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ACQUISITIONS
6 Months Ended
Jun. 30, 2012
ACQUISITIONS
3. ACQUISITIONS: On June 20, 2012, Nucor completed the acquisition of the entire equity interest in Skyline Steel LLC (“Skyline”) and its subsidiaries for the cash purchase price of approximately $683.5 million, including our most recent estimate of working capital adjustments. No cash was received nor was any debt incurred as a result of the acquisition. Skyline’s financial results have been included in the Company’s condensed consolidated financial statements from the acquisition date and did not significantly impact the Company’s consolidated financial results for the three and six month periods ended June 30, 2012. Skyline’s financial results are included as part of the steel mills segment (see Note 17).

Skyline is a steel foundation distributor serving the U.S., Canada, Mexico and the Caribbean. Skyline distributes products to service challenging applications including marine construction, bridge and highway construction, heavy civil construction, storm protection, underground commercial parking, and environment containment projects in the infrastructure and construction industries. Skyline is a significant consumer of H-piling and sheet piling from Nucor-Yamato Steel, and it will become a larger downstream consumer of Nucor’s coiled plate and sheet products.

We have preliminarily allocated the purchase price for Skyline to its individual assets acquired and liabilities assumed. Our valuations are subject to adjustment as additional information is obtained; however, these adjustments are not expected to be material. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed of Skyline as of the date of acquisition (in thousands):

 

Accounts Receivable

   $ 128,004   

Inventory

     260,473   

Other current assets

     4,410   

Property, plant and equipment

     70,100   

Goodwill

     143,190   

Other intangible assets

     219,100   
  

 

 

 

Total assets acquired

     825,277   
  

 

 

 

Current liabilities

     139,433   

Deferred credits and other liabilities

     2,299   
  

 

 

 

Total liabilities assumed

     141,732   
  

 

 

 

Net assets acquired

   $ 683,545   
  

 

 

 

The preliminary purchase price allocation to the identifiable intangible assets is as follows (in thousands, except years):

 

            Weighted -
Average Life

Customer relationships

   $ 188,000       17 years

Trademarks and trade names

     29,500       20 years

Other

     1,600       5 years
  

 

 

    
   $ 219,100      
  

 

 

    

 

The goodwill of $143.2 million is primarily attributed to the synergies expected to arise after the acquisition and has been allocated to the steel mills segment (see Note 6). Approximately $126.4 million of the goodwill recognized is expected to be deductible for tax purposes.

Our second quarter 2012 results were negatively impacted by non-cash charges of $8.5 million associated with the Skyline acquisition. These charges include the impact of purchase accounting adjustments and the elimination of profit associated with our steel mills’ sales to Skyline post-acquisition.