XML 29 R13.htm IDEA: XBRL DOCUMENT v3.25.1
ACQUISITIONS
12 Months Ended
Mar. 31, 2025
Business Combinations [Abstract]  
ACQUISITIONS

(B) ACQUISITIONS

Western Pennsylvania Acquisition

On January 7, 2025, we purchased Bullskin Stone & Lime, LLC, an aggregates business located in Western Pennsylvania (the Western Pennsylvania Acquisition), which will be accounted for under the acquisition method. The purchase price of the Pennsylvania Acquisition was approximately $150.0 million, subject to customary post-closing adjustments. The purchase price was funded through borrowings under our Revolving Credit Facility. Operations related to the Pennsylvania Acquisition are included in the Concrete and Aggregates business in our segment reporting from January 7, 2025, through March 31, 2025.

The following table summarizes the preliminary allocation of the purchase price to the fair value of assets acquired and liabilities assumed (based on Level 3 inputs) as of March 31, 2025. Adjustments to the preliminary purchase price allocation could be significant, particularly with respect to Intangible Assets and Property, Plant, and Equipment.

 

 

 

 

 

 

 

 

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts Receivable

 

$

 

1,443

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Inventories

 

 

 

3,354

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prepaid and Other Current Assets

 

 

 

229

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, Plant, and Equipment

 

 

 

35,097

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intangible Assets

 

 

 

39,400

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts Payable and Accrued Liabilities

 

 

 

(327

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Long-term Liabilities

 

 

 

(792

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Net Assets Acquired

 

 

 

78,404

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

 

 

71,565

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Purchase Price

 

$

 

149,969

 

 

 

 

 

 

 

 

 

The estimated useful lives assigned to Property, Plant, and Equipment range from 5 to 30 years. Goodwill represents the excess purchase price over the fair value of the assets acquired and the liabilities assumed. The Goodwill was generated by the availability of co-product sales and the opportunity associated with the expansion of our Aggregates business to the Western Pennsylvania region of the United States. All Goodwill generated from the Western Pennsylvania Acquisition is deductible for income tax purposes.

The following table is a summary of the fair value estimates of the identifiable intangible assets and their weighted-average useful lives:

 

 

 

 

 

 

 

 

 

 

 

Weighted-Average Life

 

 

Estimated Fair Value
(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer Relationships

 

 

15

 

 

 

 

38,900

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade Name and Technology

 

 

5

 

 

 

 

500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Intangible Assets

 

 

 

 

$

 

39,400

 

 

 

 

 

 

 

 

 

 

The following table presents the Revenue and Operating Loss related to the Western Pennsylvania Acquisition that has been included in our Consolidated Statement of Earnings from January 7, 2025 through March 31, 2025.

 

 

 

For the Year Ended March 31, 2025

 

 

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

 

4,111

 

 

 

 

 

 

 

 

 

 

 

Operating Loss

 

$

 

(1,321

)

 

 

 

 

 

Included in Operating Loss shown above is approximately $1.7 million and $1.9 million related to depreciation and amortization and the recording of inventories at fair value, respectively.

Northern Kentucky Acquisition

On August 9, 2024, we purchased the assets of an aggregates operation in Battletown, Kentucky (the Northern Kentucky Acquisition), which was accounted for under the acquisition method. The purchase price of the Northern Kentucky Acquisition was approximately $24.9 million, which was funded through borrowings under our Revolving Credit Facility. Operations related to the Northern Kentucky Acquisition are included in the Concrete and Aggregates business in our segment reporting from August 9, 2024, through March 31, 2025.

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

 

 

 

 

 

 

 

 

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Inventory

 

$

 

1,067

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, Plant, and Equipment

 

 

 

18,237

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lease Right-of-Use Assets

 

 

 

757

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intangible Assets

 

 

 

1,309

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accrued Liabilities

 

 

 

(71

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Lease Obligations

 

 

 

(757

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Long-term Liabilities

 

 

 

(1,422

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Net Assets Acquired

 

 

 

19,120

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

 

 

5,761

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Purchase Price

 

$

 

24,881

 

 

 

 

 

 

 

 

 

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 are 15 years. All goodwill generated from the Northern Kentucky Acquisition is deductible for income tax purposes.

The following table presents the Revenue and Operating Loss related to the Northern Kentucky Acquisition that has been included in our Consolidated Statement of Earnings from August 9, 2024 through March 31, 2025.

 

 

 

 

 

 

 

 

For the Year Ended March 31, 2025

 

 

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

 

7,487

 

 

 

 

 

 

 

 

 

 

 

Operating Loss

 

$

 

(1,012

)

 

 

 

 

 

 

Included in Operating Loss shown above is approximately $1.7 million and $0.7 million related to depreciation and amortization and the recording of inventories at fair value, respectively.