NOTE 18: GOODWILL AND INTANGIBLE ASSETS
We classify purchased intangible assets into three categories: (1) goodwill, (2) intangible assets with finite lives subject to amortization and (3) intangible assets with indefinite lives. Goodwill and intangible assets with indefinite lives are not amortized; rather, they are reviewed for impairment at least annually. For additional information regarding our policies on impairment reviews, see Note 1 under the captions Goodwill and Goodwill Impairment, and Impairment of Long-lived Assets excluding Goodwill.
GOODWILL
Goodwill is recognized when the consideration paid for a business combination (acquisition) exceeds the fair value of the tangible and other intangible assets acquired. Goodwill is allocated to reporting units for purposes of testing goodwill for impairment. There were no charges for goodwill impairment in the years ended December 31, 2013, 2012 and 2011.
We have four reportable segments organized around our principal product lines: aggregates, concrete, asphalt mix and cement. Changes in the carrying amount of goodwill by reportable segment for the years ended December 31, 2013, 2012 and 2011 are summarized below:
in thousands |
Aggregates |
Concrete |
Asphalt Mix |
Cement |
Total |
||||||||||
Goodwill, Gross Carrying Amount |
|||||||||||||||
Total as of December 31, 2011 |
$ 2,995,083 |
$ 0 |
$ 91,633 |
$ 252,664 |
$ 3,339,380 |
||||||||||
Total as of December 31, 2012 |
$ 2,995,083 |
$ 0 |
$ 91,633 |
$ 252,664 |
$ 3,339,380 |
||||||||||
Goodwill of divested businesses 1 |
(5,195) | 0 | 0 | 0 | (5,195) | ||||||||||
Total as of December 31, 2013 |
$ 2,989,888 |
$ 0 |
$ 91,633 |
$ 252,664 |
$ 3,334,185 |
||||||||||
Goodwill, Accumulated Impairment Losses |
|||||||||||||||
Total as of December 31, 2011 |
$ 0 |
$ 0 |
$ 0 |
$ (252,664) |
$ (252,664) |
||||||||||
Total as of December 31, 2012 |
$ 0 |
$ 0 |
$ 0 |
$ (252,664) |
$ (252,664) |
||||||||||
Total as of December 31, 2013 |
$ 0 |
$ 0 |
$ 0 |
$ (252,664) |
$ (252,664) |
||||||||||
Goodwill, net of Accumulated Impairment Losses |
|||||||||||||||
Total as of December 31, 2011 |
$ 2,995,083 |
$ 0 |
$ 91,633 |
$ 0 |
$ 3,086,716 |
||||||||||
Total as of December 31, 2012 |
$ 2,995,083 |
$ 0 |
$ 91,633 |
$ 0 |
$ 3,086,716 |
||||||||||
Total as of December 31, 2013 |
$ 2,989,888 |
$ 0 |
$ 91,633 |
$ 0 |
$ 3,081,521 |
1 |
The goodwill of divested businesses relates to the 2013 divestitures discussed in Note 19. |
We test goodwill for impairment on an annual basis or more frequently if events or circumstances change in a manner that would more likely than not reduce the fair value of a reporting unit below its carrying value. A decrease in the estimated fair value of one or more of our reporting units could result in the recognition of a material, noncash write-down of goodwill.
INTANGIBLE ASSETS
Intangible assets acquired in business combinations are stated at their fair value determined as of the date of acquisition. Costs incurred to renew or extend the life of existing intangible assets are capitalized. These capitalized renewal/extension costs were immaterial for the years presented. Intangible assets consist of contractual rights in place (primarily permitting and zoning rights), noncompetition agreements, favorable lease agreements, customer relationships and trade names and trademarks. Intangible assets acquired individually or otherwise obtained outside a business combination consist primarily of permitting, permitting compliance and zoning rights and are stated at their historical cost, less accumulated amortization, if applicable.
See Note 19 for the details of the intangible assets acquired in business acquisitions during 2013 and 2012. Amortization of finite-lived intangible assets is computed based on the estimated life of the intangible assets. Contractual rights in place associated with aggregates reserves are amortized using the unit-of-production method based on estimated recoverable units. Other intangible assets are amortized principally by the straight-line method. Intangible assets are reviewed for impairment when events or circumstances indicate that the carrying amount may not be recoverable. There were no charges for impairment of intangible assets in the years ended December 31, 2013, 2012 and 2011.
The gross carrying amount and accumulated amortization by major intangible asset class for the years ended December 31 are summarized below:
in thousands |
2013 | 2012 | ||||
Gross Carrying Amount |
||||||
Contractual rights in place |
$ 649,506 |
$ 640,450 |
||||
Noncompetition agreements |
1,200 | 1,450 | ||||
Favorable lease agreements |
16,677 | 16,677 | ||||
Permitting, permitting compliance and zoning rights |
88,113 | 82,596 | ||||
Customer relationships |
14,393 | 14,493 | ||||
Trade names and trademarks |
5,006 | 5,006 | ||||
Other |
2,014 | 3,711 | ||||
Total gross carrying amount |
$ 776,909 |
$ 764,383 |
||||
Accumulated Amortization |
||||||
Contractual rights in place |
$ (49,000) |
$ (42,470) |
||||
Noncompetition agreements |
(925) | (985) | ||||
Favorable lease agreements |
(3,053) | (2,584) | ||||
Permitting, permitting compliance and zoning rights |
(16,461) | (14,625) | ||||
Customer relationships |
(7,275) | (5,927) | ||||
Trade names and trademarks |
(2,587) | (2,044) | ||||
Other |
(30) | (3,216) | ||||
Total accumulated amortization |
$ (79,331) |
$ (71,851) |
||||
Total Intangible Assets Subject to Amortization, net |
$ 697,578 |
$ 692,532 |
||||
Intangible Assets with Indefinite Lives |
0 | 0 | ||||
Total Intangible Assets, net |
$ 697,578 |
$ 692,532 |
||||
Amortization Expense for the Year |
$ 11,732 |
$ 11,869 |
Estimated amortization expense for the five years subsequent to December 31, 2013 is as follows:
in thousands |
||
Estimated Amortization Expense for Five Subsequent Years |
||
2014 |
$ 12,994 |
|
2015 |
12,870 | |
2016 |
13,173 | |
2017 |
13,785 | |
2018 |
14,347 |