ACQUISITIONS AND DISPOSITIONS | ACQUISITIONS AND DISPOSITIONS 2015 Acquisitions On February 23, 2015 , we acquired the equity of Right Away Redy Mix, Inc. ("Right Away"), located in Oakland, California. The purchase price was $18.0 million in cash, plus closing adjustments of $0.8 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 expands 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 conclusion of tax attributes as of the acquisition date and the fair value of identifiable intangible assets and the Right Away Earn-out. On April 1, 2015 , we acquired the equity of Ferrara Bros. Building Materials Corp. ("Ferrara Bros."), located 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, less final working capital adjustments of $0.9 million , 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 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 expands 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 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"), located 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"), located in Chantilly, Virginia, part of 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 and the fair value of identifiable intangible assets and the DuBrook Earn-out. 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, New Jersey, from Bicsak Brothers Realty, LLC and Wantage Stone, 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 fair value of the assets acquired and liabilities assumed in the Wantage acquisition is preliminary and remains subject to adjustments, including, but not limited to, adjustments related to the fair value of identifiable intangible assets and property, plant and equipment. On October 27, 2015 , we acquired the equity of Heavy Materials, LLC ("Heavy"), a vertically integrated ready-mixed concrete producer located in the U.S. Virgin Islands. The purchase price was $21.7 million in cash, less purchase adjustments of $0.8 million , plus deferred payments of $5.0 million , which will be paid over a two year period. We funded the purchase through a combination of cash on hand and borrowings on our Revolving Facility. Heavy operates four ready-mixed concrete plants, a fleet of 32 mixer trucks, and two quarries. Heavy also leases an industrial waterfront property that it utilizes as a marine terminal and sales yard. This acquisition expands our ready-mixed concrete and aggregates operations into new markets in the Caribbean islands. The fair value of the assets acquired and liabilities assumed in the Heavy acquisition is preliminary and remains subject to adjustments, including, but not limited to, adjustments related to working capital and the fair value of identifiable intangible assets and property, plant and equipment. During the year ended December 31, 2015 , we also completed two other individually immaterial acquisitions comprised of two sand and gravel operations near Vernon, Texas and Waurika, Oklahoma and one ready-mixed concrete operation in the U.S. Virgin Islands. The aggregate consideration paid consisted of $12.9 million in cash and $1.9 million in deferred payments payable within ten years. We funded these purchases through a combination of cash on hand and borrowings under our Revolving Facility. The acquisition of these assets expanded our business in our existing west Texas market and in the Caribbean market. The purchase price allocation for these two acquisitions is preliminary and remains subject to adjustments, including, but not limited to, the fair value of identifiable intangible assets and property, plant and equipment. We have made changes to the preliminary purchase price allocations for the 2015 acquisitions during the year ended December 31, 2015 primarily related to (i) fair value estimates of assets acquired and liabilities assumed for Right Away, Ferrara Bros., Colonial, DuBrook, and Wantage, (ii) working capital adjustments for Right Away, Ferrara Bros., and DuBrook, (iii) valuation of the Right Away Earn-out, Ferrara Bros. Contingent Consideration and DuBrook Earn-out, and (iv) valuation of identifiable intangible assets for the Right Away, Ferrara Bros., Colonial, and DuBrook acquisitions. The following table summarizes the total consideration for the 2015 acquisitions and presents 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)(4) Wantage (2)(5) Heavy (2)(6) All Other (7) Cash $ 928 $ 67 $ 888 $ — $ — $ 20 $ — Accounts receivable 1,832 13,224 4,305 1,218 — 975 — Inventory 348 1,434 378 349 — 1,449 668 Other current assets 196 608 126 739 — 92 — Property, plant and equipment 9,696 13,147 6,325 2,394 12,694 6,095 5,153 Definite-lived intangible assets 7,036 50,310 4,640 4,473 — — — Other long-term assets — — 153 — — 47 — Total assets acquired $ 20,036 $ 78,790 $ 16,815 $ 9,173 $ 12,694 $ 8,678 $ 5,821 Current liabilities 1,399 6,944 5,299 910 — 3,269 91 Long-term deferred income tax 5,929 — — — — — — Other long-term liabilities — — — 59 — — — Total liabilities assumed $ 7,328 $ 6,944 $ 5,299 $ 969 $ — $ 3,269 $ 91 Goodwill 11,086 6,916 3,680 3,887 5,301 $ 20,243 8,933 Total consideration $ 23,794 $ 78,762 $ 15,196 $ 12,091 $ 17,995 $ 25,652 $ 14,663 (1) The purchase price allocation for the Right Away acquisition is subject to change pending determination of the conclusion of tax attributes as of the acquisition date and the fair value of identifiable intangible assets and the Right Away Earn-out. 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. Total consideration for the Right Away acquisition includes $19.9 million of cash and $3.9 million for the fair value of the Right Away Earn-out as of the acquisition date. (2) The purchase price allocations for the Ferrara Bros., Colonial, DuBrook, Wantage, and Heavy 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, identifiable intangible assets, property, plant and equipment, and certain accrued liabilities. The fair value 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 , 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. The fair value of the Heavy acquired accounts receivable is $1.0 million , pending further analysis, with a gross contractual amount of $4.3 million . We do not expect to collect $3.3 million of the Heavy acquired accounts receivable, pending further review. (3) Total consideration for the Ferrara Bros. acquisition includes $44.1 million of cash, approximately 442,000 shares of our common stock valued at approximately $15.1 million on the date of issuance, and $19.6 million for the fair value of the Ferrara Bros. Contingent Consideration as of the acquisition date. (4) Total consideration for the DuBrook acquisition includes $11.5 million of cash and $0.6 million for the fair value of the Dubrook Earn-out as of the acquisition date. (5) Total consideration for the Wantage acquisition includes $15.2 million of cash and $2.8 million for the fair value of deferred payments due to the previous owners. (6) Total consideration for the Heavy acquisition includes $20.9 million of cash and $4.8 million for the fair value of deferred payments due to the previous owners. (7) The purchase price allocation for the acquisitions included in the caption "All Other" above are preliminary and remain subject to adjustments, including, but not limited to, the fair value of identifiable intangible assets and property, plant and equipment. Total consideration for acquisitions included in the caption "All Other" above includes $13.0 million of cash and $1.7 million for the fair value of deferred payments due to the previous owners. 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, plus a deferred payment of $0.8 million to be paid upon the division of certain shared properties, 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 final. 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 , which are due on the first and second anniversary of the acquisition date, 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 final. 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 from these six ready-mixed concrete acquisitions are final. We have made changes to the preliminary purchase price allocations for the 2014 acquisitions during the year ended December 31, 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, (iv) valuation of Custom-Crete land rights and deferred payment, and (v) 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 summarizes the total consideration for the 2014 acquisitions and presents 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 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 Intangible assets 11,078 5,042 8,630 4,722 Total assets acquired $ 27,071 $ 13,677 $ 15,700 $ 12,519 Current liabilities 2,598 2,539 1,284 — Long-term liabilities 473 — — — Total liabilities assumed $ 3,071 $ 2,539 $ 1,284 $ — Goodwill 12,513 3,260 8,685 4,050 Total consideration $ 36,513 $ 14,398 $ 23,101 $ 16,569 (1) Total consideration for the Custom-Crete acquisition includes $35.8 million of cash and $0.7 million for the fair value of a deferred payment as of the acquisition date to be paid upon the division of certain shared properties. (2) Total consideration for the Mobile-Crete acquisition includes $21.5 million of cash and $1.6 million for the fair value of the Mobile-Crete Earn-out as of the acquisition date. (3) Total consideration for acquisitions included in the caption "All Other" above includes $15.5 million of cash and $1.1 million for the fair value of notes payable due to the previous owners as of the acquisition date. 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 13 for additional information regarding valuation of contingent consideration. Acquired Intangible Assets and Goodwill Acquired intangible assets in 2015 and 2014 of $95.9 million consisted of trade names, customer relationships, non-compete agreements, leasehold interests, a favorable contract, backlog, and land rights. With the exception of land rights, the amortization period of these intangible assets range from one year to 25 years. The land rights have an indefinite life. The major classes of intangible assets acquired in the 2015 and 2014 acquisitions were as follows (in thousands): Weighted Average Amortization Period (In Years) Fair Value At Acquisition Date Trade names 22.98 $ 39,002 Customer relationships 8.29 32,469 Non-compete agreements 4.92 10,167 Leasehold interests 12.24 7,525 Favorable contract 3.50 3,650 Backlog 1.00 1,640 Land rights indefinite-lived 1,478 Total $ 95,931 During the year ended December 31, 2015 , we recorded $9.7 million of amortization expense related to these intangible assets. As of December 31, 2015 , the estimated future aggregate amortization expense of intangible assets from the 2015 and 2014 acquisitions was as follows (in thousands): Year Ending December 31, 2016 $ 10,476 2017 9,870 2018 9,422 2019 8,013 2020 6,377 Thereafter 40,005 Total $ 84,163 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 Heavy, Wantage, NYSS, and one of the two 2015 acquisitions included in the caption "All Other." Goodwill resulting from the Heavy acquisition relates to our ready-mixed concrete reportable segment and our aggregate products reportable segment. Goodwill resulting from the Wantage acquisition and one of the two 2015 acquisitions included in the caption "All Other" relates to our aggregate products reportable segment. Goodwill resulting from the NYSS acquisition relates to our other non-reportable segments. See Note 4 for the allocation of goodwill from our 2014 and 2015 acquisitions to our segments. We expect the goodwill to be deductible for tax purposes, with the exception of the Right Away acquisition. See Note 16 for additional information regarding income taxes. Actual and Pro Forma Impact of Acquisitions We recorded approximately $232.5 million of revenue and $13.4 million of income from operations in our consolidated results of operations for the year ended December 31, 2015 related to the 2014 and 2015 acquisitions following their respective dates of acquisition. We recorded approximately $16.6 million of revenue and $0.8 million of income from operations in our consolidated results of operations for the year ended December 31, 2014 related to the 2014 acquisitions following their respective dates of acquisition. The unaudited pro forma information presented below reflects the combined financial results for all of the acquisitions completed during 2014 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 was not material and impractical to obtain from the former owners. Additionally, one of the two 2015 acquisitions that are included in the caption "All Other" in the table captioned "2015 Acquisitions" above was excluded as historical financial results for this operation was 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 years ended December 31, 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): For the Years Ended December 31, (unaudited) 2015 2014 Revenue from continuing operations $ 1,033,058 $ 947,357 Net income $ 29,885 $ 23,317 Income per share, basic $ 2.12 $ 1.72 Income per share, diluted $ 1.92 $ 1.68 The above pro forma results are unaudited and were prepared based on the historical U.S. GAAP results of the Company and the historical results of the 12 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 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: Years Ended December 31, 2015 2014 Decrease in intangible amortization expense $ (243 ) $ (11,040 ) Increase in depreciation expense 231 755 Exclusion of buyer transaction costs 2,774 1,941 Exclusion of seller transaction costs 46 — Exclusion of pension expense for pension plan acquired 212 737 Exclusion of segment results for segment not acquired (99 ) (547 ) Increase in interest expense (243 ) (980 ) Increase (decrease) in income tax expense 744 (3,550 ) Net adjustments $ 3,422 $ (12,684 ) As the purchase price allocations for Wantage, Heavy, and one of the two 2015 acquisitions that are included in the caption "All Other" in the table captioned "2015 Acquisitions" above 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. 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 classified as held for sale as of December 31, 2014. |