Business Combinations and Asset Acquisitions

12 Months Ended

Dec. 30, 2023

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 acquisition, 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 $393.4 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 sold the Orscheln corporate headquarters and distribution center to Bomgaars for $10.0 million in the third quarter of fiscal 2023.

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 provided certain transition services to Bomgaars and Buchheit, and such agreements remained in place until 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 fiscal year ended December 30, 2023, the Company was reimbursed $11.8 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.

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.

The purchase consideration and 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, 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.


(in thousands)	Amounts Recognized as of Acquisition Date		Measurement Period Adjustments		Amounts Recognized as of December 30, 2023
Fair value of assets acquired
Cash and cash equivalents	$	6,935	$	—	$	6,935
Accounts receivable	277		—		277
Inventories	168,663		(22,871)		145,792
Prepaid expenses and other current assets	7,222		(1,351)		5,871
Property and equipment	13,328		1,804		15,132
Lease right of use assets	82,755		—		82,755
Deferred income taxes	18,481		8,852		27,333
Assets held for sale	173,554		—		173,554
Other assets	160		(14)		146
Less: liabilities assumed
Accounts payable	80,323		344		80,667
Accrued liabilities	20,291		6,644		26,935
Short-term lease liabilities	5,986		—		5,986
Long-term lease liabilities	70,626		—		70,626
Liabilities held for sale	94,190		—		94,190
Goodwill	197,742		16,258		214,000
Total fair value of considerations transferred	$	397,700	$	(4,310)	$	393,390

Note: Amounts may not sum to totals due to rounding.

The $214.0 million goodwill shown above represents the expected synergies from combining the operations of Orscheln with Tractor Supply stores and the expanded footprint that Orscheln brings in the U.S. Midwest. Approximately $130.3 million of this goodwill is deductible for income tax purposes.

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.