XML 40 R21.htm IDEA: XBRL DOCUMENT v3.25.0.1
Acquisitions
 12 Months Ended
Dec. 27, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Acquisitions Acquisitions
On November 4, 2024, the Company acquired Corob S.p.A. ("Corob") for €230 million in cash, subject to normal post-closing purchase price adjustments, with up to €30 million in additional contingent consideration. Corob is a global leader in the design and manufacturing of high-performance volumetric and gravimetric dispense, mixing, and shaking equipment used in mission-critical tinting applications. The acquired business expands and complements the Company’s Contractor segment. Results of Corob's operations, including $16 million of sales and $3 million of operating losses, have been included in the Company’s Contractor segment starting from the date of acquisition. As of December 27, 2024, the purchase price allocation remains preliminary as the Company completes its assessment, principally related to income taxes and the finalization of post-closing purchase price adjustments. The financial results of the Corob acquisition are not expected to have a material impact on the consolidated financial statements.

The contingent consideration is related to the sellers' eligibility to receive cash earn out payments, calculated based on qualified revenue performance metrics for two individual twelve-month periods. The earn out payments are capped at €15.0 million for both periods. The fair value of the earn out payments was initially valued using a probability-weighted expected return approach of future payments to be made to previous owners based on future revenues.

The total purchase consideration consisted of the following (in thousands):
Cash paid$265,301 
Acquisition-related consideration payable10,339 
Contingent consideration14,607 
Total purchase consideration$290,247 

Preliminary purchase consideration was allocated to assets acquired and liabilities assumed based on estimated fair values as follows (in thousands):
Cash and cash equivalents$30,899 
Accounts receivable28,120 
Inventories26,375 
Other current assets17,915 
Property, plant and equipment16,619 
Other non-current assets5,854 
Identifiable intangible assets131,564 
Goodwill126,101 
Current liabilities(52,544)
Deferred income taxes, net(33,166)
Other non-current liabilities(7,490)
Total net assets acquired$290,247 

Goodwill recognized from the Corob acquisition primarily reflects an intangible asset that does not qualify for separate recognition. None of the goodwill acquired with Corob is deductible for tax purposes.

Identifiable intangible assets and estimated useful life are as follows (in thousands):
Estimated Life (years)
Trade name$32,458 Indefinite
Customer relationship76,493 15
Developed technology20,557 10
Backlog2,056 0.5
Total identifiable intangibles assets$131,564 

The fair values of the trade name and developed technology acquired in the acquisition were determined using a relief-from-royalty method, and customer relationships and backlog acquired were determined using an excess earnings method. These methods utilize unobservable inputs that are significant to these fair value measurements and thus classified as Level 3 of the fair value hierarchy described in Note A.

The following unaudited pro forma information provides the results of operations for the years ended December 27, 2024 and December 29, 2023, as if the acquisition had been completed at the beginning of fiscal year 2023 (in thousands, except per share amounts):

20242023
Net sales$2,218,982 $2,316,030 
Net earnings489,109 501,114 
Earnings per share
Basic$2.90$2.97
Diluted$2.84$2.91

The unaudited pro forma information includes the impact of intangible asset amortization of approximately $8 million in 2024 and $11 million in 2023. The year ended December 27, 2024 excludes the impact of $4 million of transaction-related expenses and non-recurring expense related to the fair value adjustment to acquisition-date inventory. The year ended December 29, 2023 was adjusted to include transaction-related expenses and non-recurring expenses related to the fair value adjustment to acquisition-date inventory. The information also reflects the pro forma cost of foregone interest income but does not reflect the effect of any synergies or integration costs that may result from the acquisition.

Unaudited pro forma information has been provided for comparative purposes only and the information does not necessarily reflect what the combined company's results of operations would have been had the acquisition occurred at the beginning of 2023. It also may not be useful in predicting the future results of operations of the combined company.

The Company completed another acquisition in 2024 that was not material to the consolidated financial statements.