Acquisitions and Dispositions

12 Months Ended

Dec. 31, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

Acquisitions and Dispositions

Acquisitions

The following acquisitions were accounted for as business combinations in accordance with ASC 805 - Business Combinations. The results of the business combinations have been included in the Company's Consolidated Financial Statements beginning on the acquisition dates.

Acquisitions are also subject to customary adjustments based on, among other things, the amount of cash, debt and working capital in the business as of the closing date. The amounts included in the Consolidated Balance Sheets for these adjustments are considered provisional until final settlement has occurred.

Strata Corporation

On March 7, 2025, we completed the acquisition of Strata Corporation, a leading construction materials and contracting services provider in North Dakota and northwestern Minnesota. The purchase of Strata includes operations that expand our aggregates, ready-mix and asphalt operations, as well as our trucking fleet, locomotives and railcars, in our current geographic locations. The purchase price for Strata totaled $454.0 million and was subject to post-closing adjustments. The results of Strata are included in our Central segment.

The estimated fair value of the assets acquired and liabilities assumed were final as of December 31, 2025. Post closing, we continued to gather information to finalize the valuation of these assets and liabilities. The fair values were considered provisional until final fair values were determined during the measurement period. We recorded adjustments to the estimated fair value of assets acquired and liabilities assumed, including working capital balances, estimated fair value of identifiable intangible assets, property, plant and equipment, total consideration and goodwill. We utilized market and cost approaches to estimate the fair value of the property, plant and equipment, excluding aggregate reserves. The fair value of aggregate reserves and intangible assets were determined using the income approach. All estimates, key assumptions, and forecasts were either provided by or reviewed by management. We engaged third-party valuation firms to assist in the analysis and valuation of the assets of Strata. While we chose to utilize third-party valuation firms, the fair value analysis and related valuations represent the conclusions of management and not the conclusions or statements of any third party.

The excess of the total purchase price over the fair value of assets acquired and liabilities assumed was allocated to goodwill. We believe that the goodwill relates to several factors, including potential synergies related to market opportunities for multiple product offerings and economies of scale expected from combining our operations with the business acquired.

The final allocation of the aggregate purchase price for Strata is as follows, which has been updated as of December 31, 2025, to include measurement period adjustments for updated fair values of certain assets, working capital adjustments and reclassification of assets held for sale to property, plant and equipment.


	As of March 7, 2025		Measurement Period Adjustment		As of December 31, 2025
	(In thousands)
Assets
Current assets:
Cash and cash equivalents	$	7,906	$	732	$	8,638
Receivables, net	3,751		1,005		4,756
Contract assets	9,013		196		9,209
Inventories	36,355		(277)		36,078
Assets held for sale	21,093		(2,726)		18,367
Prepayments and other current assets	4,850		477		5,327
Total current assets	82,968		(593)		82,375
Noncurrent assets:
Property, plant and equipment	266,370		8,201		274,571
Goodwill	152,329		(5,368)		146,961
Other intangible assets	13,600		(700)		12,900
Operating lease right-of-use assets	53		—		53
Total noncurrent assets	432,352		2,133		434,485
Total assets acquired	$	515,320	$	1,540	$	516,860
Liabilities
Current liabilities:
Accounts payable	$	3,312	$	202	$	3,514
Contract liabilities	921		(324)		597
Current operating lease liabilities	29		—		29
Other accrued liabilities	21,378		(8,145)		13,233
Total current liabilities	25,640		(8,267)		17,373
Noncurrent liabilities:
Deferred income taxes	45,092		5,193		50,285
Other noncurrent liabilities	3,293		898		4,191
Total noncurrent liabilities	48,385		6,091		54,476
Total liabilities assumed	$	74,025	$	(2,176)	$	71,849
Total consideration (fair value)	$	441,295	$	3,716	$	445,011

Intangible assets for Strata, as of the date of acquisition, included $8.8 million for customer backlog with an amortization period of 9 months and $4.1 million for permits with an amortization period of 10 years upon commencement of operations.

Revenue attributable to Strata included in our Consolidated Statements of Operations for the year ended December 31, 2025 was $198.7 million and net income was not meaningful.

Other Acquisitions

During 2025, we completed the following acquisitions:

•A Washington aggregate quarry operation in the West segment which included a bargain purchase gain of $3.5 million, net of deferred taxes of $1.3 million, and was recorded in other income on the Consolidated Statement of Operations. We reviewed the fair values of the assets acquired and liabilities assumed and determined that the purchase would result in a gain being recognized at the time of the acquisition. We believe the bargain purchase gain was primarily the result of the sellers’ desire to exit quickly due to cash flow constraints which were limiting their ability to operate the business efficiently. In the fourth quarter of 2025, we finalized the purchase accounting and no material adjustments were made.

•An Oregon aggregates and contracting company in the West segment which included a $5.4 million holdback liability. The fair value of the assets acquired and liabilities assumed are still provisional.

•A central Minnesota aggregates and contracting services business in the Central segment. The fair value of the assets acquired and liabilities assumed are still provisional.

•A Texas aggregates and ready-mix concrete supplier in the Central segment. The fair value of the assets acquired and liabilities assumed are still provisional.

The aggregated purchase consideration of these four acquisitions was $177.2 million. These acquisitions were not considered material separately or in the aggregate. The acquisitions resulted in the recognition of $22.1 million of current assets; $98.7 million of assets in property, plant and equipment; $3.1 million of operating lease right-of-use assets; $75.6 million of goodwill; $5.2 million of intangible assets, which included $100,000 of non-compete agreements, $1.1 million of backlog and $4.0 million of customer relationships; $13.4 million of current liabilities; $1.3 million deferred income tax liability and $9.3 million of noncurrent liabilities - other.

During 2024, we completed four acquisitions with an aggregated purchase consideration of $119.0 million. These acquisitions were not considered material separately or in the aggregate. The acquisitions resulted in the recognition of $28.9 million of current assets; $51.5 million of assets in property, plant and equipment; $22.7 million of goodwill; $21.1 million of intangible assets; $1.9 million of other noncurrent assets; $5.6 million of current liabilities; and $1.5 million of noncurrent liabilities - other. The purchase accounting for these acquisitions was completed in 2025 and no material adjustments were recorded.

For the years ended December 31, 2025 and 2024, we incurred acquisition-related costs on completed and other potential acquisitions of $10.8 million and $7.7 million, respectively. These costs are included in our Corporate Services in selling, general and administrative expenses on the Consolidated Statement of Operations.

Dispositions

On March 7, 2025, we sold four ready-mix plant operations for total proceeds of $14.5 million. The ready-mix plant operations were acquired by us as part of the Strata acquisition and subsequently sold to an unrelated third-party. The ready-mix plants were included in assets held for sale on the opening balance sheet for Strata at the time of the acquisition.