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Acquisitions
12 Months Ended
Dec. 31, 2022
Business Combinations [Abstract]  
Acquisitions

25. Acquisitions

 

Acquisition of C.H.I.

 

On June 24, 2022, Nucor used cash on hand to acquire the assets of C.H.I. for a purchase price, net of cash acquired, of approximately $3.00 billion. C.H.I. is a leading manufacturer of overhead doors for residential and commercial markets in the United States and Canada. Commercial overhead doors are used in warehousing and retail, areas that Nucor has focused its attention on recently through other value-added products such as insulated metal panels (CENTRIA, Metl-Span and TrueCore brands) and steel racking solutions (Nucor Warehouse Systems). It is expected that the C.H.I. acquisition also will benefit from Nucor’s recent paint line investments at its Hickman, Arkansas and Crawfordsville, Indiana sheet mills. The C.H.I. financial results are included as part of the steel products segment (see Note 22) beginning on June 24, 2022, the date Nucor acquired it.

 

We allocated the purchase price for C.H.I. 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 C.H.I. as of June 24, 2022, the date of acquisition (in thousands):

 

Cash

 

$

159,066

 

Accounts receivable

 

 

73,549

 

Inventory

 

 

52,515

 

Other current assets

 

 

18,177

 

Property, plant and equipment

 

 

117,392

 

Goodwill

 

 

1,037,173

 

Other intangible assets

 

 

2,389,180

 

Other assets

 

 

9,559

 

Total assets acquired

 

 

3,856,611

 

Current liabilities

 

 

75,146

 

Deferred income taxes

 

 

578,019

 

Other liabilities

 

 

7,509

 

Total liabilities assumed

 

 

660,674

 

Net assets acquired

 

$

3,195,937

 

 

 

The following table summarizes the purchase price allocation to the identifiable intangible assets of C.H.I. as of June 24, 2022, the date of acquisition (in thousands, except years):

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

Average Life

Customer relationships

 

$

2,242,000

 

 

25 years

Trade name

 

 

147,000

 

 

13 years

Backlog

 

 

180

 

 

1 year

 

 

$

2,389,180

 

 

 

 

The goodwill of $1.04 billion 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 $5.6 million, all of which is deductible for tax purposes. Pro-forma results of operations for the Company would not be materially different as a result of the acquisition of C.H.I. and, therefore, this information is not presented.

 

Acquisition of CSI

 

On February 1, 2022, Nucor used cash on hand to acquire a 51% controlling ownership position in CSI by purchasing a 50% equity interest from a subsidiary of Vale S.A. for a cash purchase price of approximately $400.0 million, adjusted for net debt and working capital at closing, as well as a 1% equity interest from JFE Steel Corporation. CSI is a flat-rolled steel converter located in California with the capability to produce more than two million tons of finished steel and steel products annually. The company has five product lines, including hot rolled, pickled and oiled, cold rolled, galvanized and electric resistance welded (“ERW”) pipe. Key end-use markets served by CSI include customers in the construction, service center and energy industries. We believe this acquisition helps give Nucor a strong presence in the Western region of the United States and grows our ability to produce a wide range of value-added sheet products. The CSI financial results were included as part of the steel mills segment (see Note 22) beginning on February 1, 2022, the date Nucor acquired its 51% controlling ownership position.

 

We allocated the purchase price for CSI 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 100% of the assets and liabilities of CSI, as well as the fair value of the 49% noncontrolling interest not acquired by Nucor, as of February 1, 2022, the date Nucor acquired its 51% controlling ownership position (in thousands):

 

Cash

 

$

98,537

 

Accounts receivable

 

 

159,257

 

Inventory

 

 

354,614

 

Other current assets

 

 

5,298

 

Property, plant and equipment

 

 

566,714

 

Goodwill

 

 

62,011

 

Other intangible assets

 

 

 

Other assets

 

 

7,071

 

Total assets acquired

 

 

1,253,502

 

Current portion of long-term debt

 

 

9,826

 

Other current liabilities

 

 

162,808

 

Long-term debt due after one year

 

 

67,866

 

Other liabilities

 

 

139,947

 

Total liabilities assumed

 

 

380,447

 

Net assets acquired at 100%

 

 

873,055

 

Less: Fair value of noncontrolling interest

 

 

427,797

 

Net assets acquired at 51%

 

$

445,258

 

 

 

The determination of the fair value of the noncontrolling interest was calculated using the implied value of 100% of the enterprise value of the business using the purchase price as the purchase price did not include a control premium on a per-share basis and the noncontrolling interest shareholder will participate equally in the economic benefits of CSI after the acquisition.

 

The goodwill of $62.0 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 mills segment (see Note 8). The goodwill is attributable to the assembled workforce acquired, expanding our Western United States presence and CSI’s value-added product capabilities. None of the goodwill is deductible for tax purposes.  Pro-forma results of operations for the Company would not be materially different as a result of the acquisition of CSI and, therefore, this information is not presented.

 

Acquisition of IMP Business of Cornerstone

 

On August 9, 2021, Nucor used cash on hand to acquire the assets of the insulated metal panels, or, 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) beginning on August 9, 2021, the date Nucor acquired it.

 

We have allocated the purchase price for the IMP business to its individual assets acquired and liabilities assumed.

  

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

 

 

47,037

 

Inventory

 

 

73,000

 

Other current assets

 

 

4,478

 

Property, plant and equipment

 

 

102,966

 

Goodwill

 

 

480,167

 

Other intangible assets

 

 

364,000

 

Other assets

 

 

13,515

 

Total assets acquired

 

 

1,085,163

 

Current liabilities

 

 

46,620

 

Other liabilities

 

 

12,855

 

Total liabilities assumed

 

 

59,475

 

Net assets acquired

 

$

1,025,688

 

 

 

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 name

 

 

45,000

 

 

10 years

Backlog

 

 

10,000

 

 

1 year

.

 

$

364,000

 

 

 

 

 

The goodwill of $480.2 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 $480.2 million, all of which is deductible for tax purposes.  Pro-forma results of operations for the Company would not be materially different as a result of the acquisition of the IMP business and, therefore, this information is not presented.

 

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.  Hannibal’s financial results are included as part of the steel products segment (see Note 22) beginning on August 20, 2021, the date Nucor acquired it.

 

We have allocated the purchase price for Hannibal to its individual assets acquired and liabilities assumed.

 

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 name

 

 

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. Pro-forma results of operations for the Company would not be materially different as a result of the acquisition of Hannibal and, therefore, this information is not presented.

 

 

 

Other Acquisitions

 

Other smaller acquisitions, exclusive of purchase price adjustments made and net of cash acquired, totaled approximately $169.6 million, $134.8 million and $88.1 million in 2022, 2021 and 2020, respectively. Pro-forma results of operations for the Company would not be materially different if the aggregate acquisitions made during 2022, 2021 and 2020 were included and, therefore, this information is not presented.