XML 34 R15.htm IDEA: XBRL DOCUMENT v3.23.2
ACQUISITIONS, DISPOSTIONS, GOODWILL AND INTANGIBLES
6 Months Ended
Jul. 01, 2023
Business Acquisition [Line Items]  
ACQUISITIONS, DISPOSTIONS, GOODWILL AND INTANGIBLES ACQUISITIONS, DISPOSITIONS, GOODWILL AND INTANGIBLES
 
The financial results of each acquisition have been included in the Company’s consolidated results of operations beginning on the respective closing dates of the acquisitions. The Company measures all assets acquired and liabilities assumed at their acquisition-date fair value. Goodwill acquired during a business combination has an indefinite life and is not amortized.

The following table summarizes the Company’s acquisitions by region and period:

Six months endedYear ended
July 1, 2023December 31, 2022
West— 
East

The purchase price allocation, primarily the valuation of property, plant and equipment for the acquisitions completed during the six months ended July 1, 2023, as well as the acquisitions completed during 2022 that occurred after July 2, 2022, have not yet been finalized due to the recent timing of the acquisitions, status of the valuation of property, plant and
equipment and finalization of related tax returns. The following table summarizes aggregated information regarding the fair values of the assets acquired and liabilities assumed as of the respective acquisition dates:

Six months endedYear ended
July 1, 2023    December 31, 2022
Financial assets$13,104 $297 
Inventories6,521 161 
Property, plant and equipment137,394 30,041 
Other assets458 1,116 
Financial liabilities(11,925)(1,120)
Other long-term liabilities(768)(1,589)
Net assets acquired144,784 28,906 
Goodwill94,564 — 
Purchase price239,348 28,906 
Acquisition-related liabilities— (6,176)
Other(1,682)— 
Net cash paid for acquisitions$237,666 $22,730 

Changes in the carrying amount of goodwill, by reportable segment, from December 31, 2022 to July 1, 2023 are summarized as follows:
 WestEastCement
Total  
Balance—December 31, 2022$566,389 $361,501 $204,656 $1,132,546 
Acquisitions (1)94,564 — — 94,564 
Foreign currency translation adjustments1,358 — — 1,358 
Balance—July 1, 2023$662,311 $361,501 $204,656 $1,228,468 
_______________________________________________________________________
(1) Reflects goodwill from 2023 acquisitions.

The Company’s intangible assets subject to amortization are primarily composed of operating permits, mineral lease agreements and reserve rights. Operating permits relate to permitting and zoning rights acquired outside of a business combination. The assets related to mineral lease agreements reflect the submarket royalty rates paid under agreements, primarily for extracting aggregates. The values were determined as of the respective acquisition dates by a comparison of market-royalty rates. The reserve rights relate to aggregate reserves to which the Company has certain rights of ownership, but does not own the reserves. The intangible assets are amortized on a straight-line basis over the lives of the leases or permits. The following table shows intangible assets by type and in total:

 July 1, 2023December 31, 2022
 Gross
 Carrying
 Amount
Accumulated
 Amortization
Net
 Carrying
 Amount
Gross
 Carrying
 Amount
Accumulated
 Amortization
Net
 Carrying
 Amount
Operating permits$38,677 $(4,926)$33,751 $38,677 $(4,109)$34,568 
Mineral leases17,778 (7,228)10,550 18,091 (7,056)11,035 
Reserve rights25,586 (4,608)20,978 25,242 (3,872)21,370 
Other4,994 (559)4,435 4,877 (466)4,411 
Total intangible assets$87,035 $(17,321)$69,714 $86,887 $(15,503)$71,384 
 
Amortization expense totaled $0.9 million and $1.8 million for the three and six months ended July 1, 2023, respectively, and $0.8 million and $1.8 million for the three and six months ended July 2, 2022, respectively. The estimated amortization expense for the intangible assets for each of the five years subsequent to July 1, 2023 is as follows:
2023 (six months)$1,999 
20244,006 
20253,965 
20263,916 
20273,904 
20283,906 
Thereafter48,018 
Total$69,714 
Summit Materials, LLC  
Business Acquisition [Line Items]  
ACQUISITIONS, DISPOSTIONS, GOODWILL AND INTANGIBLES ACQUISITIONS, DISPOSITIONS, GOODWILL AND INTANGIBLES
 
The financial results of each acquisition have been included in the Company’s consolidated results of operations beginning on the respective closing dates of the acquisitions. The Company measures all assets acquired and liabilities assumed at their acquisition-date fair value. Goodwill acquired during a business combination has an indefinite life and is not amortized.

The following table summarizes the Company’s acquisitions by region and period:

Six months endedYear ended
July 1, 2023December 31, 2022
West— 
East2
 
The purchase price allocation, primarily the valuation of property, plant and equipment for the acquisitions completed during the six months ended July 1, 2023, as well as the acquisitions completed during 2022 that occurred after July 2, 2022, have not yet been finalized due to the recent timing of the acquisitions, status of the valuation of property, plant and equipment and finalization of related tax returns. The following table summarizes aggregated information regarding the fair values of the assets acquired and liabilities assumed as of the respective acquisition dates:
Six months endedYear ended
July 1, 2023    December 31, 2022
Financial assets$13,104 $297 
Inventories6,521 161 
Property, plant and equipment137,394 30,041 
Other assets458 1,116 
Financial liabilities(11,925)(1,120)
Other long-term liabilities(768)(1,589)
Net assets acquired144,784 28,906 
Goodwill94,564 — 
Purchase price239,348 28,906 
Acquisition-related liabilities— (6,176)
Other(1,682)— 
Net cash paid for acquisitions$237,666 $22,730 

Changes in the carrying amount of goodwill, by reportable segment, from December 31, 2022 to July 1, 2023 are summarized as follows:
 WestEastCement
Total  
Balance—December 31, 2022$567,389 $361,501 $204,656 $1,133,546 
Acquisitions (1)94,564 — — 94,564 
Foreign currency translation adjustments1,358 — — 1,358 
Balance—July 1, 2023$663,311 $361,501 $204,656 $1,229,468 
_______________________________________________________________________
(1) Reflects goodwill from 2023 acquisitions.

The Company’s intangible assets subject to amortization are primarily composed of operating permits, mineral lease agreements and reserve rights. Operating permits relate to permitting and zoning rights acquired outside of a business combination. The assets related to mineral lease agreements reflect the submarket royalty rates paid under agreements, primarily for extracting aggregates. The values were determined as of the respective acquisition dates by a comparison of market-royalty rates. The reserve rights relate to aggregate reserves to which the Company has certain rights of ownership, but does not own the reserves. The intangible assets are amortized on a straight-line basis over the lives of the leases or permits. The following table shows intangible assets by type and in total:
 
 July 1, 2023December 31, 2022
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Operating permits$38,677 $(4,926)$33,751 $38,677 $(4,109)$34,568 
Mineral leases17,778 (7,228)10,550 18,091 (7,056)11,035 
Reserve rights25,586 (4,608)20,978 25,242 (3,872)21,370 
Other4,994 (559)4,435 4,877 (466)4,411 
Total intangible assets$87,035 $(17,321)$69,714 $86,887 $(15,503)$71,384 
 
Amortization expense totaled $0.9 million and $1.8 million for the three and six months ended July 1, 2023, respectively, and $0.8 million and $1.8 million for the three and six months ended July 2, 2022, respectively The estimated amortization expense for the intangible assets for each of the five years subsequent to July 1, 2023 is as follows:
 
2023 (six months)$1,999 
20244,006 
20253,965 
20263,916 
20273,904 
20283,906 
Thereafter48,018 
Total$69,714