v3.26.3
Acquisitions
 9 Months Ended
Sep. 25, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions Acquisitions
On August 31, 2026, the Company acquired Valco Cincinnati LLC and certain affiliated entities (collectively "Valco Melton"). Under the terms of the purchase agreement, the purchase price of $447 million was adjusted for cash acquired, estimated unpaid pre-close liabilities of the selling shareholders and estimated excess working capital. The acquisition was completed for the total cash consideration of approximately $462 million, subject to normal post-closing purchase price adjustments. The purchase price was funded with cash on hand and borrowings under the Company's revolving credit facility. Valco Melton is a global provider of adhesive application and quality assurance systems. The acquired business expands and complements the Company’s Industrial segment.

Results of operations for Valco Melton have been included in the Company's Industrial segment since the acquisition date and included sales of $12 million and operating losses of $5 million for the period ended September 25, 2026. As of September 25, 2026, the purchase price allocation remains preliminary as the Company completes its assessment of certain acquired assets and assumed liabilities, principally related to the valuation of intangible assets, income taxes and the finalization of post-closing purchase price adjustments. Based on the preliminary purchase price allocation, the Company recorded goodwill of $220 million and intangible assets of $159 million. Identifiable intangible assets include $33 million related to indefinite-lived trade names and $126 million related to amortizable intangible assets with estimated useful lives ranging from 0.5 to 15 years. The preliminary amounts recognized are subject to adjustment during the measurement period as additional information becomes available and valuations are finalized. Such adjustments may be material to the amounts allocated to acquired assets and liabilities, including goodwill. The purchase price allocation is expected to be finalized as soon as practicable, but no later than one year from the acquisition date.

Consideration transferred was preliminarily allocated to assets acquired and liabilities assumed based on estimated fair values as follows (in thousands):

Cash and cash equivalents$25,445 
Accounts receivable29,842 
Inventories69,839 
Other current assets2,715 
Property, plant and equipment13,664 
Other non-current assets7,936 
Identifiable intangible assets158,600 
Goodwill219,771 
Current liabilities(43,831)
Deferred income taxes, net(12,944)
Other non-current liabilities(9,052)
Total net assets acquired$461,985 

Goodwill recognized from the Valco Melton acquisition primarily reflects an intangible asset that does not qualify for separate recognition. Approximately $150 million of goodwill acquired with Valco Melton is deductible for tax purposes.

The following unaudited pro forma information provides the results of operations for the periods ended September 25, 2026 and September 26, 2025, as if the acquisition of Valco Melton had been completed at the beginning of fiscal year 2025 (in thousands, except per share amounts):
Three Months EndedNine Months Ended
September 25,
2026		September 26,
2025		September 25,
2026		September 26,
2025
Net sales$611,271 $581,294 $1,824,031 $1,749,917 
Net earnings125,913 139,246 395,192 375,132 
Earnings per share
Basic$0.78 $0.84 $2.42 $2.26 
Diluted$0.77 $0.83 $2.39 $2.21 

The unaudited pro forma information includes the impact of intangible asset amortization of approximately $6 million in 2026 and $9 million in 2025. The nine months ended September 25, 2026, excludes the impact of $6 million of transaction-related expenses and non-recurring expense, related to the fair value adjustment to acquisition-date inventory. The nine months ended September 26, 2025 was adjusted to include transaction-related expenses and nonrecurring 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 Valco Melton acquisition occurred at the beginning of fiscal year 2025. It also may not be useful in predicting the future results of operations of the combined company.

Subsequent to the end of the third quarter, the Company completed the acquisition of a business that is not material to the consolidated financial statements.