Divestitures, Discontinued Operations and Assets and Liabilities Held for Sale

9 Months Ended

Sep. 30, 2023

Business Combinations [Abstract]

Divestitures, Discontinued Operations and Assets and Liabilities Held for Sale

2.Divestitures, Discontinued Operations and Assets and Liabilities Held for Sale

Divestitures

On August 24, 2023, the Company announced a definitive agreement to sell the Tehachapi, California cement plant to UNACEM Corp S.A.A. In connection with the anticipated divestiture, as of September 30, 2023, the Company recorded a $21.9 million charge in discontinued operations with a corresponding valuation allowance for the related assets held for sale (disclosed in the tables below). The sale of the Tehachapi cement plant was completed on October 31, 2023.

On May 3, 2023, the Company divested its Stockton cement import terminal in California.

On June 30, 2022, the Company completed the sale of the Redding, California cement plant, related cement distribution terminals and 14 California ready-mixed concrete operations for $235 million in cash.

On April 1, 2022, the Company divested its Colorado and Central Texas ready-mixed concrete operations to Smyrna Ready Mix Concrete LLC. The transaction resulted in a pretax gain of $151.9 million, which was included in Other operating income, net, for the nine months ended September 30, 2022 and was inclusive of expenses incurred due to the divestiture. The divested operations and the gain on divestiture are reported in the West Group.

Discontinued Operations

Since October 1, 2021 and through the respective divestiture dates, the California cement businesses have been classified as assets held for sale on the Company’s consolidated balance sheets and the associated financial results have been reported as discontinued operations on the consolidated statements of earnings.

For the nine months ended September 30, 2023, discontinued operations included the Company's Tehachapi, California cement plant and the Stockton, California cement import terminal through the May 3, 2023 divestiture. Discontinued operations for the nine months ended September 30, 2022 also included the Company's Redding, California cement plant, related cement distribution terminals and 14 California ready-mixed concrete operations that were sold in June 2022.

Financial results for the Company's discontinued operations are as follows:

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2023			2022		2023			2022
	(Dollars in Millions)
Total revenues	$	27.2		$	62.4	$	86.4		$	268.8
Pretax earnings (loss) from discontinued operations	$	3.9		$	4.7	$	(14.6	)	$	21.1
Pretax (loss) gain on divestitures and sales    of assets		(21.9	)		0.7		(19.6	)		(0.3	)
Pretax (loss) earnings		(18.0	)		5.4		(34.2	)		20.8
Income tax (benefit) expense		(4.4	)		1.3		(8.4	)		6.5
(Loss) Earnings from discontinued operations,    net of income tax (benefit) expense	$	(13.6	)	$	4.1	$	(25.8	)	$	14.3

Total cash used for operating activities related to discontinued operations was $9.1 million for the nine months ended September 30, 2023. Total cash provided by investing activities related to discontinued operations was $53.0 million for the nine months ended September 30, 2023, which included $57.5 million of proceeds from divestitures and sales of assets and $4.5 million of cash used for capital expenditures. Total cash used for operating activities related to discontinued operations for the nine months ended September 30, 2022 was $35.8 million. Total cash provided by investing activities related to discontinued operations for the nine months ended September 30, 2022 was $236.7 million, which included $249.9 million of proceeds from divestitures and $13.2 million of cash used for capital expenditures.

Assets and Liabilities Held for Sale

Assets and liabilities held for sale at September 30, 2023 primarily included a cement plant in Tehachapi, California that was sold on October 31, 2023 and certain investment properties. At December 31, 2022, assets and liabilities held for sale also included the Stockton, California cement import terminal that was sold in May 2023.

Assets and liabilities held for sale are as follows:

	September 30, 2023								December 31, 2022
	Continuing Operations		Discontinued Operations			Total			Continuing Operations		Discontinued Operations			Total
	(Dollars in Millions)
Inventories, net	$	—	$	25.8		$	25.8		$	—	$	31.3		$	31.3
Investment land		19.4		—			19.4			40.6		—			40.6
Other assets		—		0.6			0.6			—		1.3			1.3
Total current assets held for sale	$	19.4	$	26.4		$	45.8		$	40.6	$	32.6		$	73.2
Property, plant and equipment	$	—	$	87.2		$	87.2		$	—	$	124.5		$	124.5
Intangible assets, excluding goodwill		—		208.5			208.5			—		208.5			208.5
Operating lease right-of-use assets		—		6.1			6.1			—		12.1			12.1
Goodwill		—		31.9			31.9			—		31.9			31.9
Valuation allowance for loss on sale		—		(26.4	)		(26.4	)		—		(4.5	)		(4.5	)
Total noncurrent assets held for sale	$	—	$	307.3		$	307.3		$	—	$	372.5		$	372.5
Lease obligations	$	—	$	(1.3	)	$	(1.3	)	$	—	$	(4.5	)	$	(4.5	)
Total current liabilities held for sale	$	—	$	(1.3	)	$	(1.3	)	$	—	$	(4.5	)	$	(4.5	)
Lease obligations	$	—	$	(2.5	)	$	(2.5	)	$	—	$	(4.1	)	$	(4.1	)
Asset retirement obligations		—		(17.6	)		(17.6	)		—		(17.7	)		(17.7	)
Total noncurrent liabilities held    for sale	$	—	$	(20.1	)	$	(20.1	)	$	—	$	(21.8	)	$	(21.8	)