XML 30 R21.htm IDEA: XBRL DOCUMENT v3.23.1
ACQUISITIONS AND DIVESTITURES
3 Months Ended
Mar. 31, 2023
ACQUISITIONS AND DIVESTITURES [Abstract]  
ACQUISITIONS AND DIVESTITURES Note 16: Acquisitions and Divestitures

BUSINESS ACQUISITIONS

2023 BUSINESS ACQUISITIONS — Through the three months ended March 31, 2023, we completed no business acquisitions.

2022 BUSINESS ACQUISITIONSDuring the first quarter of 2022, we acquired operations in Texas for total consideration of $193.5 million ($148.2 million cash and $45.3 million noncash). For the full year 2022, we purchased the following operations for total consideration of $594.6 million ($529.2 million cash and $65.4 million noncash):

California — eight aggregates, four asphalt mix and seven ready-mixed concrete operations

Texas — five aggregates operations

Virginia — four ready-mixed concrete operations and two idle ready-mixed concrete sites

Honduras — an aggregates operation serving limited markets along the Gulf Coast

The fair value of consideration transferred for these 2022 acquisitions and the preliminary amounts (pending final working capital adjustments) of assets acquired and liabilities assumed as of March 31, 2023 are summarized below:

in millions

Fair Value of Purchase Consideration

Cash

$        528.6 

Payable to seller

65.4 

Total fair value of purchase consideration

$        594.0 

Identifiable Assets Acquired and Liabilities Assumed

Accounts and notes receivable, net

$          28.0 

Inventories

15.3 

Other current assets

2.1 

Property, plant & equipment

501.1 

Intangible assets

Contractual rights in place

68.8 

Deferred income taxes, net

(12.5)

Other liabilities assumed

(21.3)

Net identifiable assets acquired

$        581.5 

Goodwill

$          12.5 

As a result of the 2022 acquisitions, we recognized $68.8 million of amortizable intangible assets and $12.5 million of goodwill. The amortizable intangible assets will be amortized against earnings over a weighted-average of 15 years and will be deductible for income tax purposes over 15 years. The $12.5 million of goodwill recognized represents deferred tax liabilities generated from carrying over the seller’s tax basis in the assets acquired. None of goodwill recognized will be deductible for income tax purposes.

DIVESTITURES AND PENDING DIVESTITURES

We had no significant divestitures through the three months ended March 31, 2023.

In 2022, we sold:

Fourth quarter – concrete operations in New Jersey, New York and Pennsylvania resulting in a third quarter impairment charge of $67.8 million and a fourth quarter loss on sale of $17.4 million (the assets were written down to fair value less cost to sell in the third quarter)

Third quarter – excess real estate in Southern California resulting in a pretax gain of $23.5 million

No material assets met the criteria for held for sale at March 31, 2023, December 31, 2022 or March 31, 2022.