ACQUISITIONS

9 Months Ended

Sep. 28, 2024

Business Combinations [Abstract]

ACQUISITIONS

(2) ACQUISITIONS

Acquisition of Business

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 12 and 24 months from the acquisition date for contingencies and disagreements. The first payment was made in the third quarter of fiscal 2024.

HR Products provides a broad range of irrigation products to serve the agriculture and landscaping industries. 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 acquired customer relationships will be amortized over 13 years. The amount allocated to goodwill is attributable to anticipated synergies and other intangibles that do not qualify for separate recognition. The amount allocated to goodwill is not deductible for tax purposes. The Company finalized the purchase price allocation in the third quarter of fiscal 2024.

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

	August 31,
	2023
Current assets	$	24,153
Property, plant, and equipment		1,397
Goodwill		9,508
Customer relationships		11,503
Other non-current assets		3,997
Total fair value of assets acquired		50,558
Current liabilities		4,183
Deferred income taxes		3,046
Operating lease liabilities		2,792
Total fair value of liabilities assumed		10,021
Net assets acquired	$	40,537

Proforma disclosures were omitted as this acquisition does not have a significant impact on the Company’s financial results.

Acquisition-related costs incurred for the above acquisition were insignificant for all periods presented.

Acquisitions of Redeemable Noncontrolling Interests

In the first quarter of fiscal 2024, the Company acquired approximately 9% of ConcealFab, Inc. for $7,227 and the remaining portion of Valmont Substations, LLC for $10,518. These transactions were for the acquisitions of portions of the remaining shares of consolidated subsidiaries with no changes in control.