Business Combinations and Asset Acquisitions

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Business Combination Disclosure [Text Block]

Note 3 - Acquisition of Orscheln Farm and Home, LLC and Related Divestitures

On October 12, 2022, the Company completed its acquisition of Orscheln, which expands the Company's footprint in the Midwest part of the United States. Pursuant to the agreement governing the Transaction, the Company acquired 100% of the equity interest in Orscheln, inclusive of 166 Orscheln stores, the Orscheln corporate headquarters, and the Orscheln distribution center, for an all-cash purchase price of $397.7 million, exclusive of cash acquired. The acquisition was financed with cash-on-hand and Revolving Credit Facility borrowings under the 2022 Senior Credit Facility (as defined below).

In order to obtain regulatory approval for the Orscheln acquisition, the FTC required the Company to divest of 85 stores, which were sold to two buyers, Bomgaars Supply, Inc. (“Bomgaars”) (73 stores) and Buchheit Enterprises, Inc. (“Buchheit”) (12 stores) (collectively, the “Buyers”), on October 12, 2022, concurrently with the closing of the acquisition. Net proceeds of the store divestitures were $69.4 million. In addition, the Company has agreed to sell the Orscheln corporate headquarters and distribution center to Bomgaars for $10 million within 15 months after the closing of the acquisition.

In conjunction with the store divestitures to Bomgaars and Buchheit, the Company entered into a transition services agreement with both Bomgaars and Buchheit, under which we will provide certain transition services to Bomgaars and Buchheit, and such agreements will remain in place until the earlier of 12 months following the date of the agreements or the date at which all stores have been converted to the Buyers' respective brands. Under the terms of the transition services agreements, the Company agreed to provide transition services to Bomgaars and Buchheit, both and each respectively, for information technology support and infrastructure, finance and accounting, tax, treasury, human resources, marketing, logistics, warehousing, and inventory replenishment. For the quarter and year-to-date period ended December 31, 2022, the Company was reimbursed $4.8 million for such transition services, which is included in Selling, general, and administrative expenses. Such reimbursements largely offset related expenses incurred to service the transition services agreements.

Preliminary Allocation of the Purchase Price

For the Orscheln acquisition, the Company has applied the acquisition method of accounting in accordance with ASC 805, “Business Combinations,” with respect to the identifiable assets and liabilities of Orscheln, which have been measured at estimated fair value as of the date of the business combination.

The aggregate purchase price noted above was allocated to the identifiable assets acquired and liabilities assumed based upon their estimated fair values at the acquisition date, primarily using Level 2 and Level 3 inputs (see Note 1 for an explanation of Level 2 and Level 3 inputs). These fair value estimates represent management’s best estimate of future cash flows (including sales, cost of sales, income taxes, etc.), discount rates, competitive trends, market comparables, and other factors. Inputs used were generally determined from historical data supplemented by current and anticipated market conditions and growth rates.

Although the determination of the preliminary fair values are substantially complete, certain fair value estimates are based on preliminary information and are subject to change during the measurement period, which ends once the Company has determined that it has obtained all necessary information that existed as of the acquisition date or has determined that such information is unavailable and cannot extend beyond one year from the acquisition date. At December 31, 2022, the fair values that are based on preliminary information relate primarily to inventory and certain working capital adjustments. The excess of the consideration transferred over the fair value of the identifiable assets, net of liabilities, is recorded as goodwill, which is indicative of the expected synergies from combining the operations of Orscheln with Tractor Supply stores and the expanded footprint that Orscheln brings in the Midwest part of the United States.

The purchase consideration and preliminary estimated fair value of Orscheln’s net assets acquired on October 12, 2022 are shown below (in thousands). The assets and liabilities of the 85 divested stores (which were concurrently divested on October 12, 2022), along with the Orscheln corporate headquarters and the Orscheln distribution center, are shown as held for sale in the fair value of assets acquired and liabilities assumed.


Fair value of assets acquired	Preliminary allocation of the purchase price
Cash and cash equivalents	$	6,935
Accounts receivable	277
Inventories	168,663
Prepaid expenses and other current assets	7,222
Property and equipment	13,328
Lease right of use assets	82,755
Deferred income taxes	18,481
Assets held for sale	173,554
Other assets	160
Less: liabilities assumed
Accounts payable	80,323
Accrued liabilities	20,291
Short-term lease liabilities	5,986
Long-term lease liabilities	70,626
Liabilities held for sale	94,190
Goodwill	197,742
Total fair value of considerations transferred	$	397,700

The resulting goodwill of $197.7 million is deductible for income tax purposes and represents the expected synergies from combining the operations of Orscheln with Tractor Supply stores and the expanded footprint that Orscheln brings in the Midwest part of the United States.

Transaction costs related to the Orscheln acquisition were expensed as incurred and are included in selling, general, and administrative expenses in the Consolidated Statements of Income.

The results of operations of Orscheln have been included in the Consolidated Financial Statements since the date of acquisition.