v3.26.1
Fair Value Measurements
6 Months Ended
Jul. 04, 2026
Fair Value Disclosures [Abstract]  
Fair Value Measurements
(10)
FAIR VALUE MEASUREMENTS

ASC 820, Fair Value Measurement, defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 establishes a fair value hierarchy, which prioritizes the inputs used in measuring fair value into the following levels:

Level 1 – Quoted prices in active markets for identical assets or liabilities

Level 2 – Inputs, other than quoted prices in active markets, which are observable either directly or indirectly

Level 3 – Unobservable inputs based on our own assumptions

The Company’s financial liabilities that are measured at fair value and are categorized using the fair value hierarchy are as follows:

 

(in millions)

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

As of July 4, 2026

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration

 

$

 

 

$

 

 

$

5.7

 

 

$

5.7

 

As of January 3, 2026

 

 

 

 

 

 

 

 

 

 

 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration

 

$

 

 

$

 

 

$

16.5

 

 

$

16.5

 

 

The contingent consideration as of July 4, 2026 and January 3, 2026 relates to the earnout provisions recorded in conjunction with various purchase agreements.

The earnout provisions associated with these acquisitions are based upon performance measurements related to sales and EBITDA, as defined in the respective purchase agreements. On a quarterly basis, the Company assesses the projected results for each of the acquisitions in comparison to the earnout targets and adjusts the liability accordingly. Discount rates for valuing contingent consideration are determined based on the Company rates and specific acquisition risk considerations. Changes to the fair value of the contingent consideration liabilities can result from changes to one or a number of inputs, including discount rates, the probabilities of achieving the earnout targets, the time required to achieve the targets and estimated future sales and EBITDA. Judgment is employed in determining the appropriateness of certain of these inputs. Changes to the inputs described above could have a material impact on the Company’s financial position and results of operations in any given period. Changes in fair value associated with the earnout provisions are recognized in Selling, general and administrative expenses within the Condensed

Combined Statements of Earnings. The contingent consideration liabilities are included in accrued expenses and other non-current liabilities. Contingent consideration payments of amounts up to the initial acquisition date fair value are classified as cash outflows from financing activities and payments of amounts in excess of the initial acquisition date fair value are classified as cash outflows from operating activities in the Condensed Combined Statements of Cash Flows.

The following table represents changes in the fair value of the contingent consideration liabilities:

 

 

 

Six Months Ended

 

(in millions)

 

July 4, 2026

 

Beginning balance

 

$

16.5

 

Payments of contingent consideration

 

 

(8.3

)

Changes in fair value and exchange effect

 

 

(2.5

)

Ending balance

 

$

5.7