XML 21 R10.htm IDEA: XBRL DOCUMENT
v3.25.2

Acquisitions | 6 Months Ended
--- | ---
Jun. 30, 2025
Acquisitions |
Acquisitions | Note 2. Acquisitions ​ 2024 Acquisitions ​ We acquired each of Cooksey Iron & Metal Company on February 1, 2024; American Alloy Steel, Inc. and Mid-West Materials, Inc. on April 1, 2024; and certain assets of the FerrouSouth division of Ferragon Corporation on August 16, 2024, with cash on hand. Included in our net sales for the first six months of 2025 and 2024 were combined net sales of $193.9 million and $115.1 million, respectively, from our 2024 acquisitions. ​ Our 2024 acquisitions have increased our capacity and enhanced our product, customer and geographic diversification. We have not diversified outside our core business of providing metal distribution and processing solutions since inception. ​ The aggregate allocation of the purchase prices for our 2024 acquisitions to the fair values of the assets acquired and liabilities assumed was as follows: ​
​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ |  | (in millions)
Cash | ​ | ​ | ​ | $ | 5.6
Accounts receivable | ​ | ​ | ​ | ​ | 44.9
Inventories | ​ | ​ | ​ | ​ | 109.9
Prepaid expenses and other current assets | ​ | ​ | ​ | ​ | 1.0
Property, plant and equipment | ​ | ​ | ​ | ​ | 107.5
Operating lease right-of-use assets | ​ | ​ | ​ | ​ | 19.2
Goodwill | ​ | ​ | ​ | ​ | 59.5
Intangible assets subject to amortization | ​ | ​ | ​ | ​ | 39.5
Intangible assets not subject to amortization | ​ | ​ | ​ | ​ | 41.4
Total assets acquired | ​ | ​ | ​ | ​ | 428.5
Deferred income taxes | ​ | ​ | ​ | ​ | 6.7
Operating lease liabilities | ​ | ​ | ​ | ​ | 15.1
Other current and long-term liabilities | ​ | ​ | ​ | ​ | 33.4
Total liabilities assumed | ​ | ​ | ​ | ​ | 55.2
Noncontrolling interest | ​ | ​ | ​ | ​ | 0.3
Net assets acquired | ​ | ​ | ​ | $ | 373.0
​ Summary purchase price allocation information for all acquisitions ​ All of the acquisitions discussed in this note have been accounted for under the acquisition method of accounting and, accordingly, each purchase price has been allocated to the assets acquired and liabilities assumed based on the estimated fair values at the date of each acquisition. The accompanying consolidated statements of income include the revenues and expenses of each acquisition since its respective acquisition date. The consolidated balance sheets reflect the allocations of each acquisition’s purchase price as of June 30, 2025. The measurement periods for purchase price allocations do not exceed 12 months from the acquisition date. ​ As part of the purchase price allocations for the 2024 acquisitions, we allocated $41.4 million to the trade names acquired. We determined that each of the trade names acquired in connection with these acquisitions had indefinite lives since their economic lives are expected to approximate the life of each company acquired. We recorded other identifiable intangible assets related to customer relationships for the 2024 acquisitions of $39.3 million with weighted average lives of 13.1 years and non-compete agreements of $0.2 million with lives of 5.0 years. The goodwill arising from our 2024 acquisitions predominantly consists of expected strategic benefits, including enhanced financial and operational scale, as well as expansion of acquired product and processing know-how across our enterprise. Goodwill of $35.1 million from our 2024 acquisitions is expected to be deductible for income tax purposes. ​ Pro forma financial information for all acquisitions ​ Pro forma financial results reflect our consolidated results of operations as if our 2024 acquisitions had occurred as of January 1, 2023, after the effect of certain adjustments, including lease cost fair value adjustments, amortization of inventory step-down to fair value adjustments included in cost of sales, depreciation and amortization of certain identifiable property, plant and equipment and intangible assets. Pro forma results for the second quarter and first six months of 2024 have been provided for comparative purposes only and are not indicative of what would have occurred had the 2024 acquisitions been made as of January 1, 2023 or of any potential results which may occur in the future. ​ Pro forma net sales were $3,648.0 million and $7,394.5 million for the second quarter and first six months of 2024, respectively. The differences between our reported and pro forma results for the second quarter and first six months of 2024 were not significant.

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration