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ACQUISITIONS AND DIVESTITURES
9 Months Ended
Sep. 30, 2023
ACQUISITIONS AND DIVESTITURES [Abstract]  
ACQUISITIONS AND DIVESTITURES Note 16: Acquisitions and Divestitures

BUSINESS ACQUISITIONS

2023 BUSINESS ACQUISITIONS — Through the nine months ended September 30, 2023, we completed no business acquisitions.

2022 BUSINESS ACQUISITIONSThrough the nine months ended September 30, 2022, we acquired operations in California, Texas, Virginia and Honduras for total consideration of $593.4 million ($528.0 million cash and $65.4 million noncash). For the full year 2022, including adjustments made in the current year, we purchased the following operations for total consideration of $593.7 million ($528.3 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 amounts of assets acquired and liabilities assumed as of September 30, 2023 are summarized below:

in millions

Fair Value of Purchase Consideration

Cash

$        528.3 

Payable to seller

65.4 

Total fair value of purchase consideration

$        593.7 

Identifiable Assets Acquired and Liabilities Assumed

Accounts and notes receivable, net

$          30.5 

Inventories

15.3 

Other current assets

2.1 

Property, plant & equipment

504.5 

Intangible assets

Contractual rights in place

61.4 

Deferred income taxes, net

(12.4)

Other liabilities assumed

(20.1)

Net identifiable assets acquired

$        581.3 

Goodwill

$          12.4 

As a result of the 2022 acquisitions, we recognized $61.4 million of amortizable intangible assets and $12.4 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 $12.4 million of goodwill recognized represents deferred tax liabilities generated from carrying over the seller’s tax basis in the assets acquired. None of the goodwill recognized will be deductible for income tax purposes.

DIVESTITURES AND PENDING DIVESTITURES

In 2023, we sold:

Second quarter – real estate associated with a former recycled concrete facility in Illinois resulting in a pretax gain of $15.2 million

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

The probable divestiture of our concrete operations in Texas is presented as assets held for sale in the accompanying Condensed Consolidated Balance Sheet at September 30, 2023. In addition, the divestiture of our concrete operations in New Jersey, New York and Pennsylvania in November 2022 was presented as assets held for sale in the accompanying Condensed Consolidated Balance Sheet at September 30, 2022. The major classes of assets and liabilities classified as held for sale as of September 30 are as follows:

September 30

December 31

September 30

in millions

2023

2022

2022

Held for Sale (Concrete Segment)

Inventory

$         18.6 

$           0.0 

$           6.1 

Land and land improvements, net

39.7 

0.0 

21.7 

Buildings, machinery and equipment, net

114.6 

0.0 

81.3 

Operating leases, net

9.9 

0.0 

115.0 

Finance leases, net

18.1 

0.0 

17.2 

Amortizable intangible assets, net

164.7 

0.0 

66.7 

Goodwill

157.8 

Less: reserve for assets held for sale

(28.3)

0.0 

(16.9)

Total assets held for sale

$       495.1 

$           0.0 

$       291.1 

Current operating lease liabilities

$         (0.7)

$           0.0 

$         (5.6)

Current finance lease liabilities

0.0 

0.0 

(4.6)

Noncurrent operating lease liabilities

(9.4)

0.0 

(93.4)

Noncurrent finance lease liabilities

0.0 

0.0 

(7.5)

Total liabilities held for sale

$       (10.1)

$           0.0 

$     (111.1)

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