v3.26.1
Business Combination
 6 Months Ended
Jul. 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 is based on currently available information and is considered preliminary. The primary areas that remain preliminary include assets and liabilities related to finalization of net working capital and total consideration transferred. There were no material measurement period adjustments made during the three months ended July 4, 2026. 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)
SegmentNorth America
Consideration transferred
Cash paid$98.8 
Total purchase consideration, net of cash acquired$98.8 
Recognized amounts of identifiable assets acquired
Accounts receivable$14.5 
Contract assets3.7 
Property and equipment2.3 
Inventory0.9 
Prepaid assets0.3 
Identifiable intangible assets40.1 
Recognized amounts of identifiable liabilities assumed
Accounts payable(4.6)
Other liabilities(2.7)
Total identifiable net assets$54.5 
Goodwill44.3 
Total net assets acquired$98.8 

We recognized preliminary estimated goodwill related to the Kiwi II Acquisition of $44.3. 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 April 5, 2026 through July 4, 2026 and from January 8, 2026 through July 4, 2026, Kiwi II contributed revenues of $19.2 and $37.3 and net loss of $3.8 and $5.2, respectively, inclusive of amortization of acquired identified intangible assets. We did not present pro-forma revenues or net income for the prior three and six month periods ended June 28, 2025 as we consider these to be immaterial.