Quarterly report [Sections 13 or 15(d)]

Business Combinations

v3.25.1
Business Combinations
 3 Months Ended
Mar. 29, 2025
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, LLC (“Terminal Door”), acquired 100% of the business operations (such transaction, 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, “T.M.C.” or 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.
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, net of cash acquired $ 59.4 
Recognized amounts of identifiable assets acquired
Accounts receivable $ 2.4 
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 $ 44.6 
Goodwill 14.8 
Total net assets acquired $ 59.4 
The Company recognized goodwill related to the T.M.C. Acquisition of $14.8. 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 March 29, 2025, Terminal Door contributed revenues of $3.5 and net income of $0.2.