Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 06, 2013 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'US CONCRETE INC | ' |
Entity Central Index Key | '0001073429 | ' |
Current Fiscal Year End | '--12-31 | ' |
Entity Well-Known Seasoned Issuer | 'No | ' |
Entity Voluntary Filers | 'No | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 14,047,660 |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $7,679 | $4,751 |
Trade accounts receivable, net of allowances of $2,715 and $2,368 as of September 30, 2013 and December 31, 2012, respectively | 109,532 | 84,034 |
Inventories | 26,890 | 25,001 |
Deferred income taxes | 2,674 | 2,835 |
Prepaid expenses | 3,819 | 3,651 |
Other receivables | 2,960 | 4,414 |
Other current assets | 2,161 | 3,080 |
Total current assets | 155,715 | 127,766 |
Property, plant and equipment, net of accumulated depreciation, depletion, and amortization of $50,759 and $38,273 as of September 30, 2013 and December 31, 2012, respectively | 127,932 | 120,871 |
Goodwill | 11,726 | 10,717 |
Purchased intangible assets, net | 13,443 | 15,033 |
Other assets | 3,471 | 5,337 |
Total assets | 312,287 | 279,724 |
Current liabilities: | ' | ' |
Current maturities of long-term debt | 2,337 | 1,861 |
Accounts payable | 59,391 | 48,880 |
Accrued liabilities | 48,784 | 36,430 |
Derivative liabilities | 17,555 | 22,030 |
Total current liabilities | 128,067 | 109,201 |
Long-term debt, net of current maturities | 81,722 | 61,598 |
Other long-term obligations and deferred credits | 10,936 | 13,114 |
Deferred income taxes | 3,126 | 3,287 |
Total liabilities | 223,851 | 187,200 |
Commitments and contingencies (Note 17) | ' | ' |
Equity: | ' | ' |
Preferred stock | 0 | 0 |
Common stock | 14 | 13 |
Additional paid-in capital | 151,968 | 136,451 |
Accumulated deficit | -58,187 | -43,196 |
Treasury stock, at cost | -5,359 | -744 |
Total stockholders’ equity | 88,436 | 92,524 |
Total liabilities and equity | $312,287 | $279,724 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Trade accounts receivable, allowances | $2,715 | $2,368 |
Property, plant and equipment, accumulated depreciation, depletion and amortization | $50,759 | $38,273 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Income Statement [Abstract] | ' | ' | ' | ' |
Revenue | $173,567 | $147,046 | $463,828 | $396,139 |
Cost of goods sold before depreciation, depletion and amortization | 142,215 | 124,996 | 386,092 | 341,843 |
Selling, general and administrative expenses | 14,601 | 15,063 | 45,523 | 42,286 |
Depreciation, depletion and amortization | 4,753 | 3,677 | 14,177 | 11,070 |
(Gain) loss on sale of assets | -39 | 67 | -65 | -532 |
Income from operations | 12,037 | 3,243 | 18,101 | 1,472 |
Interest expense, net | -2,477 | -2,842 | -7,837 | -8,616 |
Derivative loss | -5,467 | -2,576 | -25,829 | -6,544 |
(Loss) gain on extinguishment of debt | -1,673 | -2,630 | 2,631 | -2,630 |
Other income, net | 395 | 463 | 1,392 | 1,983 |
Income (loss) from continuing operations before income taxes | 2,815 | -4,342 | -11,542 | -14,335 |
Income tax (expense) benefit | -9,976 | 472 | -1,691 | 178 |
Loss from continuing operations | -7,161 | -3,870 | -13,233 | -14,157 |
(Loss) income from discontinued operations, net of taxes | -141 | 659 | -1,758 | 408 |
Net loss | ($7,302) | ($3,211) | ($14,991) | ($13,749) |
Basic and diluted loss per share: | ' | ' | ' | ' |
Loss from continuing operations (usd per share) | ($0.54) | ($0.32) | ($1.04) | ($1.16) |
(Loss) income from discontinued operations, net of taxes (usd per share) | ($0.01) | $0.06 | ($0.14) | $0.03 |
Net loss per share – basic and diluted (usd per share) | ($0.55) | ($0.26) | ($1.18) | ($1.13) |
Weighted average shares outstanding: | ' | ' | ' | ' |
Weighted average shares outstanding, Basic and diluted | 13,207 | 12,218 | 12,705 | 12,174 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Unaudited) (USD $) | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Treasury Stock |
In Thousands, unless otherwise specified | |||||
Balance, Beginning period at Dec. 31, 2011 | $116,080 | $13 | $133,939 | ($17,457) | ($415) |
BALANCE, Beginning period (in shares) at Dec. 31, 2011 | ' | 12,867 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' |
Stock-based compensation expense (in shares) | ' | 0 | ' | ' | ' |
Restricted stock vesting (in shares) | ' | 84 | ' | ' | ' |
Restricted stock grants (in shares) | ' | 442 | ' | ' | ' |
Purchase of treasury shares (in shares) | ' | -55 | ' | ' | ' |
Stock-based compensation expense | 2,271 | ' | 2,271 | ' | ' |
Restricted stock vesting | 0 | ' | ' | ' | ' |
Restricted stock grants | 0 | ' | ' | ' | ' |
Purchase of treasury shares | -307 | ' | ' | ' | -307 |
Net loss | -13,749 | ' | ' | -13,749 | ' |
Balance, Ending period at Sep. 30, 2012 | 104,295 | 13 | 136,210 | -31,206 | -722 |
BALANCE, Ending period (in shares) at Sep. 30, 2012 | ' | 13,338 | ' | ' | ' |
Balance, Beginning period at Dec. 31, 2012 | 92,524 | 13 | 136,451 | -43,196 | -744 |
BALANCE, Beginning period (in shares) at Dec. 31, 2012 | 13,358 | 13,358 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' |
Stock-based compensation expense (in shares) | ' | 0 | ' | ' | ' |
Restricted stock vesting (in shares) | ' | 155 | ' | ' | ' |
Restricted stock grants (in shares) | ' | 174 | ' | ' | ' |
Stock options exercised (in shares) | ' | 16 | ' | ' | ' |
Conversion of convertible debt (in shares) | ' | 608 | ' | ' | ' |
Purchase of treasury shares (in shares) | ' | -282 | ' | ' | ' |
Stock-based compensation expense | 4,721 | ' | 4,721 | ' | ' |
Restricted stock vesting | 0 | ' | ' | ' | ' |
Restricted stock grants | 1 | 1 | ' | ' | ' |
Stock options exercised | 205 | ' | 205 | ' | ' |
Conversion of convertible debt | 10,591 | ' | 10,591 | ' | ' |
Purchase of treasury shares | -4,615 | ' | ' | ' | -4,615 |
Net loss | -14,991 | ' | ' | -14,991 | ' |
Balance, Ending period at Sep. 30, 2013 | $88,436 | $14 | $151,968 | ($58,187) | ($5,359) |
BALANCE, Ending period (in shares) at Sep. 30, 2013 | 14,029 | 14,029 | ' | ' | ' |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net loss | ($14,991) | ($13,749) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ' | ' |
Depreciation, depletion and amortization | 14,202 | 11,662 |
Debt issuance cost amortization | 1,775 | 3,148 |
(Gain) loss on extinguishment of debt | -2,631 | 2,630 |
Amortization of facility exit costs | -142 | -39 |
Amortization of discount on long-term incentive plan and other accrued interest | 381 | 0 |
Net loss on derivative | 25,829 | 6,544 |
Net loss (gain) on sale of assets | 237 | -2,553 |
Deferred income taxes | 1,331 | -21 |
Deferred rent | 513 | 0 |
Provision for doubtful accounts | 843 | 683 |
Facility exit costs | 0 | 358 |
Stock-based compensation | 4,722 | 2,271 |
Changes in assets and liabilities: | ' | ' |
Accounts receivable | -26,093 | -22,920 |
Inventories | -1,854 | -733 |
Prepaid expenses and other current assets | 2,546 | -2,218 |
Other assets and liabilities | -2,569 | -15 |
Accounts payable and accrued liabilities | 22,740 | 7,010 |
Net cash provided by (used in) operating activities | 26,839 | -7,942 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Purchases of property, plant and equipment | -13,365 | -4,525 |
Payments for acquisitions | -5,261 | -4,300 |
Proceeds from disposals of property, plant and equipment | 218 | 1,852 |
(Payments for) proceeds from disposal of business units | -2,333 | 22,751 |
Change in restricted cash | 0 | -1,456 |
Net cash (used in) provided by investing activities | -20,741 | 14,322 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from borrowings | 107,204 | 125,223 |
Repayments of borrowings | -102,504 | -131,397 |
Proceeds from exercise of stock options | 205 | 0 |
Proceeds from other borrowings | 0 | 1,900 |
Payments for third-party financing and seller-financed debt | -1,420 | -1,051 |
Debt issuance costs | -2,040 | -1,155 |
Purchase of treasury shares | -4,615 | -307 |
Net cash used in financing activities | -3,170 | -6,787 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 2,928 | -407 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 4,751 | 4,229 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $7,679 | $3,822 |
BASIS_OF_PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
BASIS OF PRESENTATION | ' |
BASIS OF PRESENTATION | |
The accompanying condensed consolidated financial statements include the accounts of U.S. Concrete, Inc. and its subsidiaries (collectively, “we,” “us,” “our,” “U.S. Concrete,” or the “Company”) and have been prepared by us, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Some information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP") have been condensed or omitted pursuant to the SEC’s rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes in our Annual Report on Form 10-K for the year ended December 31, 2012 (the “2012 Form 10-K”). In the opinion of our management, all adjustments necessary to state fairly the information in our unaudited condensed consolidated financial statements and to make such financial statements not misleading have been included. All adjustments are of a normal or recurring nature. Operating results for the three and nine months ended September 30, 2013 are not necessarily indicative of our results expected for the year ending December 31, 2013, or for any future period. | |
The preparation of financial statements and accompanying notes in conformity with U.S. GAAP requires management to make estimates and assumptions in determining the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions that we consider critical and that involve complex judgments in the preparation of our financial statements include those related to our goodwill, accruals for self-insurance, income taxes, the valuation of long-lived assets, and the valuation of derivative instruments. |
RECENT_ACCOUNTING_PRONOUNCEMEN
RECENT ACCOUNTING PRONOUNCEMENTS AND SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2013 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | ' |
RECENT ACCOUNTING PRONOUNCEMENTS AND SIGNIFICANT ACCOUNTING POLICIES | ' |
RECENT ACCOUNTING PRONOUNCEMENTS AND SIGNIFICANT ACCOUNTING POLICIES | |
In January 2013, the Financial Accounting Standards Board (the "FASB") issued an amendment to clarify the scope of a prior amendment issued in December 2011. The January 2013 amendment limits the December 2011 amendment's disclosure requirements regarding offsetting and related arrangements to specific derivative, borrowing, and lending transactions. Thus, certain master netting arrangements are no longer subject to the December 2011 amendment's requirements. Both the December 2011 and January 2013 amendments are effective for annual and interim reporting periods beginning on or after January 1, 2013. The Company adopted this guidance on January 1, 2013, and there was no material impact on the consolidated financial statements. | |
In July 2012, the FASB issued an amendment to its indefinite-lived intangible assets impairment testing guidance to simplify how entities test for indefinite-lived intangible asset impairments. The objective of the amendment is to reduce cost and complexity by providing an entity with the option to make a qualitative assessment about the likelihood that an indefinite-lived intangible asset is impaired to determine whether it should perform a quantitative impairment test. The amendment also enhances the consistency of impairment testing guidance among long-lived asset categories by permitting an entity to assess qualitative factors to determine whether it is necessary to calculate the asset's fair value when testing an indefinite-lived intangible asset for impairment, which is equivalent to the impairment testing requirements for other long-lived assets. The amendment is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, although early adoption is permitted. The Company adopted this guidance on January 1, 2013, and there was no material impact on the consolidated financial statements. The Company completes annual impairment tests during the fourth quarter. | |
For a description of our significant accounting policies, see Note 1 of the consolidated financial statements in our 2012 Form 10-K. |
ACQUISITIONS_AND_DISPOSITIONS
ACQUISITIONS AND DISPOSITIONS | 9 Months Ended |
Sep. 30, 2013 | |
Business Combinations [Abstract] | ' |
ACQUISITIONS AND DISPOSITIONS | ' |
ACQUISITIONS AND DISPOSITIONS | |
Purchase of Bodin Concrete Assets | |
On July 26, 2013, we acquired three ready-mixed concrete plants and related assets in our north Texas market from Bodin Concrete, LP for cash. We acquired plant and equipment and goodwill. The goodwill ascribed to the purchase is related to the synergies we expect to achieve with expansion into the eastern corridor of the north Texas market in which we already operate. We expect the goodwill to be deductible for tax purposes. See Note 14 for additional information regarding income taxes. | |
Sale of Smith Precast Operations | |
On December 17, 2012, we completed the sale of substantially all of our assets associated with our Smith Precast operations ("Smith") located in Phoenix, Arizona, to Jensen Enterprises, Inc. ("Jensen") for $4.3 million in cash and the assumption of certain obligations. The assets purchased by Jensen included certain facilities, fixed assets, and working capital items. In addition, Jensen assumed the obligations of a capital lease previously held by Smith. The results of operations for this unit have been included in discontinued operations for the periods presented. | |
During the third quarter of 2013, pursuant to the terms of the asset purchase agreement, we made payments totaling $0.5 million to Jensen related to the reacquisition of certain uncollected receivables as well as the settlement of certain accrued liabilities. | |
Purchase of Bode Gravel and Bode Concrete Equity Interests | |
On October 30, 2012, we completed the acquisition of all of the outstanding equity interests of Bode Gravel Co. and Bode Concrete LLC (collectively, the "Bode Companies") pursuant to an equity purchase agreement dated October 17, 2012. The Bode Companies operated two fixed and one portable ready-mixed concrete plant and 41 mixer trucks in the San Francisco, California area, and produced approximately 243,000 cubic yards of ready-mixed concrete in 2011. The purchase price for the acquisition was $24.5 million in cash, plus working capital and closing adjustments of $1.6 million, plus potential earn-out payments ("Bode Earn-out"). The earn-out payments are contingent upon reaching negotiated volume hurdles, with an aggregate present value of up to $7.0 million in cash payable over a six-year period, resulting in total consideration fair value of $33.1 million. We funded the acquisition from cash on hand and borrowings under our 2012 Credit Agreement (as defined in Note 8). | |
The purchase price allocation has been prepared and recorded on a preliminary basis and may change as additional information becomes available regarding the fair value and tax basis of the assets and liabilities acquired. Changes to the purchase price allocation will be made as soon as practical, but no later than October 30, 2013, which is one year from the acquisition date. The excess of the purchase price over the fair values of the assets acquired and liabilities assumed represents the goodwill resulting from the acquisition. The goodwill ascribed to the purchase is related to the synergies we expect to achieve, as well as expansion of our business in the San Francisco, California area in which we already operate. We expect a portion of the goodwill to be deductible for tax purposes. | |
Purchase of Colorado River Concrete Assets | |
On September 14, 2012, we purchased four ready-mixed concrete plants and related assets and inventory from Colorado River Concrete L.P., Cindy & Robin Concrete, L.P., and E&R Artecona Family Limited Partnership (collectively, "CRC") in our west Texas market for $2.4 million in cash and a $1.9 million promissory note with a fixed annual interest rate of 4.5%. This note is being paid in twenty-four equal monthly installments which began in January 2013. We made cash payments on the promissory note of approximately $0.7 million during the nine months ended September 30, 2013. The purchase of these assets has allowed us to expand our business in two of our major markets: west Texas and north Texas. We acquired plant and equipment valued at $3.2 million, inventory valued at $0.2 million, and goodwill valued at $1.0 million. No liabilities were assumed in the purchase. The goodwill ascribed to the purchase is related to the synergies we expect to achieve with expansion in these areas in which we already operate. We expect the goodwill to be deductible for tax purposes. | |
Sale of California Precast Operations | |
On August 20, 2012, we sold substantially all of our California precast operations to Oldcastle Precast, Inc. ("Oldcastle") for $21.3 million in cash, plus net working capital adjustments. The assets purchased by Oldcastle included certain facilities, fixed assets, and working capital items. The results of operations for these units have been included in discontinued operations for the periods presented. | |
In conjunction with the sale to Oldcastle, we also entered into certain sublease and license agreements with Oldcastle for certain land and property that is leased or owned by us. As the sublease and license agreements provide payment for the full amount of our obligation under the leases, we did not record any liability for exit obligations associated with these agreements. | |
During the first quarter of 2013, pursuant to the terms of the asset purchase agreement, we made payments totaling $1.9 million to Oldcastle related to the reacquisition of certain uncollected receivables as well as the settlement of certain accrued liabilities. At September 30, 2013, $0.3 million of the acquired receivables are recorded in other receivables on the condensed consolidated balance sheet. | |
Other | |
In October 2006, we acquired certain aggregates assets located in New Jersey. Pursuant to the purchase agreement, additional consideration would be due if we were able to receive permits that allowed us to mine the minerals from certain areas. In April 2012, we obtained the permits necessary to allow us to mine this area of the property. Accordingly, we accrued $1.4 million in additional purchase consideration during the quarter ended June 30, 2012. On October 5, 2012, we signed an agreement with the seller to pay a total of $1.0 million in lieu of the $1.4 million contractual payment due to a lower volume of aggregate assets available to mine than originally contemplated in the agreement. We signed a promissory note for the $1.0 million settlement. The note is payable in eight equal quarterly installments, which began in November 2012 and has a fixed annual interest rate of 2.5%. We made cash payments on the promissory note of approximately $0.4 million during the nine months ended September 30, 2013. | |
In October 2010, we acquired three ready-mixed concrete plants and related assets and inventory in our west Texas market for approximately $3.0 million. We made cash payments of $0.4 million at closing and issued promissory notes for the remaining $2.6 million, each with a fixed annual interest rate of 5%. We made cash payments on these notes of approximately $0.3 million during each of the nine months ended September 30, 2013 and 2012. | |
In August 2010, we entered into a redemption agreement to have our 60% ownership interest in our Michigan subsidiary, Superior Materials Holdings, LLC (“Superior”), redeemed by Superior. At the closing of the redemption on September 30, 2010, we and certain of our subsidiaries paid $0.6 million in cash and issued a $1.5 million promissory note to Superior as partial consideration for certain indemnifications and other consideration provided by the minority owner and their new joint venture partner pursuant to the redemption agreement. In January 2012, we paid $0.8 million to complete payment of the note. |
DISCONTINUED_OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||||||||||||||
DISCONTINUED OPERATIONS | ' | |||||||||||||||
DISCONTINUED OPERATIONS | ||||||||||||||||
As disclosed in Note 3 above, we completed the sale of our California and Arizona precast operations in August 2012 and December 2012, respectively. These two transactions resulted in the divestiture of substantially all of our precast operations. We have presented the results of operations for these units for all periods as discontinued operations in the accompanying condensed consolidated statements of operations. | ||||||||||||||||
The results of these discontinued operations were as follows (in thousands): | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenue | $ | — | $ | 7,501 | $ | — | $ | 32,496 | ||||||||
Depreciation, depletion and amortization (“DD&A”) | 9 | 142 | 25 | 592 | ||||||||||||
Operating expenses excluding DD&A | 60 | 8,415 | 1,501 | 33,212 | ||||||||||||
Loss from discontinued operations | (69 | ) | (1,056 | ) | (1,526 | ) | (1,308 | ) | ||||||||
(Loss) gain on settlement of assets | (72 | ) | 2,019 | (302 | ) | 2,021 | ||||||||||
(Loss) income from discontinued operations, before income taxes | (141 | ) | 963 | (1,828 | ) | 713 | ||||||||||
Income tax (expense) benefit | — | (304 | ) | 70 | (305 | ) | ||||||||||
Net (loss) income from discontinued operations, net of taxes | $ | (141 | ) | $ | 659 | $ | (1,758 | ) | $ | 408 | ||||||
INVENTORIES
INVENTORIES | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
INVENTORIES | ' | |||||||
INVENTORIES | ||||||||
Inventory consists of the following (in thousands): | ||||||||
30-Sep-13 | 31-Dec-12 | |||||||
Raw materials | $ | 23,669 | $ | 22,082 | ||||
Building materials for resale | 2,053 | 1,645 | ||||||
Precast finished goods | 11 | — | ||||||
Other | 1,157 | 1,274 | ||||||
Total inventory | $ | 26,890 | $ | 25,001 | ||||
PURCHASED_INTANGIBLE_ASSETS_NE
PURCHASED INTANGIBLE ASSETS, NET | 9 Months Ended | ||||||||||||||
Sep. 30, 2013 | |||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||
PURCHASED INTANGIBLE ASSETS, NET | ' | ||||||||||||||
PURCHASED INTANGIBLE ASSETS, NET | |||||||||||||||
Our purchased intangible assets were as follows (in thousands) as of September 30, 2013: | |||||||||||||||
Gross | Accumulated Amortization | Net | Weighted Average Remaining Life (in years) | ||||||||||||
Customer relationships | $ | 13,500 | $ | (1,238 | ) | $ | 12,262 | 9.08 | |||||||
Trade name | 1,300 | (119 | ) | 1,181 | 9.08 | ||||||||||
Backlog | 800 | (800 | ) | — | 0 | ||||||||||
Total purchased intangible assets | $ | 15,600 | $ | (2,157 | ) | $ | 13,443 | 9.08 | |||||||
We recorded $0.4 million and $1.6 million of amortization expense on our purchased intangible assets for the three and nine months ended September 30, 2013, respectively, which is included in our condensed consolidated statement of operations. We did not have any purchased intangible assets as of September 30, 2012. | |||||||||||||||
As of September 30, 2013, the estimated remaining amortization of our finite-lived intangible assets was as follows (in thousands): | |||||||||||||||
Total for Year | |||||||||||||||
2013 | $ | 370 | |||||||||||||
2014 | 1,480 | ||||||||||||||
2015 | 1,480 | ||||||||||||||
2016 | 1,480 | ||||||||||||||
2017 | 1,480 | ||||||||||||||
Thereafter | 7,153 | ||||||||||||||
Total | $ | 13,443 | |||||||||||||
ACCRUED_LIABILITIES
ACCRUED LIABILITIES | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
ACCRUED LIABILITIES | ' | |||||||
ACCRUED LIABILITIES | ||||||||
A summary of our accrued liabilities is as follows (in thousands): | ||||||||
30-Sep-13 | 31-Dec-12 | |||||||
Accrued materials | $ | 13,675 | $ | 5,745 | ||||
Accrued insurance reserves | 9,837 | 9,816 | ||||||
Accrued compensation and benefits | 8,607 | 7,381 | ||||||
Accrued property, sales and other taxes | 6,169 | 4,632 | ||||||
Accrued interest | 3,163 | 547 | ||||||
Accrued rent | 2,187 | 1,904 | ||||||
Other | 5,146 | 6,405 | ||||||
Total accrued liabilities | $ | 48,784 | $ | 36,430 | ||||
DEBT
DEBT | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
DEBT | ' | |||||||
DEBT | ||||||||
A summary of our debt and capital leases is as follows (in thousands): | ||||||||
30-Sep-13 | 31-Dec-12 | |||||||
Senior secured credit facility due 2015 | $ | 18,000 | $ | 13,300 | ||||
Senior secured notes due 2015 | 61,113 | — | ||||||
Convertible notes due 2015 | 103 | 46,142 | ||||||
Other financing | 4,843 | 4,017 | ||||||
84,059 | 63,459 | |||||||
Less: current maturities | 2,337 | 1,861 | ||||||
Total long-term debt | $ | 81,722 | $ | 61,598 | ||||
The carrying value of outstanding amounts under the 2012 Credit Agreement (as defined below) approximates fair value due to the floating interest rate. The fair value of our remaining 9.5% Convertible Notes due 2015 (the “Convertible Notes”) was approximately $0.1 million, and included no embedded derivative at September 30, 2013 (see Note 11), and was $68.8 million, including the embedded derivative of $17.2 million, at December 31, 2012. The weighted average interest rate for the 2012 Credit Agreement was 2.93% as of September 30, 2013. The weighted average interest rate for the remaining Convertible Notes was 6.72% as of September 30, 2013 due to the discount. | ||||||||
Senior Secured Credit Facility due 2015 | ||||||||
On August 31, 2012, we and certain of our subsidiaries entered into a Loan and Security Agreement (as subsequently amended, the “2012 Credit Agreement”) with certain financial institutions named therein, as lenders, and Bank of America, N.A., as agent and sole lead arranger (the “Administrative Agent”), which provided for an $80.0 million asset-based revolving credit facility (the “2012 Revolving Commitment”). On March 28, 2013, we entered into a First Amendment to Loan and Security Agreement (the “Amendment”) with certain financial institutions party thereto (the “Lenders”) and the Administrative Agent, which amended the 2012 Credit Agreement. The Amendment, among other things, increased the 2012 Revolving Commitment by $22.5 million from $80.0 million to $102.5 million. The expiration date of the 2012 Credit Agreement remains July 1, 2015 and draws under the 2012 Credit Agreement may be prepaid from time to time without penalty or premium. The 2012 Revolving Commitment retains an uncommitted accordion feature that may allow for an increase in the total commitments under the facility to as much as $125.0 million. As of September 30, 2013, we had $18.0 million of outstanding borrowings and $11.3 million of undrawn standby letters of credit under the 2012 Credit Agreement. | ||||||||
Our actual maximum credit availability under the 2012 Credit Agreement varies from time to time and is determined by calculating a borrowing base, which is based on the value of our eligible accounts receivable, inventory and vehicles, which serve as priority collateral on the facility, minus reserves imposed by the Lenders and other adjustments, all as specified in the 2012 Credit Agreement and discussed further below. Our availability under the 2012 Credit Agreement at September 30, 2013 increased to $69.4 million from $52.4 million at December 31, 2012. The 2012 Credit Agreement also contains a provision for discretionary over-advances and involuntary protective advances by the Lenders of up to $8.0 million in excess of the 2012 Revolving Commitment. The 2012 Credit Agreement provides for swingline loans, up to a $10.0 million sublimit, and letters of credit, up to a $30.0 million sublimit. | ||||||||
Advances under the 2012 Credit Agreement are in the form of either base rate loans or “LIBOR Loans” denominated in U.S. dollars. The interest rate for base rate loans denominated in U.S. dollars fluctuates and is equal to the greater of (a) Bank of America’s prime rate; (b) the Federal funds rate, plus 0.50%; or (c) the rate per annum for a 30-day interest period equal to the British Bankers Association LIBOR Rate, as published by Reuters at approximately 11:00 a.m. (London time) two business days prior (“LIBOR”), plus 1.0%; in each case plus 1.50%. The interest rate for LIBOR Loans denominated in U.S. dollars is equal to the rate per annum for the applicable interest period equal to LIBOR, plus 2.75%. Issued and outstanding letters of credit are subject to a fee equal to 2.75%, a fronting fee equal to 0.125% per annum on the stated amount of such letters of credit, and customary charges associated with the issuance and administration of letters of credit. Among other fees, we pay a commitment fee of 0.375% per annum (due monthly) on the aggregate unused revolving commitments under the 2012 Credit Agreement. | ||||||||
Up to $30.0 million of the 2012 Revolving Commitment is available for the issuance of letters of credit, and any such issuance of letters of credit will reduce the amount available for loans under the 2012 Revolving Commitment. Advances under the 2012 Revolving Commitment are limited by a borrowing base of (a) 90% of the face amount of eligible accounts receivable (reduced to 85% under certain circumstances), plus (b) the lesser of (i) 55% of the value of eligible inventory or (ii) 85% of the product of (x) the net orderly liquidation value of inventory divided by the value of the inventory and (y) multiplied by the value of eligible inventory, and (c) the lesser of (i) $20.0 million or (ii) the sum of (A) 85% of the net orderly liquidation value (as determined by the most recent appraisal) of eligible trucks plus (B) 80% of the cost of newly acquired eligible trucks since the date of the latest appraisal of eligible trucks minus (C) 85% of the net orderly liquidation value of eligible trucks that have been sold since the latest appraisal date and 85% of the depreciation amount applicable to eligible trucks since the date of the latest appraisal of eligible trucks, minus (D) such reserves as the Administrative Agent may establish from time to time in its permitted discretion. The Administrative Agent may, in its permitted discretion, reduce the advance rates set forth above, adjust reserves or reduce one or more of the other elements used in computing the borrowing base. | ||||||||
The 2012 Credit Agreement contains usual and customary negative covenants for transactions of this type, including, but not limited to, restrictions on our ability to consolidate or merge; substantially change the nature of our business; sell, lease or otherwise transfer any of our assets; create or incur indebtedness; create liens; pay dividends; and make investments or acquisitions. The negative covenants are subject to certain exceptions as specified in the 2012 Credit Agreement. The 2012 Credit Agreement also requires that we, upon the occurrence of certain events, maintain a fixed charge coverage ratio of at least 1.0 to 1.0 for each period of 12 calendar months, as determined in accordance with the 2012 Credit Agreement. For the trailing 12 month period ended September 30, 2013, our fixed charge coverage ratio was 4.25 to 1.0. As of September 30, 2013, the Company was in compliance with all covenants. | ||||||||
The 2012 Credit Agreement also includes customary events of default, including, among other things, payment default, covenant default, breach of representation or warranty, bankruptcy, cross-default, material ERISA events, a change of control of the Company, material money judgments and failure to maintain subsidiary guarantees. | ||||||||
The 2012 Credit Agreement is secured by a first-priority lien on certain assets of the Company and the guarantors, including inventory (including as extracted collateral), accounts, certain specified mixer trucks, general intangibles (other than collateral securing the 2013 Notes, as defined below, on a first-priority basis, as described below), instruments, documents, chattel paper, cash, deposit accounts, securities accounts, commodities accounts, letter of credit rights and all supporting obligations and related books and records and all proceeds and products of the foregoing, subject to permitted liens and certain exceptions. The 2012 Credit Agreement is also secured by a second-priority lien on the collateral securing the 2013 Notes on a first-priority basis (see “Senior Secured Notes due 2015” below). | ||||||||
Senior Secured Notes due 2015 | ||||||||
On March 22, 2013, we completed our offer to exchange (the “Exchange Offer”) up to $69.3 million aggregate principal amount of newly issued 9.5% Senior Secured Notes due 2015 (the “2013 Notes”) for all $55.0 million aggregate principal amount of our Convertible Notes. At the time of settlement, we issued $61.1 million aggregate principal amount of 2013 Notes in exchange for $48.5 million of Convertible Notes, plus approximately $0.3 million in cash for accrued and unpaid interest on the Convertible Notes exchanged in the Exchange Offer. After giving effect to the exchange, $6.5 million aggregate principal amount of Convertible Notes remained outstanding as of March 22, 2013 (see additional information under "Convertible Notes due 2015" below). | ||||||||
The 2013 Notes are governed by the terms of an Indenture, dated as of March 22, 2013 (the “2013 Indenture”), by and among the Company and U.S. Bank National Association, as trustee and noteholder collateral agent. The Company is obligated to pay interest on the 2013 Notes on April 1 and October 1 of each year, commencing on October 1, 2013. The 2013 Notes mature on October 1, 2015, and are redeemable at the Company’s option prior to maturity at prices specified in the 2013 Indenture. The 2013 Indenture contains negative covenants that restrict the ability of the Company and its restricted subsidiaries to engage in certain transactions, as described below, and also contains customary events of default. | ||||||||
The 2013 Indenture contains certain covenants that restrict our ability to, among other things, | ||||||||
• | incur additional indebtedness or issue disqualified stock or preferred stock; | |||||||
• | pay dividends or make other distributions or repurchase or redeem our stock or subordinated indebtedness or make investments; | |||||||
• | sell assets or issue capital stock of our restricted subsidiaries; | |||||||
• | incur liens; | |||||||
• | enter into transactions with affiliates; or | |||||||
• | consolidate, merge or sell all or substantially all of our assets. | |||||||
Our obligations under the 2013 Notes are jointly and severally and fully and unconditionally guaranteed on a senior secured basis by each of our existing and future domestic subsidiaries that guarantee the indebtedness under our 2012 Revolving Commitment. Each guarantee is subject to release in the following customary circumstances: | ||||||||
• | a disposition of all or substantially all of the assets of the guarantor subsidiary, by way of merger, consolidation or otherwise; provided the proceeds of the disposition are applied in accordance with the 2013 Indenture; | |||||||
• | a disposition of the capital stock of the guarantor subsidiary to a third person, if the disposition complies with the 2013 Indenture and as a result the guarantor subsidiary ceases to be a Restricted Subsidiary; | |||||||
• | the designation by us of the guarantor subsidiary as an Unrestricted Subsidiary or the guarantor subsidiary otherwise ceases to be a Restricted Subsidiary, in each case in accordance with the 2013 Indenture; or | |||||||
• | legal or covenant defeasance of the 2013 Notes and discharge of our obligations under the 2013 Indenture. | |||||||
All of the Company's (the parent company's) existing consolidated subsidiaries are 100% owned. The Company has no independent assets or operations, and all subsidiaries other than the guarantor subsidiaries are minor. Additionally, there are no significant restrictions on the ability of the Company or any guarantor to obtain funds from its subsidiaries by dividend or loan. | ||||||||
The 2013 Notes and the guarantees thereof rank equally in right of payment with all of our existing and future senior indebtedness. The 2013 Notes and the guarantees thereof are secured by first-priority liens on certain of the property and assets directly owned by the Company, including material owned real property, fixtures, intellectual property, capital stock of subsidiaries and certain equipment, subject to permitted liens and certain exceptions, and by a second-priority lien on the Company’s assets securing the 2012 Revolving Commitment on a first-priority basis, including inventory (including as-extracted collateral), accounts, certain specified mixer trucks, chattel paper, general intangibles (other than collateral securing the 2013 Notes on a first-priority basis), instruments, documents, cash, deposit accounts, securities accounts, commodities accounts, letter of credit rights and all supporting obligations and related books and records and all proceeds and products of the foregoing, subject to permitted liens and certain exceptions. The 2013 Notes and the guarantees thereof are effectively subordinated to all indebtedness and other obligations, including trade payables, of each of the Company’s future subsidiaries that are not guarantors. | ||||||||
Under the terms of the 2013 Indenture, we are required to meet a consolidated secured debt ratio test, which could restrict our ability to borrow the amount available under the 2012 Credit Agreement. We must meet a consolidated secured debt ratio not to exceed, as of the last day of each fiscal month, as shown below: | ||||||||
Consolidated | ||||||||
Period | Secured Debt Ratio | |||||||
April 1, 2013 — March 31, 2014 | 7.00 : 1.00 | |||||||
April 1, 2014 — March 31, 2015 | 6.75 : 1.00 | |||||||
April 1, 2015 — and thereafter | 6.50 : 1.00 | |||||||
The consolidated secured debt ratio is the ratio of (a) our consolidated total indebtedness (as defined in the 2013 Indenture) on the date of determination that constitutes the 2013 Notes, any other pari passu lien obligations and any indebtedness incurred under the 2012 Credit Agreement (including any letters of credit issued thereunder) to (b) the aggregate amount of consolidated cash flow (as defined in the 2013 Indenture) for our most recent four fiscal quarters available at the date of determination. Based on our consolidated cash flows for the four fiscal quarters ended September 30, 2013, our consolidated secured debt ratio was 2.05 to 1.00. In the event that we are not able to meet the required ratio in the future, we would need to seek an amendment to the 2013 Indenture to provide relief from this covenant. | ||||||||
Convertible Notes due 2015 | ||||||||
On August 31, 2010, we issued $55.0 million aggregate principal amount of the Convertible Notes. The Convertible Notes are governed by an indenture, dated as of August 31, 2010 (the “2010 Indenture”). Under the terms of the 2010 Indenture, the Convertible Notes bear interest at a rate of 9.5% per annum and mature on August 31, 2015. Interest payments are payable quarterly in cash in arrears. Additionally, we recorded a discount of approximately $13.6 million related to an embedded derivative that was bifurcated and separately valued (see Note 11). This discount is being accreted over the term of the Convertible Notes and is included in interest expense. | ||||||||
Immediately prior to the consummation of the Exchange Offer, we entered into a Second Supplemental Indenture, dated as of March 22, 2013 (the “Supplemental Indenture”). The Supplemental Indenture amended the 2010 Indenture to eliminate the following: substantially all of the restrictive covenants contained in the 2010 Indenture, including the requirement to meet a consolidated secured debt ratio test and the limitations on additional indebtedness; the provisions regarding purchase at the option of the holder upon a fundamental change in control; and certain events of default. The Supplemental Indenture also provided for a release of all of the liens on the collateral securing the Convertible Notes and securing the related guarantees under the 2010 Indenture. After giving effect to the exchange, $6.5 million aggregate principal amount of Convertible Notes remained outstanding as of March 22, 2013. | ||||||||
If the closing price of our common stock exceeds 150% of the Conversion Price (defined in the 2010 Indenture as $1,000 divided by the conversion rate) then in effect for at least 20 trading days during any consecutive 30-day trading period (the “Conversion Event”), we may provide, at our option, a written notice (the “Conversion Event Notice”) of the occurrence of the Conversion Event to each remaining holder of Convertible Notes in accordance with the 2010 Indenture, as amended. Except as set forth in an Election Notice (as defined below), the right to convert Convertible Notes with respect to the occurrence of the Conversion Event shall terminate on the date that is 46 days following the date of the Conversion Event Notice (the “Conversion Termination Date”), such that the holder shall have a 45-day period in which to convert its Convertible Notes. Any Convertible Notes not otherwise converted prior to the Conversion Termination Date or specified for conversion in an Election Notice shall be redeemable, in whole or in part, at our election at any time prior to maturity at par plus accrued and unpaid interest thereon to the Conversion Termination Date. | ||||||||
On June 17, 2013, the common stock price hurdle necessary to constitute a Conversion Event was met. As such, we provided a Conversion Event Notice to the remaining holders of Convertible Notes on June 18, 2013. Holders had until the close of business on August 2, 2013, the Conversion Termination Date, to tender their Convertible Notes for shares of common stock. As of August 3, 2013, the remaining Convertible Notes no longer include a conversion feature and ceased to accrue interest. After giving effect to the tendered Convertible Notes, $0.1 million aggregate principal amount of Convertible Notes remained outstanding as of September 30, 2013. | ||||||||
Other Financing | ||||||||
On July 23, 2013, we entered into a master leasing agreement with Capital One Equipment Finance Corporation ("Capital One") to provide up to $5.0 million in total lease commitments for mixer trucks. As of September 30, 2013, we have utilized $0.7 million of lease commitments from Capital One with a fixed interest rate of 4.54% per annum, payable monthly for a term of five years. The lease terms include a one dollar buyout option at the end of the lease term. Accordingly, this financing has been classified as a capital lease. On July 26, 2013, we signed a promissory note with Daimler Truck Financial ("Daimler") for the purchase of mixer trucks in the amount of $1.5 million with a fixed interest rate of 3.02% per annum, payable monthly for a term of five years. |
EXTINGUISHMENT_OF_DEBT
EXTINGUISHMENT OF DEBT | 9 Months Ended |
Sep. 30, 2013 | |
Extinguishment of Debt Disclosures [Abstract] | ' |
EXTINGUISHMENT OF DEBT | ' |
EXTINGUISHMENT OF DEBT | |
As described in Note 8 above, in conjunction with the Conversion Event, holders of our Convertible Notes tendered $6.4 million of Convertible Notes in exchange for 0.6 million shares of common stock. As a result of the Conversion Event, during the third quarter of 2013, we wrote-off $0.3 million of previously deferred financing costs, $3.7 million of derivative liabilities, and $0.8 million of unamortized discount. This resulted in a net loss on extinguishment of debt of $1.7 million, which is included on the accompanying condensed consolidated statements of operations. | |
In connection with the Exchange Offer, described in Note 8 above, we exchanged $48.5 million of Convertible Notes for $61.1 million of 2013 Notes. As a result of the Exchange Offer, during the first quarter of 2013, we wrote-off $2.4 million of previously deferred financing costs, $26.6 million in derivative liabilities, and $7.3 million of unamortized discount. We recorded a net gain on extinguishment of debt associated with this transaction of $4.3 million on the accompanying condensed consolidated statements of operations. | |
In connection with the Exchange Offer and the Amendment to the 2012 Credit Agreement, we incurred $2.3 million of deferred financing costs, which are classified as other assets on the accompanying condensed consolidated balance sheets. The deferred financing costs for the Exchange Offer and the Amendment to the 2012 Credit Agreement are being amortized over the term of the 2013 Notes and the 2012 Credit Agreement, respectively, using the straight line method, which approximates the effective interest method. |
WARRANTS
WARRANTS | 9 Months Ended |
Sep. 30, 2013 | |
Warrants and Rights Note Disclosure [Abstract] | ' |
WARRANTS | ' |
WARRANTS | |
On August 31, 2010, we issued warrants to acquire common stock (the “Warrants”) in two tranches: Class A Warrants to purchase an aggregate of approximately 1.5 million shares of common stock and Class B Warrants to purchase an aggregate of approximately 1.5 million shares of common stock. The Warrants were issued to holders of our predecessor common stock pro rata based on a holder’s stock ownership. The fair value of these Warrants have been included in derivative liabilities on the accompanying condensed consolidated balance sheets (see Note 11). |
DERIVATIVES
DERIVATIVES | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | |||||||||
DERIVATIVES | ' | |||||||||
DERIVATIVES | ||||||||||
General | ||||||||||
We are exposed to certain risks relating to our ongoing business operations. However, derivative instruments are not used to hedge these risks. We are required to account for derivative instruments as a result of the issuance of the Warrants and Convertible Notes on August 31, 2010. None of our derivative contracts manage business risk or are executed for speculative purposes. Our Convertible Notes embedded derivative was written-off as of the Conversion Termination Date as discussed in Notes 8 and 9 above, as the remaining note holders no longer have conversion rights. | ||||||||||
Our derivative instruments are summarized as follows: | ||||||||||
Fair Value | ||||||||||
Derivative instruments not designated as | Balance Sheet Location | 30-Sep-13 | December 31, 2012 | |||||||
hedging instruments under ASC 815 | ||||||||||
Warrants | Derivative liabilities | $ | 17,555 | $ | 4,857 | |||||
Convertible Notes embedded derivative | Derivative liabilities | — | 17,173 | |||||||
$ | 17,555 | $ | 22,030 | |||||||
The following table presents the effect of derivative instruments on the accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2013, excluding income tax effects: | ||||||||||
Derivative instruments not designated as hedging instruments under ASC 815 | Location of Income/(Loss) Recognized | Three months ended September 30, 2013 | Nine months ended September 30, 2013 | |||||||
Warrants | Derivative loss | $ | (5,467 | ) | $ | (12,698 | ) | |||
Convertible Notes embedded derivative | Derivative loss | — | (13,131 | ) | ||||||
$ | (5,467 | ) | $ | (25,829 | ) | |||||
Warrant and Convertible Note volume positions are presented in the number of shares underlying the respective instruments. The table below presents our volume positions (in thousands) as of September 30, 2013 and December 31, 2012: | ||||||||||
Number of Shares | ||||||||||
Derivative instruments not designated as hedging instruments under ASC 815 | 30-Sep-13 | 31-Dec-12 | ||||||||
Warrants | 3,000 | 3,000 | ||||||||
Convertible Notes embedded derivative | — | 5,238 | ||||||||
3,000 | 8,238 | |||||||||
We do not have any derivative instruments with credit features requiring the posting of collateral in the event of a credit downgrade or similar credit event. |
FAIR_VALUE_DISCLOSURES
FAIR VALUE DISCLOSURES | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
FAIR VALUE DISCLOSURES | ' | |||||||||||||||
FAIR VALUE DISCLOSURES | ||||||||||||||||
Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. Accounting guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of us. Unobservable inputs are inputs that reflect our assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: | ||||||||||||||||
Level 1—Quoted prices in active markets for identical assets or liabilities. | ||||||||||||||||
Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | ||||||||||||||||
Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | ||||||||||||||||
Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. We review the fair value hierarchy classification on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification of levels for certain assets and liabilities within the fair value hierarchy. | ||||||||||||||||
The following tables present our fair value hierarchy for liabilities measured at fair value on a recurring basis (in thousands): | ||||||||||||||||
September 30, 2013 | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Derivative – Warrants(1) | $ | 17,555 | $ | — | $ | — | $ | 17,555 | ||||||||
Derivative – Convertible Notes embedded derivative | — | — | — | — | ||||||||||||
Other obligations - Bode Earn-out(3) | 7,000 | — | — | 7,000 | ||||||||||||
$ | 24,555 | $ | — | $ | — | $ | 24,555 | |||||||||
December 31, 2012 | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Derivative – Warrants(1) | $ | 4,857 | $ | — | $ | — | $ | 4,857 | ||||||||
Derivative – Convertible Notes embedded derivative(2) | 17,173 | — | — | 17,173 | ||||||||||||
Other obligations - Bode Earn-out(3) | 7,000 | — | — | 7,000 | ||||||||||||
$ | 29,030 | $ | — | $ | — | $ | 29,030 | |||||||||
-1 | Represents the fair value of the Warrants (see Note 10). | |||||||||||||||
-2 | Represents the compound embedded derivative included in our Convertible Notes (see Note 11). The compound embedded derivative includes the value associated with the noteholders’ conversion option, as well as certain rights to receive “make-whole” amounts. The “make-whole” provision(s) provides that, upon certain contingent events, if conversion is elected on the Convertible Notes, we may be obligated to pay such holder an amount in cash, or shares of common stock, to compensate noteholders who have converted early as a result of these contingent events, interest and time value of the conversion option foregone via the conversion. | |||||||||||||||
-3 | Represents the fair value of the Bode Earn-out (see Note 3). The fair value was determined based on expected payouts that will be due to the former owners based on the achievement of certain incremental sales volume milestones, using a contractual discount rate of 7.0%. These payments are capped at a fair value of $7.0 million. | |||||||||||||||
Due to the Conversion Event that occurred during June 2013, we changed the valuation model that we used to value our Convertible Notes embedded derivative liability in the second quarter of 2013 from a lattice model to a Black-Scholes-Merton model. Prior to the second quarter of 2013, the Convertible Notes embedded derivative was valued using a lattice model for instruments with the option to convert into common equity. As of September 30, 2013, the Convertible Notes are no longer convertible into shares of common stock and, as a result, the Convertible Notes no longer contain an embedded derivative. | ||||||||||||||||
The liability for the Warrants was valued utilizing a Black-Scholes-Merton model. Inputs into the model were based upon observable market data where possible. Where observable market data did not exist, the Company modeled inputs based upon similar observable inputs. The key inputs in determining our derivative liabilities include our stock price, stock price volatility, risk free interest rates and interest rates for conventional debt of similarly situated companies. | ||||||||||||||||
A reconciliation of the changes in Level 3 fair value measurements from December 31, 2012 to September 30, 2013 is provided below (in thousands): | ||||||||||||||||
Warrants | Convertible Notes | Bode Earn-out | ||||||||||||||
Embedded Derivative | ||||||||||||||||
Balance at December 31, 2012 | $ | 4,857 | $ | 17,173 | $ | 7,000 | ||||||||||
Total losses included in net loss | 5,713 | 12,733 | — | |||||||||||||
Write-off of derivative on Convertible Notes tendered for 2013 Notes (1) | — | (26,641 | ) | — | ||||||||||||
Balance at March 31, 2013 | 10,570 | 3,265 | 7,000 | |||||||||||||
Total losses included in net income | 1,518 | 398 | — | |||||||||||||
Write-off of derivative on Convertible Notes tendered for common stock(2) | — | (13 | ) | — | ||||||||||||
Balance at June 30, 2013 | $ | 12,088 | $ | 3,650 | $ | 7,000 | ||||||||||
Total losses included in net income | $ | 5,467 | $ | — | $ | — | ||||||||||
Write-off of derivative on Convertible Notes tendered for common stock or remaining at the Conversion Termination Date(3) | $ | — | $ | (3,650 | ) | $ | — | |||||||||
Balance at September 30, 2013 | $ | 17,555 | $ | — | $ | 7,000 | ||||||||||
-1 | Represents the pro rata portion of derivative liability associated with tendered Convertible Notes measured at the date of exchange, which is included in the nine months ended September 30, 2013 (loss) gain on extinguishment of debt on the accompanying condensed consolidated statements of operations. | |||||||||||||||
-2 | Represents the pro rata portion of derivative liability associated with tendered Convertible Notes measured at the date of tender, which is included in the nine months ended September 30, 2013 (loss) gain on extinguishment of debt on the accompanying condensed consolidated statements of operations. | |||||||||||||||
-3 | Represents the pro rata portion of derivative liability associated with tendered Convertible Notes measured at the date of tender or remaining at the Conversion Termination Date, which is included in the three and nine months ended September 30, 2013 (loss) gain on extinguishment of debt on the accompanying condensed consolidated statements of operations. | |||||||||||||||
Our other financial instruments consist of cash and cash equivalents, trade receivables, trade payables and long-term debt. We consider the carrying values of cash and cash equivalents, trade receivables and trade payables to be representative of their respective fair values because of their short-term maturities or expected settlement dates. The carrying value of outstanding amounts under our 2012 Credit Agreement approximates fair value due to the floating interest rate. The fair value of our remaining Convertible Notes was approximately $0.1 million, and included no embedded derivative at September 30, 2013, and $68.8 million, including $17.2 million related to the embedded derivative, at December 31, 2012. |
CORPORATE_HEADQUARTERS_RELOCAT
CORPORATE HEADQUARTERS RELOCATION AND LEASE EXIT COSTS | 9 Months Ended |
Sep. 30, 2013 | |
Restructuring Charges [Abstract] | ' |
CORPORATE HEADQUARTERS RELOCATION AND LEASE EXIT COSTS | ' |
CORPORATE HEADQUARTERS RELOCATION AND LEASE EXIT COSTS | |
During the first quarter of 2012, we made the decision to relocate our corporate headquarters from Houston, Texas to Euless, Texas. The move was completed in July 2012. As a result of this decision, we have paid severance costs to employees who did not relocate with the Company, as well as other employee-related and general moving costs. For the three and nine months ended September 30, 2013, we recorded approximately $0.0 and $0.5 million, respectively, for these severance, other employee-related, and moving costs. For the three and nine months ended September 30, 2012, we recorded approximately $0.7 million and $2.3 million, respectively, for these costs. These costs are included in selling, general and administrative ("SG&A") expenses on the condensed consolidated statements of operations. | |
In connection with the relocation, we ceased use of our leased corporate office space in Houston effective July 21, 2012. As a result, during the third quarter of 2012, we recorded a $0.4 million non-cash charge to SG&A expenses for the net present value of the difference between the remaining lease payments and the market value we believed we could obtain for a sublease of the space over the remainder of the term. We continued to incur rent expense for the remainder of the lease term, which we included in SG&A expenses; and the expense was being reduced by the amortization of the cease-use obligation over the remaining lease term. The associated nominal accretion expense was included as a charge to SG&A expenses over the remaining lease term. During the third quarter of 2013, we signed an agreement with the landlord to terminate the lease for a payment of $0.2 million. Prior to lease termination, we did not sublease the space and recorded no rental income. We recorded credits of approximately zero and $0.1 million in amortization of the cease-use obligation during the three and nine months ended September 30, 2013, respectively. |
INCOME_TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' |
INCOME TAXES | ' |
INCOME TAXES | |
In accordance with U.S. GAAP, the recognized value of deferred tax assets must be reduced to the amount that is more likely than not to be realized in future periods. The ultimate realization of the benefit of deferred tax assets from deductible temporary differences or tax carryovers depends on the generation of sufficient taxable income during the periods in which those temporary differences become deductible. We considered the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on these considerations, we relied upon the reversal of certain deferred tax liabilities to realize a portion of our deferred tax assets and established valuation allowances as of September 30, 2013 and December 31, 2012 for other deferred tax assets because of uncertainty regarding their ultimate realization. Our total net deferred tax liability was approximately $0.5 million as of September 30, 2013 and December 31, 2012. We made income tax payments of approximately $0.3 million and $0.2 million during the nine months ended September 30, 2013 and 2012, respectively. There were no payments made during the three months ended September 30, 2013 and 2012. | |
In accordance with U.S. GAAP, intra-period tax allocation provisions require allocation of a tax expense to continuing operations due to current income (loss) from discontinued operations. We recorded a tax benefit (expense) of $0 and $(70,000) in income from continuing operations for the three and nine months ended September 30, 2013, respectively, and $304,000 and $305,000 for the three and nine months ended September 30, 2012, respectively. We recorded an offsetting tax benefit (expense) in income from discontinued operations for the three and nine months ended September 30, 2013 and 2012. The intra-period tax allocation between the results from continuing operations and discontinued operations in the comparable three and nine months ended September 30, 2013 and September 30, 2012 was $0. | |
We underwent a change in ownership for purposes of Section 382 of the Internal Revenue Code of 1986, as amended (the “IRC”), as a result of the consummation of our plan of reorganization on August 31, 2010. As a result, the amount of our pre-change net operating losses (“NOLs”) and other tax attributes that are available to offset future taxable income are subject to an annual limitation. The annual limitation is based on the value of the corporation as of the effective date of the plan of reorganization. The ownership change and the resulting annual limitation on the use of NOLs are not expected to result in the expiration of our NOL carryforwards if we are able to generate sufficient future taxable income within the carryforward periods. However, the limitation on the amount of NOLs available to offset taxable income in a specific year may result in the payment of income taxes before all NOLs have been utilized. Additionally, a subsequent ownership change may result in further limitation on our ability to utilize existing NOLs and other tax attributes. |
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended | |||||
Sep. 30, 2013 | ||||||
Stockholders' Equity Note [Abstract] | ' | |||||
STOCKHOLDERS' EQUITY | ' | |||||
STOCKHOLDERS' EQUITY | ||||||
Common Stock and Preferred Stock | ||||||
The following table presents information regarding our common stock (in thousands): | ||||||
September 30, 2013 | December 31, 2012 | |||||
Shares authorized | 100,000 | 100,000 | ||||
Shares outstanding at end of period | 14,029 | 13,358 | ||||
Shares held in treasury | 400 | 118 | ||||
Under our amended and restated certificate of incorporation, we are authorized to issue 100.0 million shares of common stock, par value $0.001 per share, and 10.0 million shares of preferred stock, par value $0.001 per share. Additionally, we are authorized to issue “blank check” preferred stock, which may be issued from time to time in one or more series upon authorization by our board of directors (the “Board”). The Board, without further approval of the stockholders, is authorized to fix the dividend rights and terms, conversion rights, voting rights, redemption rights and terms, liquidation preferences, and any other rights, preferences and restrictions applicable to each series of the preferred stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, adversely affect the voting power of the holders of the common stock and, under certain circumstances, make it more difficult for a third party to gain control of us, discourage bids for our common stock at a premium or otherwise affect the market price of our common stock. There was no preferred stock issued or outstanding as of September 30, 2013 or December 31, 2012. | ||||||
Treasury Stock | ||||||
Employees may elect to satisfy their tax obligations on the vesting of their restricted stock by having the required tax payments withheld based on a number of vested shares having an aggregate value on the date of vesting equal to the tax obligation. As a result of such employee elections, we withheld approximately 128,000 shares of common stock at a total value of approximately $2.5 million during the three months ended September 30, 2013, and 282,000 shares at a total value of approximately $4.6 million during the nine months ended September 30, 2013. We withheld approximately 45,000 shares at a total value of $0.3 million during the three months ended September 30, 2012, and 55,000 shares at a total value of $0.3 million during the nine months ended September 30, 2012. We accounted for the withholding of these shares as treasury stock. |
NET_EARNINGS_LOSS_PER_SHARE
NET EARNINGS (LOSS) PER SHARE | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||
NET EARNINGS (LOSS) PER SHARE | ' | |||||||||||
NET EARNINGS (LOSS) PER SHARE | ||||||||||||
Basic earnings (loss) per share is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding during the period after giving effect to all potentially dilutive securities outstanding during the period. | ||||||||||||
For the three and nine months ended September 30, 2013 and September 30, 2012, our potentially dilutive shares include the shares underlying our Convertible Notes, restricted stock, restricted stock units, stock options, and Warrants. The following table shows the type and number (in thousands) of potentially dilutive shares excluded from the diluted earnings (loss) per share calculations for the periods presented as their effect would have been anti-dilutive: | ||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
Potentially dilutive shares: | ||||||||||||
Convertible Notes | 184 | 5,238 | 467 | 5,238 | ||||||||
Unvested restricted stock and restricted stock units | 567 | 1,350 | 567 | 1,350 | ||||||||
Stock options | 82 | 106 | 82 | 106 | ||||||||
Warrants | 3,000 | 3,000 | 3,000 | 3,000 | ||||||||
Total potentially dilutive shares | 3,833 | 9,694 | 4,116 | 9,694 | ||||||||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
COMMITMENTS AND CONTINGENCIES | ' |
COMMITMENTS AND CONTINGENCIES | |
Legal Proceedings | |
From time to time, and currently, we are subject to various claims and litigation brought by employees, customers and other third parties for, among other matters, personal injuries, property damages, product defects and delay damages that have, or allegedly have, resulted from the conduct of our operations. As a result of these types of claims and litigation, we must periodically evaluate the probability of damages being assessed against us and the range of possible outcomes. In each reporting period, if we determine that the likelihood of damages being assessed against us is probable and, if we believe we can estimate a range of possible outcomes, then we will record a liability. The amount of the liability will be based upon a specific estimate, if we believe a specific estimate to be likely, or it will reflect the low end of our range. Currently, there are no material legal proceedings pending against us. | |
In the future, we may receive funding deficiency demands from multi-employer pension plans to which we contribute. We are unable to estimate the amount of any potential future funding deficiency demands because the actions of each of the contributing employers in the plans has an effect on each of the other contributing employers, the development of a rehabilitation plan by the trustees and subsequent submittal to and approval by the Internal Revenue Service is not predictable. Further, the allocation of fund assets and return assumptions by trustees are variable, as are actual investment returns relative to the plan assumptions. | |
As of November 7, 2013, there are no material product defect claims pending against us. Accordingly, our existing accruals for claims against us do not reflect any material amounts relating to product defect claims. While our management is not aware of any facts that would reasonably be expected to lead to material product defect claims against us that would have a material adverse effect on our business, financial condition or results of operations, it is possible that claims could be asserted against us in the future. We do not maintain insurance that would cover all damages resulting from product defect claims. In particular, we generally do not maintain insurance coverage for the cost of removing and rebuilding structures, or so-called “rip and tear” coverage. In addition, our indemnification arrangements with contractors or others, when obtained, generally provide only limited protection against product defect claims. Due to inherent uncertainties associated with estimating unasserted claims in our business, we cannot estimate the amount of any future loss that may be attributable to unasserted product defect claims related to ready-mixed concrete we have delivered prior to September 30, 2013. | |
We believe that the resolution of all litigation currently pending or threatened against us or any of our subsidiaries will not materially exceed our existing accruals for those matters. However, because of the inherent uncertainty of litigation, there is a risk that we may have to increase our accruals for one or more claims or proceedings to which we or any of our subsidiaries is a party as more information becomes available or proceedings progress, and any such increase in accruals could have a material adverse effect on our consolidated financial condition or results of operations. We expect in the future that we and our operating subsidiaries will from time to time be a party to litigation or administrative proceedings that arise in the normal course of our business. | |
We are subject to federal, state and local environmental laws and regulations concerning, among other matters, air emissions and wastewater discharge. Our management believes we are in substantial compliance with applicable environmental laws and regulations. From time to time, we receive claims from federal and state environmental regulatory agencies and entities asserting that we may be in violation of environmental laws and regulations. Based on experience and the information currently available, our management does not believe that these claims will materially exceed our related accruals. Despite compliance and experience, it is possible that we could be held liable for future charges, which might be material, but are not currently known to us or cannot be estimated by us. In addition, changes in federal or state laws, regulations or requirements, or discovery of currently unknown conditions, could require additional expenditures. | |
As permitted under Delaware law, we have agreements that provide indemnification of officers and directors for certain events or occurrences while the officer or director is or was serving at our request in such capacity. The maximum potential amount of future payments that we could be required to make under these indemnification agreements is not limited; however, we have a director and officer insurance policy that potentially limits our exposure and enables us to recover a portion of future amounts that may be paid. As a result of the insurance policy coverage, we believe the estimated fair value of these indemnification agreements is minimal. Accordingly, we have not recorded any liabilities for these agreements as of September 30, 2013. | |
We and our subsidiaries are parties to agreements that require us to provide indemnification in certain instances when we acquire businesses and real estate and in the ordinary course of business with our customers, suppliers, lessors and service providers. | |
Insurance Programs | |
We maintain third-party insurance coverage against certain risks in amounts we believe are reasonable. Under certain components of our insurance program, we share the risk of loss with our insurance underwriters by maintaining high deductibles subject to aggregate annual loss limitations. Generally, our deductible retentions per occurrence for auto, workers’ compensation and general liability insurance programs are $1.0 million, although certain of our operations are self-insured for workers’ compensation. We fund these deductibles and record an expense for expected losses under the programs. We determine the expected losses using a combination of our historical loss experience and subjective assessments of our future loss exposure. The estimated losses are subject to uncertainty from various sources, including changes in claims reporting patterns, claims settlement patterns, judicial decisions, legislation and economic conditions. Although we believe the estimated losses we have recorded are reasonable, significant differences related to the items we have noted above could materially affect our insurance obligations and future expense. The amount accrued for estimated losses was $8.6 million as of September 30, 2013, compared to $9.0 million as of December 31, 2012, which is currently recorded in accrued liabilities on our condensed consolidated balance sheets. | |
Performance Bonds | |
In the normal course of business, we are contingently liable for performance under $9.7 million in performance bonds that various contractors, states and municipalities have required as of September 30, 2013. The bonds principally relate to construction contracts, reclamation obligations and licensing and permitting. We have indemnified the underwriting insurance company against any exposure under the performance bonds. No material claims have been made against these bonds as of September 30, 2013. |
SEGMENT_INFORMATION
SEGMENT INFORMATION | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
SEGMENT INFORMATION | ' | ||||||||||||||||
SEGMENT INFORMATION | |||||||||||||||||
The sale of our California and Arizona precast operations during 2012 represented a disposal of a significant majority of our previously reported precast operating segment. These disposals were part of our strategy to become the premier focused domestic supplier of ready-mixed concrete in the United States. As such, during the fourth quarter of 2012, we made changes to better align our operating and reportable segments with our overall strategy and the manner in which we organize and manage our business. Our two reportable segments now consist of ready-mixed concrete and aggregate products as described below. Historical segment results have been recast to conform with these changes. | |||||||||||||||||
Our ready-mixed concrete segment produces and sells ready-mixed concrete. This segment serves the following principal markets: north and west Texas, California, New Jersey, New York, Washington, D.C. and Oklahoma. Our aggregate products segment includes crushed stone, sand and gravel products and serves the north and west Texas, New Jersey, and New York markets in which our ready-mixed concrete segment operates. Other products not associated with a reportable segment include our building materials stores, hauling operations, lime slurry, Aridus® rapid-drying concrete technology, brokered product sales, a recycled aggregates operation, and one remaining precast concrete plant in Pennsylvania. | |||||||||||||||||
Our customers are generally involved in the construction industry, which is a cyclical business and is subject to general and more localized economic conditions. In addition, our business is impacted by seasonal variations in weather conditions, which vary by regional market. Accordingly, demand for our products and services during the winter months are typically lower than in other months of the year because of inclement weather. Also, sustained periods of inclement weather and other adverse weather conditions could cause the delay of construction projects during other times of the year. | |||||||||||||||||
In the fourth quarter of 2012, we changed the income measure used to evaluate performance of our segments to more closely align our reporting with the measure used to calculate the Company's compliance with debt covenants. Historical segment reporting has been recast to conform with this change. | |||||||||||||||||
Our chief operating decision maker evaluates segment performance and allocates resources based on Adjusted EBITDA. We define Adjusted EBITDA as net income (loss) from continuing operations excluding interest, income taxes, depreciation, depletion and amortization, derivative gain (loss), and gain or loss on extinguishment of debt. Additionally, we adjust Adjusted EBITDA for items similar to certain of those used in calculating the Company’s compliance with debt covenants. The additional items that are adjusted to determine our Adjusted EBITDA are: | |||||||||||||||||
• | Non-cash stock compensation expense; | ||||||||||||||||
• | Corporate officer severance expense; | ||||||||||||||||
• | Expenses associated with the relocation of our corporate headquarters; and | ||||||||||||||||
• | Expenses associated with the departure of our former President and Chief Executive Officer and hiring of our new President and Chief Executive Officer. | ||||||||||||||||
We consider Adjusted EBITDA to be an indicator of the operational strength and performance of our business. We have included Adjusted EBITDA because it is a key financial measure used by our management to (i) internally measure our operating performance and (ii) assess our ability to service our debt, incur additional debt and meet our capital expenditure requirements. | |||||||||||||||||
Adjusted EBITDA should not be construed as an alternative to, or a better indicator of, operating income or loss, is not based on U.S. GAAP, and is not necessarily a measure of our cash flows or ability to fund our cash needs. Our measurements of Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. | |||||||||||||||||
We account for inter-segment sales at market prices. Corporate includes executive, administrative, financial, legal, human resources, business development and risk management activities which are not allocated to reportable segments and are excluded from segment Adjusted EBITDA. Eliminations include transactions to account for intercompany activity. | |||||||||||||||||
The following tables set forth certain financial information relating to our continuing operations by reportable segment (in thousands): | |||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Revenue: | |||||||||||||||||
Ready-mixed concrete | |||||||||||||||||
Sales to external customers | $ | 151,545 | $ | 130,527 | $ | 410,046 | $ | 352,437 | |||||||||
Aggregate products | |||||||||||||||||
Sales to external customers | 6,903 | 5,701 | 15,601 | 13,309 | |||||||||||||
Intersegment sales | 4,604 | 4,114 | 12,562 | 9,953 | |||||||||||||
Total reportable segment revenue | 163,052 | 140,342 | 438,209 | 375,699 | |||||||||||||
Other products and eliminations | 10,515 | 6,704 | 25,619 | 20,440 | |||||||||||||
Total revenue | $ | 173,567 | $ | 147,046 | $ | 463,828 | $ | 396,139 | |||||||||
Reportable Segment Adjusted EBITDA: | |||||||||||||||||
Ready-mixed concrete | $ | 19,418 | $ | 12,099 | $ | 46,624 | $ | 30,253 | |||||||||
Aggregate products | 3,122 | 2,215 | 4,667 | 3,508 | |||||||||||||
Total reportable segment Adjusted EBITDA | 22,540 | 14,314 | 51,291 | 33,761 | |||||||||||||
Reconciliation of reportable segment Adjusted EBITDA to income (loss) from continuing operations before income taxes: | |||||||||||||||||
Total reportable segment Adjusted EBITDA | 22,540 | 14,314 | 51,291 | 33,761 | |||||||||||||
Other products and eliminations income (loss) from operations | 1,072 | 569 | 2,573 | (356 | ) | ||||||||||||
Corporate overhead, net of insurance allocations | (7,301 | ) | (8,323 | ) | (23,099 | ) | (21,581 | ) | |||||||||
Depreciation, depletion and amortization for reportable segments | (3,975 | ) | (2,905 | ) | (11,768 | ) | (8,744 | ) | |||||||||
Interest expense, net | (2,477 | ) | (2,842 | ) | (7,837 | ) | (8,616 | ) | |||||||||
Corporate (loss) gain on early extinguishment of debt | (1,673 | ) | (2,630 | ) | 2,631 | (2,630 | ) | ||||||||||
Corporate derivative loss | (5,467 | ) | (2,576 | ) | (25,829 | ) | (6,544 | ) | |||||||||
Corporate and other products and eliminations other income, net | 96 | 61 | 496 | 375 | |||||||||||||
Income (loss) from continuing operations before income taxes | $ | 2,815 | $ | (4,332 | ) | $ | (11,542 | ) | $ | (14,335 | ) | ||||||
Capital Expenditures: | |||||||||||||||||
Ready-mixed concrete | $ | 3,677 | $ | 232 | $ | 8,496 | $ | 2,423 | |||||||||
Aggregate products | 837 | 562 | 2,987 | 942 | |||||||||||||
Other products and corporate | 735 | 687 | 1,882 | 876 | |||||||||||||
Total capital expenditures | $ | 5,249 | $ | 1,481 | $ | 13,365 | $ | 4,241 | |||||||||
Revenue by Product: | |||||||||||||||||
Ready-mixed concrete | $ | 151,545 | $ | 130,527 | $ | 410,046 | $ | 352,437 | |||||||||
Aggregate products | 6,903 | 5,701 | 15,601 | 13,309 | |||||||||||||
Precast concrete products | 6,372 | 3,683 | 13,817 | 10,755 | |||||||||||||
Building materials | 4,328 | 3,510 | 10,943 | 8,942 | |||||||||||||
Lime | 2,021 | 1,930 | 6,192 | 4,957 | |||||||||||||
Hauling | 1,137 | 1,200 | 3,714 | 3,971 | |||||||||||||
Other | 1,261 | 495 | 3,515 | 1,768 | |||||||||||||
Total revenue | $ | 173,567 | $ | 147,046 | $ | 463,828 | $ | 396,139 | |||||||||
Identifiable Property, Plant and Equipment Assets: | As of | As of | |||||||||||||||
30-Sep-13 | December 31, 2012 | ||||||||||||||||
Ready-mixed concrete | $ | 81,064 | $ | 75,469 | |||||||||||||
Aggregate products | 35,005 | 34,316 | |||||||||||||||
Other products and corporate | 11,863 | 11,086 | |||||||||||||||
Total identifiable assets | $ | 127,932 | $ | 120,871 | |||||||||||||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | |
Sep. 30, 2013 | ||
Subsequent Events [Abstract] | ' | |
Subsequent Events [Text Block] | ' | |
19 | SUBSEQUENT EVENTS | |
On October 29, 2013, we and certain of our subsidiaries, as guarantors, entered into a First Amended and Restated Loan and Security Agreement (the “2013 Loan Agreement”) with the Lenders and the Administrative Agent, which amended and restated our 2012 Credit Agreement. The 2013 Loan Agreement, among other things, provides for an increase, upon the consummation of a qualifying refinancing of our 2013 Notes (a “Senior Notes Refinancing”), of the Revolving Commitment from $102.5 million to $125.0 million. The expiration date of the 2013 Loan Agreement is July 1, 2015, which, upon a Senior Notes Refinancing (if any) will be extended to the date that is the earlier of (i) October 29, 2018 and (ii) 60 days prior to the maturity of the indebtedness incurred in a Senior Notes Refinancing (the “Senior Notes Refinancing Debt”). The principal amount of the Senior Notes Refinancing Debt may not exceed $300 million; provided that if the amount of the Senior Notes Refinancing Debt is greater than $200 million, our pro forma leverage ratio for the most recent trailing twelve-month period must be no greater than 4.25 to 1.0 and the Senior Notes Refinancing Debt must mature six months outside the expiration date of the 2013 Loan Agreement. | ||
On November 7, 2013, we announced that we commenced an offering of $200 million aggregate principal amount of senior secured notes due 2020 (the “2020 Notes”) in a private placement solely to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or outside the United States to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act. The 2020 Notes will be guaranteed on a senior secured basis by our existing and future restricted subsidiaries that guarantee obligations under our Revolving Commitment or that guarantee certain of our other indebtedness or certain indebtedness of the guarantors. We intend to use proceeds from the offering to repay all of the outstanding borrowings under our 2013 Loan Agreement, to redeem or otherwise retire all of our outstanding 2013 Notes, and for general corporate purposes. We expect the offering to close in November 2013, subject to market conditions and customary closing conditions. The consummation of the 2020 Notes offering would be a Senior Notes Refinancing under the 2013 Loan Agreement. |
DISCONTINUED_OPERATIONS_Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||||||||||||||
Summary of discontinued operations | ' | |||||||||||||||
The results of these discontinued operations were as follows (in thousands): | ||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenue | $ | — | $ | 7,501 | $ | — | $ | 32,496 | ||||||||
Depreciation, depletion and amortization (“DD&A”) | 9 | 142 | 25 | 592 | ||||||||||||
Operating expenses excluding DD&A | 60 | 8,415 | 1,501 | 33,212 | ||||||||||||
Loss from discontinued operations | (69 | ) | (1,056 | ) | (1,526 | ) | (1,308 | ) | ||||||||
(Loss) gain on settlement of assets | (72 | ) | 2,019 | (302 | ) | 2,021 | ||||||||||
(Loss) income from discontinued operations, before income taxes | (141 | ) | 963 | (1,828 | ) | 713 | ||||||||||
Income tax (expense) benefit | — | (304 | ) | 70 | (305 | ) | ||||||||||
Net (loss) income from discontinued operations, net of taxes | $ | (141 | ) | $ | 659 | $ | (1,758 | ) | $ | 408 | ||||||
INVENTORIES_Tables
INVENTORIES (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
INVENTORIES | ' | |||||||
Inventory consists of the following (in thousands): | ||||||||
30-Sep-13 | 31-Dec-12 | |||||||
Raw materials | $ | 23,669 | $ | 22,082 | ||||
Building materials for resale | 2,053 | 1,645 | ||||||
Precast finished goods | 11 | — | ||||||
Other | 1,157 | 1,274 | ||||||
Total inventory | $ | 26,890 | $ | 25,001 | ||||
PURCHASED_INTANGIBLE_ASSETS_NE1
PURCHASED INTANGIBLE ASSETS, NET (Tables) | 9 Months Ended | ||||||||||||||
Sep. 30, 2013 | |||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||
Schedule of Purchased Intangible Assets | ' | ||||||||||||||
Our purchased intangible assets were as follows (in thousands) as of September 30, 2013: | |||||||||||||||
Gross | Accumulated Amortization | Net | Weighted Average Remaining Life (in years) | ||||||||||||
Customer relationships | $ | 13,500 | $ | (1,238 | ) | $ | 12,262 | 9.08 | |||||||
Trade name | 1,300 | (119 | ) | 1,181 | 9.08 | ||||||||||
Backlog | 800 | (800 | ) | — | 0 | ||||||||||
Total purchased intangible assets | $ | 15,600 | $ | (2,157 | ) | $ | 13,443 | 9.08 | |||||||
Estimated Remaining Amortization of Finite-Lived Intangible Assets | ' | ||||||||||||||
As of September 30, 2013, the estimated remaining amortization of our finite-lived intangible assets was as follows (in thousands): | |||||||||||||||
Total for Year | |||||||||||||||
2013 | $ | 370 | |||||||||||||
2014 | 1,480 | ||||||||||||||
2015 | 1,480 | ||||||||||||||
2016 | 1,480 | ||||||||||||||
2017 | 1,480 | ||||||||||||||
Thereafter | 7,153 | ||||||||||||||
Total | $ | 13,443 | |||||||||||||
ACCRUED_LIABILITIES_Tables
ACCRUED LIABILITIES - (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Summary of accrued liabilities | ' | |||||||
A summary of our accrued liabilities is as follows (in thousands): | ||||||||
30-Sep-13 | 31-Dec-12 | |||||||
Accrued materials | $ | 13,675 | $ | 5,745 | ||||
Accrued insurance reserves | 9,837 | 9,816 | ||||||
Accrued compensation and benefits | 8,607 | 7,381 | ||||||
Accrued property, sales and other taxes | 6,169 | 4,632 | ||||||
Accrued interest | 3,163 | 547 | ||||||
Accrued rent | 2,187 | 1,904 | ||||||
Other | 5,146 | 6,405 | ||||||
Total accrued liabilities | $ | 48,784 | $ | 36,430 | ||||
DEBT_Tables
DEBT (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Summary of debt | ' | |||||||
A summary of our debt and capital leases is as follows (in thousands): | ||||||||
30-Sep-13 | 31-Dec-12 | |||||||
Senior secured credit facility due 2015 | $ | 18,000 | $ | 13,300 | ||||
Senior secured notes due 2015 | 61,113 | — | ||||||
Convertible notes due 2015 | 103 | 46,142 | ||||||
Other financing | 4,843 | 4,017 | ||||||
84,059 | 63,459 | |||||||
Less: current maturities | 2,337 | 1,861 | ||||||
Total long-term debt | $ | 81,722 | $ | 61,598 | ||||
Target Secured Debt Ratio as of the Last Day of Each Month | ' | |||||||
We must meet a consolidated secured debt ratio not to exceed, as of the last day of each fiscal month, as shown below: | ||||||||
Consolidated | ||||||||
Period | Secured Debt Ratio | |||||||
April 1, 2013 — March 31, 2014 | 7.00 : 1.00 | |||||||
April 1, 2014 — March 31, 2015 | 6.75 : 1.00 | |||||||
April 1, 2015 — and thereafter | 6.50 : 1.00 |
DERIVATIVES_Tables
DERIVATIVES (Tables) | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | |||||||||
Summary of derivative instruments at fair value | ' | |||||||||
Our derivative instruments are summarized as follows: | ||||||||||
Fair Value | ||||||||||
Derivative instruments not designated as | Balance Sheet Location | 30-Sep-13 | December 31, 2012 | |||||||
hedging instruments under ASC 815 | ||||||||||
Warrants | Derivative liabilities | $ | 17,555 | $ | 4,857 | |||||
Convertible Notes embedded derivative | Derivative liabilities | — | 17,173 | |||||||
$ | 17,555 | $ | 22,030 | |||||||
Effect of derivative instruments on the statement of operations | ' | |||||||||
The following table presents the effect of derivative instruments on the accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2013, excluding income tax effects: | ||||||||||
Derivative instruments not designated as hedging instruments under ASC 815 | Location of Income/(Loss) Recognized | Three months ended September 30, 2013 | Nine months ended September 30, 2013 | |||||||
Warrants | Derivative loss | $ | (5,467 | ) | $ | (12,698 | ) | |||
Convertible Notes embedded derivative | Derivative loss | — | (13,131 | ) | ||||||
$ | (5,467 | ) | $ | (25,829 | ) | |||||
Volume positions of warrants and convertible notes | ' | |||||||||
Warrant and Convertible Note volume positions are presented in the number of shares underlying the respective instruments. The table below presents our volume positions (in thousands) as of September 30, 2013 and December 31, 2012: | ||||||||||
Number of Shares | ||||||||||
Derivative instruments not designated as hedging instruments under ASC 815 | 30-Sep-13 | 31-Dec-12 | ||||||||
Warrants | 3,000 | 3,000 | ||||||||
Convertible Notes embedded derivative | — | 5,238 | ||||||||
3,000 | 8,238 | |||||||||
FAIR_VALUE_DISCLOSURES_Tables
FAIR VALUE DISCLOSURES (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Fair value hierarchy for liabilities measured at fair value on a recurring basis | ' | |||||||||||||||
The following tables present our fair value hierarchy for liabilities measured at fair value on a recurring basis (in thousands): | ||||||||||||||||
September 30, 2013 | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Derivative – Warrants(1) | $ | 17,555 | $ | — | $ | — | $ | 17,555 | ||||||||
Derivative – Convertible Notes embedded derivative | — | — | — | — | ||||||||||||
Other obligations - Bode Earn-out(3) | 7,000 | — | — | 7,000 | ||||||||||||
$ | 24,555 | $ | — | $ | — | $ | 24,555 | |||||||||
December 31, 2012 | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Derivative – Warrants(1) | $ | 4,857 | $ | — | $ | — | $ | 4,857 | ||||||||
Derivative – Convertible Notes embedded derivative(2) | 17,173 | — | — | 17,173 | ||||||||||||
Other obligations - Bode Earn-out(3) | 7,000 | — | — | 7,000 | ||||||||||||
$ | 29,030 | $ | — | $ | — | $ | 29,030 | |||||||||
-1 | Represents the fair value of the Warrants (see Note 10). | |||||||||||||||
-2 | Represents the compound embedded derivative included in our Convertible Notes (see Note 11). The compound embedded derivative includes the value associated with the noteholders’ conversion option, as well as certain rights to receive “make-whole” amounts. The “make-whole” provision(s) provides that, upon certain contingent events, if conversion is elected on the Convertible Notes, we may be obligated to pay such holder an amount in cash, or shares of common stock, to compensate noteholders who have converted early as a result of these contingent events, interest and time value of the conversion option foregone via the conversion. | |||||||||||||||
-3 | Represents the fair value of the Bode Earn-out (see Note 3). The fair value was determined based on expected payouts that will be due to the former owners based on the achievement of certain incremental sales volume milestones, using a contractual discount rate of 7.0%. These payments are capped at a fair value of $7.0 million. | |||||||||||||||
Reconciliation of the changes in level 3 fair value measurements | ' | |||||||||||||||
A reconciliation of the changes in Level 3 fair value measurements from December 31, 2012 to September 30, 2013 is provided below (in thousands): | ||||||||||||||||
Warrants | Convertible Notes | Bode Earn-out | ||||||||||||||
Embedded Derivative | ||||||||||||||||
Balance at December 31, 2012 | $ | 4,857 | $ | 17,173 | $ | 7,000 | ||||||||||
Total losses included in net loss | 5,713 | 12,733 | — | |||||||||||||
Write-off of derivative on Convertible Notes tendered for 2013 Notes (1) | — | (26,641 | ) | — | ||||||||||||
Balance at March 31, 2013 | 10,570 | 3,265 | 7,000 | |||||||||||||
Total losses included in net income | 1,518 | 398 | — | |||||||||||||
Write-off of derivative on Convertible Notes tendered for common stock(2) | — | (13 | ) | — | ||||||||||||
Balance at June 30, 2013 | $ | 12,088 | $ | 3,650 | $ | 7,000 | ||||||||||
Total losses included in net income | $ | 5,467 | $ | — | $ | — | ||||||||||
Write-off of derivative on Convertible Notes tendered for common stock or remaining at the Conversion Termination Date(3) | $ | — | $ | (3,650 | ) | $ | — | |||||||||
Balance at September 30, 2013 | $ | 17,555 | $ | — | $ | 7,000 | ||||||||||
-1 | Represents the pro rata portion of derivative liability associated with tendered Convertible Notes measured at the date of exchange, which is included in the nine months ended September 30, 2013 (loss) gain on extinguishment of debt on the accompanying condensed consolidated statements of operations. | |||||||||||||||
-2 | Represents the pro rata portion of derivative liability associated with tendered Convertible Notes measured at the date of tender, which is included in the nine months ended September 30, 2013 (loss) gain on extinguishment of debt on the accompanying condensed consolidated statements of operations. | |||||||||||||||
-3 | Represents the pro rata portion of derivative liability associated with tendered Convertible Notes measured at the date of tender or remaining at the Conversion Termination Date, which is included in the three and nine months ended September 30, 2013 (loss) gain on extinguishment of debt on the accompanying condensed consolidated statements of operations. |
STOCKHOLDERS_EQUITY_Tables
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended | |||||
Sep. 30, 2013 | ||||||
Stockholders' Equity Note [Abstract] | ' | |||||
Schedule of common stock outstanding | ' | |||||
The following table presents information regarding our common stock (in thousands): | ||||||
September 30, 2013 | December 31, 2012 | |||||
Shares authorized | 100,000 | 100,000 | ||||
Shares outstanding at end of period | 14,029 | 13,358 | ||||
Shares held in treasury | 400 | 118 | ||||
NET_EARNINGS_LOSS_PER_SHARE_Ta
NET EARNINGS (LOSS) PER SHARE (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||
Summary of potentially dilutive shares excluded from the diluted earnings (loss) per share calculations | ' | |||||||||||
The following table shows the type and number (in thousands) of potentially dilutive shares excluded from the diluted earnings (loss) per share calculations for the periods presented as their effect would have been anti-dilutive: | ||||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||
Potentially dilutive shares: | ||||||||||||
Convertible Notes | 184 | 5,238 | 467 | 5,238 | ||||||||
Unvested restricted stock and restricted stock units | 567 | 1,350 | 567 | 1,350 | ||||||||
Stock options | 82 | 106 | 82 | 106 | ||||||||
Warrants | 3,000 | 3,000 | 3,000 | 3,000 | ||||||||
Total potentially dilutive shares | 3,833 | 9,694 | 4,116 | 9,694 | ||||||||
SEGMENT_INFORMATION_Tables
SEGMENT INFORMATION - (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Schedule of continuing operations by reportable segment | ' | ||||||||||||||||
The following tables set forth certain financial information relating to our continuing operations by reportable segment (in thousands): | |||||||||||||||||
Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Revenue: | |||||||||||||||||
Ready-mixed concrete | |||||||||||||||||
Sales to external customers | $ | 151,545 | $ | 130,527 | $ | 410,046 | $ | 352,437 | |||||||||
Aggregate products | |||||||||||||||||
Sales to external customers | 6,903 | 5,701 | 15,601 | 13,309 | |||||||||||||
Intersegment sales | 4,604 | 4,114 | 12,562 | 9,953 | |||||||||||||
Total reportable segment revenue | 163,052 | 140,342 | 438,209 | 375,699 | |||||||||||||
Other products and eliminations | 10,515 | 6,704 | 25,619 | 20,440 | |||||||||||||
Total revenue | $ | 173,567 | $ | 147,046 | $ | 463,828 | $ | 396,139 | |||||||||
Reportable Segment Adjusted EBITDA: | |||||||||||||||||
Ready-mixed concrete | $ | 19,418 | $ | 12,099 | $ | 46,624 | $ | 30,253 | |||||||||
Aggregate products | 3,122 | 2,215 | 4,667 | 3,508 | |||||||||||||
Total reportable segment Adjusted EBITDA | 22,540 | 14,314 | 51,291 | 33,761 | |||||||||||||
Reconciliation of reportable segment Adjusted EBITDA to income (loss) from continuing operations before income taxes: | |||||||||||||||||
Total reportable segment Adjusted EBITDA | 22,540 | 14,314 | 51,291 | 33,761 | |||||||||||||
Other products and eliminations income (loss) from operations | 1,072 | 569 | 2,573 | (356 | ) | ||||||||||||
Corporate overhead, net of insurance allocations | (7,301 | ) | (8,323 | ) | (23,099 | ) | (21,581 | ) | |||||||||
Depreciation, depletion and amortization for reportable segments | (3,975 | ) | (2,905 | ) | (11,768 | ) | (8,744 | ) | |||||||||
Interest expense, net | (2,477 | ) | (2,842 | ) | (7,837 | ) | (8,616 | ) | |||||||||
Corporate (loss) gain on early extinguishment of debt | (1,673 | ) | (2,630 | ) | 2,631 | (2,630 | ) | ||||||||||
Corporate derivative loss | (5,467 | ) | (2,576 | ) | (25,829 | ) | (6,544 | ) | |||||||||
Corporate and other products and eliminations other income, net | 96 | 61 | 496 | 375 | |||||||||||||
Income (loss) from continuing operations before income taxes | $ | 2,815 | $ | (4,332 | ) | $ | (11,542 | ) | $ | (14,335 | ) | ||||||
Capital Expenditures: | |||||||||||||||||
Ready-mixed concrete | $ | 3,677 | $ | 232 | $ | 8,496 | $ | 2,423 | |||||||||
Aggregate products | 837 | 562 | 2,987 | 942 | |||||||||||||
Other products and corporate | 735 | 687 | 1,882 | 876 | |||||||||||||
Total capital expenditures | $ | 5,249 | $ | 1,481 | $ | 13,365 | $ | 4,241 | |||||||||
Revenue by Product: | |||||||||||||||||
Ready-mixed concrete | $ | 151,545 | $ | 130,527 | $ | 410,046 | $ | 352,437 | |||||||||
Aggregate products | 6,903 | 5,701 | 15,601 | 13,309 | |||||||||||||
Precast concrete products | 6,372 | 3,683 | 13,817 | 10,755 | |||||||||||||
Building materials | 4,328 | 3,510 | 10,943 | 8,942 | |||||||||||||
Lime | 2,021 | 1,930 | 6,192 | 4,957 | |||||||||||||
Hauling | 1,137 | 1,200 | 3,714 | 3,971 | |||||||||||||
Other | 1,261 | 495 | 3,515 | 1,768 | |||||||||||||
Total revenue | $ | 173,567 | $ | 147,046 | $ | 463,828 | $ | 396,139 | |||||||||
Identifiable Property, Plant and Equipment Assets: | As of | As of | |||||||||||||||
30-Sep-13 | December 31, 2012 | ||||||||||||||||
Ready-mixed concrete | $ | 81,064 | $ | 75,469 | |||||||||||||
Aggregate products | 35,005 | 34,316 | |||||||||||||||
Other products and corporate | 11,863 | 11,086 | |||||||||||||||
Total identifiable assets | $ | 127,932 | $ | 120,871 | |||||||||||||
ACQUISITIONS_AND_DISPOSITIONS_
ACQUISITIONS AND DISPOSITIONS - Purchase of Bodin Concrete Assets (Details) (North Texas Three plants [Member] [Domain]) | Jul. 26, 2013 |
Processing_Facility | |
North Texas Three plants [Member] [Domain] | ' |
Business Acquisition [Line Items] | ' |
Number of plants acquired | 3 |
ACQUISITIONS_AND_DISPOSITIONS_1
ACQUISITIONS AND DISPOSITIONS - Sale of Smith Precast Operations (Details) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | |
Mar. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 17, 2012 | Sep. 30, 2013 | |
Smith Precast | Jensen [Member] | ||||
Acquisitions and Dispositions [Line Items] | ' | ' | ' | ' | ' |
Proceeds related to disposals of business units | ' | ' | ' | $4,300,000 | ' |
Payments and proceeds related to disposals of business units | $1,900,000 | $2,333,000 | ($22,751,000) | ' | $500,000 |
ACQUISITIONS_AND_DISPOSITIONS_2
ACQUISITIONS AND DISPOSITIONS - Purchase of Bode Gravel and Bode Concrete Equity Interests (Details) (Bode Gravel and Bode Concrete LLC, USD $) | 0 Months Ended | 12 Months Ended |
In Millions, unless otherwise specified | Oct. 30, 2012 | Dec. 31, 2011 |
Processing_Facility | cubic_yard | |
Portable_Processing_Facility | ||
Mixer_Truck | ||
Bode Gravel and Bode Concrete LLC | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Number of plants acquired | 2 | ' |
Number of portable plants acquired | 1 | ' |
Number of mixer trucks | 41 | ' |
Ready-mix concrete (in cubic yards) | ' | 243,000 |
Cash paid on acquisition | $24.50 | ' |
Post-closing adjustments | 1.6 | ' |
Accrual for total contingent consideration | 7 | ' |
Business Combination, Contingent Consideration, Term of Liability | '6 years | ' |
Total consideration transferred | $33.10 | ' |
ACQUISITIONS_AND_DISPOSITIONS_3
ACQUISITIONS AND DISPOSITIONS - Purchase of Colorado River Concrete Assets (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 14, 2012 | Sep. 30, 2013 |
West Texas Market - 4 Plants | West Texas Market - 4 Plants | |||
Processing_Facility | ||||
Market | ||||
Installments | ||||
Business Acquisition [Line Items] | ' | ' | ' | ' |
Number of plants acquired | ' | ' | 4 | ' |
Cash paid on acquisition | ' | ' | $2,400,000 | ' |
Promissory note for ready-mixed concrete plants | ' | ' | 1,900,000 | ' |
Promissory note interest rate | ' | ' | 4.50% | ' |
Number of equal installments | ' | ' | 24 | ' |
Repayments of Long-term Debt | ' | ' | ' | 700,000 |
Number of major markets in which to expand with purchase of assets | ' | ' | 2 | ' |
Acquired value of plant and equipment | ' | ' | 3,200,000 | ' |
Acquired value of inventory | ' | ' | 200,000 | ' |
Acquired value of goodwill | $11,726,000 | $10,717,000 | $1,000,000 | ' |
ACQUISITIONS_AND_DISPOSITIONS_4
ACQUISITIONS AND DISPOSITIONS - Sale of California Precast Operations (Details) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | ||
Mar. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Aug. 02, 2012 | |
Other Receivables | California Precast Operations [Member] | ||||
Significant Acquisitions and Disposals [Line Items] | ' | ' | ' | ' | ' |
Proceeds related to disposals of business units | ' | ' | ' | ' | $21,300,000 |
Payments and proceeds related to disposals of business units | 1,900,000 | 2,333,000 | -22,751,000 | ' | ' |
Other receivables | ' | ' | ' | $300,000 | ' |
ACQUISITIONS_AND_DISPOSITIONS_5
ACQUISITIONS AND DISPOSITIONS - Other (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | |||
In Millions, unless otherwise specified | Oct. 05, 2012 | Jun. 30, 2012 | Sep. 30, 2013 | Oct. 31, 2010 | Sep. 30, 2013 | Sep. 30, 2012 | Jan. 31, 2012 | Sep. 30, 2010 | Aug. 31, 2010 |
Aggregate assets - New Jersey | Aggregate assets - New Jersey | Aggregate assets - New Jersey | West Texas Market - 3 Plants | West Texas Market - 3 Plants | West Texas Market - 3 Plants | Redemption of Subsidiary Interest | Redemption of Subsidiary Interest | Redemption of Subsidiary Interest | |
Installments | Processing_Facility | ||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued liabiliities | ' | $1.40 | ' | ' | ' | ' | ' | ' | ' |
Payment in lieu of contractual obligation | 1 | ' | ' | ' | ' | ' | ' | ' | ' |
Promissory notes issued as partial consideration | 1 | ' | ' | 2.6 | ' | ' | ' | 1.5 | ' |
Number of equal installments | 8 | ' | ' | ' | ' | ' | ' | ' | ' |
Stated interest rate | 2.50% | ' | ' | 5.00% | ' | ' | ' | ' | ' |
Repayments of notes issued on acquisition | ' | ' | 0.4 | ' | 0.3 | 0.3 | ' | ' | ' |
Number of plants acquired | ' | ' | ' | 3 | ' | ' | ' | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | ' | ' | ' | 3 | ' | ' | ' | ' | ' |
Cash paid on acquisition | ' | ' | ' | 0.4 | ' | ' | ' | ' | ' |
Percentage of ownership interest redeemed (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | 60.00% |
Payments for redemption of interest | ' | ' | ' | ' | ' | ' | $0.80 | $0.60 | ' |
DISCONTINUED_OPERATIONS_Detail
DISCONTINUED OPERATIONS (Details) (California Smith Precast Operations [Member], USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
California Smith Precast Operations [Member] | ' | ' | ' | ' |
Discontinued operations included in the accompanying condensed consolidated statements of operations [Abstract] | ' | ' | ' | ' |
Revenue | $0 | $7,501 | $0 | $32,496 |
Depreciation, depletion and amortization (“DD&Aâ€) | 9 | 142 | 25 | 592 |
Operating expenses excluding DD&A | 60 | 8,415 | 1,501 | 33,212 |
Loss from discontinued operations | -69 | -1,056 | -1,526 | -1,308 |
(Loss) gain on settlement of assets | -72 | 2,019 | -302 | 2,021 |
(Loss) income from discontinued operations, before income taxes | -141 | 963 | -1,828 | 713 |
Income tax (expense) benefit | 0 | -304 | 70 | -305 |
Net (loss) income from discontinued operations, net of taxes | ($141) | $659 | ($1,758) | $408 |
INVENTORIES_Details
INVENTORIES (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Raw materials | $23,669 | $22,082 |
Building materials for resale | 2,053 | 1,645 |
Precast finished goods | 11 | 0 |
Other | 1,157 | 1,274 |
Total inventory | $26,890 | $25,001 |
PURCHASED_INTANGIBLE_ASSETS_NE2
PURCHASED INTANGIBLE ASSETS, NET Schedule of Purchased Intangible Assets (Details) (USD $) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2013 | Sep. 30, 2013 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross | $15,600,000 | $15,600,000 |
Accumulated Amortization | -2,157,000 | -2,157,000 |
Total | 13,443,000 | 13,443,000 |
Weighted Average Remaining Life (in years) | ' | '9 years 1 month |
Amortization of Intangible Assets | 400,000 | 1,600,000 |
Customer relationships | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross | 13,500,000 | 13,500,000 |
Accumulated Amortization | -1,238,000 | -1,238,000 |
Total | 12,262,000 | 12,262,000 |
Weighted Average Remaining Life (in years) | ' | '9 years 1 month |
Trade name | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross | 1,300,000 | 1,300,000 |
Accumulated Amortization | -119,000 | -119,000 |
Total | 1,181,000 | 1,181,000 |
Weighted Average Remaining Life (in years) | ' | '9 years 1 month |
Backlog | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross | 800,000 | 800,000 |
Accumulated Amortization | -800,000 | -800,000 |
Total | $0 | $0 |
Weighted Average Remaining Life (in years) | ' | '0 years |
PURCHASED_INTANGIBLE_ASSETS_NE3
PURCHASED INTANGIBLE ASSETS, NET Estimated Remaining Amortization of the Company's Finite-Lived Intangible Assets (Details) (USD $) | Sep. 30, 2013 |
In Thousands, unless otherwise specified | |
Goodwill and Intangible Assets Disclosure [Abstract] | ' |
2013 | $370 |
2014 | 1,480 |
2015 | 1,480 |
2016 | 1,480 |
2017 | 1,480 |
Thereafter | 7,153 |
Total | $13,443 |
ACCRUED_LIABILITIES_Details
ACCRUED LIABILITIES - (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Payables and Accruals [Abstract] | ' | ' |
Accrued materials | $13,675 | $5,745 |
Accrued insurance reserves | 9,837 | 9,816 |
Accrued compensation and benefits | 8,607 | 7,381 |
Accrued property, sales and other taxes | 6,169 | 4,632 |
Accrued interest | 3,163 | 547 |
Accrued rent | 2,187 | 1,904 |
Other | 5,146 | 6,405 |
Total accrued liabilities | $48,784 | $36,430 |
DEBT_Schedule_of_Debt_and_Capi
DEBT - Schedule of Debt and Capital Leases (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Long-term debt | $84,059 | $63,459 |
Less: current maturities | 2,337 | 1,861 |
Total long-term debt | 81,722 | 61,598 |
Senior secured credit facility due 2015 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt | 18,000 | 13,300 |
Senior secured notes due 2015 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt | 61,113 | 0 |
Convertible notes due 2015 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt | 103 | 46,142 |
Other financing | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt | $4,843 | $4,017 |
Debt_Details
Debt (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Aug. 31, 2010 |
Convertible Debt | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Stated interest rate | ' | ' | 9.50% |
Convertible Debt, Fair Value Disclosures | $100,000 | $68,800,000 | ' |
Embeded derivative | $0 | $17,200,000 | ' |
Weighted average interest rate | 6.72% | ' | ' |
Senior secured credit facility due 2015 | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Weighted average interest rate | 2.93% | ' | ' |
Debt_Senior_Secured_Credit_Fac
Debt - Senior Secured Credit Facility due 2015 (Details) (USD $) | 0 Months Ended | 9 Months Ended | 9 Months Ended | |||||||||
Mar. 28, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Mar. 28, 2013 | Dec. 31, 2012 | Aug. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
2012 Credit Facility [Member] | Discretionary Over-Advances [Member] | Senior secured credit facility due 2015 [Member] | Senior secured credit facility due 2015 [Member] | Senior secured credit facility due 2015 [Member] | Senior secured credit facility due 2015 [Member] | Senior secured credit facility due 2015 [Member] | Letter of Credit [Member] | Accordion Feature [Member] | Federal Funds Rate Plus Percentage [Member] | London Interbank Offered Rate Plus Percentage [Member] | ||
Letter of Credit [Member] | Senior secured credit facility due 2015 [Member] | Swingline Loan [Member] | Senior secured credit facility due 2015 [Member] | Senior secured credit facility due 2015 [Member] | ||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Borrowing capacity under credit agreements | ' | $30,000,000 | $8,000,000 | ' | $102,500,000 | ' | $80,000,000 | $10,000,000 | ' | $125,000,000 | ' | ' |
Line of Credit Facility, Increase, Additional Borrowings | 22,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding borrowings | ' | ' | ' | 18,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Letters of Credit Outstanding, Amount | ' | ' | ' | ' | ' | ' | ' | ' | 11,300,000 | ' | ' | ' |
Unused borrowing capacity under 2012 credit agreement | ' | ' | ' | 69,400,000 | ' | 52,400,000 | ' | ' | ' | ' | ' | ' |
Basis spread on variable rates basis loans | ' | ' | ' | 2.75% | ' | ' | ' | ' | ' | ' | 0.50% | 1.00% |
Second basis spread on base rate loans | ' | ' | ' | 1.50% | ' | ' | ' | ' | ' | ' | ' | ' |
Duration in which interest rate is applicable | ' | ' | ' | '30 days | ' | ' | ' | ' | ' | ' | ' | ' |
Letter of credit fee percentage | ' | 2.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fronting fee percentage | ' | 0.13% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Commitment Fee Percentage | ' | ' | ' | 0.38% | ' | ' | ' | ' | ' | ' | ' | ' |
Limitation on borrowing base, accounts receivable, percentage | ' | ' | ' | 90.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Limitation on borrowing base, accounts receivable, reduction in percentage | ' | ' | ' | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Limitation on borrowing base, value of eligible inventory, percentage | ' | ' | ' | 55.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Limitation on borrowing base, product, percentage | ' | ' | ' | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Limitation on borrowing base, amount, value of eligible trucks | ' | ' | ' | $20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Limitation on borrowing base, net orderly liquidation value, percentage | ' | ' | ' | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Limitation on borrowing base, cost of newly acquired trucks net of a provisions for depreciation on eligible trucks and liquidation of eligible trucks, percentage | ' | ' | ' | 80.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Reduction to limitation on borrowing base, newly acquired trucks to be reduced by orderly liquidation value of eligible trucks, percentage | ' | ' | ' | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Reduction to limitation on borrowing base, newly acquired trucks to be reduced by depreciation of eligible trucks since last appraisal, percentage | ' | ' | ' | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Fixed charge coverage ratio | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Coverage ratio, measurement period | ' | ' | ' | '12 months | ' | ' | ' | ' | ' | ' | ' | ' |
Fixed charge coverage ratio | ' | ' | ' | 425.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Debt_Senior_Secured_Notes_Due_
Debt - Senior Secured Notes Due 2015 (Details) (USD $) | 0 Months Ended | 9 Months Ended | |
Mar. 22, 2013 | Sep. 30, 2013 | Aug. 31, 2010 | |
Debt Instrument [Line Items] | ' | ' | ' |
Subsidiary, Ownership Percentage | ' | 100.00% | ' |
Convertible Debt | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Stated interest rate | ' | ' | 9.50% |
Long-term Debt, Gross | $55,000,000 | ' | ' |
Debt Instrument, Face Amount | 6,500,000 | 100,000 | ' |
Extinguishment of debt amount | 48,500,000 | 6,400,000 | ' |
Interest paid | 300,000 | ' | ' |
Senior secured notes due 2015 | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Offer to exchange debt, amount issued | 69,300,000 | ' | ' |
Stated interest rate | 9.50% | ' | ' |
Debt Instrument, Face Amount | $61,113,000 | ' | ' |
Debt_Consolidated_Secured_Debt
Debt - Consolidated Secured Debt Ratios for the Senior Secured Notes due 2015 - (Details) | Sep. 30, 2013 |
Debt Instrument [Line Items] | ' |
Consolidated secured debt ratio | 205.00% |
April 1, 2013 — March 31, 2014 | ' |
Debt Instrument [Line Items] | ' |
Secured Debt Ratio | 7 |
April 1, 2014 — March 31, 2015 | ' |
Debt Instrument [Line Items] | ' |
Secured Debt Ratio | 6.75 |
April 1, 2015 — and thereafter | ' |
Debt Instrument [Line Items] | ' |
Secured Debt Ratio | 6.5 |
Debt_Conversion_Note_Due_in_20
Debt - Conversion Note Due in 2015 and Other Financing (Details) (USD $) | 7 Months Ended | 0 Months Ended | 3 Months Ended | 3 Months Ended | ||||
Aug. 03, 2013 | Aug. 31, 2010 | Sep. 30, 2013 | Sep. 30, 2013 | Mar. 22, 2013 | Aug. 31, 2010 | Sep. 30, 2013 | Aug. 31, 2010 | |
Convertible Notes Payable [Member] | Diamler [Domain] | Convertible Debt | Convertible Debt | Convertible Debt | Capital Lease Obligations [Member] | Derivative – Convertible Notes embedded derivative | ||
Capital One [Domain] | ||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Convertible Debt | ' | $55,000,000 | ' | ' | ' | ' | ' | ' |
Stated interest rate | ' | 9.50% | 3.02% | ' | ' | 9.50% | 4.54% | ' |
Debt Instrument, Term | ' | ' | '5 years | ' | ' | ' | '5 years | ' |
Unamortized discount | ' | ' | ' | ' | ' | ' | ' | 13,600,000 |
Debt Instrument, Face Amount | ' | ' | ' | 100,000 | 6,500,000 | ' | ' | ' |
Closing price of common stock in excess of conversion price, percentage | 150.00% | ' | ' | ' | ' | ' | ' | ' |
Conversion price numerator | 1,000 | ' | ' | ' | ' | ' | ' | ' |
Closing price of common stock in excess of conversion price, period in which the company may provide a conversion event notice, business days | '20 days | ' | ' | ' | ' | ' | ' | ' |
Closing price of common stock in excess of conversion price, period of time in which the company may provide a conversion event notice | '30 days | ' | ' | ' | ' | ' | ' | ' |
Period of time in which the conversion event will terminate | '46 days | ' | ' | ' | ' | ' | ' | ' |
Period of time in which the conversion holder has to convert its convertible notes | '45 days | ' | ' | ' | ' | ' | ' | ' |
Borrowing capacity under credit agreements | ' | ' | ' | ' | ' | ' | 5,000,000 | ' |
Capital Lease Obligations | ' | ' | $1,500,000 | ' | ' | ' | $700,000 | ' |
EXTINGUISHMENT_OF_DEBT_Details
EXTINGUISHMENT OF DEBT (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 0 Months Ended | 9 Months Ended | 9 Months Ended | ||||
Share data in Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Mar. 31, 2013 | Mar. 22, 2013 | Sep. 30, 2013 | Mar. 22, 2013 | Sep. 30, 2013 |
Convertible Debt | Convertible Debt | Convertible Debt | Convertible Debt | Senior Notes [Member] | Common Stock | |||||
Extinguishment of Debt [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Extinguishment of debt amount | ' | ' | ' | ' | ' | ' | $48,500,000 | $6,400,000 | ' | ' |
Conversion of convertible debt (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 608 |
Write off of Deferred Debt Issuance Cost | ' | ' | ' | ' | 300,000 | 2,400,000 | ' | ' | ' | ' |
Write off of derivative liabilities | ' | ' | ' | ' | 3,700,000 | 26,600,000 | ' | ' | ' | ' |
Offer to exchange debt, amount issued | ' | ' | ' | ' | ' | ' | 6,500,000 | 100,000 | 61,100,000 | ' |
Write off of debt discounts | ' | ' | ' | ' | 800,000 | 7,300,000 | ' | ' | ' | ' |
(Loss) gain on extinguishment of debt | -1,673,000 | -2,630,000 | 2,631,000 | -2,630,000 | -1,700,000 | 4,300,000 | ' | ' | ' | ' |
Deferred finance costs | $2,300,000 | ' | $2,300,000 | ' | ' | ' | ' | ' | ' | ' |
WARRANTS_Details
WARRANTS (Details) | Aug. 31, 2010 |
In Millions, unless otherwise specified | |
Class A warrant | ' |
Class of Warrant or Right [Line Items] | ' |
Warrants outstanding (in shares) | 1.5 |
Class B warrant | ' |
Class of Warrant or Right [Line Items] | ' |
Warrants outstanding (in shares) | 1.5 |
DERIVATIVES_Details
DERIVATIVES (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' | ' |
Derivative loss | ($5,467) | ($2,576) | ($25,829) | ($6,544) | ' |
Number of underlying shares (shares) | 3,000 | ' | 3,000 | ' | 8,238 |
Not Designated as Hedging Instrument | ' | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' | ' |
Derivative liabilities | 17,555 | ' | 17,555 | ' | 22,030 |
Not Designated as Hedging Instrument | Derivative loss | ' | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' | ' |
Derivative loss | -5,467 | ' | -25,829 | ' | ' |
Warrants | Not Designated as Hedging Instrument | ' | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' | ' |
Number of underlying shares (shares) | 3,000 | ' | 3,000 | ' | 3,000 |
Warrants | Not Designated as Hedging Instrument | Derivative loss | ' | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' | ' |
Derivative loss | -5,467 | ' | -12,698 | ' | ' |
Derivative – Convertible Notes Embedded Derivative | Not Designated as Hedging Instrument | ' | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' | ' |
Number of underlying shares (shares) | 0 | ' | 0 | ' | 5,238 |
Derivative – Convertible Notes Embedded Derivative | Not Designated as Hedging Instrument | Derivative loss | ' | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' | ' |
Derivative loss | 0 | ' | -13,131 | ' | ' |
Current Derivative Liabilities | Warrants | Not Designated as Hedging Instrument | ' | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' | ' |
Derivative liabilities | 17,555 | ' | 17,555 | ' | 4,857 |
Current Derivative Liabilities | Derivative – Convertible Notes Embedded Derivative | Not Designated as Hedging Instrument | ' | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' | ' |
Derivative liabilities | $0 | ' | $0 | ' | 17,173 |
FAIR_VALUE_DISCLOSURES_FAIR_VA
FAIR VALUE DISCLOSURES - FAIR VALUE HIERARCHY FOR LIABILITIES MEASURED AT FAIR VALUE (Details) (USD $) | 9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | |||||||||||||||||||||||||
Contingent Consideration | Total | Total | Total | Total | Total | Total | Total | Total | Level 1 | Level 1 | Level 1 | Level 1 | Level 1 | Level 1 | Level 1 | Level 1 | Level 2 | Level 2 | Level 2 | Level 2 | Level 2 | Level 2 | Level 2 | Level 2 | Level 3 | Level 3 | Level 3 | Level 3 | Level 3 | Level 3 | Level 3 | Level 3 | |||||||||||||||||||||||||
Other obligations - Long-Term Incentive Plan(3) | Other obligations - Long-Term Incentive Plan(3) | Derivative – Warrants(1) | Derivative – Warrants(1) | Derivative – Convertible Notes embedded derivative | Derivative – Convertible Notes embedded derivative | Other obligations - Long-Term Incentive Plan(3) | Other obligations - Long-Term Incentive Plan(3) | Derivative – Warrants(1) | Derivative – Warrants(1) | Derivative – Convertible Notes embedded derivative | Derivative – Convertible Notes embedded derivative | Other obligations - Long-Term Incentive Plan(3) | Other obligations - Long-Term Incentive Plan(3) | Derivative – Warrants(1) | Derivative – Warrants(1) | Derivative – Convertible Notes embedded derivative | Derivative – Convertible Notes embedded derivative | Other obligations - Long-Term Incentive Plan(3) | Other obligations - Long-Term Incentive Plan(3) | Derivative – Warrants(1) | Derivative – Warrants(1) | Derivative – Convertible Notes embedded derivative | Derivative – Convertible Notes embedded derivative | ||||||||||||||||||||||||||||||||||
Derivative [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||||||
Fair Value | ' | ' | ' | $7,000,000 | [1] | $7,000,000 | [1] | $17,555,000 | [2] | $4,857,000 | [2] | $0 | [3] | $17,173,000 | [3] | ' | ' | $0 | [1] | $0 | [1] | $0 | [2] | $0 | [2] | $0 | [3] | $0 | [3] | ' | ' | $0 | [1] | $0 | [1] | $0 | [2] | $0 | [2] | $0 | [3] | $0 | [3] | ' | ' | $7,000,000 | [1] | $7,000,000 | [1] | $17,555,000 | [2] | $4,857,000 | [2] | $0 | [3] | $17,173,000 | [3] |
Derivative and Other Financial Instruments, Liabilities, Fair Value Disclosure | ' | 24,555,000 | 29,030,000 | ' | ' | ' | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | 24,555,000 | 29,030,000 | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||||||
Fair value discount rate | 7.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||||||
LTIP liability recorded with acquisition of the Bode Companies | $7,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||||||||||
[1] | Represents the fair value of the Bode Earn-out (see Note 3). The fair value was determined based on expected payouts that will be due to the former owners based on the achievement of certain incremental sales volume milestones, using a contractual discount rate of 7.0%. These payments are capped at a fair value of $7.0 million. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[2] | Represents the fair value of the Warrants (see Note 10). | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
[3] | Represents the compound embedded derivative included in our Convertible Notes (see Note 11). The compound embedded derivative includes the value associated with the noteholders’ conversion option, as well as certain rights to receive “make-whole†amounts. The “make-whole†provision(s) provides that, upon certain contingent events, if conversion is elected on the Convertible Notes, we may be obligated to pay such holder an amount in cash, or shares of common stock, to compensate noteholders who have converted early as a result of these contingent events, interest and time value of the conversion option foregone via the conversion. |
FAIR_VALUE_DISCLOSURES_RECONCI
FAIR VALUE DISCLOSURES - RECONCILIATION OF THE CHANGES IN LEVEL 3 FAIR VALUE MEASUREMENTS (Details) (USD $) | 3 Months Ended | |||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | |||
Warrants | Warrants | ' | ' | ' | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' | ' | |||
Balance at the Beginning of the Quarter | $12,088 | $10,570 | $4,857 | |||
Total losses included in net loss | 5,467 | 1,518 | 5,713 | |||
Write off of derivative liabilities | 0 | [1] | 0 | [2] | 0 | [3] |
Balance at the End of the Quarter | 17,555 | 12,088 | 10,570 | |||
Convertible Debt Securities | Derivative – Convertible Notes embedded derivative | ' | ' | ' | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' | ' | |||
Balance at the Beginning of the Quarter | 3,650 | 3,265 | 17,173 | |||
Total losses included in net loss | 0 | 398 | 12,733 | |||
Write off of derivative liabilities | -3,650 | [1] | -13 | [2] | -26,641 | [3] |
Balance at the End of the Quarter | 0 | 3,650 | 3,265 | |||
Contingent Consideration | ' | ' | ' | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' | ' | |||
Balance at the Beginning of the Quarter | 7,000 | 7,000 | 7,000 | |||
Total losses included in net loss | 0 | 0 | 0 | |||
Write off of derivative liabilities | 0 | [1] | 0 | [2] | 0 | [3] |
Balance at the End of the Quarter | $7,000 | $7,000 | $7,000 | |||
[1] | Represents the pro rata portion of derivative liability associated with tendered Convertible Notes measured at the date of tender or remaining at the Conversion Termination Date, which is included in the three and nine months ended September 30, 2013 (loss) gain on extinguishment of debt on the accompanying condensed consolidated statements of operations. | |||||
[2] | Represents the pro rata portion of derivative liability associated with tendered Convertible Notes measured at the date of tender, which is included in the nine months ended September 30, 2013 (loss) gain on extinguishment of debt on the accompanying condensed consolidated statements of operations. | |||||
[3] | Represents the pro rata portion of derivative liability associated with tendered Convertible Notes measured at the date of exchange, which is included in the nine months ended September 30, 2013 (loss) gain on extinguishment of debt on the accompanying condensed consolidated statements of operations. |
FAIR_VALUE_DISCLOSURES_TEXTUAL
FAIR VALUE DISCLOSURES - TEXTUAL (Details) (Convertible Debt, USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Convertible Debt | ' | ' |
Derivative [Line Items] | ' | ' |
Convertible notes fair value | $100,000 | $68,800,000 |
Derivative, Convertible Notes Embedded Derivative Fair Value Disclosure | $0 | $17,200,000 |
CORPORATE_HEADQUARTERS_RELOCAT1
CORPORATE HEADQUARTERS RELOCATION AND LEASE EXIT COSTS (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Restructuring Charges [Abstract] | ' | ' | ' | ' |
Relocation costs included in selling, general and administrative expense | $0 | $700,000 | $500,000 | $2,300,000 |
Non-cash charge to SG&A expenses for lease exit costs | ' | 358,000 | 0 | 358,000 |
Cost to terminate lease early | 200,000 | ' | ' | ' |
Amortization of cease-use obligation | $0 | ' | $100,000 | ' |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' | ' |
Net deferred tax liability | $500,000 | ' | $500,000 | ' | $500,000 |
Income tax payment | 0 | 0 | 300,000 | 200,000 | ' |
Income Tax Expense (Benefit), Intraperiod Tax Allocation | 0 | -304,000 | 70,000 | -305,000 | ' |
Intra-period tax allocation between results from continuing operations and discontinued operations | $0 | $0 | $0 | $0 | ' |
STOCKHOLDERS_EQUITY_Details
STOCKHOLDERS' EQUITY (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Stockholders' Equity Note [Abstract] | ' | ' | ' | ' | ' |
Shares authorized (in shares) | 100,000,000 | ' | 100,000,000 | ' | 100,000,000 |
Shares outstanding at end of period (in shares) | 14,029,000 | ' | 14,029,000 | ' | 13,358,000 |
Shares held in treasury (in shares) | 400,000 | ' | 400,000 | ' | 118,000 |
Common stock, par value (in dollars per share) | $0.00 | ' | $0.00 | ' | ' |
Preferred stock, shares authorized (in shares) | 10,000,000 | ' | 10,000,000 | ' | ' |
Preferred stock, par value (in dollars per share) | $0.00 | ' | $0.00 | ' | ' |
Preferred stock, shares issued (in shares) | 0 | ' | 0 | ' | 0 |
Preferred stock, shares outstanding (in shares) | 0 | ' | 0 | ' | 0 |
Shares withheld to satisfy tax obligations (in shares) | 128,000 | 45,000 | 282,000 | 55,000 | ' |
Value of treasury stock withheld | $2.50 | $0.30 | $4.60 | $0.30 | ' |
NET_EARNINGS_LOSS_PER_SHARE_De
NET EARNINGS (LOSS) PER SHARE (Details) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Potentially dilutive shares | 3,833 | 9,694 | 4,116 | 9,694 |
Convertible Notes | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Potentially dilutive shares | 184 | 5,238 | 467 | 5,238 |
Unvested restricted stock and restricted stock units | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Potentially dilutive shares | 567 | 1,350 | 567 | 1,350 |
Stock options | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Potentially dilutive shares | 82 | 106 | 82 | 106 |
Warrants | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Potentially dilutive shares | 3,000 | 3,000 | 3,000 | 3,000 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Millions, unless otherwise specified | ||
Insurance programs [Member] | ' | ' |
Loss Contingencies [Line Items] | ' | ' |
Loss contingency deductible retentions per occurrence | $1 | ' |
Accrual of estimated losses | 8.6 | 9 |
Performance Bonds [Member] | ' | ' |
Loss Contingencies [Line Items] | ' | ' |
Estimate of possible loss | $9.70 | ' |
SEGMENT_INFORMATION_Details
SEGMENT INFORMATION - (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Revenue | $173,567 | $147,046 | $463,828 | $396,139 | ' |
Reportable Segment Revenue | 163,052 | 140,342 | 438,209 | 375,699 | ' |
Other products and eliminations income (loss) from operations | 12,037 | 3,243 | 18,101 | 1,472 | ' |
Depreciation, depletion and amortization for reportable segments | -4,753 | -3,677 | -14,177 | -11,070 | ' |
Interest expense, net | -2,477 | -2,842 | -7,837 | -8,616 | ' |
Corporate (loss) gain on early extinguishment of debt | -1,673 | -2,630 | 2,631 | -2,630 | ' |
Corporate derivative loss | -5,467 | -2,576 | -25,829 | -6,544 | ' |
Corporate, other products and eliminations other income, net | 395 | 463 | 1,392 | 1,983 | ' |
Income (loss) from continuing operations before income taxes | 2,815 | -4,342 | -11,542 | -14,335 | ' |
Capital Expenditures | 5,249 | 1,481 | 13,365 | 4,241 | ' |
Identifiable Property, Plant and Equipment Assets | 127,932 | ' | 127,932 | ' | 120,871 |
Ready-Mixed Concrete and Aggregate Products | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Reportable segment adjusted EBITDA | 22,540 | 14,314 | 51,291 | 33,761 | ' |
Depreciation, depletion and amortization for reportable segments | -3,975 | -2,905 | -11,768 | -8,744 | ' |
Other Products and Elimination | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Revenue | 10,515 | 6,704 | 25,619 | 20,440 | ' |
Other products and eliminations income (loss) from operations | 1,072 | 569 | 2,573 | -356 | ' |
Corporate Overhead [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Corporate Overhead, Net of Insurance Allocations | -7,301 | -8,323 | -23,099 | -21,581 | ' |
Continuing Operations [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Interest expense, net | -2,477 | -2,842 | -7,837 | -8,616 | ' |
Corporate (loss) gain on early extinguishment of debt | -1,673 | -2,630 | 2,631 | -2,630 | ' |
Corporate derivative loss | -5,467 | -2,576 | -25,829 | -6,544 | ' |
Income (loss) from continuing operations before income taxes | 2,815 | -4,332 | -11,542 | -14,335 | ' |
Corporate, Other Products, and Elimination [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Corporate, other products and eliminations other income, net | 96 | 61 | 496 | 375 | ' |
Ready- Mixed Concrete | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Revenue | 151,545 | 130,527 | 410,046 | 352,437 | ' |
Reportable segment adjusted EBITDA | 19,418 | 12,099 | 46,624 | 30,253 | ' |
Capital Expenditures | 3,677 | 232 | 8,496 | 2,423 | ' |
Aggregate products | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Revenue | 6,903 | 5,701 | 15,601 | 13,309 | ' |
Intersegment Revenue | 4,604 | 4,114 | 12,562 | 9,953 | ' |
Reportable segment adjusted EBITDA | 3,122 | 2,215 | 4,667 | 3,508 | ' |
Capital Expenditures | 837 | 562 | 2,987 | 942 | ' |
Other Products and Corporate Loss From Operations | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Capital Expenditures | 735 | 687 | 1,882 | 876 | ' |
Identifiable Property, Plant and Equipment Assets | 11,863 | ' | 11,863 | ' | 11,086 |
Ready- Mixed Concrete | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Revenue | 151,545 | 130,527 | 410,046 | 352,437 | ' |
Identifiable Property, Plant and Equipment Assets | 81,064 | ' | 81,064 | ' | 75,469 |
Aggregate products | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Revenue | 6,903 | 5,701 | 15,601 | 13,309 | ' |
Identifiable Property, Plant and Equipment Assets | 35,005 | ' | 35,005 | ' | 34,316 |
Precast concrete products | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Revenue | 6,372 | 3,683 | 13,817 | 10,755 | ' |
Building materials | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Revenue | 4,328 | 3,510 | 10,943 | 8,942 | ' |
Lime | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Revenue | 2,021 | 1,930 | 6,192 | 4,957 | ' |
Hauling | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Revenue | 1,137 | 1,200 | 3,714 | 3,971 | ' |
Other | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Revenue | $1,261 | $495 | $3,515 | $1,768 | ' |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (USD $) | 0 Months Ended | ||||
Oct. 29, 2013 | Oct. 29, 2013 | Sep. 30, 2013 | Oct. 29, 2013 | Nov. 07, 2013 | |
Subsequent Event [Member] | Line of Credit [Member] | Senior secured credit facility due 2018 [Member] | Senior secured credit facility due 2018 [Member] | Senior Secured Notes Due in 2020 [Member] | |
Subsequent Event [Member] | Line of Credit [Member] | Line of Credit [Member] | Secured Debt [Member] | ||
Subsequent Event [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' |
Borrowing capacity under credit agreements | ' | ' | $102,500,000 | $125,000,000 | ' |
Covenant terms, due date when senior notes refinancing reaches specified amount, number of days prior to the maturity of debt incurred under senior notes refinaincing, days | ' | '60 days | ' | ' | ' |
Covenant, senior note refinaning maximum | ' | 300,000,000 | ' | ' | ' |
Senior notes | 200,000,000 | ' | ' | ' | ' |
Covenant, leverage ratio if senior notes refinancing reaches a specified amount, leverage ratio | ' | 4.25 | ' | ' | ' |
Covenant, senior notes refinancing must mature outside the expiration date of the loan agreement, number of months | ' | '6 months | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | $200,000,000 |