Acquisitions and Divestitures

12 Months Ended

Dec. 31, 2011

Acquisitions and Divestitures [Abstract]

ACQUISITIONS AND DIVESTITURES

NOTE 19: ACQUISITIONS AND

DIVESTITURES

2011 ACQUISITIONS AND DIVESTITURES

During the fourth quarter of 2011, we consummated a transaction resulting in an exchange of assets.

We acquired:

§ three aggregates facilities

§ one rail distribution yard

In return, we divested:

§ two aggregates facilities

§ one asphalt mix facility

§ two ready-mixed concrete facilities

§ one recycling operation

§ undeveloped real property

Total consideration for the acquired assets of $35,406,000 includes the fair value of the divested assets plus $10,000,000 cash paid. We recognized a gain of $587,000, net of transaction related costs of $531,000, based on the fair value of the divested assets.

During the third quarter of 2011, we completed the sale of four aggregates facilities. The sale resulted in net cash proceeds at closing of $61,774,000, a receivable of $2,400,000 and a pretax gain on sale of $39,659,000. The book value of the divested operations included $10,300,000 of goodwill. Goodwill was allocated based on the relative fair value of the divested operations as compared to the relative fair value of the retained portion of the reporting unit.

In a separate 2011 transaction, we acquired ten ready-mixed concrete facilities for 432,407 shares of common stock valued at the closing date price of $42.85 per share (total consideration of $18,529,000 net of acquired cash). We issued 372,992 shares to the seller at closing and retained the remaining shares to fulfill certain working capital adjustments and indemnification obligations. As a result of this acquisition, we recognized $6,419,000 of amortizable intangible assets, none of which is expected to be deductible for income tax purposes. The amortizable intangible assets consist of contractual rights in place and will be amortized over an estimated weighted-average period of 20 years.

The purchase price allocations for the 2011 acquisitions are preliminary and subject to adjustment.

We previously determined that the sale of an aggregates facility and ready-mixed concrete facility located outside the United States would not close within the next twelve months. Thus, these assets no longer met the criteria for classification as held for sale. The property, plant & equipment of these foreign facilities was measured at the lower of fair value or carrying amount adjusted to recapture suspended depreciation. This facility is presented in the accompanying Consolidated Balance Sheets as of December 31, 2010 as assets held for sale and liabilities of assets held for sale. The major classes of assets and liabilities of assets classified as held for sale as of December 31 are as follows:

		$00,00000		$00,00000
in thousands	2011		2010
Held for Sale
Current assets		$0		$3,460
Property, plant & equipment, net		0		9,625
Other assets		0		122
Total assets held for sale		$0		$13,207
Current liabilities		$0		$116
Total liabilities of assets held for sale		$0		$116

2010 ACQUISITIONS AND DIVESTITURE

In 2010, we acquired the following assets for $70,534,000 (total cash consideration) net of acquired cash:

§ twelve ready-mixed concrete facilities

§ two aggregates facilities

The acquisition payments reported above included $5,000,000 of contingent consideration. The contingency was resolved during 2011 resulting in the seller’s retention of this payment.

As a result of these 2010 acquisitions, we recognized $716,000 of goodwill and $11,198,000 of amortizable intangible assets, all of which are expected to be fully deductible for income tax purposes. The amortizable intangible assets consist primarily of contractual rights in place and will be amortized using the unit-of-production method over an estimated weighted-average period of 40 years.

In 2010, we divested the following assets for $42,750,000 (total cash consideration):

§ three aggregates facilities