XML 27 R11.htm IDEA: XBRL DOCUMENT
v3.10.0.1

Acquisitions | 12 Months Ended
--- | ---
Dec. 31, 2018
Business Combinations [Abstract] |
Business Combination Disclosure [Text Block] | Acquisitions During 2018, the Company completed four acquisitions. The results of the acquired businesses have been included in the Company's construction materials and contracting segment and Consolidated Financial Statements beginning on the acquisition dates. Pro forma financial amounts reflecting the effects of the above acquisitions are not presented, as such acquisitions were not material, both individually and in the aggregate, to the Company's financial position or results of operations. The following is a listing of the acquisitions made during 2018:
• | In April 2018, the Company acquired Teevin & Fischer Quarry, LLC, an aggregate producer that provides crushed rock and gravel to construction and retail customers in Oregon.
• | In June 2018, the Company acquired Tri-City Paving, Inc., a general contractor and aggregate, asphalt and ready-mixed concrete supplier in Minnesota.
• | In July 2018, the Company acquired Molalla Redi-Mix and Rock Products, Inc., a producer of ready-mixed concrete in Oregon.
• | In October 2018, the Company acquired Sweetman Construction Company, a provider of aggregates, asphalt and ready-mixed concrete in South Dakota.
As of December 31, 2018, the gross aggregate consideration for these acquisitions, which were all accounted for as business combinations, was $168.1 million in cash, subject to certain adjustments, and 721,610 shares of common stock with a market value of $20.3 million as of the respective acquisition date. Due to the holding period restriction on the common stock, the share consideration has been discounted to a fair value of approximately $18.2 million, as reflected in the Company's financial statements. In addition to the issuance of the Company's equity securities, the Company issued debt to finance these acquisitions. As of December 31, 2018, costs incurred for acquisitions were $1.5 million and included in operation and maintenance expense on the Consolidated Statements of Income. The acquisitions are subject to customary adjustments based on, among other things, the amount of cash, debt and working capital in the businesses as of the closing dates. The Company preliminarily allocated the purchase price of the acquisitions to the assets acquired and liabilities assumed based on their estimated fair values as of the acquisition dates and are considered provisional until final fair values are determined or the measurement period has passed. The Company expects to record adjustments as it accumulates the information needed to estimate the fair value of assets acquired and liabilities assumed, including working capital balances, estimated fair value of identifiable intangible assets, property, plant and equipment, total consideration and goodwill. The excess of the purchase price over the aggregate fair values was recorded as goodwill. The Company calculated the fair value of the assets acquired using the market or cost approach (or a combination of both). Fair values for some of the assets were determined based on Level 3 inputs including estimated future cash flows, discount rates, growth rates, sales projections, retention rates and terminal values, all of which require significant management judgment and are susceptible to change. The final fair value of the net assets acquired may result in adjustments to the assets and liabilities, including goodwill, and will be made as soon as practical, but no later than one year from the respective acquisition dates. However, any subsequent measurement period adjustments are not expected to have a material impact on the Company's results of operations. The discount rate used in calculating the fair value of the common stock issued was determined by a Black-Scholes-Merton model. The model used Level 2 inputs including risk-free interest rate, volatility range and dividend yield. The aggregate total consideration for the acquisitions and the preliminary amounts allocated to the assets acquired and liabilities assumed based on the estimated fair values as of the respective acquisition dates were as follows:
| 2018 Acquisitions |
| (In thousands)
Assets |
Current assets: |
Receivables, net | $ | 18,984 |
Inventories | 10,329 |
Other current assets | 515 |
Total current assets | 29,828 |
Property, plant and equipment | 131,766 |
Deferred charges and other assets: |
Goodwill | 33,131 |
Other intangible assets, net | 8,227 |
Other | 927 |
Total deferred charges and other assets | 42,285 |
Total assets acquired | $ | 203,879 |
Liabilities |
Current liabilities | $ | 11,122 |
Deferred credits and other liabilities: |
Asset retirement obligation | 914 |
Deferred income taxes | 5,565 |
Total deferred credits and other liabilities | 6,479 |
Total liabilities assumed | $ | 17,601 |
Total consideration (fair value) | $ | 186,278 |

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration