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ACQUISITIONS
12 Months Ended
Dec. 30, 2023
Business Combinations [Abstract]  
ACQUISITIONS

NOTE 2. ACQUISITIONS

Since 2017, the Company has been acquiring profitable regional office supply distribution businesses to expand its reach and distribution network into geographic areas that were previously underserved. In 2023, the Company acquired two small independent regional office supply distribution businesses in the U.S. Of these two acquisitions, one was completed in the first quarter of 2023 and the other was completed in the fourth quarter of 2023. The Company’s strategy has been to acquire businesses with purchase prices ranging from $5 million to $15 million, which are individually insignificant to the Company. The businesses acquired were consistent with acquisitions of similar sized businesses in the past and the acquisitions were primarily funded with cash on hand.

The acquisitions were treated as a purchase in accordance with ASC 805, Business Combinations (“ASC 805”) which requires allocation of the purchase price to the estimated fair values of assets and liabilities acquired in the transactions including goodwill and other intangible assets. The Company has performed a preliminary purchase price allocation of the aggregate purchase price to the estimated fair values of assets and liabilities acquired in the transactions. The preliminary purchase price allocation for the acquired office supply distribution businesses include $7 million of goodwill. An immaterial amount of the aggregate purchase price was allocated to working capital accounts, and $4 million was allocated to a customer relationship intangible. These assets and liabilities are included in the Consolidated Balance Sheet as of December 30, 2023. As additional information is obtained about these assets and liabilities within the measurement period (not to exceed one year from the dates of acquisition), the Company will refine its estimates of fair value to allocate the purchase price. The operating results of the acquired businesses are combined with the Company’s operating results subsequent to their purchase dates and are included in the ODP Business Solutions Division, as described in Note 4. Certain disclosures set forth under ASC 805, including supplemental pro forma financial information, are not disclosed because the operating results of the acquired businesses are not material to the Company.

Under the business combinations accounting guidance, merger and integration costs are not included as components of consideration transferred. Instead, they are accounted for as expenses in the period in which the costs are incurred. Transaction-related expenses are included in the Merger, restructuring and other operating expenses, net line in the Consolidated Statements of Operations. Refer to Note 3 for additional information about the merger, restructuring and other operating expenses incurred in 2023.