v3.26.3
Acquisitions
 9 Months Ended
Sep. 26, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions Acquisitions
 
The Company accounts for acquisitions using the acquisition method in accordance with ASC 805, "Business Combinations," in which assets acquired and liabilities assumed are recorded at fair value as of the date of acquisition. The operating results of the acquired business are included in the Company’s Condensed Consolidated Financial Statements from the date of the acquisition.

Basler Electric

On December 11, 2025, the Company completed the acquisition of Basler Electric Company ("Basler"). Basler is a leading designer and manufacturer of innovative electrical control and protection solutions for high-growth industrial markets including grid and utility infrastructure, power generation and data center. At the time of acquisition, Basler had annualized sales of approximately $130 million. The business is reported within the Company’s Industrial segment. The purchase price for Basler was $361.7 million subject to a working capital adjustment.

The Company financed the transaction with cash on hand. The total purchase consideration was $352.0 million, net of cash acquired, has been allocated to assets acquired and liabilities assumed, as of the completion of the acquisition, based on estimated fair values.

The following table summarizes the final purchase price allocation of the fair value of assets acquired and liabilities assumed in the Basler acquisition:
(in thousands)Purchase Price
Allocation
Total purchase consideration:
Cash, net of cash acquired$351,964 
Allocation of consideration to assets acquired and liabilities assumed:
Trade receivables, net14,739 
Inventories20,703 
Other current assets4,152 
Property, plant, and equipment21,532 
Intangible assets145,000 
Goodwill159,822 
Other long-term assets4,146 
Current liabilities(15,380)
Other long-term liabilities(2,750)
$351,964 

All Basler assets and liabilities were recorded in the Industrial segment and are primarily reflected in the North America geographic area. The goodwill resulting from this acquisition consists largely of the Company’s expected future product sales and synergies from combining Basler’s products and technology with the Company’s existing Industrial products portfolio. Goodwill resulting from the Basler acquisition is expected to be deductible for tax purposes.

During the nine months ended September 26, 2026, the Company made adjustments to reduce the fair value of intangible assets of $5.0 million, current liabilities of $3.2 million, inventories of $2.6 million, trade receivables of $2.1 million, property, plant, and equipment of $1.7 million, other long-term assets of $1.6 million, and increase in other current assets of $1.2 million. During the three months ended September 26, 2026, the Company received a final working capital adjustment of $1.1 million. As a result of these adjustments, goodwill was increased by $7.5 million. The Company paid $2.8 million of indebtedness as part of the purchase consideration during the nine months ended September 26, 2026.

As required by purchase accounting guidance, the Company recorded a $6.4 million step-up of inventory to its fair value as of the acquisition date based on the preliminary valuation. The step-up was fully amortized as a non-cash charge to cost of goods sold during the fourth quarter of 2025 and first quarter of 2026 as the acquired inventory was sold and reflected as other non-segment costs, of which a non-cash charge of $5.4 million to cost of goods sold was recognized during the first quarter of 2026 and reflected as other non-segment costs.

For the nine months ended September 26, 2026, the Company recorded $0.5 million of legal and professional fees related to the Basler acquisition recognized as Selling, general, and administrative expenses in the Condensed Consolidated Statement of Operations. A total of $3.0 million of legal and professional fees related to the Basler acquisition was recognized since 2025. These costs were reflected as other non-segment costs.

Dortmund Fab

On December 31, 2024, the Company completed the acquisition of a 200mm wafer fab located in Dortmund, Germany ("Dortmund Fab") from Elmos. The total purchase price for the Dortmund Fab was approximately €94 million, of which a €37.2 million down payment (approximately $40.5 million) was paid in the third quarter of 2023 after regulatory approvals, and €56.7 million (approximately $58.8 million) was paid at closing. The business is reported in the semiconductor business within the Company’s Electronics segment.

The acquisition was funded with cash on hand. The total purchase consideration of $95.9 million, net of cash acquired, has been allocated to assets acquired and liabilities assumed, as of the completion of the acquisition, based on estimated fair values.

The following table summarizes the final purchase price allocation of the fair value of assets acquired and liabilities assumed in the Dortmund Fab acquisition:
(in thousands)Purchase Price
Allocation
Total purchase consideration:
Cash, net of cash acquired$95,942 
Allocation of consideration to assets acquired and liabilities assumed:
Trade receivables5,985 
Inventories6,600 
Other current assets8,278 
Property, plant, and equipment30,132 
Intangible assets1,800 
Goodwill57,321 
Other long-term assets8,579 
Current liabilities(7,464)
Other long-term liabilities(15,289)
$95,942 

All Dortmund Fab assets and liabilities were recorded in the Electronics segment and are primarily reflected in the Europe geographic area. The goodwill resulting from this acquisition consists largely of the Company’s expected future product sales and synergies from combining Dortmund Fab’s products and technology with the Company’s existing semiconductor products portfolio. Goodwill resulting from the Dortmund Fab acquisition is expected to be deductible for tax purposes.

As required by purchase accounting guidance, the Company recorded a $0.5 million step-down of inventory to its fair value as of the acquisition date based on the valuation. The step-down was fully amortized as a non-cash credit to cost of sales during the first quarter of 2025 as the acquired inventory was sold and reflected as other non-segment costs.

During the three and nine months ended September 27, 2025, the Company did not incur any legal and professional fees related to the Dortmund Fab acquisition recognized as Selling, general, and administrative expenses in the Condensed Consolidated Statements of Operations. A total of $3.5 million of legal and professional fees related to the Dortmund Fab acquisition was recognized since 2023. These costs were reflected as other non-segment costs.

Pro Forma Results

The following table summarizes, on an unaudited pro forma basis, the combined results of operations of the Company, Basler and Dortmund Fab as though the acquisitions had occurred as of December 31, 2023. The pro forma amounts presented are not necessarily indicative of either the actual consolidated results had the Basler and Dortmund Fab acquisitions occurred as of December 31, 2023, or of future consolidated operating results.

For the Three Months EndedFor the Nine Months Ended
(in thousands, except per share amounts)September 26, 2026September 27, 2025September 26, 2026September 27, 2025
Net sales$766,729 $660,279 $2,162,479 $1,896,740 
Income before income taxes150,214 98,708 369,837 241,980 
Net income115,377 72,556 284,358 176,975 
Net income per share — basic4.542.92 11.26 7.14 
Net income per share — diluted4.492.89 11.12 7.08 
Pro forma results presented above primarily reflect the following adjustments:

For the Three Months EndedFor the Nine Months Ended
(in thousands)September 26, 2026September 27, 2025September 26, 2026September 27, 2025
Amortization (a)$— $(2,583)$— $(7,748)
Depreciation— (184)— (677)
Amortization of inventory adjustments (b)— — 5,333 (504)
Transaction costs (c)— 614 495 577 
Income tax benefit (expense) of above items— 517 (1,399)2,037 
Total$— $(1,636)$4,429 $(6,315)

(a) The amortization adjustment for the three and nine months ended September 27, 2025, primarily reflects amortization resulting from the measurement of intangibles at their fair values.
(b) The amortization of inventory adjustments reflects the reversal of the amount recognized during the nine months ended September 26, 2026 and September 27, 2025. The inventory adjustment related to the Basler acquisition was fully amortized over three months as the inventory was sold during the first quarter of 2026. The inventory adjustment related to the Dortmund Fab acquisition was fully amortized over two months as the inventory was sold during 2025.
(c) The transaction costs adjustment reflects the reversal of certain legal and professional fees related to the Basler and Dortmund Fab acquisitions for the nine months ended September 26, 2026 and September 27, 2025, respectively.