v3.26.1
ACQUISITIONS
 9 Months Ended
May 31, 2026
Business Combination [Abstract]  
Acquisition
NOTE 2. ACQUISITIONS
The Company accounts for business combinations by recognizing the assets acquired and liabilities assumed at the acquisition date fair value. In valuing certain acquired assets and liabilities, fair value estimates were determined using Level 3 inputs, including expected future cash flows and discount rates. While the Company uses its best estimates and assumptions as a part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, the Company’s estimates are inherently uncertain and subject to refinement. The results of operations of the acquired businesses are reflected in the Company’s condensed consolidated financial statements from the applicable acquisition date. The financial statements are not retrospectively adjusted for any adjustments that occur during the allowable one-year measurement period (the "Measurement Period"). Rather, any adjustments to provisional amounts identified during the Measurement Period will be recorded in the reporting period in which the adjustment is determined.

During the quarter ended February 28, 2026, we acquired two businesses in the precast concrete industry. Precast concrete and concrete pipe products (together, the "precast platform") are construction components formed by pouring concrete into a reusable mold that contains steel reinforcement, then curing it in a controlled manufacturing environment. The component is then transported in its final form to a construction site for installation. This process produces durable, ready-to-use components of reliable quality that can be installed quickly, saving time and requiring less labor than pour-in-place techniques. The precast platform provides mission-critical applications often for site infrastructure such as utility connections, water supply and stormwater management.

The Company completed the acquisition of all of the issued and outstanding equity securities of the entities that own Foley Products Company, LLC ("Foley" and such transaction, the “Foley Acquisition”) on December 15, 2025 (the "Foley Acquisition Date"). Foley is a supplier of precast concrete solutions primarily operating across nine states within the Southeastern U.S. Foley offers products that are used in drainage, water management, dry utility and road construction applications across residential infrastructure, non-residential and infrastructure end markets. The entities that owned Foley were holding companies with no substantial operations. The total purchase price was approximately $1.84 billion, all paid in cash, subject to customary purchase price adjustments. The Foley Acquisition was funded from a portion of the proceeds of the issuance of the 2033 Notes and the 2035 Notes (both as defined in Note 8, Credit Arrangements) in November 2025. Operating results for Foley since the Foley Acquisition Date are included within the Company's Construction Solutions Group segment. For more information on the 2033 Notes and the 2035 Notes, see Note 8, Credit Arrangements.

Additionally, the Company completed the acquisition of all of the issued and outstanding equity securities of Concrete Pipe and Precast, LLC ("CP&P"), a supplier of precast concrete solutions to the U.S. Mid-Atlantic and South Atlantic markets, on December 1, 2025 (the "CP&P Acquisition Date"). The total purchase price, all paid in cash, was approximately $675 million, subject to customary purchase price adjustments, and was funded through cash on-hand. Operating results for CP&P since the CP&P Acquisition Date are included within the Company's Construction Solutions Group segment.

See below for details regarding the fair values of assets acquired and liabilities assumed, including intangible assets and goodwill, as a result of these business combinations.

Foley Acquisition

The table below presents the preliminary fair value and measurement period adjustments that were allocated to Foley's assets and liabilities as of the Foley Acquisition Date based upon fair values as determined by the Company. Final determination of fair values may result in further adjustments to the values presented in the following table:
(in thousands)Estimated Fair Value as of Acquisition DateMeasurement Period AdjustmentsEstimated Fair Value
Cash$9,890 $— $9,890 
Accounts receivable60,089 (26)60,063 
Inventories35,846 562 36,408 
Other current assets1,823 — 1,823 
Property, plant and equipment244,728 — 244,728 
Intangible assets194,800 — 194,800 
Goodwill1,332,481 682 1,333,163 
Other noncurrent assets4,225 (10)4,215 
Accounts payable-trade, accrued expenses and other payables(18,247)(1,222)(19,469)
Deferred income taxes(12,000)— (12,000)
Other long-term liabilities(4,227)14 (4,213)
Total assets acquired and liabilities assumed$1,849,408 $— $1,849,408 

Inventories

The acquired inventory consists of raw materials, finished goods and an insignificant amount of purchased products for resale. The fair value of raw materials and purchased products for resale approximates the historical carrying value and was calculated based on the estimated replacement cost. The fair value of finished goods was determined by a comparison of estimated selling prices less costs to sell and historical profits. The total purchase accounting inventory adjustment recognized during the nine months ended May 31, 2026 was $2.7 million, which was reflected as cost of goods sold as the related inventory was sold.

Property, Plant and Equipment

The fair value of real and personal property was calculated primarily using the cost approach. The cost approach measures the value by estimating the cost to acquire or construct comparable assets and adjusts for age and condition. The Company assigned real property a useful life ranging from 2 to 38 years and assigned personal property a useful life ranging from 1 to 20 years.

Goodwill and Intangible Assets

Goodwill from the Foley Acquisition represents the excess of the purchase price over the fair value of net assets acquired. The goodwill recognized in connection with the Foley Acquisition reflects the value of the acquired business’s well‑established operations, skilled workforce and history of disciplined execution, which are not separately identifiable or measurable. Goodwill also reflects the strategic importance of the acquired business to the Company’s overall portfolio. The Company added $1.3 billion of goodwill related to the Foley Acquisition in 2026. The majority of the $1.3 billion of recognized goodwill is deductible over 15 years for tax purposes, which creates associated deferred tax balances post closing.

The acquired intangible assets consist of:

(in thousands)Useful LifePreliminary Fair Value
Customer relationships10 years$140,700 
Contract backlog1 year48,500 
Trade name5 years5,600 
Total intangible assets$194,800 

The fair value of customer relationships for precast offerings and the contract backlog were calculated using the income approach, under the multi-period excess earnings method. This method considers the incremental after-tax cash flows attributable only to the subject intangible asset after deducting contributory asset charges. Customer relationships for pipe offerings were valued using the income approach, under the with-and-without method. The with-and-without method considers opportunity costs associated with lost profits in the absence of the existing customer base.
The fair value of the trade name was calculated using the income approach, under the relief from royalty method. The relief from royalty method considers revenue derived from the corporate and product-specific trade names, the strength and relevance of the trade names in the marketplace and management’s plans to utilize the trade names going forward.

Other Assets Acquired and Liabilities Assumed

The Company used historical carrying values for trade accounts receivable and payables, as well as certain other current and noncurrent assets and liabilities, as their carrying values represented the fair value of those items as of the Foley Acquisition Date.

Financial Results

The following table summarizes the financial results of Foley from the Foley Acquisition Date through May 31, 2026, that are included in the Company’s condensed consolidated statement of earnings and condensed consolidated statement of comprehensive income.

(in thousands)From the Foley Acquisition Date to May 31, 2026
Net sales$158,073 
Earnings before income taxes
15,214 

Pro Forma Supplemental Information

Supplemental information on an unaudited pro forma basis is presented below as if the Foley Acquisition occurred on September 1, 2024. The pro forma financial information is presented for comparative purposes only, based on certain factually supported estimates and assumptions, which the Company believes to be reasonable, but not necessarily indicative of future results of operations or the results that would have been reported if the Foley Acquisition had been completed on September 1, 2024. These results were not used as part of management's analysis of the financial results and performance of the Company. The pro forma adjustments do not reflect anticipated synergies, but rather include the nonrecurring impact of additional cost of sales from revalued inventory and the recurring income statement effects of fair value adjustments, such as depreciation and amortization. Further adjustments were made to remove the impact of Foley's interest expense on debt not assumed, as well as acquisition and integration expenses (note that acquisition costs are included in selling, general, and administrative expenses). We also included interest related to the 2033 Notes and the 2035 Notes that were underwritten to finance the Foley Acquisition. The resulting tax effects of the business combination are also reflected below.

Three Months Ended May 31,Nine Months Ended May 31,
(in thousands)2026202520262025
Pro forma net sales$2,483,245 $2,127,253 $6,860,649 $5,989,935 
Pro forma net earnings (loss)
180,714 74,849 477,809 (109,929)

The pro forma results presented above include, but are not limited to, the adjustments outlined in following paragraphs. An adjustment was made to remove the impact of $21.6 million of acquisition and integration expenses from the nine months ended May 31, 2026, and include this balance in the earliest period presented. Pro forma net earnings (loss) include additional interest expense associated with the 2033 Notes and the 2035 Notes that would have been incurred had the acquisition occurred on September 1, 2024, and was partially offset by the removal of the interest expense that Foley would not have incurred, as the acquisition included the elimination of existing Foley debt. These adjustments resulted in $23.5 million of additional interest expense in the nine months ended May 31, 2026, and $27.0 million and $75.3 million of additional interest expense in the three and nine months ended May 31, 2025, respectively.

The pro forma results also reflect decreased amortization expense from revalued intangible assets of $12.1 million and $18.1 million in the three and nine months ended May 31, 2026, respectively, primarily as a result of the removal of amortization expense related to the contract backlog intangible asset which has a one-year useful life, offset by increases to amortization expense from other new intangible assets previously mentioned. Amortization expense increased by $15.6 million and $46.9 million in the three and nine months ended May 31, 2025, respectively, primarily as a result of including amortization expense related to the contract backlog intangible asset in the earliest period presented. The pro forma results for the nine months ended May 31, 2025, reflect an adjustment of $2.7 million of increased cost of goods sold as a result of the revaluation of inventory, which was removed from the three and nine months ended May 31, 2026.
Due to a computation error in determining the Pro forma net sales and Pro forma net earnings (loss) included in Company’s unaudited condensed consolidated interim financial statements for the three and six months ended February 28, 2026 and 2025 previously filed on March 31, 2026, Pro forma net sales was overstated by $75.1 million during both the three and six months ended February 28, 2026 and Pro forma net earnings was overstated $5.4 million and $5.9 million in the three and six months ended February 28, 2026, respectively. We evaluated the errors and, based on an analysis of quantitative and qualitative factors, determined that the errors were not material to the prior reporting periods affected. The errors had no impact on any amounts presented in a previously issued balance sheet, statement of earnings (loss) or statement of cash flows for any prior periods. The amounts presented above include the corrected pro forma net sales and pro forma net earnings for the nine months ended May 31, 2026.

CP&P Acquisition

The table below presents the preliminary fair value and measurement period adjustments that were allocated to CP&P's assets and liabilities as of the CP&P Acquisition Date based upon fair values as determined by the Company. Final determination of fair values may result in further adjustments to the values presented in the following table:

(in thousands)Estimated Fair Value as of Acquisition DateMeasurement Period AdjustmentsEstimated Fair Value
Cash$434 $— $434 
Accounts receivable38,745 (342)38,403 
Inventories35,764 1,078 36,842 
Other current assets712 — 712 
Property, plant and equipment81,718 (320)81,398 
Intangible assets125,600 — 125,600 
Goodwill415,083 1,133 416,216 
Other noncurrent assets8,309 — 8,309 
Accounts payable-trade, accrued expenses and other payables(22,556)(1,549)(24,105)
Other long-term liabilities(6,814)— (6,814)
Total assets acquired and liabilities assumed$676,995 $— $676,995 

Inventories

The acquired inventory consists of raw materials, purchased products for resale and finished goods. The fair value of raw materials and purchased products for resale approximates the historical carrying value and was calculated based on the estimated replacement cost. The fair value of finished goods was determined by a comparison of estimated selling prices less costs to sell and historical profits. The total purchase accounting inventory adjustment recognized during the nine months ended May 31, 2026, was $4.0 million, which was reflected as cost of goods sold as the related inventory was sold.

Property, Plant and Equipment

The fair value of personal property was calculated primarily using the cost approach, as defined above. No real property was acquired in the CP&P Acquisition. The Company assigned personal property a useful life ranging from 1 to 20 years.

Goodwill and Intangible Assets

Goodwill from the CP&P Acquisition represents the excess of the purchase price over the fair value of net assets acquired. The factors contributing to the amount of goodwill recognized are consistent with the factors discussed above. The Company added $416.2 million of goodwill related to the CP&P Acquisition in 2026. The recognized goodwill for tax purposes is $584.1 million and is deductible over 15 years which created associated deferred tax balances post-closing.

The acquired intangible assets consist of:
(in thousands)Life in YearsPreliminary Fair Value
Customer relationships10 years$91,500 
Contract backlog1 year30,500 
Trade name5 years3,600 
Total intangible assets$125,600 

The fair value of customer relationships for precast offerings and the contract backlog were calculated using the income approach, under the multi-period excess earnings method. Customer relationships for pipe offerings were valued using the income approach, under the with-and-without method. The fair value of the trade name was calculated using the income approach, under the relief from royalty method. Each approach is defined above.

Other Assets Acquired and Liabilities Assumed

The Company used historical carrying values for trade accounts receivable and payables, as well as certain other current and noncurrent assets and liabilities, as their carrying values represented the fair value of those items as of the CP&P Acquisition Date. Other current and noncurrent assets and liabilities primarily relate to lease balances that are further discussed in Note 7, Leases.

Financial Results

The following table summarizes the financial results of CP&P from the CP&P Acquisition Date through May 31, 2026 that are included in the Company’s condensed consolidated statement of earnings and condensed consolidated statement of comprehensive income.

(in thousands)From the CP&P Acquisition Date to May 31, 2026
Net sales$162,214 
Earnings before income taxes
9,411 

Pro Forma Supplemental Information

Supplemental information on an unaudited pro forma basis is presented below as if the CP&P Acquisition occurred on September 1, 2024. The pro forma financial information is presented for comparative purposes only, based on certain factually supported estimates and assumptions, which the Company believes to be reasonable, but not necessarily indicative of future results of operations or the results that would have been reported if the CP&P Acquisition had been completed on September 1, 2024. These results were not used as part of management's analysis of the financial results and performance of the Company. The pro forma adjustments do not reflect anticipated synergies, but rather include the nonrecurring impact of additional cost of sales from revalued inventory and the recurring income statement effects of fair value adjustments, such as depreciation and amortization. Further adjustments were made to remove acquisition and integration expenses (note that acquisition costs are included in selling, general and administrative expenses). The resulting tax effects of the business combination are also reflected below.

Three Months Ended May 31,Nine Months Ended May 31,
(in thousands)2026202520262025
Pro forma net sales$2,483,245 $2,092,435 $6,808,330 $5,876,078 
Pro forma net earnings (loss)
176,925 89,033 475,504 (73,572)

The pro forma results presented above include, but are not limited to, the adjustments outlined below. An adjustment was made to remove the impact of $12.4 million of acquisition and integration expenses from the nine months ended May 31, 2026, and include this balance in the earliest period presented. Results also reflect decreased amortization expense from revalued intangible assets of $7.6 million and $13.8 million in the three and nine months ended May 31, 2026, respectively, primarily as a result of the removal of amortization expense related to the contract backlog intangible asset which has a one-year useful life, offset by increases to amortization expense from other new intangible assets previously mentioned. Amortization expense increased by $9.1 million and $27.3 million in the three and nine months ended May 31, 2025, respectively, primarily as a result of including amortization expense related to the contract backlog intangible asset in the earliest period presented.
Additionally, the pro forma results for the nine months ended May 31, 2025 include $4.0 million of increased cost of goods sold as a result of the revaluation of inventory, which was removed from the three and nine months ended May 31, 2026.