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Acquisitions
12 Months Ended
Dec. 31, 2021
Business Combinations [Abstract]  
Acquisitions

25. Acquisitions

 

Acquisition of IMP Business of Cornerstone

 

On August 9, 2021, Nucor used cash on hand to acquire the assets of the IMP business of Cornerstone Building Brands, Inc. (“Cornerstone”) for a purchase price of $1.00 billion. The Company believes this acquisition will broaden the value-added solutions that Nucor Buildings group provides to targeted end markets such as warehousing, distribution and data centers. We expect these end-use markets to continue to grow in the coming years and that the use of IMP products within them will also increase. IMPs facilitate cost-effective climate control in the built environment and reduce energy usage and overall operations-related GHG emissions for owners and lessees. The acquired IMP business is comprised of two industry leading brands, CENTRIA and Metl-Span, and has seven manufacturing facilities located throughout North America, complementing Nucor’s existing IMP business, TrueCore, LLC. The IMP business financial results are included as part of the steel products segment (see Note 22).

 

We have allocated the purchase price for the IMP business to its individual assets acquired and liabilities assumed. While the purchase price allocation is substantially complete, it is still preliminary and subject to change.

 

 

The following table summarizes the fair values of the assets acquired and liabilities assumed of the IMP business as of August 9, 2021, the date of acquisition (in thousands):

 

Cash

 

$

 

Accounts receivable

 

 

49,869

 

Inventory

 

 

73,000

 

Other current assets

 

 

4,478

 

Property, plant and equipment

 

 

102,966

 

Goodwill

 

 

468,849

 

Other intangible assets

 

 

364,000

 

Other assets

 

 

13,515

 

Total assets acquired

 

$

1,076,677

 

Current liabilities

 

 

45,320

 

Other liabilities

 

 

12,855

 

Total liabilities assumed

 

$

58,175

 

Net assets acquired

 

$

1,018,502

 

 

The following table summarizes the purchase price allocation to the identifiable intangible assets of the IMP business as of August 9, 2021, the date of acquisition (in thousands, except years):

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

Average Life

Customer relationships

 

$

309,000

 

 

10 years

Trademarks and trade names

 

 

45,000

 

 

10 years

Backlog

 

 

10,000

 

 

1 year

 

 

$

364,000

 

 

 

 

The goodwill of $468.8 million is calculated as the excess of the purchase price over the fair values of the assets acquired and liabilities assumed and has been allocated to the steel products segment (see Note 8). The goodwill is attributable to expected synergies within the steel products segment. Goodwill recognized for tax purposes was $468.8 million, all of which is deductible for tax purposes.

 

Acquisition of Hannibal

 

On August 20, 2021, Nucor used cash on hand to acquire Hannibal for a purchase price of $370.0 million. Nucor purchased 100% of Hannibal's outstanding shares from its Employee Stock Ownership Plan. Hannibal is a leading national provider of steel racking solutions to warehouses. We expect that Hannibal’s business, serving customers in the e-commerce, industrial, food storage and retail segments, will also continue to grow in the coming years. Hannibal has manufacturing facilities in Los Angeles and Houston, as well as three distribution centers.

 

We have allocated the purchase price for Hannibal to its individual assets acquired and liabilities assumed. While the purchase price allocation is substantially complete, it is still preliminary and subject to change.

 

 

The following table summarizes the fair values of the assets acquired and liabilities assumed of Hannibal as of August 20, 2021, the date of acquisition (in thousands):

 

Cash

 

$

124,655

 

Accounts receivable

 

 

115,728

 

Inventory

 

 

65,005

 

Other current assets

 

 

2,113

 

Property, plant and equipment

 

 

116,955

 

Goodwill

 

 

84,922

 

Other intangible assets

 

 

201,700

 

Other assets

 

 

8,776

 

Total assets acquired

 

$

719,854

 

Current liabilities

 

 

228,750

 

Finance lease obligations

 

 

80,124

 

Other liabilities

 

 

13,155

 

Total liabilities assumed

 

$

322,029

 

Net assets acquired

 

$

397,825

 

 

The following table summarizes the purchase price allocation to the identifiable intangible assets of Hannibal as of August 20, 2021, the date of acquisition (in thousands, except years):

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

Average Life

Customer relationships

 

$

144,000

 

 

10 years

Trademarks and trade names

 

 

26,000

 

 

7 years

Backlog

 

 

31,700

 

 

1 year

 

 

$

201,700

 

 

 

 

The goodwill of $84.9 million is calculated as the excess of the purchase price over the fair values of the assets acquired and liabilities assumed and has been allocated to the steel products segment (see Note 8). The goodwill is attributable to expected synergies within the steel products segment. Goodwill recognized for tax purposes was $84.9 million, all of which is deductible for tax purposes. Hannibal’s financial results are included as part of the steel products segment (see Note 22).

 

Together, the acquisitions of the IMP business and Hannibal reflect the Company’s strategy to target the fastest growing segments of steel intensive construction markets.

 

The results of operations for the IMP business of Cornerstone and Hannibal, upon the respective effective dates of the transactions, have been included in the accompanying consolidated financial statements.  Pro-forma results of operations of the Company would not be materially different as a result of the acquisitions of the IMP business of Cornerstone and Hannibal and, therefore, this information is not presented.

 

Other Acquisitions

 

Other smaller acquisitions, exclusive of purchase price adjustments of acquisitions made and net of cash acquired, totaled $134.8 million in 2021, $88.1 million in 2020 and $83.1 million in 2019.