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Business Combinations
12 Months Ended
Dec. 31, 2019
Business Combinations [Abstract]  
Business Combinations

Note D: Business Combinations

In April 2018, the Company acquired Bluegrass Materials Company (“Bluegrass”), the then-largest privately-held, pure-play aggregates company in the United States, for $1.6 billion. Bluegrass’ operations included 22 active sites with more than 125 years of reserves, collectively, in Georgia, South Carolina, Tennessee, Maryland, Kentucky and Pennsylvania. These operations complement the Company’s existing southeastern footprint in its Mid-America and Southeast Groups and provide a new growth platform within Maryland and Kentucky.

The Company determined fair values of the assets acquired and liabilities assumed. As of April 2019, the measurement period is closed. The following is a summary of the estimated fair values of the assets acquired and the liabilities assumed as of the acquisition date:

(in millions)

 

 

 

 

Assets:

 

 

 

 

Cash and cash equivalents

 

$

1.2

 

Receivables

 

 

25.5

 

Inventory

 

 

46.6

 

Other current assets

 

 

1.0

 

Property, plant and equipment

 

 

1,519.3

 

Intangible assets, other than goodwill

 

 

20.2

 

Goodwill

 

 

243.0

 

Total Assets

 

 

1,856.8

 

Liabilities:

 

 

 

 

Accounts payable and accrued expenses

 

 

17.9

 

Deferred income tax liabilities, net

 

 

212.5

 

Noncontrolling interest

 

 

9.0

 

Total Liabilities

 

 

239.4

 

Total Consideration

 

$

1,617.4

 

 

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.  None of the goodwill generated by the transaction will be deductible for income tax purposes.

Total revenues and earnings from operations attributable to acquired operations included in the consolidated statements of earnings were $245.7 million and $70.5 million, respectively, for the year ended December 31, 2019, and $172.0 million and $32.4 million, respectively, for the year ended December 31, 2018.

Acquisition-related expenses, primarily related to Bluegrass, were $28.3 million and $8.6 million for the years ended December 31, 2018 and 2017, respectively.  Acquisition-related expenses, net, for 2018 also include a $14.8 million gain on a required divestiture of a legacy quarry.

Unaudited Pro Forma Financial Information

The unaudited pro forma financial information summarizes the combined results of operations for the Company and Bluegrass as though the companies were combined as of January 1, 2017.  Financial information for periods prior to the April 2018 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 result from the combination.  Consistent with the assumed acquisition date of January 1, 2017, the pro forma financial results for the year ended December 31, 2017 include acquisition-related expenses of $28.1 million, the $14.8 million gain on the required divestiture of assets and the one-time $18.7 million increase in cost of revenues for the sale of acquired inventory marked up to fair value as part of acquisition accounting.  

The pro forma information does not purport to project the future financial position or operating results of the combined company.  The pro forma financial information as presented below 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 at the beginning of fiscal year 2017.

 

years ended December 31

 

 

 

 

 

 

 

 

 

(in millions, except for per share data)

 

2018

 

 

2017

 

 

Total revenues

 

$

4,299.7

 

 

$

4,178.6

 

 

Net earnings attributable to Martin Marietta

 

$

489.5

 

 

$

691.7

 

 

Diluted earnings per share

 

$

7.75

 

 

$

10.94

 

 

 

In August 2018, the Company purchased the remaining noncontrolling interest in a consolidated joint venture where the controlling interest was acquired as part of the Bluegrass acquisition.