Quarterly report [Sections 13 or 15(d)]

Business Combination

v3.25.2
Business Combination
 6 Months Ended
Jun. 28, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Combination Business Combination
Terminal Door Asset Acquisition
On May 17, 2024, we, through our 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. We 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 
We 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 our Unaudited Condensed Consolidated Financial Statements since the acquisition date of May 17, 2024. For the period from March 30, 2025 through May 17, 2025 and for the period from December 29, 2024 through May 17, 2025, Terminal Door contributed revenues of $3.8 and $7.3 and net income of $0.6 and $0.8, respectively. For the period from May 17, 2024 through June 29, 2024, Terminal Door contributed revenues of $4.0 and net income of $0.7.