ACQUISITIONS AND DISPOSITIONS | ACQUISITIONS AND DISPOSITIONS 2015 Acquisitions On February 23, 2015 , we acquired the equity of Right Away Redy Mix, Inc. ("Right Away"), in Oakland, California. The purchase price was $18.0 million in cash, plus closing adjustments of $0.9 million , final working capital adjustments of $1.1 million , and potential future earn-out payments of up to $6.0 million based on the achievement of certain defined annual volume thresholds over a six -year period (the "Right Away Earn-out"). We funded the purchase with cash on hand. The acquisition included four ready-mixed concrete facilities, 49 mixer trucks and a fleet of transfer trucks used to transport cement and aggregates. The acquisition expanded our business in our existing northern California market. The fair value of the assets acquired and liabilities assumed in the Right Away acquisition is preliminary and remains subject to adjustments, including, but not limited to, adjustments related to determination of the fair value of the Right Away Earn-out and identifiable intangible assets. On April 1, 2015, we acquired the equity of Ferrara Bros. Building Materials Corp. ("Ferrara Bros."), in New York, New York. We acquired the equity of Ferrara Bros. for $45.0 million in cash, approximately 442,000 shares of our common stock, calculated in accordance with the terms of the share purchase agreement ("SPA"), and valued at approximately $15.1 million on the date of issuance, plus potential incentive awards in the form of equity of up to $35.0 million based on the achievement of certain EBITDA thresholds, as defined in the SPA, over a four -year period beginning in 2017 ("Ferrara Bros. Contingent Consideration"). We funded the purchase through a combination of cash on hand and borrowings under our $175.0 million asset-based revolving credit facility (the "Revolving Facility"). Ferrara Bros. operates six ready-mixed concrete plants at its four facilities in New York and New Jersey and a fleet of 89 mixer trucks. The acquisition expanded our presence in the New York metropolitan market and allows us to more effectively serve construction projects in Manhattan. The fair value of the assets acquired and liabilities assumed in the Ferrara Bros. acquisition is preliminary and remains subject to adjustments, including, but not limited to, adjustments related to working capital, the fair value of the Ferrara Bros. Contingent Consideration, and identifiable intangible assets. On May 21, 2015 , we acquired the equity of Colonial Concrete Co. ("Colonial"), in Newark, New Jersey. The purchase price was $15.0 million in cash, plus closing adjustments of $0.2 million . We funded the purchase through a combination of cash on hand and borrowings under our Revolving Facility. The acquisition included four ready-mixed concrete plants at three locations and a fleet of approximately 40 mixer trucks. The acquisition expanded our business in the New York metropolitan and northern New Jersey markets. The fair value of the assets acquired and liabilities assumed in the Colonial acquisition is preliminary and remains subject to adjustments, including, but not limited to, adjustments related to working capital, certain accrued liabilities, and the fair value of identifiable intangible assets. On May 29, 2015 , we acquired the assets of DuBrook Concrete, Inc. ("DuBrook"), in Chantilly, Virginia, located in the greater Washington, D.C. metropolitan area. The purchase price was $11.5 million in cash, plus potential future earn-out payments based on volumes sold over a four -year period (the "DuBrook Earn-out"). The DuBrook Earn-out payments are not capped; however, we do not expect total payments to be in excess of $1.0 million . We funded the purchase through a combination of cash on hand and borrowings under our Revolving Facility. The acquisition included three ready-mixed concrete plants and a fleet of 42 mixer trucks. The purchase of these assets expanded our existing business in the Washington, D.C. metropolitan area. The fair value of the assets acquired and liabilities assumed in the DuBrook acquisition is preliminary and remains subject to adjustments, including, but not limited to, adjustments related to working capital, the fair value of the DuBrook Earn-out, and identifiable intangible assets. On September 24, 2015 , we acquired the Wantage Stone (“Wantage”) reserves, a site development quarry including an 80 acre quarry along with mining rights to an additional 77 acres of land located in Hamburg, NJ, from Bicsak Brothers Realty, LLC and Wantage Stone Reserves, LLC. We have operated the Wantage quarry under a lease agreement since October 2014. The purchase price was $15.2 million in cash plus deferred payments of $3.0 million payable over a three -year period. We funded the purchase through a combination of cash on hand and borrowings under our Revolving Facility. This acquisition expanded our aggregates operations in our New York and New Jersey markets. The purchase price allocation for the Wantage acquisition has not been completed yet, including, but not limited to, the fair value of working capital, identifiable intangible assets and property, plant and equipment. We have made changes to the preliminary purchase price allocations for the 2015 acquisitions during the third quarter of 2015 primarily related to (i) fair value estimates of assets and liabilities assumed for Right Away, Ferrara Bros., Colonial, and Dubrook, (ii) working capital adjustments for Right Away, Ferrara Bros., and Dubrook, (iii) valuation of the Ferrara Bros. Contingent Consideration and identifiable intangible assets, and (iv) valuation of property, plant, and equipment for Ferrara Bros., Colonial, and Dubrook. The following table presents the consideration transferred for Right Away, Ferrara Bros., Colonial, DuBrook, and Wantage and the allocation of these amounts to the net tangible and intangible assets acquired and liabilities assumed based on the estimated fair values as of the respective acquisition date (in thousands). 2015 Acquisitions Right Away (1) Ferrara Bros. (2)(3) Colonial (2) DuBrook (2) Wantage (4) Cash $ 928 $ 67 $ 888 $ — $ — Accounts receivable 1,832 13,154 4,305 1,218 — Inventory 348 1,434 378 349 — Other current assets 196 1,534 279 739 — Property, plant and equipment 9,696 13,422 6,325 2,321 — Definite-lived intangible assets 7,036 50,560 — — — Total assets acquired $ 20,036 $ 80,171 $ 12,175 $ 4,627 $ — Current liabilities 1,392 7,004 3,277 910 1,000 Long-term deferred income tax 3,315 — — — — Other long-term liabilities 3,873 21,100 — 59 1,807 Total liabilities assumed $ 8,580 $ 28,104 $ 3,277 $ 969 $ 2,807 Goodwill 8,472 8,021 6,298 7,792 17,996 Consideration transferred $ 19,928 $ 60,088 $ 15,196 $ 11,450 $ 15,189 (1) The purchase price allocation for the Right Away acquisition is subject to change pending determination of the fair value of the Right Away Earn-out and identifiable intangible assets. The fair value of the Right Away acquired accounts receivable is $1.8 million , with a gross contractual amount of $2.2 million . We do not expect to collect $0.4 million of the Right Away acquired accounts receivable. (2) The purchase price allocations for the Ferrara Bros., Colonial, and DuBrook acquisitions are preliminary and remain subject to adjustments, including, but not limited to, adjustments related to working capital, the fair value of the Ferrara Bros. Contingent Consideration and the DuBrook Earn-out, identifiable intangible assets, and certain accrued liabilities. The fair values of the DuBrook and Colonial acquired accounts receivable approximate the gross contractual amounts as of the respective acquisition dates. The fair value of the Ferrara Bros. acquired accounts receivable is $13.2 million , pending further analysis, with a gross contractual amount of $14.3 million . We do not expect to collect $1.1 million of the Ferrara Bros. acquired accounts receivable, pending further review. (3) Consideration transferred for Ferrara Bros. includes approximately 442,000 shares of our common stock valued at approximately $15.1 million on the date of issuance. (4) The purchase price allocation for the Wantage acquisition has not been completed yet, including, but not limited to, the fair value of working capital, identifiable intangible assets and property, plant and equipment. These allocations require the significant use of estimates and are based on information that was available to management at the time these condensed consolidated financial statements were prepared. We utilized recognized valuation techniques, including the income approach, sales approach, and cost approach, to value the net assets acquired. See Note 11 for additional information regarding valuation of contingent consideration. Any changes to the purchase price allocations will be made as soon as practical, but no later than one year from the respective acquisition dates. On August 27, 2015 , we also acquired two sand and gravel operations near Vernon, TX and Waurika, OK. This acquisition is not material and is excluded from the disclosures below and the table above captioned "2015 Acquisitions." 2014 Acquisitions On October 20, 2014 , we acquired the assets of Custom-Crete ("Custom-Crete"), with operations in Dallas/Fort Worth, Houston, San Antonio, and Austin, Texas from Oldcastle Architectural, Inc., a wholly owned subsidiary of CRH plc ("Oldcastle Architectural") for $37.4 million in cash, less final working capital adjustments of $1.6 million . The fair value of the assets acquired and liabilities assumed in the Custom-Crete acquisition is preliminary and remains subject to potential adjustments, including, but not limited to, adjustments related to an expected subsequent payment to Oldcastle Architectural for land that is pending the division of certain shared properties. On December 5, 2014 , we acquired the assets of Mobile-Crete of South Texas, LLC and Scofield Construction Services, LLC (collectively, "Mobile-Crete") with operations in San Antonio, Austin, and south Texas for $21.5 million in cash, plus potential earn-out payments of up to $3.0 million in cash (the "Mobile-Crete Earn-out"). The earn-out payments of up to $1.5 million in 2015 and 2016 are tied to the applicable year's average daily closing price of West Texas Intermediate Crude Oil ("WTI") reaching certain predetermined levels. The fair value of the assets acquired and liabilities assumed in the Mobile-Crete acquisition is preliminary and remains subject to adjustments, including, but not limited to, adjustments related to the fair value of identifiable intangible assets. The Custom-Crete and Mobile-Crete acquisitions included 16 volumetric ready-mixed concrete facilities and 109 volumetric ready-mixed concrete trucks. The addition of these operations expanded our presence into all of the major metropolitan markets in Texas and provided us with the capability to deliver ready-mixed concrete to our customers via on-site batching and mixing to customer specifications. On October 20, 2014 , we acquired the equity of New York Sand and Stone, LLC ("NYSS") for $15.2 million in cash, less final working capital adjustments of $0.8 million . The NYSS acquisition included leases to operate two aggregate distribution terminals in New York. These terminals allow us to deliver raw materials more efficiently to our New York and New Jersey markets. The fair value of the assets acquired and liabilities assumed in the NYSS acquisition are final. During the year ended December 31, 2014, we also completed six other individually immaterial acquisitions comprised of seven ready-mixed concrete plants and related assets in our New York and west Texas markets. The aggregate consideration paid consisted of $15.5 million in cash and $1.1 million in promissory notes. The acquisition of these assets expanded our business in our existing markets. The fair values of the assets acquired and liabilities assumed in these six ready-mixed concrete acquisitions are final. We have made changes to the preliminary purchase price allocations for the 2014 acquisitions during the first nine months of 2015 primarily related to (i) fair value estimates of assets acquired and liabilities assumed for Mobile-Crete and Custom-Crete, (ii) working capital adjustments for Custom-Crete, Mobile-Crete, and NYSS, (iii) valuation of the Mobile-Crete Earn-out and Mobile-Crete identifiable intangible assets, and (iv) changes in the valuation of identifiable intangible assets for three of the six acquisitions included in "All Other" in the table below. The following table presents the allocation of the consideration paid for the 2014 acquisitions to the net tangible and intangible assets acquired and liabilities assumed based on the estimated fair values as of the respective acquisition dates (in thousands). 2014 Acquisitions Custom-Crete (1) NYSS Mobile-Crete (2) All Other (3) Accounts receivable (4) $ 3,669 $ 5,898 $ 2,578 $ — Inventory 522 1,161 336 295 Other current assets — 134 — 102 Property, plant and equipment 11,802 1,442 4,156 7,400 Definite-lived intangible assets 9,600 5,042 8,630 4,722 Total assets acquired $ 25,593 $ 13,677 $ 15,700 $ 12,519 Current liabilities 2,598 2,539 2,148 — Long-term liabilities 473 — 736 — Total liabilities assumed $ 3,071 $ 2,539 $ 2,884 $ — Goodwill 13,277 3,260 8,685 4,050 Consideration paid $ 35,799 $ 14,398 $ 21,501 $ 16,569 (1) The purchase price allocation for the Custom-Crete acquisition is subject to change pending payment for the division of certain shared properties. (2) The fair value of the assets acquired and the liabilities assumed in the Mobile-Crete acquisition is preliminary and remains subject to adjustments, including, but not limited to, adjustments related to the fair value of identifiable intangible assets. (3) Consideration paid for acquisitions included in the caption "All Other" above includes $1.1 million of notes payable to previous owners. (4) The fair value of the acquired accounts receivable approximates the gross contractual amounts as of the respective acquisition dates. These allocations require the significant use of estimates and are based on information that was available to management at the time these consolidated financial statements were prepared. We utilized recognized valuation techniques, including the income approach, sales approach, and cost approach, to value the net assets acquired. See Note 11 for additional information regarding valuation of contingent consideration. Any changes to the purchase price allocations will be made as soon as practical, but no later than one year from the respective acquisition dates. Acquired Intangible Assets and Goodwill Acquired intangible assets in 2014 and 2015 consisted of customer relationships, trade names, non-compete agreements, leasehold interests, a favorable contract, and backlog. The amortization period of these intangible assets ranges from one year to 25 years. These intangible assets exclude identifiable intangible assets from the Colonial, DuBrook, and Wantage acquisitions as management has not yet completed valuations of them. The major classes of intangible assets acquired in the 2014 and 2015 acquisitions were as follows (in thousands): Weighted Average Amortization Period (In Years) Fair Value At Acquisition Date Trade names 23.51 $ 37,972 Customer relationships 8.70 25,069 Non-compete agreements 4.92 10,167 Leasehold interests 11.31 7,092 Favorable contract 3.50 3,650 Backlog 1.00 1,640 Total $ 85,590 We recorded $3.7 million and $6.3 million of amortization expense related to these intangible assets during the three and nine months ended September 30, 2015 , respectively. During the three months ended September 30, 2015 , $1.1 million of amortization expense was recognized that related to previous periods and had not been recorded since the fair value of those intangibles had not yet been determined. As of September 30, 2015 , the estimated future aggregate amortization expense of intangible assets from the 2014 and 2015 acquisitions was as follows (in thousands): Year Ending December 31, 2015 (remainder of the year) $ 2,520 2016 9,077 2017 8,470 2018 8,073 2019 6,915 Thereafter 43,578 Total $ 78,633 The goodwill ascribed to each of these acquisitions is related to the synergies we expect to achieve with expansion in the markets in which we already operate as well as entry into new metropolitan areas of our existing geographic markets. The goodwill relates to our ready-mixed concrete reportable segment, with the exception of the Wantage and NYSS acquisitions, which relate to our aggregate products reportable segment and our other non-reportable segments, respectively. We expect the goodwill to be deductible for tax purposes, with the exception of the Right Away acquisition. See Note 12 for additional information regarding income taxes. Actual and Pro Forma Impact of Acquisitions During the three months ended September 30, 2015 , we recorded approximately $74.0 million of revenue and $5.4 million of income from operations in our condensed consolidated statements of operations related to the 2014 and 2015 acquisitions following their respective acquisition dates. During the three months ended September 30, 2014 , we recorded approximately $1.3 million of revenue and $0.1 million of income from operations in our condensed consolidated statement of operations related to the 2014 acquisitions following their respective acquisition dates. During the nine months ended September 30, 2015 , we recorded approximately $156.7 million of revenue and approximately $9.6 million of income from operations in our condensed consolidated statements of operations related to the 2014 and 2015 acquisitions following their respective acquisition dates. During the nine months ended September 30, 2014 , we recorded approximately $2.4 million of revenue and $0.2 million of income from operations in our condensed consolidated statement of operations related to the 2014 acquisitions following their respective acquisition dates. The unaudited pro forma information presented below reflects the combined financial results for all of the acquisitions completed during 2014 and the first nine months of 2015, excluding three of the six acquisitions that are included in the caption "All Other" in the table captioned "2014 Acquisitions" above, as historical financial results for these operations were not material and impractical to obtain from the former owners. All other acquisitions have been included and represent our estimate of the results of operations for the three and nine months ended September 30, 2015 and 2014 as if the 2014 acquisitions had been completed on January 1, 2013 and the 2015 acquisitions had been completed on January 1, 2014 (in thousands, except per share information): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Revenue from continuing operations $ 295,111 $ 261,546 $ 741,088 $ 684,798 Net income (loss) $ 3,748 $ 15,247 $ (2,009 ) $ 18,323 Income (loss) per share, basic $ 0.26 $ 1.13 $ (0.14 ) $ 1.35 Income (loss) per share, diluted $ 0.24 $ 1.10 $ (0.14 ) $ 1.32 The above pro forma results are unaudited and were prepared based on the historical GAAP results of the Company and the historical results of the 10 acquired companies for which financial information was available, based on data provided by the former owners. These results are not necessarily indicative of what the Company's actual results would have been had the 2014 acquisitions occurred on January 1, 2013 and had the 2015 acquisitions occurred on January 1, 2014. The unaudited pro forma net income (loss) and net income (loss) per share amounts above reflect the following adjustments: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (Decrease) increase in intangible amortization expense $ (1,549 ) $ 2,514 $ 183 $ 7,542 Decrease in depreciation expense — (135 ) (231 ) (423 ) Exclusion of buyer transaction costs (527 ) (480 ) (2,091 ) (542 ) Exclusion of seller transaction costs — — (46 ) — Exclusion of pension expense for pension plan not acquired — 261 212 625 Exclusion of segment results for segment not acquired — (201 ) (99 ) (253 ) Increase in interest expense — 269 243 754 Increase (decrease) in income tax expense (53 ) (1,442 ) 3,185 (2,515 ) Net adjustments $ (2,129 ) $ 786 $ 1,356 $ 5,188 As the purchase price allocations for Colonial, DuBrook, and Wantage are still preliminary and the fair value measurements for the related intangible assets has not been determined, no amortization of these intangible assets was included in the pro forma results. The unaudited pro forma results do not reflect any operational efficiencies or potential cost savings that may occur as a result of consolidation of the operations. Sale of Pennsylvania Precast Operations On June 2, 2015, we sold the fixed assets and inventory and assigned all open contracts associated with our one remaining precast concrete operation in Pennsylvania, to Architectural Precast Innovations, Inc. ("API") for net proceeds of $0.3 million in cash and a $1.2 million promissory note, net of a $0.1 million discount. Note repayments are due quarterly for a term of two years with an effective interest rate of 3.19% . This sale represented the final divestiture of the Company's owned assets related to precast concrete operations, which were previously classified as held for sale. |