Quarterly report [Sections 13 or 15(d)]

Business Combination

v3.26.1
Business Combination
 3 Months Ended
Apr. 04, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Combination
6. Business Combination
Kiwi II Asset Acquisition

On January 8, 2026, through our wholly owned subsidiary Janus Core, we acquired 100% of the business operations (such transaction, the “Kiwi II Acquisition”) of Kiwi II Construction, Inc., a California corporation, Kiwi II East Inc., a Tennessee corporation, and Metal Tech, Inc., a California corporation, (collectively, the “ Kiwi II Sellers”). Pursuant to the asset purchase agreement for such acquisition, we acquired substantially all the assets of the Sellers related to the business of designing, supplying, and constructing self-storage facilities and manufacturing certain components used in those facilities. We accounted for this acquisition as a business combination. The accounting for the business combination, including the valuations of all identifiable assets, all identifiable liabilities assumed, any associated goodwill and total consideration are based on currently available information and are considered preliminary. The final accounting for the business combination may differ materially from those presented in these Unaudited Condensed Consolidated Financial Statements. Acquisition-related costs were expensed as incurred in fiscal 2025 and were not material.

The following tables summarize the preliminary 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 $ 97.2 
Plus: estimated net working capital adjustment 1.6 
Total purchase consideration, net of cash acquired $ 98.8 
Recognized amounts of identifiable assets acquired
Accounts receivable $ 14.5 
Contract assets 3.7 
Property and equipment 2.3 
Inventory 0.9 
Prepaid assets 0.4 
Identifiable intangible assets 40.1 
Recognized amounts of identifiable liabilities assumed
Accounts payable (4.6)
Other liabilities (2.7)
Total identifiable net assets $ 54.6 
Goodwill 44.2 
Total net assets acquired $ 98.8 

We recognized preliminary estimated goodwill related to the Kiwi II Acquisition of $44.2. 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 Kiwi II Acquisition, and the related weighted average amortization period:
(dollar amounts in millions)
Fair Value
 Weighted-Average Amortization Period (years)
Customer relationships
 $ 18.7  10
Backlog
 11.0  1
Non-compete agreements
 5.9  5
Tradename
 4.5  5
Identifiable intangible assets
 $ 40.1 

Results of Acquired Operations

The results of the acquired operations of Kiwi II have been included in our Unaudited Condensed Consolidated Financial Statements since the acquisition date of January 8, 2026.

For the period from January 8, 2026 through April 4, 2026, Kiwi II contributed revenues of $18.1 and net loss of $1.4. We did not present pro-forma revenues or net income for the prior three month period ended March 29, 2025 as we consider these to be immaterial.