v3.22.4
ACQUISITIONS
9 Months Ended
Dec. 31, 2022
Business Combinations [Abstract]  
ACQUISITIONS

(C) ACQUISITIONS

ConAgg Acquisition

On April 22, 2022, we purchased the assets of a readymix concrete and aggregates business (the ConAgg Acquisition). The purchase price of the ConAgg Acquisition was approximately $121.2 million, which was paid in April 2022. During August 2022, we finalized the working capital adjustment, which resulted in a reduction in the purchase price of approximately $1.0 million. After this reduction, the purchase price for the ConAgg Acquisition was approximately $120.2 million. The purchase price and expenses incurred in connection with the ConAgg Acquisition were funded through borrowings under our revolving credit facility. Operations related to the ConAgg Acquisition are included in the Concrete and Aggregates business in our segment reporting from April 22, 2022, through December 31, 2022.

The following table summarizes the allocation of the Purchase Price to assets acquired and liabilities assumed:

 

 

 

 

 

 

Fair Value

 

Working Capital

 

$

10,780

 

Property, Plant, and Equipment

 

 

39,489

 

Intangible Assets

 

 

30,750

 

Goodwill

 

 

39,135

 

Total Purchase Price

 

$

120,154

 

 

The estimated useful lives assigned to Property, Plant, and Equipment range from 5 to 30 years, while the estimated useful lives assigned to Intangible Assets range from 2 to 15 years.

The following table presents the Revenue and Operating Earnings related to the ConAgg Acquisition that has been included in our Consolidated Statement of Earnings from April 22, 2022, through December 31, 2022.

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended

 

 

For the Nine Months Ended

 

 

 

December 31, 2022

 

 

 

(dollars in thousands)

 

Revenue

 

$

9,779

 

 

$

34,694

 

Operating Earnings

 

$

(346

)

 

$

1,297

 

 

Operating Earnings shown above for the three and nine months ended December 31, 2022, include approximately $2.1 million and $6.1 million related to depreciation and amortization, respectively. Additionally, Operating Earnings for the nine months ended December 31, 2022, were negatively affected by approximately $2.1 million related to the recording of acquired inventories at fair value. There was no effect on the quarter ended December 31, 2022, as all the acquired inventory was sold by the end of the fiscal second quarter.

Terminal Acquisition

On September 16, 2022, we acquired a cement distribution terminal located in Nashville, Tennessee (the Terminal Acquisition). The purchase price of the Terminal Acquisition was approximately $39.5 million. The purchase price allocation has not been finalized. The Terminal Acquisition was funded through borrowings under our revolving credit facility. Operations related to the Terminal Acquisition are included in the Cement business in our segment reporting from September 16, 2022, through December 31, 2022.

 

The following table summarizes the preliminary allocation of the Purchase Price of the Terminal Acquisition to the assets acquired and liabilities assumed as of December 31, 2022:

 

 

 

 

 

 

Estimated Fair Value

 

Working Capital

 

$

1,116

 

Property, Plant, and Equipment

 

 

23,301

 

Intangible Assets

 

 

2,589

 

Goodwill

 

 

12,439

 

Total Purchase Price

 

$

39,445

 

The estimated useful lives assigned to Property, Plant, and Equipment range from 5 to 25 years, while the estimated useful lives assigned to Intangible Assets range from 2 to 15 years.