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Acquisition of Anderson Manufacturing Assets
 9 Months Ended
Sep. 27, 2025
Acquisition of Anderson Manufacturing Assets [Abstract]  
ACQUISITION OF ANDERSON MANUFACTURING ASSETS

NOTE 3 - ACQUISITION OF ANDERSON MANUFACTURING ASSETS

 

As described in Note 2, the Company closed on the Anderson Acquisition on July 1, 2025. The Company paid $15.0 million dollars in cash for Anderson assets to Anderson at the closing of the transaction, with an additional $0.8 million held back for the purposes described below. The Anderson Acquisition included, among other things, property, equipment, inventory, and all intellectual property related to Anderson, including the Anderson trademarks and tradenames, and all derivatives thereof.

 

The primary purpose of the Anderson Acquisition was to increase the Company’s production capabilities. The Anderson Acquisition was accounted for in accordance with ASC Topic 805, Business Combinations. Accordingly, the total purchase price has been allocated to tangible assets based on their fair value and the intangibles and goodwill have been allocated on a provisional basis at the date of acquisition. The Company assumed no debt or long-term liabilities in this transaction. These allocations reflect various provisional estimates that were based on the information available at the time and are subject to change during the purchase price allocation period until the valuations are finalized.

 

The following table summarizes the Company's preliminary fair value of the assets acquired, as of July 1, 2025, for the Company’s Anderson Acquisition.

  

Purchase Price    
Cash paid to sellers  $15,010 
Holdback   750 
Total Purchase Price  $15,760 
      
Purchase Price Allocation     
Assets Acquired     
Land and building  $5,900 
Machinery and equipment   5,800 
Inventory   2,045 
Other assets   1,625 
Goodwill   390 
Net Assets Acquired  $15,760 

 

Identifiable assets acquired were recorded at their estimated fair values based on the methodology described under “Fair Value Measurements” in Note 2 - Significant Accounting Policies.

 

The Fair Value of any intangible assets acquired in the Anderson Acquisition were considered negligible.

 

The Company held back $0.8 million from their purchase payment for potential repair mediation costs, which will either be applied to repair costs or paid to Anderson. This holdback was included in trade accounts payable and accrued expenses on the Company’s Condensed Consolidated Balance Sheet at September 27, 2025.

 

The excess purchase price over the fair value of the assets acquired was recorded as goodwill in the amount of $0.4 million, primarily related to assembled workforce and increased manufacturing capacity. The Company incurred acquisition related costs of approximately $0.5 million, which are included in selling, general and administrative expenses in the Company’s Consolidated Statements of Income and Comprehensive Income for the three and nine month periods ended September 27, 2025.

The pro forma impact of the acquisition and the results of operations attributable to Anderson in 2024 and 2025 have not been presented, as they are not material to the Company’s consolidated results of operations.