Page 128 - Martin Marietta - 2023 Proxy Statement
P. 128
NOTES TO FINANCIAL STATEMENTS (Continued)
Lehigh West Region. n October 2021, the Company completed the acquisition of Lehigh West Region for $2.26 billion. The
acquisition was primarilyfinanced using proceeds from the issuance of publicly traded debt. These operations provided an
upstream, materials‐led growth platform across several of the nation’s largest and fastest‐growing megaregions in California and
Arizona, solidifying the Company’s position as a leading coast‐to‐coast aggregates producer. The results from the acquired business
are included in the Company’s West Group.
The Company determined the acquisition‐date fair values of assets acquired and liabilities assumed. Notably, during the year ended
December 31, 2022, the Company reduced the acquisition‐date fair value of intangible assets, other than goodwill, by $119.5
million; increased the acquisition‐date fair value of asset retirement obligations and other liabilities assumed by $115.7 million;
and increased goodwill by $233.1 million. As of December 31, 2022, the measurement period is closed. The following is a summary
of the fair values of the assets acquired and the liabilities assumed as of the acquisition date:
(in millions)
Assets:
Inventories $ 90.9
Property, plant and equipment 1 847.5
Intangible assets, other than goodwill 431.5
Goodwill 1,222.3
Other assets 54.4
Total Assets 2,646.6
Liabilities:
Asset retirement obligations 247.5
Operating and finance lease liabilities 57.5
Other liabilities 77.0
Total Liabilities 382.0
Total Consideration $ 2,264.6
1. Includes mineral reserves of $332.0 million.
Goodwill represents the excess purchase price over the fair values of assets acquired and liabilities assumed and reflects projected
operating synergies from the transaction, including expected overhead savings. Amortization of the goodwill generated by the
transaction is deductible for income tax purposes.
The following unaudited pro forma financial information summarizes the combined results of operations for the Company and
Lehigh West Region as though the companies were combined as of January 1, 2020. Financial information for periods prior to the
October 1, 2021 acquisition date included in the pro forma earnings does not reflect any cost savings or associated costs to achieve
such savings from operating efficiencies or synergies that may result from the combination. Consistent with the assumed
acquisition date of January 1, 2020, the pro forma financial results for the year ended December 31, 2020 include acquisition and
integration expenses of $46.8 million.
The unaudited pro forma financial information does not purport to project the future financial position or operating results of the
combined company. The following pro forma financial information is for informational purposes only and is not indicative of the
results of operations that would have been achieved if the acquisition had taken place as of January 1, 2020:
years ended December 31
(in millions, except for per share data) 2021 2020
Total revenues $ 5,755.1 $ 5,184.9
Net earnings from continuing operations attributable to Martin Marietta $ 737.3 $ 642.4
Diluted net earnings from continuing operations per share $ 11.78 $ 10.30
The pro forma financial information excludes the acquired cement and California ready mix businesses, which were classified as
assets held for sale and reported as discontinued operations as of and for the year ended December 31, 2021.
Southern Crushed Concrete. In July 2021, the Company acquired the assets of Southern Crushed Concrete (SCC), a leading producer
in the Houston area of recycled concrete, which is principally used as a base aggregates product in infrastructure, commercial and
residential construction applications. The Company determined the acquisition‐date fair values of the assets acquired and liabilities
assumed. Notably, during the year ended December 31, 2022, the Company reduced the acquisition‐date fair value ofintangible
assets, other than goodwill, by $64.0 million and increased goodwill by $64.7 million. As of December 31, 2022, the measurement
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