XML 31 R21.htm IDEA: XBRL DOCUMENT v3.7.0.1
ACQUISITIONS AND DIVESTITURES
3 Months Ended
Mar. 31, 2017
ACQUISITIONS AND DIVESTITURES [Abstract]  
ACQUISITIONS AND DIVESTITURES

Note 16: Acquisitions and Divestitures



BUSINESS ACQUISITIONS



Through the three months ended March 31, 2017, we purchased the following for $185,067,000 of cash consideration:



§

California — ready-mixed concrete facilities, a marine aggregates distribution yard and building materials yards

§

Tennessee — an aggregates facility, asphalt mix operations, an asphalt paving business and a rail-served aggregates operation





The 2017 acquisitions listed above are reported in our condensed consolidated financial statements as of their respective acquisition dates. None of these acquisitions were material to our results of operations or financial position either individually or collectively.



The fair value of consideration transferred for these acquisitions and the preliminary amounts of assets acquired and liabilities assumed (based on their estimated fair values at their acquisition dates), are summarized below:









 

 



 

 



March 31

 

in thousands

2017 

 

Fair Value of Purchase Consideration

 

 

Cash

$     185,067 

 

Total fair value of purchase consideration

$     185,067 

 

Identifiable Assets Acquired and Liabilities Assumed

 

 

Inventories

4,057 

 

Other current assets

90 

 

Property, plant & equipment, net

111,619 

 

Other intangible assets

 

 

  Contractual rights in place

62,824 

 

  Other intangibles

61 

 

Liabilities assumed

(1)

 

Net identifiable assets acquired

$     178,650 

 

Goodwill

$         6,417 

 



Estimated fair values of assets acquired and liabilities assumed are preliminary pending appraisals of contractual rights in place and property, plant & equipment.



As a result of these acquisitions, we recognized $62,885,000 of amortizable intangible assets (primarily contractual rights in place). The contractual rights in place noted above will be amortized against earnings ($62,824,000 – straight-line over a weighted-average 18.8 years) and deductible for income tax purposes over 15 years. The goodwill noted above will be deductible for income tax purposes over 15 years.



For the full year 2016, we purchased the following for total consideration of $33,287,000  ($32,537,000 cash and $750,000 payable):



§

Georgia — a distribution business to complement our aggregates logistics and distribution activities

§

New Mexico — an asphalt mix operation

§

Texas — an aggregates facility



None of the 2016 acquisitions listed above were material to our results of operations or financial position either individually or collectively. As a result of these 2016 acquisitions, we recognized $16,670,000 of amortizable intangible assets ($15,213,000 contractual rights in place and $1,457,000 noncompetition agreement). The contractual rights in place are amortized against earnings ($6,798,000 – straight-line over 20 years and $8,415,000 units of production over an estimated 20 years) and deductible for income tax purposes over 15 years.





DIVESTITURES AND PENDING DIVESTITURES



No assets met the criteria for held for sale at March 31, 2017, December 31, 2016 or March 31, 2016.