fiscal 2022.

Proforma disclosures were omitted for these acquisitions as they do not have a significant impact on the Company’s financial results.

Acquisition-related costs incurred for the above acquisitions were insignificant for all fiscal years presented.

Acquisitions of Redeemable Noncontrolling Interests

Subsequent to fiscal 2023, on January 26, 2024, the Company acquired approximately 9% of ConcealFab for $7,227. Additionally, subsequent to fiscal 2023, the minority owner of a consolidated subsidiary exercised their put option to require the Company to purchase their remaining ownership. As such, $10,518 is expected to be paid to acquire the remaining portion of this entity prior to the end of the first quarter of fiscal 2024.

On August 10, 2022, the Company acquired the remaining 9% of Convert Italia S.p.A. for $3,046. On May 10, 2022, the Company acquired the remaining 20% of Valmont West Coast Engineering, Ltd. for $4,292.

These transactions were for the acquisitions of portions of the remaining shares of consolidated subsidiaries with no changes in control.