v3.26.1
Acquisitions
 6 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions Acquisitions
CWMF Acquisition

On January 1, 2026, the Company completed the acquisition of CWMF, LLC ("CWMF"), a manufacturer of portable and stationary asphalt plant equipment and parts. The total cash consideration paid by the Company for the CWMF acquisition was $70.1 million, and was funded by a combination of incremental borrowings on the Company's credit facilities and cash on hand. The acquisition increases production capacity in the Company's Infrastructure Solutions segment. Pro forma financial information is not included since the acquisition is not significant.

Acquisition-related costs of $0.4 million were expensed as incurred during the six months ended June 30, 2026. These costs are recorded in "Selling, general and administrative expenses" in the Consolidated Statements of Operations. Additionally, $0.4 million related to the amortization of acquisition-related inventory fair-value step-up was recorded in "Cost of sales" during the six months ended June 30, 2026.

The following table summarizes the preliminary purchase price allocation for the acquisition, which is subject to change as the Company continues to evaluate the fair value of the assets acquired and liabilities assumed:

(in millions)Amount
Payment to equity holders$68.3 
Transaction expenses paid on behalf of the seller1.8 
Aggregate purchase consideration70.1 
Identifiable assets acquired:
Cash, cash equivalents and restricted cash2.1 
Inventories11.9 
Other current assets1.1 
Property and equipment, net14.9 
Intangible assets, net31.1 
Total assets acquired61.1 
Total liabilities assumed12.9 
Total identifiable net assets48.2 
Goodwill$21.9 
The preliminary purchase price allocation presented above was based on management's estimate of the fair values of the acquired assets and assumed liabilities using valuation techniques including the income, market and cost approaches. The goodwill is attributable to the differences between the estimated fair value of the consideration transferred and the estimated fair value of the assets acquired and liabilities assumed. The goodwill is expected to be deductible for tax purposes.

The following table summarizes the identifiable definite-lived intangible assets acquired. All intangible assets acquired in the CWMF acquisition are subject to amortization:

(in millions except useful lives)Fair ValueEstimated Useful Life (in years)
Customer relationships$25.9 7
Trade names4.5 10
Other0.7 5
Total identifiable definite-lived intangible assets acquired$31.1 

TerraSource Acquisition

On July 1, 2025 (the "Closing Date"), the Company completed the acquisition of TerraSource Holdings, LLC ("TerraSource"), a market-leading manufacturer of material processing equipment and related aftermarket parts serving complementary crushing, screening and separation applications. Pursuant to the acquisition, the Company acquired 100% of the equity interests of TerraSource. The total cash consideration paid by the Company for the TerraSource acquisition was $252.6 million. The acquisition provides the Company with access to adjacent markets in materials processing equipment and related aftermarket parts. The acquired TerraSource business is included in the Company's Materials Solutions reportable segment.

The Company financed the purchase price and related fees and expenses using net proceeds from a credit agreement entered into with Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto from time to time.

Total acquisition-related costs of $6.7 million were expensed as incurred related to the acquisition, of which $1.4 million and $2.1 million were incurred during the three and six months ended June 30, 2025, respectively. These costs are recorded in "Selling, general and administrative expenses" in the Consolidated Statements of Operations. Additionally, $0.2 million and $1.2 million related to the amortization of acquisition-related inventory fair-value step-up was recorded in "Cost of sales" during the three and six months ended June 30, 2026, respectively.

In the first quarter of 2026, the Company recorded an adjustment of $2.1 million related to a refined valuation of deferred tax liabilities, which was offset in goodwill. In the second quarter of 2026, the Company recorded adjustments totalling $2.2 million, related to deferred tax and other liabilities, which were offset in goodwill, to finalize the purchase price allocation.
The following table summarizes the purchase price allocation for the acquisition:

(in millions)Amount
Payment to equity holders$176.6 
Payment of TerraSource's outstanding debt71.9 
Transaction expenses paid on behalf of the seller4.1 
Aggregate purchase consideration252.6 
Identifiable assets acquired:
Cash, cash equivalents and restricted cash3.7 
Trade receivables, contract assets and other receivables, net21.4 
Inventories58.4 
Other current assets10.8 
Property and equipment, net20.4 
Intangible assets, net127.2 
Other long-term assets6.3 
Total assets acquired248.2 
Identifiable liabilities assumed:
Current liabilities45.7 
Long-term liabilities36.2 
Total liabilities assumed81.9 
Total identifiable net assets166.3 
Goodwill$86.3 

The purchase price allocation presented above was based on management's estimate of the fair values of the acquired assets and assumed liabilities using valuation techniques including the income, market and cost approaches. The goodwill is attributable to the differences between the fair value of the consideration transferred and the estimated fair value of the assets acquired and liabilities assumed. Goodwill of $17.4 million was deductible for tax purposes.

The following table summarizes the identifiable definite-lived intangible assets acquired. All intangible assets acquired in the TerraSource acquisition are subject to amortization:

(in millions except useful lives)Fair ValueEstimated Useful Life (in years)
Trade names$7.8 10
Patents5.0 10
Customer relationships110.0 10
Other4.4 
3 - 5
Total identifiable definite-lived intangible assets acquired$127.2 

Pro Forma Financial Information

The following unaudited pro forma summary information reflects the consolidated results of the Company's operations as if the acquisition had been completed on January 1, 2024. The information presented below is provided for illustrative purposes only and does not purport to represent what the Company's consolidated results of operations would have been had the acquisition actually occurred as of January 1, 2024.

(in millions)Three Months Ended June 30, 2025Six Months Ended June 30, 2025
Revenue$363.8 $726.6 
Net income10.4 23.3 

These pro forma amounts have been calculated after applying the Company's accounting policies and adjusting to illustrate the impact of amortization and depreciation expense related to acquired intangible and tangible assets, respectively, incremental
interest costs on the borrowings used to fund the acquisition, amortization of an increase in the fair value of inventory acquired, transaction costs and the related tax impact associated with these adjustments.