Quarterly report pursuant to Section 13 or 15(d)

Business Combinations

v3.24.3
Business Combinations
 9 Months Ended
Sep. 28, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Business Combinations Business Combination
Terminal Door Asset Acquisition
On May 17, 2024, the Company, through its wholly owned subsidiary Terminal Door, acquired 100% of the business operations (the “T.M.C. Acquisition”) of Smith T.M.C., Inc., a Georgia corporation, Jerry O. Smith Company, LLC, a Georgia limited liability company, and J.O.S. Realty, Inc., a Georgia corporation (collectively, the “T.M.C. Sellers”). Pursuant to the asset purchase agreement for such acquisition, Terminal Door acquired substantially all assets of the T.M.C. Sellers related to the business of trucking terminal renovation, construction, remodeling, and maintenance. The Company accounted for this acquisition as a business combination.
For the nine months ended September 28, 2024, the Company incurred approximately $1.1 of third-party acquisition costs in connection with the T.M.C. Acquisition. These expenses are included in general and administrative expense in the accompanying Unaudited Condensed Consolidated Statement of Operations and Comprehensive Income.
The Company is continuing its review of the fair value estimates for certain assets acquired in connection with the T.M.C. Acquisition, including intangible assets, and liabilities assumed. The final determination of the purchase price is pending calculations of working capital and other adjustments, and as such, the Company has not yet finalized its allocation of the purchase price.
The following tables summarize the fair value of consideration transferred and the recognized amount of identified assets acquired, and liabilities assumed at the date of acquisition:

(dollar amounts in millions)
Segment North America
Consideration transferred
Cash paid $ 59.4 
Total purchase consideration
 $ 59.4 
Recognized amounts of identifiable assets acquired
Accounts receivable $ 2.5 
Inventory 0.2 
Property and equipment 0.4 
Identifiable intangible assets 42.5 
Recognized amounts of identifiable liabilities assumed
Accounts payable (0.4)
Contract liabilities (0.5)
Total identifiable net assets 44.7 
Goodwill 14.7 
Total net assets acquired $ 59.4 
The Company recognized goodwill related to the T.M.C. Acquisition of $14.7. The goodwill recognized in this acquisition was attributable to the acquired assembled workforce, expected synergies and economies of scale, none of which qualify for recognition as a separate intangible asset. The goodwill is expected to be deductible for tax purposes.
The following table sets forth the components of identifiable intangible assets acquired as of the date of the T.M.C. Acquisition, and the related weighted average amortization period:
(dollar amounts in millions)
Fair Value
Weighted-Average Amortization Period (years)
Customer relationships
 $ 38.1  15
Tradename
 1.7  5
Non-compete agreement
 2.7  5
Identifiable intangible assets
 $ 42.5 
Results of Acquired Operations
The results of the acquired operations of Terminal Door have been included in the Unaudited Condensed Consolidated Financial Statements of the Company since the acquisition date of May 17, 2024.
For the three month period ended September 28, 2024, Terminal Door contributed revenues of $13.7 and net income of $2.4. For the period from May 17, 2024 through September 28, 2024, Terminal Door contributed revenues of $17.7 and net income of $2.9.