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Bluegrass Acquisition
3 Months Ended
Mar. 31, 2019
Business Combinations [Abstract]  
Bluegrass Acquisition

13.

Bluegrass Acquisition

In April 2018, the Company acquired Bluegrass, the largest privately-held, pure-play aggregates company in the United States for $1.62 billion. These operations complement the Company’s existing southeastern footprint in its Mid-America and Southeast Groups and provide new growth platforms within Maryland and Kentucky.

The Company determined fair values of the assets acquired and liabilities assumed. Although initial accounting for the business combination has been recorded, these amounts are subject to change during the measurement period which extends no longer than one year from the consummation date based on additional reviews, such as completion of deferred tax estimates based on the determination of the historic tax basis in assets acquired. Specific accounts subject to ongoing purchase accounting adjustments include goodwill and deferred income tax liabilities, net. Therefore, the measurement period remains open as of March 31, 2019. The following is a summary of the preliminary estimated fair values of the assets acquired and the liabilities assumed (dollars in thousands):

Assets:

 

 

 

 

Cash

 

$

1,159

 

Receivables

 

 

25,479

 

Inventory

 

 

46,635

 

Other current assets

 

 

1,029

 

Property, plant and equipment

 

 

1,519,289

 

Intangible assets, other than goodwill

 

 

20,150

 

Goodwill

 

 

242,981

 

Total assets

 

 

1,856,722

 

 

 

 

 

 

Liabilities:

 

 

 

 

Accounts payable and accrued expenses

 

 

17,978

 

Deferred income tax liabilities, net

 

 

212,386

 

Noncontrolling interest

 

 

9,001

 

Total liabilities

 

 

239,365

 

 

 

 

 

 

Total consideration

 

$

1,617,357

 

 

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. 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, expenses related to the acquisition would be reflected in the pro forma results for the year ended December 31, 2017. The pro forma financial 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 2017.

The following presents pro forma results for the quarter ended March 31, 2018:

(Dollars in Thousands, except per share data)

 

 

 

 

Total revenues

 

$

840,909

 

Net earnings attributable to Martin Marietta

 

$

2,988

 

Diluted EPS

 

$

0.05