ACQUISITIONS

12 Months Ended

Dec. 28, 2024

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 the purchase price, $7,200 Australian dollars ($4,626 U.S. dollars) was withheld at closing as a retention fund to address contingencies and potential disagreements. This retention amount will be settled in two equal payments, with the first payment made during the third quarter of fiscal 2024 and the second payment due in the third quarter of fiscal 2025.

HR Products provides a wide range of irrigation products serving the agriculture and landscaping industries, with its operations reported in the Agriculture segment. This acquisition strengthens the Company’s position in the critical agriculture market of Australia by expanding its geographic footprint and bolstering its aftermarket parts presence. The acquired customer relationships will be amortized over 13 years. Goodwill resulting from the acquisition was not tax-deductible and was attributed to anticipated synergies and other intangibles that did not qualify for separate recognition. 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 from 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

On June 1, 2022, the Company acquired approximately 51% of ConcealFab, Inc. for $39,287 in cash, net of cash acquired. Of the purchase price, approximately $1,850 was contingent on seller representations and warranties, which were settled in the fourth quarter of fiscal 2023. ConcealFab is located in Colorado Springs, Colorado, and its operations are included in the Infrastructure segment. The acquisition allows the Company to integrate innovative 5G infrastructure and passive intermodulation mitigation solutions into its advanced Infrastructure portfolio. The goodwill resulting from the acquisition was not tax-deductible and was primarily attributed to anticipated synergies and other intangibles that did not qualify for separate recognition. The Company finalized the purchase price allocation in the first quarter of fiscal 2023.

Under the terms of the operating agreement, the minority owners hold the right to sell their remaining interest in ConcealFab, Inc. to the Company, and the Company retains the right to purchase the remaining interest from the minority owners. These rights may generally be exercised at any time following the fifth anniversary of the acquisition’s effective

date. The purchase price for the remaining interest will be determined based on a predefined formula outlined in the operating agreement. Due to this redemption feature, the Company recorded the noncontrolling interest as redeemable, and classified it within temporary equity in the Consolidated Balance Sheets. See Note 1 for further discussion of the Company’s redeemable noncontrolling interests.

The following table summarizes the fair values of the assets acquired and liabilities assumed from ConcealFab, Inc. 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

Pro forma disclosures have been omitted, as these acquisitions did not significantly impact the Company’s financial results. Acquisition-related costs for these transactions were insignificant in all fiscal years 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. In the third quarter of fiscal 2022, the Company acquired the remaining 9% of Convert Italia S.p.A. for $3,046. In the second quarter of fiscal 2022, the Company acquired the remaining 20% of Valmont West Coast Engineering, Ltd. for $4,292. These transactions involved acquiring portions of the remaining shares in consolidated subsidiaries, with no changes in control.