Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 06, 2014 | Jun. 28, 2013 | |
Document and Entity Information [Abstract] | ' | ' | ' |
Entity Registrant Name | 'US CONCRETE INC | ' | ' |
Entity Central Index Key | '0001073429 | ' | ' |
Current Fiscal Year End Dates | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Entity Public Float | ' | ' | $221,475,917 |
Entity Common Stock, Shares Outstanding | 14,036,200 | 14,048,803 | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $112,667 | $4,751 |
Trade accounts receivable, net | 92,163 | 84,034 |
Inventories | 27,610 | 25,001 |
Deferred income taxes | 708 | 2,835 |
Prepaid expenses | 3,416 | 3,651 |
Other receivables | 3,205 | 4,414 |
Other current assets | 2,457 | 3,080 |
Total current assets | 242,226 | 127,766 |
Property, plant and equipment, net | 138,560 | 120,871 |
Goodwill | 11,646 | 10,717 |
Intangible assets, net | 13,073 | 15,033 |
Other assets | 8,485 | 5,337 |
Total assets | 413,990 | 279,724 |
Current liabilities: | ' | ' |
Accounts payable | 38,518 | 48,880 |
Accrued liabilities | 42,950 | 36,430 |
Current maturities of long-term debt | 3,990 | 1,861 |
Derivative liabilities | 21,690 | 22,030 |
Total current liabilities | 107,148 | 109,201 |
Long-term debt, net of current maturities | 210,154 | 61,598 |
Other long-term obligations and deferred credits | 7,921 | 13,114 |
Deferred income taxes | 5,040 | 3,287 |
Total liabilities | 330,263 | 187,200 |
Commitments and contingencies (Note 23) | ' | ' |
Equity: | ' | ' |
Preferred stock, $0.001 par value per share (10,000 shares authorized; none issued) | 0 | 0 |
Common stock, $0.001 par value per share (100,000 shares authorized; 14,036 and 13,358 shares issued and outstanding as of December 31, 2013 and 2012, respectively) | 14 | 13 |
Additional paid-in capital | 152,695 | 136,451 |
Accumulated deficit | -63,325 | -43,196 |
Cost of treasury stock (414 and 118 common shares as of December 31, 2013 and 2012, respectively) | -5,657 | -744 |
Total equity | 83,727 | 92,524 |
Total liabilities and equity | $413,990 | $279,724 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, issued (in shares) | 14,036,000 | 13,358,000 |
Common stock, outstanding (in shares) | 14,036,000 | 13,358,000 |
Treasury stock, at cost (in shares) | 414,000 | 118,000 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Income Statement [Abstract] | ' | ' |
Revenue | $615,000 | $531,047 |
Cost of goods sold before depreciation, depletion and amortization | 514,813 | 455,825 |
Selling, general and administrative expenses | 60,179 | 58,978 |
Depreciation, depletion and amortization | 18,984 | 15,676 |
Gain on sale of assets | -232 | -649 |
Income from operations | 21,256 | 1,217 |
Interest expense, net | 11,332 | 11,344 |
Derivative loss | -29,964 | -19,725 |
Gain (loss) on early extinguishment of debt | 985 | -2,630 |
Other income, net | 1,820 | 2,973 |
Loss from continuing operations before income taxes | -17,235 | -29,509 |
Income tax expense (benefit) | 1,155 | -3,760 |
Net loss from continuing operations | -18,390 | -25,749 |
(Loss) income from discontinued operations, net of taxes | -1,739 | 10 |
Net loss | ($20,129) | ($25,739) |
Loss per share: | ' | ' |
Loss from continuing operations (in dollars per share) | ($1.42) | ($2.11) |
(Loss) income from discontinued operations, net of income tax (in dollars per share) | ($0.14) | $0 |
Net loss per share - basic and diluted (in dollars per share) | ($1.56) | ($2.11) |
Weighted average shares outstanding: | ' | ' |
Basic and diluted (in shares) | 12,917 | 12,203 |
CONSOLIDATED_STATEMENTS_OF_CHA
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (USD $) | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Treasury Stock |
In Thousands, unless otherwise specified | |||||
Balance at Dec. 31, 2011 | $116,080 | $13 | $133,939 | ($17,457) | ($415) |
Balance (in shares) at Dec. 31, 2011 | ' | 12,867 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' |
Stock-based compensation | 2,512 | 0 | 2,512 | ' | ' |
Restricted stock unit vesting (in shares) | ' | 117 | ' | ' | ' |
Restricted stock grants (in shares) | ' | 432 | ' | ' | ' |
Stock options exercised (in shares) | 0 | ' | ' | ' | ' |
Purchase of treasury shares (in shares) | ' | -58 | ' | ' | ' |
Purchase of treasury shares | -329 | ' | ' | ' | -329 |
Net loss | -25,739 | ' | ' | -25,739 | ' |
Balance at Dec. 31, 2012 | 92,524 | 13 | 136,451 | -43,196 | -744 |
Balance (in shares) at Dec. 31, 2012 | 13,358 | 13,358 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' |
Stock-based compensation | 5,429 | ' | 5,429 | ' | ' |
Restricted stock unit vesting (in shares) | ' | 183 | ' | ' | ' |
Restricted stock grants (in shares) | ' | 166 | ' | ' | ' |
Stock options exercised (in shares) | 17 | 17 | ' | ' | ' |
Stock options exercised | 224 | ' | 224 | ' | ' |
Conversion of convertible debt (in shares) | 608 | ' | ' | ' | ' |
Conversion of convertible debt | 10,592 | 1 | 10,591 | ' | ' |
Purchase of treasury shares (in shares) | ' | -296 | ' | ' | ' |
Purchase of treasury shares | -4,913 | ' | ' | ' | -4,913 |
Net loss | -20,129 | ' | ' | -20,129 | ' |
Balance at Dec. 31, 2013 | $83,727 | $14 | $152,695 | ($63,325) | ($5,657) |
Balance (in shares) at Dec. 31, 2013 | 14,036 | 14,036 | ' | ' | ' |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net loss | ($20,129) | ($25,739) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ' | ' |
Depreciation, depletion and amortization | 19,016 | 16,328 |
Debt issuance cost amortization | 2,164 | 4,089 |
(Gain) loss on extinguishment of debt | -985 | 2,630 |
Amortization of facility exit costs | -142 | -89 |
Amortization of discount on long-term incentive plan and other accrued interest | 512 | 104 |
Net loss on derivative | 29,964 | 19,725 |
Net gain on sale of assets | -13 | -2,803 |
Deferred income taxes | 818 | -4,014 |
Deferred rent | 510 | 0 |
Provision for doubtful accounts | 1,103 | 1,304 |
Facility exit costs | 0 | 358 |
Stock-based compensation | 5,429 | 2,512 |
Changes in assets and liabilities, excluding effects of acquisitions: | ' | ' |
Accounts receivable | -8,982 | -4,858 |
Inventories | -2,574 | -209 |
Prepaid expenses and other current assets | 2,497 | -2,405 |
Other assets and liabilities, net | -2,732 | -338 |
Accounts payable and accrued liabilities | -2,276 | 4,127 |
Net cash provided by operating activities | 24,180 | 10,722 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Purchases of property, plant and equipment | -19,988 | -8,405 |
Payments for acquisitions | -4,410 | -28,578 |
Proceeds from disposals of property, plant and equipment | 627 | 5,155 |
(Payments for) proceeds from disposals of business units | -2,333 | 27,022 |
Net cash used in investing activities | -26,104 | -4,806 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from revolver borrowings | 137,302 | 172,546 |
Repayments of revolver borrowings | -150,602 | -174,509 |
Proceeds from debt issuance | 200,000 | 0 |
Repayments of debt | -61,113 | 0 |
Proceeds from exercise of stock options | 224 | 0 |
Debt issuance costs | -9,063 | -1,825 |
Payments for other financing | -1,995 | -1,277 |
Purchase of treasury shares | -4,913 | -329 |
Net cash provided by (used in) financing activities | 109,840 | -5,394 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 107,916 | 522 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 4,751 | 4,229 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 112,667 | 4,751 |
Supplemental Disclosure of Cash Flow Information: | ' | ' |
Cash paid for interest | 7,324 | 7,258 |
Cash paid for income taxes | 305 | 263 |
Supplemental Disclosure of Non-cash Investing and Financing Activities: | ' | ' |
Conversion of convertible debt to equity | 6,381 | 0 |
Capital expenditures funded by capital leases and promissory notes | $11,891 | $0 |
ORGANIZATION_AND_SUMMARY_OF_SI
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Nature of Operations | |
Our Company, a Delaware corporation, provides ready-mixed concrete, aggregates and concrete-related products and services to the construction industry in several major markets in the United States. U.S. Concrete, Inc. is a holding company and conducts its businesses through its consolidated subsidiaries. In these notes to consolidated financial statements (these "Notes"), we refer to U.S. Concrete, Inc. and its subsidiaries as "we," "us," the "Company," or "U.S. Concrete" unless we specifically state otherwise or the context indicates otherwise. | |
Basis of Presentation | |
The consolidated financial statements consist of the accounts of U.S. Concrete, Inc. and its wholly owned subsidiaries. All significant intercompany account balances and transactions have been eliminated. | |
On August 20, 2012, we completed the sale of substantially all of our California precast operations to Oldcastle Precast, Inc. ("Oldcastle") (see Note 2). The results of operations for these units have been included in discontinued operations for the periods presented. | |
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") (see Note 2). Accordingly, all of the assets acquired were recorded at their respective fair values as of the date of the acquisition, and the results of operations are included in the consolidated financial statements from the date of acquisition. | |
On October 30, 2012, we completed the acquisition of all the outstanding equity interests of Bode Gravel Co., a California subchapter S corporation ("Bode Gravel"), and Bode Concrete LLC, a California limited liability company ("Bode Concrete" and, together with Bode Gravel, the "Bode Companies"), pursuant to an equity purchase agreement (see Note 2). Accordingly, all of the assets acquired and liabilities assumed were recorded at their respective fair values as of the date of the acquisition, and the results of operations are included in the consolidated financial statements from the date of acquisition. | |
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") (see Note 2). The results of operations for this unit have been included in discontinued operations for the periods presented. | |
On July 26, 2013, we acquired three ready-mixed concrete plants and related assets in our north Texas market from Bodin Concrete, L.P. ("Bodin") (see Note 2). Accordingly, all of the assets acquired were recorded at their respective fair values as of the date of the acquisition, and the results of operations are included in the consolidated financial statements from the date of acquisition. | |
Cash and Cash Equivalents | |
We record as cash equivalents all highly liquid investments having maturities of three months or less at the date of purchase. Our cash equivalents may include money market accounts, certificates of deposit and commercial paper of highly rated corporate or government issuers. We classify our cash equivalents as held-to-maturity. Cash equivalents are stated at cost plus accrued interest, which approximates market value. The maximum amount placed in any one financial institution is limited in order to reduce risk. At times, our investments may be in excess of amounts insured by the Federal Deposit Insurance Corporation ("FDIC"). We have not experienced any losses on these accounts. Cash held as collateral or escrowed for contingent liabilities is included in other current and noncurrent assets based on the expected release date of the underlying obligation. | |
Inventories | |
Inventories consist primarily of cement and other raw materials, aggregates at our pits and quarries, precast concrete products and building materials that we hold for sale or use in the ordinary course of business. Inventories are stated at the lower of cost or fair market value using the average cost and first-in, first-out methods. We reduce the carrying value of our inventories for estimated excess and obsolete inventories equal to the difference between the cost of inventory and its estimated realizable value based upon assumptions about future product demand and market conditions. Once the new cost basis is established, the value is not increased with any changes in circumstances that would indicate an increase after the remeasurement. If actual product demand or market conditions are less favorable than those projected by management, inventory write-downs may be required that could result in a material change to our consolidated results of operations or financial position. | |
Prepaid Expenses | |
Prepaid expenses primarily include amounts we have paid for insurance, licenses, taxes, rent and maintenance contracts. We expense or amortize all prepaid amounts as used or over the period of benefit, as applicable. | |
Property, Plant and Equipment, Net | |
We state property, plant and equipment at cost and use the straight-line method to compute depreciation of these assets other than mineral deposits over the following estimated useful lives: buildings and land improvements, from 10 to 40 years; machinery and equipment, from 10 to 30 years; mixers, trucks and other vehicles, from one to 12 years; and other, from three to 10 years. We capitalize leasehold improvements on properties held under operating leases and amortize those costs over the lesser of their estimated useful lives or the applicable lease term. We compute depletion of mineral deposits as such deposits are extracted utilizing the units-of-production method. We expense maintenance and repair costs when incurred and capitalize and depreciate expenditures for major renewals and betterments that extend the useful lives of our existing assets. When we retire or dispose of property, plant or equipment, we remove the related cost and accumulated depreciation from our accounts and reflect any resulting gain or loss in our statements of operations. | |
Impairment of Long-lived assets | |
We evaluate the recoverability of our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets is measured by comparing the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. Such evaluations for impairment are significantly impacted by estimates of future prices for our products, capital needs, economic trends in the applicable construction sector and other factors. If we consider such assets to be impaired, the impairment we recognize is measured by the amount by which the carrying amount of the assets exceeds their fair value. Assets to be disposed of by sale are reflected at the lower of their carrying amounts, or fair values, less cost to sell. We test for impairment using a multi-tiered approach that incorporates an equal weighting to a multiple of earnings and an equal weighting to discounted estimated future cash flows. | |
Intangible Assets Including Goodwill | |
Identifiable intangible assets with finite lives are amortized over their estimated useful lives. They are amortized using a straight-line approach based on the estimated useful life of each asset. Goodwill represents the amount by which the total purchase price we have paid for acquisitions exceeds our estimated fair value of the net tangible and identifiable intangible assets acquired. Goodwill is not amortized, but is evaluated for impairment within the reporting unit on an annual basis. We generally test for intangible asset impairment in the fourth quarter of each year, because this period gives us the best visibility of the reporting units’ operating performances for the current year (seasonally, April through October are our highest revenue and production months), and our outlook for the upcoming year, since much of our customer base is finalizing operating and capital budgets during the fourth quarter. The impairment test we use involves estimating the fair value of our reporting units and comparing the result to the reporting unit's carrying value. We estimate fair value using an equally weighted combination of discounted cash flows and multiples of revenue and EBITDA. The discounted cash flow model includes forecasts for revenue and cash flows discounted at our weighted average cost of capital. Multiples of revenue and EBITDA are calculated using the trailing twelve months results compared to the enterprise value of the Company, which is determined based on the combination of the market value of our capital stock and total outstanding debt. If the fair value exceeds the carrying value, the second step is not performed and no impairment is recorded. If however, the fair value is below the carrying value, a second step is performed to calculate the amount of the impairment by measuring the goodwill at an implied fair value. See Note 4 for further discussion of our goodwill and purchased intangible assets. | |
Debt Issue Costs | |
We amortize debt issue costs related to our $125.0 million asset-based revolving credit facility (the "2013 Loan Agreement"), our 8.5% Senior Secured Notes due 2018 (the "2018 Notes"), our 9.5% Senior Secured Notes due 2015 (the "2013 Notes"), and our 9.5% Convertible Secured Notes due 2015 (the "Convertible Notes") as interest expense over the scheduled maturity period of the debt. Unamortized debt issuance costs were $7.6 million and $4.2 million as of December 31, 2013 and 2012, respectively. We include unamortized debt issue costs in other assets. See Note 9 for additional information regarding our debt, and Note 10 regarding our extinguishment of debt during 2013 and 2012. | |
Allowance for Doubtful Accounts | |
We maintain an allowance for accounts receivable we believe may not be collected in full. A provision for bad debt expense recorded to selling, general and administrative expenses increases the allowance. Accounts receivable are written off when we determine the receivable will not be collected. Accounts receivable that we write off our books decrease the allowance. We determine the amount of bad debt expense we record each period and the resulting adequacy of the allowance at the end of each period by using a combination of historical loss experience, a customer-by-customer analysis of our accounts receivable balances each period and subjective assessments of our bad debt exposure. | |
Revenue and Expenses | |
We derive substantially all of our revenue from the production and delivery of ready-mixed concrete, aggregates, precast concrete products, and related building materials. We recognize revenue, net of sales tax, when products are delivered, selling price is fixed or determinable, persuasive evidence of an arrangement exists, and collection is reasonably assured. Amounts billed to customers for delivery costs are classified as a component of total revenues and the related delivery costs (excluding depreciation) are classified as a component of total cost of goods sold. Cost of goods sold consists primarily of product costs and operating expenses (excluding depreciation, depletion and amortization). Operating expenses consist primarily of wages, benefits, insurance and other expenses attributable to plant operations, repairs and maintenance, and delivery costs. Selling expenses consist primarily of sales commissions, salaries of sales managers, travel and entertainment expenses, and trade show expenses. General and administrative expenses consist primarily of executive and administrative compensation and benefits, office rent, utilities, communication and technology expenses, provision for doubtful accounts, and legal and professional fees. | |
Deferred Rent | |
We recognize escalating lease payments on a straight-line basis over the term of each respective lease with the difference between cash payment and rent expense recognized being recorded as deferred rent (included in accrued liabilities) in the accompanying consolidated balance sheets. | |
Insurance Programs | |
We maintain third-party insurance coverage against certain risks. Under our insurance programs, we share the risk of loss with our insurance underwriters by maintaining high deductibles subject to aggregate annual loss limitations. In connection with these automobile, general liability and workers’ compensation insurance programs, we have entered into standby letters of credit agreements totaling $11.3 million and $12.2 million at December 31, 2013 and 2012, respectively. We fund our deductibles and record an expense for losses we expect under the programs. We determine 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 claim reporting patterns, claim settlement patterns, judicial decisions, legislation and economic conditions. The amounts accrued for self-insured claims were $8.6 million and $9.0 million as of December 31, 2013 and 2012, respectively. We include these accruals in accrued liabilities. | |
Income Taxes | |
We use the liability method of accounting for income taxes. Under this method, we record deferred income taxes based on temporary differences between the financial reporting and tax bases of assets and liabilities and use enacted tax rates and laws that we expect will be in effect when we recover those assets or settle those liabilities, as the case may be, to measure those taxes. We record a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized. We have a valuation allowance of $44.4 million and $44.9 million as of December 31, 2013 and 2012, respectively. | |
Fair Value of Financial Instruments | |
Our financial instruments consist of cash and cash equivalents, trade receivables, trade payables, long-term debt, other long-term obligations, and derivative liabilities. 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 fair value of our 2018 Notes, estimated based on broker/dealer quoted market prices, was $204.5 million as of December 31, 2013. The carrying value of outstanding amounts under our Revolving Facility (as defined herein) approximates fair value due to the floating interest rate. The fair value of our Convertible Notes was $0.1 million and $68.8 million at December 31, 2013 and 2012, respectively, and the fair value of the embedded derivative in our Convertible Notes that was bifurcated and separately valued was zero and $17.2 million at December 31, 2013 and 2012, respectively. The fair value of issued Warrants (as defined herein) was $21.7 million and $4.9 million at December 31, 2013 and 2012, respectively. The fair value of the Bode Earn-out (as defined herein) associated with the acquisition of the Bode Companies was $7.0 million at both December 31, 2013 and 2012. See Note 11 to our consolidated financial statements for further information regarding our derivative liabilities, Note 12 regarding our other long-term obligations, and Note 13 regarding our fair value disclosures. | |
Use of Estimates | |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") requires the use of estimates and assumptions by management 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions that we consider significant in the preparation of our financial statements include those related to our allowance for doubtful accounts, goodwill, intangibles, valuation of derivatives, accruals for self-insurance, income taxes, the valuation of inventory and the valuation and useful lives of property, plant and equipment. | |
Stripping Costs | |
We include post-production stripping costs in the cost of inventory produced during the period as these costs are incurred. Post-production stripping costs represent stripping costs incurred after the first salable minerals are extracted from the mine. | |
Loss Per Share | |
Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income (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. See Note 19 for additional information regarding our earnings (loss) per share. | |
Comprehensive Income | |
Comprehensive income represents all changes in equity of an entity during the reporting period, except those resulting from investments by and distributions to stockholders. For the years ended December 31, 2013 and December 31, 2012, no differences existed between our consolidated net income and our consolidated comprehensive income. | |
Stock-based Compensation | |
Stock-based employee compensation cost is measured at the grant date based on the calculated fair value of the award. We recognize expense over the employee’s requisite service period, generally the vesting period of the award, or in the case of performance-based awards, over the life of the derived service period. The related excess tax benefit received upon exercise of stock options or vesting of restricted stock, if any, is reflected in the statement of cash flows as a financing activity rather than an operating activity. See Note 18 for additional information regarding our stock-based compensation plans. | |
Recent Accounting Pronouncements | |
In July 2013, the Financial Accounting Standards Board (the "FASB") issued an amendment on the financial statement presentation for an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The amendment specifies that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward with certain exceptions. The guidance is effective for annual and interim reporting periods beginning after December 15, 2013. The Company's existing policies and procedures comply with the guidance, thus there will be no material impact on the consolidated financial statements upon the guidance becoming effective. | |
In January 2013, 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 testing during the fourth quarter. |
ACQUISITIONS_AND_DISPOSITIONS
ACQUISITIONS AND DISPOSITIONS | 12 Months Ended | |||
Dec. 31, 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 for $4.4 million in cash. We acquired plant and equipment valued at $3.3 million, and recognized goodwill of $1.1 million. 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 17 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 Smith located in Phoenix, Arizona, to 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 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. 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 (the "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 6-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 9). In March 2013, we completed our final working capital adjustments with the former equity owners, resulting in a reduction in goodwill of $0.2 million. | ||||
The assets acquired and liabilities assumed at the acquisition date based upon their respective fair values are summarized below (in thousands): | ||||
Bode Companies | ||||
30-Oct-12 | ||||
Accounts receivable | $ | 7,194 | ||
Inventory | 156 | |||
Property, plant and equipment | 9,284 | |||
Customer relationships | 13,500 | |||
Trade name | 1,300 | |||
Backlog | 800 | |||
Other assets | 245 | |||
Assets acquired | $ | 32,479 | ||
Accounts payable | 2,920 | |||
Accrued expenses | 1,329 | |||
Deferred tax liability | 3,385 | |||
Bode Earn-out | 7,000 | |||
Liabilities assumed | $ | 14,634 | ||
Goodwill | 8,254 | |||
Net assets acquired | $ | 26,099 | ||
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 expected to achieve and have achieved, 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. See Note 4 for additional information regarding the goodwill and finite-lived intangible assets. See Note 12 for additional information regarding the Bode Earn-out. See Note 17 for additional information regarding income taxes. The final purchase price allocation was completed by October 30, 2013, one year after the acquisition date, and did not change materially from amounts shown above. | ||||
The following unaudited pro forma information presents the combined financial results for the year ended December 31, 2012 as if the acquisition had occurred on January 1, 2012, (in thousands, except per share information): | ||||
For the year ended December 31, | ||||
(unaudited) | ||||
2012 | ||||
Revenue from continuing operations | $ | 563,706 | ||
Net loss | $ | (23,966 | ) | |
Loss per share, basic and diluted | $ | (1.96 | ) | |
The above pro forma results were prepared based on the historical GAAP results of the Company and the Bode Companies, and are not necessarily indicative of what the Company's actual results would have been had the transaction occurred on January 1, 2012. The unaudited pro forma net loss and net loss per share amounts above reflect an adjustment for inclusion of an additional $0.9 million in amortization of intangibles for the year ended December 31, 2012; exclusion of $0.6 million for severance and related costs for former employees of the Bode Companies; and exclusion of $0.3 million of legal costs incurred by the Company in 2012 related to the acquisition. The unaudited pro forma results do not reflect any operational efficiencies or potential cost savings that may occur as a result of consolidation of the operations. | ||||
Purchase of Colorado River Concrete Assets | ||||
On September 14, 2012, we purchased four ready-mixed concrete plants and related assets and inventory from CRC in our west Texas market for $2.4 million in cash and a $1.9 million promissory note at 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 $0.9 million during the year ended December 31, 2013. The purchase of these assets 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 recognized 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 expected to and have achieved with expansion of these areas in which we already operate. We expect the goodwill to be deductible for tax purposes. | ||||
Sale of California Precast Operations | ||||
On August 2, 2012, we executed a definitive asset purchase agreement to sell substantially all of our California precast operations to 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 Oldcastle agreement, 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 December 31, 2013, $0.2 million of the acquired receivables are recorded in other receivables on our consolidated balance sheet. | ||||
Other | ||||
In October 2006, we acquired certain aggregates assets located in New Jersey. As a condition of 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 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, payable in eight equal quarterly installments which began in November 2012 at a fixed annual interest rate of 2.5%. We made cash payments on the promissory notes of approximately $0.5 million and $0.1 million during the years ended December 31, 2013 and 2012. | ||||
During the third quarter of 2012, we made the decision to sell certain of our land and buildings in northern California and classified these assets as held for sale. These assets were recorded at the estimated fair value less costs to sell, which approximated net book value of $2.6 million. This transaction closed during the fourth quarter of 2012 and we received $3.2 million in proceeds. Accordingly, we recorded a gain on sale of assets of $0.6 million, which is included in our statement of operations for the year ended December 31, 2012. | ||||
In October 2010, we acquired three ready-mixed concrete plants and related assets in our west Texas market for approximately $3.0 million, plus the value of the inventory on hand at closing. We made cash payments of $0.4 million at closing and issued a promissory note for the remaining $2.6 million at a fixed annual interest rate of 5.0%. We made cash payments on this note of approximately $0.4 million during each of the years ended December 31, 2013 and 2012. | ||||
In August 2010, we entered into a redemption agreement to have our 60% 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 promissory note. | ||||
The pro forma impacts of our 2013 and 2012 acquisitions, excluding the Bode Companies, have not been included as they were immaterial to our financial statements individually and in the aggregate. |
DISCONTINUED_OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | ||||||||
DISCONTINUED OPERATIONS | ' | ||||||||
DISCONTINUED OPERATIONS | |||||||||
As disclosed in Note 2, we completed the sale of our California and Arizona precast operations in August 2012 and December 2012, respectively. We have presented the results of operations for all periods as discontinued operations. | |||||||||
The results of discontinued operations included in the accompanying consolidated statements of operations were as follows (in thousands): | |||||||||
Year Ended December 31, 2013 | Year Ended December 31, 2012 | ||||||||
Revenue | $ | 69 | $ | 34,055 | |||||
Depreciation, depletion and amortization, or DD&A | (32 | ) | (652 | ) | |||||
Operating expenses, excluding DD&A, and other income | (1,589 | ) | (35,553 | ) | |||||
Loss from discontinued operations | (1,552 | ) | (2,150 | ) | |||||
(Loss) gain on disposal of assets | (219 | ) | 2,154 | ||||||
(Loss) income from discontinued operations, before income taxes | (1,771 | ) | 4 | ||||||
Income tax benefit | 32 | 6 | |||||||
(Loss) income from discontinued operations | $ | (1,739 | ) | $ | 10 | ||||
Below is a summary of the assets and liabilities from our California precast operations on the date of sale (in thousands): | |||||||||
20-Aug-12 | |||||||||
Cash and cash equivalents | $ | 85 | |||||||
Trade accounts receivable, net | 7,864 | ||||||||
Inventories | 7,090 | ||||||||
Property, plant and equipment, net | 6,965 | ||||||||
Other assets | 674 | ||||||||
Total assets | $ | 22,678 | |||||||
Accounts payable | $ | 2,062 | |||||||
Accrued liabilities | 596 | ||||||||
Total liabilities | $ | 2,658 | |||||||
Trade accounts receivable was net of allowances of $41 thousand as of August 20, 2012. Property, plant and equipment was net of accumulated depreciation of $1.4 million as of August 20, 2012. | |||||||||
Below is a summary of the assets and liabilities from our Smith operations on the date of sale (in thousands): | |||||||||
December 17, | |||||||||
2012 | |||||||||
Cash and cash equivalents | $ | — | |||||||
Trade accounts receivable, net | 1,045 | ||||||||
Inventories | 1,642 | ||||||||
Property, plant and equipment, net | 1,365 | ||||||||
Other assets | — | ||||||||
Total assets | $ | 4,052 | |||||||
Current maturities of long-term debt | $ | 156 | |||||||
Accounts payable | 463 | ||||||||
Accrued liabilities | 98 | ||||||||
Long-term debt | 137 | ||||||||
Total liabilities | $ | 854 | |||||||
Trade accounts receivable was net of allowances of $31 thousand as of December 17, 2012. Property, plant and equipment was net of accumulated depreciation of $0.5 million as of December 17, 2012. |
GOODWILL_AND_INTANGIBLE_ASSETS
GOODWILL AND INTANGIBLE ASSETS, NET | 12 Months Ended | ||||||||||||||
Dec. 31, 2013 | |||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||
GOODWILL AND INTANGIBLE ASSETS, NET | ' | ||||||||||||||
GOODWILL AND INTANGIBLE ASSETS, NET | |||||||||||||||
Goodwill | |||||||||||||||
We record as goodwill the amount by which the total purchase price we pay in our acquisition transactions exceeds our estimated fair value of the identifiable net assets we acquire. We test goodwill for impairment on an annual basis, or more often if events or circumstances indicate that there may be impairment. We generally test for goodwill impairment in the fourth quarter of each year, because this period gives us the best visibility of the reporting units’ operating performances for the current year (seasonally, April through October are our highest revenue and production months) and our outlook for the upcoming year, since much of our customer base is finalizing operating and capital budgets during the fourth quarter. The impairment test we use involves estimating the fair value of our reporting units and comparing the result to the reporting unit's carrying value. We estimate fair value using an equally weighted combination of discounted cash flows and multiples of revenue and EBITDA. The discounted cash flow model includes forecasts for revenue and cash flows discounted at our weighted average cost of capital. Multiples of revenue and EBITDA are calculated using the trailing twelve months results compared to the enterprise value of the Company, which is determined based on the combination of the market value of our capital stock and total outstanding debt. | |||||||||||||||
We acquired three ready-mixed concrete plants during October 2010 and four ready-mixed concrete plants in September 2012 which resulted in the recording of approximately $1.5 million and $1.0 million of goodwill, respectively, for our north Texas and west Texas operations. We acquired two ready-mixed concrete plants, one portable plant, and 41 mixer trucks in the San Francisco area during October 2012 which resulted in the recording of approximately $8.2 million of goodwill for our California operations. In 2013, we completed final working capital adjustments related to the San Francisco acquisition which resulted in a $0.2 million reduction of goodwill. We acquired three ready-mixed concrete plants in our north Texas operations during July 2013 which resulted in the recording of approximately $1.1 million of goodwill. We completed our annual assessment of impairment during the fourth quarter of 2013, and there was no impairment to any of our operations with goodwill. | |||||||||||||||
All goodwill relates to our ready-mixed concrete reportable segment. The change in goodwill from January 1, 2012 to December 31, 2013 is as follows (in thousands): | |||||||||||||||
2013 | 2012 | ||||||||||||||
Balance on January 1, | |||||||||||||||
Goodwill | $ | 10,717 | $ | 1,481 | |||||||||||
Acquisitions (See Note 2) | 1,138 | 9,236 | |||||||||||||
Working capital adjustments (See Note 2) | (209 | ) | — | ||||||||||||
Balance at December 31, | $ | 11,646 | $ | 10,717 | |||||||||||
Intangible Assets | |||||||||||||||
Our intangible assets, which were recorded at fair value as part of the acquisition of the Bode Companies, completed on October 30, 2012, are as follows (in thousands) as of December 31, 2013 and 2012: | |||||||||||||||
31-Dec-13 | |||||||||||||||
Gross | Accumulated Amortization | Net | Weighted Average Remaining Life (in years) | ||||||||||||
Customer relationships | $ | 13,500 | $ | (1,575 | ) | $ | 11,925 | 8.83 | |||||||
Trade name | 1,300 | (152 | ) | 1,148 | 8.83 | ||||||||||
Backlog | 800 | (800 | ) | — | 0 | ||||||||||
Total intangible assets | $ | 15,600 | $ | (2,527 | ) | $ | 13,073 | 8.83 | |||||||
31-Dec-12 | |||||||||||||||
Gross | Accumulated Amortization | Net | Weighted Average Remaining Life (in years) | ||||||||||||
Customer relationships | $ | 13,500 | $ | (225 | ) | $ | 13,275 | 9.83 | |||||||
Trade name | 1,300 | (22 | ) | 1,278 | 9.83 | ||||||||||
Backlog | 800 | (320 | ) | 480 | 0.25 | ||||||||||
Total intangible assets | $ | 15,600 | $ | (567 | ) | $ | 15,033 | 9.52 | |||||||
The values of the customer relationships and trade name are being amortized over a 10 year period from the date of acquisition. The backlog was amortized over a period of five months from the date of acquisition. We recorded $2.0 million and $0.6 million of amortization on our intangibles for the years ended December 31, 2013 and 2012, respectively, which is included in our consolidated statements of operations. | |||||||||||||||
The estimated remaining amortization of our finite-lived intangible assets as of December 31, 2013, is as follows (in thousands): | |||||||||||||||
Total for year | |||||||||||||||
2014 | $ | 1,480 | |||||||||||||
2015 | 1,480 | ||||||||||||||
2016 | 1,480 | ||||||||||||||
2017 | 1,480 | ||||||||||||||
2018 | 1,480 | ||||||||||||||
Thereafter | 5,673 | ||||||||||||||
Total | $ | 13,073 | |||||||||||||
INVENTORIES
INVENTORIES | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
INVENTORIES | ' | ||||||||
INVENTORIES | |||||||||
Inventory at December 31 consists of the following (in thousands): | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Raw materials | $ | 25,019 | $ | 22,082 | |||||
Building materials for resale | 1,383 | 1,645 | |||||||
Precast finished goods | 11 | — | |||||||
Other | 1,197 | 1,274 | |||||||
$ | 27,610 | $ | 25,001 | ||||||
PROPERTY_PLANT_AND_EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
PROPERTY, PLANT AND EQUIPMENT | ' | ||||||||
PROPERTY, PLANT AND EQUIPMENT | |||||||||
A summary of property, plant and equipment is as follows (in thousands): | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Land and mineral deposits | $ | 43,964 | $ | 41,922 | |||||
Buildings and improvements | 13,955 | 12,922 | |||||||
Machinery and equipment | 74,560 | 65,448 | |||||||
Mixers, trucks and other vehicles | 48,510 | 36,100 | |||||||
Other, including construction in progress | 12,265 | 2,752 | |||||||
193,254 | 159,144 | ||||||||
Less: accumulated depreciation and depletion | (54,694 | ) | (38,273 | ) | |||||
$ | 138,560 | $ | 120,871 | ||||||
As of December 31, the net carrying amounts of mineral deposits were $12.3 million in 2013 and $13.2 million in 2012. As of December 31, 2013, other includes $3.7 million of mixer trucks that were acquired prior to year end but had not been placed in service. As of December 31, 2013, gross assets recorded under capital leases, consisting entirely of mixer trucks, were $5.7 million, and accumulated amortization was less than $0.1 million. We had no assets recorded under capital leases as of December 31, 2012. |
ALLOWANCE_FOR_DOUBTFUL_ACCOUNT
ALLOWANCE FOR DOUBTFUL ACCOUNTS | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Receivables [Abstract] | ' | ||||||||
ALLOWANCE FOR DOUBTFUL ACCOUNTS | ' | ||||||||
ALLOWANCE FOR DOUBTFUL ACCOUNTS | |||||||||
Activity in our allowance for doubtful accounts receivable consists of the following (in thousands): | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Balance, beginning of period | $ | 2,368 | $ | 2,537 | |||||
Provision for doubtful accounts | 849 | 1,304 | |||||||
Uncollectible receivables written off, net of recoveries | (404 | ) | (1,473 | ) | |||||
Balance, end of period | $ | 2,813 | $ | 2,368 | |||||
ACCRUED_LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Payables and Accruals [Abstract] | ' | ||||||||
ACCRUED LIABILITIES | ' | ||||||||
ACCRUED LIABILITIES | |||||||||
A summary of accrued liabilities is as follows (in thousands): | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Accrued materials | $ | 10,077 | $ | 5,745 | |||||
Accrued insurance reserves | 9,713 | 9,816 | |||||||
Accrued compensation and benefits | 8,179 | 7,381 | |||||||
Accrued property, sales and other taxes | 5,485 | 4,632 | |||||||
Bode Earn-out, current portion | 2,250 | — | |||||||
Deferred rent | 2,157 | 1,904 | |||||||
Accrued interest | 1,896 | 547 | |||||||
Other | 3,193 | 6,405 | |||||||
$ | 42,950 | $ | 36,430 | ||||||
DEBT
DEBT | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
DEBT | ' | ||||||||
DEBT | |||||||||
A summary of our debt and capital leases is as follows (in thousands): | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Senior secured notes due 2018 | $ | 200,000 | $ | — | |||||
Senior secured credit facility due 2018 | — | 13,300 | |||||||
Convertible secured notes due 2015, net of discount | 117 | 46,142 | |||||||
Capital leases | 5,746 | — | |||||||
Other financing | 8,281 | 4,017 | |||||||
Total debt | 214,144 | 63,459 | |||||||
Less: current maturities | 3,990 | 1,861 | |||||||
Total long-term debt | $ | 210,154 | $ | 61,598 | |||||
The principal amounts due under our debt agreements as of December 31, 2013, for the next five years are as follows (in thousands): | |||||||||
Year ending December 31, | |||||||||
2014 | $ | 3,990 | |||||||
2015 | 2,791 | ||||||||
2016 | 2,403 | ||||||||
2017 | 2,496 | ||||||||
2018 | 202,411 | ||||||||
Thereafter | 53 | ||||||||
$ | 214,144 | ||||||||
Senior Secured Notes due 2018 | |||||||||
On November 22, 2013, we completed an offering of $200.0 million aggregate principal amount of 8.5% senior secured notes due 2018 at an offering price of 100%. We used a portion of the net proceeds from the 2018 Notes to repay all of our outstanding borrowings under the Revolving Facility and to redeem all of our outstanding 2013 Notes. The issuance of the 2018 Notes and redemption of the 2013 Notes qualified as a Senior Notes Refinancing (as defined below), under the terms of the 2013 Loan Agreement. | |||||||||
The Notes are governed by an indenture (the “Indenture”) dated as of November 22, 2013, by and among us and U.S. Bank National Association, as trustee and noteholder collateral agent (the “Notes Collateral Agent”). We are obligated to pay interest on the 2018 Notes on June 1 and December 1 of each year, commencing on June 1, 2014. The 2018 Notes mature on December 1, 2018, and are redeemable at our option prior to maturity at prices specified in the Indenture. The Indenture contains negative covenants that restrict the ability of us and our restricted subsidiaries to engage in certain transactions, as described below, and also contains customary events of default. | |||||||||
The Indenture contains certain covenants that restrict or limit 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; | ||||||||
• | prepay, redeem or repurchase certain debt; | ||||||||
• | sell assets or issue capital stock of our restricted subsidiaries; | ||||||||
• | incur liens; | ||||||||
• | enter into agreements restricting our restricted subsidiaries’ ability to pay dividends, make loans to other U.S. Concrete entities or restrict the ability to provide liens; | ||||||||
• | enter into transactions with affiliates; | ||||||||
• | consolidate, merge or sell all or substantially all of our assets; | ||||||||
• | engage in certain sale/leaseback transactions; and | ||||||||
• | designate our subsidiaries as unrestricted subsidiaries. | ||||||||
As defined in the Indenture, we are entitled to incur indebtedness if, on the date of such incurrence and given effect thereto on a proforma basis, the consolidated coverage ratio exceeds 2.0 to 1.0. | |||||||||
Our obligations under the 2018 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 the Revolving Facility. 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 Indenture; | ||||||||
• | a disposition of the capital stock of the guarantor subsidiary to a third person, if the disposition complies with the 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 Indenture; or | ||||||||
• | legal or covenant defeasance of the 2018 Notes and discharge of our obligations under the Indenture. | ||||||||
The 2018 Notes are issued by U.S. Concrete, Inc., the parent company, and are guaranteed on a full and unconditional basis by each of its indirect wholly owned subsidiaries. The guarantees are joint and several, and there are no non-guarantor subsidiaries. U.S. Concrete, Inc. does not have any independent assets or operations. 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 2018 Notes and the guarantees thereof rank equally in right of payment with all of our existing and future senior indebtedness. The 2018 Notes and the guarantees thereof are secured by first-priority liens on certain of the property and assets directly owned by us, 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 our assets securing the Revolving Facility 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 2018 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 2018 Notes and the guarantees thereof are effectively subordinated to all indebtedness and other obligations, including trade payables, of each of our future subsidiaries that are not guarantors. | |||||||||
Senior Secured Credit Facility due 2018 | |||||||||
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 "Revolving Facility"). 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 Revolving Facility by $22.5 million from $80.0 million to $102.5 million. On October 29, 2013, we entered into a First Amended and Restated Loan and Security Agreement with the Lenders and the Administrative Agent, which amended and restated our 2012 Credit Agreement. The 2013 Loan Agreement, among other things, provided for an increase, upon the consummation of a refinancing of our 2013 Notes (a “Senior Notes Refinancing”), of the Revolving Facility from $102.5 million to $125.0 million and for an extension of the term of the agreement. The issuance of our 2018 Notes qualified as a Senior Notes Refinancing. As a result of the Senior Notes Refinancing, the expiration date of the 2013 Loan Agreement was extended to October 2, 2018. The Revolving Facility retains an uncommitted accordion feature that may allow for an increase in the total commitments under the facility to as much as $175.0 million. As of December 31, 2013 under the Revolving Facility, we had no outstanding borrowings and $11.3 million of undrawn standby letters of credit, and as of December 31, 2012, we had $13.3 million of outstanding borrowings and $12.2 million of undrawn standby letters of credit. | |||||||||
Our actual maximum credit availability under the 2013 Loan Agreement varies from time to time and is determined by calculating 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 2013 Loan Agreement and discussed further below. Our availability under the Revolving Facility at December 31, 2013 increased to $88.3 million from $52.4 million at December 31, 2012. The 2013 Loan Agreement also contains a provision for discretionary over-advances and involuntary protective advances by Lenders of up to $12.5 million in excess of borrowing base levels. The 2013 Loan 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 Revolving Facility 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 days 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 the Applicable Margin, as defined in the 2013 Loan Agreement. 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 the Applicable Margin, as defined in the 2013 Loan Agreement. Issued and outstanding letters of credit are subject to a fee equal to the Applicable Margin, as defined in the 2013 Loan Agreement, a fronting fee equal to 0.125% per annum on the stated amount of such letter of credit, and customary charges associated with the issuance and administration of letters of credit. Among other fees, we pay a commitment fee of either 0.25% or 0.375% per annum (due monthly) on the aggregate unused revolving commitments under the Revolving Facility. The fee we pay is determined by whether the amount of the unused line is above or below 50% of the Aggregate Revolver Commitments, as defined in the 2013 Loan Agreement. The Applicable Margin ranges from 0.25% to 0.75% for base rate loans and from 1.5% to 2.0% for LIBOR Loans, and is determined based on Average Availability for the most recent fiscal quarter, as defined in the 2013 Loan Agreement. | |||||||||
Up to $30.0 million of the Revolving Facility 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 Revolving Facility. Advances under the Revolving Facility are limited by a borrowing base which is equal to the lesser of the Revolving Facility minus the LC Reserve, the Senior Notes Availability Reserve, and the Tax Reserve, all as defined in the 2013 Loan Agreement, or the sum 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) $30.0 million (which may increase up to $40.0 million on the occasion of a Revolver Commitments Increase Event, as defined in the 2013 Loan Agreement), 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 2013 Loan 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 2013 Loan Agreement. The 2013 Loan 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 twelve calendar months, as determined in accordance with the 2013 Loan Agreement. For the trailing twelve month period ended December 31, 2013, our fixed charge coverage ratio was 2.77 to 1.0. As of December 31, 2013, we were in compliance with all covenants under the 2013 Loan Agreement. | |||||||||
The 2013 Loan 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, change of control, material money judgments and failure to maintain subsidiary guarantees. | |||||||||
The 2013 Loan Agreement is secured by a first-priority lien on certain assets of the Company and our guarantors, including inventory (including as extracted collateral), accounts, certain specified mixer trucks, general intangibles (other than collateral securing the 2018 Notes on a first-priority basis, as described above), 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 2013 Loan Agreement is also secured by a second-priority lien on the collateral securing the 2018 Notes as defined below on a first-priority basis (see “Senior Secured Notes due 2018” above). | |||||||||
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 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). | |||||||||
In November 2013, we used a portion of the proceeds from our 2018 Notes offering to redeem all $61.1 million of our outstanding 2013 Notes. See Note 10 for additional information regarding the extinguishment of this debt. | |||||||||
Convertible Secured Notes due 2015 | |||||||||
On August 31, 2010, we issued $55.0 million aggregate principal amount of 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 bore interest at a rate of 9.5% per annum and will mature on August 31, 2015. Interest payments were 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 was being accreted over the term of the Convertible Notes and included in interest expense prior to the Conversion Event, as described below. As of December 31, 2013 and 2012, the unamortized balance of the discount was zero and $8.9 million, respectively. | |||||||||
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. | |||||||||
In accordance with the terms of the 2010 Indenture, as amended, if the closing price of our common stock exceeded 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-days trading period (the "Conversion Event"), we could provide, at our option, a written notice (the "Conversion Event Notice"), of the occurrence of the Conversion Event to each holder of Convertible Notes. Except as set forth in an Election Notice (as defined in the 2010 Indenture), the right to convert Convertible Notes with respect to the occurrence of the Conversion Event terminated on the date that was 46-days following the date of the Conversion Event Notice (the "Conversion Termination Date"), such that the holder had a 45-days 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 could be redeemed, 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. Prior to August 3, 2013, holders tendered $6.4 million of Convertible Notes and were issued 0.6 million shares of our 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 December 31, 2013. | |||||||||
For the years ended December 31, 2013 and 2012, we recorded to our consolidated statements of operations, interest expense related to the coupon rate and amortization of the discount on our Convertible Notes of $2.1 million and $7.5 million, respectively. The weighted average interest rate for the Convertible Notes was zero and 17.38% as of December 31, 2013 and 2012, respectively. | |||||||||
Capital Leases and 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 December 31, 2013, we have utilized all $5.0 million of lease commitments at fixed annual interest rates ranging from 4.31% to 4.54%. Payments are due 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 December 19, 2013, we entered into a master leasing agreement with GE Corporate Financial Services, Inc. ("GE Capital") to provide up to $5.0 million in total lease commitments for mixer trucks. As of December 31, 2013, we have utilized $0.8 million of lease commitments with a fixed interest rate of 4.80% 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. | |||||||||
The current portion of capital leases included in current maturities of long term debt is $1.1 million as of December 31, 2013. | |||||||||
Between July 26, 2013 and December 31, 2013, we signed four promissory notes with Daimler Truck Financial ("Daimler") for the purchase of mixer trucks in the aggregate amount of $6.2 million with annual interest rates ranging from 3.02% to 3.23%. The Daimler promissory notes are payable monthly for a term of five years. | |||||||||
The weighted average interest rate of our capital leases and other financing was 3.83% as of December 31, 2013 and was 4.22% at December 31, 2012. |
EXTINGUISHMENT_OF_DEBT
EXTINGUISHMENT OF DEBT | 12 Months Ended |
Dec. 31, 2013 | |
Extinguishment of Debt Disclosures [Abstract] | ' |
EXTINGUISHMENT OF DEBT | ' |
EXTINGUISHMENT OF DEBT | |
As described in Note 9 above, concurrent with issuing the 2018 Notes in November 2013, we redeemed our $61.1 million of outstanding 2013 Notes issued in connection with the Exchange Offer. As such, during the fourth quarter of 2013, we wrote-off $1.6 million of previously deferred financing costs associated with 2013 Notes and recorded the charge as loss on extinguishment of debt on the accompanying consolidated statements of operations. | |
In conjunction with the Conversion Event, described in Note 9 above, holders of our Convertible Notes tendered $6.4 million of Convertible Notes in exchange for 0.6 million shares of our 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. We recorded a loss on extinguishment of debt of $1.7 million, which is included on the accompanying consolidated statements of operations. | |
In March 2013, in connection with the Exchange Offer, described in Note 9 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 gain on extinguishment of debt associated with this transaction of $4.3 million on the accompanying consolidated statements of operations. | |
In August 2012, concurrent with entering into the 2012 Credit Agreement, we terminated our Senior Secured Credit Facility due 2014 (the "2010 Agreement"). As such, during the third quarter of 2012, we wrote-off $2.6 million of previously deferred financing costs associated with the terminated 2010 Credit Agreement and recorded the charge as loss on extinguishment of debt on the accompanying consolidated statements of operations. | |
In connection with the 2018 Notes, the 2012 Credit Agreement and the 2013 Loan Agreement we have incurred $8.5 million of deferred financing costs. Deferred financing costs are classified as Other Assets on the accompanying consolidated balance sheet. These deferred financing costs are being amortized over the terms of the related agreements using the straight line method, which approximated the effective interest method. |
DERIVATIVES
DERIVATIVES | 12 Months Ended | ||||||||||
Dec. 31, 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 9 and 10 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 | 31-Dec-13 | 31-Dec-12 | ||||||||
hedging instruments under ASC 815 | |||||||||||
Warrants | Current derivative liabilities | $ | 21,690 | $ | 4,857 | ||||||
Convertible Note embedded derivative | Current derivative liabilities | — | 17,173 | ||||||||
$ | 21,690 | $ | 22,030 | ||||||||
The following table presents the effect of derivative instruments on the accompanying consolidated statements of operations for the year ended December 31, 2013 and December 31, 2012 excluding income tax effects: | |||||||||||
Derivative Instruments not designated as | Location of (Loss) | December 31, 2013 | December 31, 2012 | ||||||||
hedging instruments under ASC 815 | Recognized | ||||||||||
Warrants | Derivative loss | $ | (16,833 | ) | $ | (4,195 | ) | ||||
Convertible Note embedded derivative | Derivative loss | (13,131 | ) | (15,530 | ) | ||||||
$ | (29,964 | ) | $ | (19,725 | ) | ||||||
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 December 31, 2013 and December 31, 2012: | |||||||||||
Number of Shares | |||||||||||
Derivative Instruments not designated as hedging instruments under ASC 815 | 31-Dec-13 | 31-Dec-12 | |||||||||
Warrants | 3,000 | 3,000 | |||||||||
Convertible Note 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. |
OTHER_LONGTERM_OBLIGATIONS_AND
OTHER LONG-TERM OBLIGATIONS AND DEFERRED CREDITS | 12 Months Ended |
Dec. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
OTHER LONG-TERM OBLIGATIONS AND DEFERRED CREDITS | ' |
OTHER LONG-TERM OBLIGATIONS AND DEFERRED CREDITS | |
Other long-term obligations and deferred credits are comprised primarily of the Bode Earn-out that we entered into with the former equity owners of the Bode Companies, as part of the acquisition of the Bode Companies during the fourth quarter of 2012. In accordance with the agreement, we are obligated to make certain annual payments to the former owners of the Bode Companies upon the achievement of certain pre-defined incremental sales volume milestones. The Bode Earn-out was valued based on the net present value of the expected future payments, using a contractual discount rate of 7.0% and is capped at a net present value of $7.0 million. A long-term obligation of $4.8 million and $7.0 million is classified as a long-term liability on our consolidated balance sheets at December 31, 2013 and 2012, respectively, and reflects the portion we expect to pay beyond one year of the balance sheet date and within the six-year term of the agreement. The discount on the Bode Earn-out is being accreted to interest expense over the period during which payments are expected to be made. Our first payment is due in January 2014. We expect our obligation to cease during 2017. | |
The remaining other long-term obligations and deferred credits balances consists primarily of the long-term portion of our income tax liability (see Note 17). |
FAIR_VALUE_DISCLOSURES
FAIR VALUE DISCLOSURES | 12 Months Ended | ||||||||||||||||
Dec. 31, 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 securities within the fair value hierarchy. | |||||||||||||||||
The following table presents our fair value hierarchy for liabilities measured at fair value on a recurring basis as of December 31, 2013 and 2012 (in thousands): | |||||||||||||||||
As of December 31, 2013 | |||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
Derivative – Warrants(1) | $ | 21,690 | $ | — | $ | — | $ | 21,690 | |||||||||
Derivative – Convertible Notes Embedded Derivative(2) | — | — | — | — | |||||||||||||
Other Obligations - Bode Earn-out(3) | 7,000 | — | — | 7,000 | |||||||||||||
$ | 28,690 | $ | — | $ | — | $ | 28,690 | ||||||||||
As of 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 Warrants (as defined herein, see Note 15). | ||||||||||||||||
-2 | Represented the compound embedded derivative included in our Convertible Notes (see Note 11). The compound embedded derivative included the value associated with the noteholders’ conversion option, as well as certain rights to receive “make-whole” amounts. The “make-whole” provision(s) provided that, upon certain contingent events, if conversion was elected on the Convertible Notes, we may have been obligated to pay such holder an amount in cash, or shares of common stock to compensate noteholders who had 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 2). 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. | ||||||||||||||||
The Convertible Notes embedded derivative liability was valued using a lattice model for instruments with the option to convert into common equity. Following the Conversion Termination Date in August 2013, the remaining Convertible Notes are no longer convertible into shares of our common stock and, as a result, the Convertible Notes no longer include 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 fair value of 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 is as follows for December 31, 2013 and 2012 (in thousands): | |||||||||||||||||
Warrants | Convertible Notes Embedded | Bode Earn-out | |||||||||||||||
Derivative | |||||||||||||||||
Balance at January 1, 2012 | $ | 662 | $ | 1,643 | $ | — | |||||||||||
Bode Earn-out liability recorded with acquisition of the Bode Companies | — | — | 7,000 | ||||||||||||||
Total losses included in net loss | 4,195 | 15,530 | — | ||||||||||||||
Balance at December 31, 2012 | 4,857 | 17,173 | 7,000 | ||||||||||||||
Total losses included in net loss | 16,833 | 13,131 | — | ||||||||||||||
Write-off of derivative on Convertible Notes tendered for 2013 Notes (1) | — | (26,641 | ) | — | |||||||||||||
Write-off of derivative on Convertible Notes tendered for common stock or remaining at the Conversion Termination Date (2) | — | (3,663 | ) | — | |||||||||||||
Balance at December 31, 2013 | $ | 21,690 | $ | — | $ | 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 year ended December 31, 2013 gain (loss) on extinguishment of debt on the accompanying consolidated statements of operations. | ||||||||||||||||
-2 | 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 additional paid-in capital on the accompanying consolidated balance sheet for the year ended December 31, 2013. | ||||||||||||||||
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 2013 Loan Agreement approximates fair value due to the floating interest rate. The fair value of the 2018 Notes, estimated based on broker/deal quoted market prices, was $204.5 million as of December 31, 2013. The fair value of our Convertible Notes was approximately $0.1 million and included no embedded derivative at December 31, 2013, and was $68.8 million, including $17.2 million related to the embedded derivative at December 31, 2012. |
STOCKHOLDERS_EQUITY
STOCKHOLDERS EQUITY | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Equity [Abstract] | ' | ||||||
STOCKHOLDERSb EQUITY | ' | ||||||
STOCKHOLDERS’ EQUITY | |||||||
Common Stock and Preferred Stock | |||||||
The following table presents information regarding U.S. Concrete’s common stock (in thousands): | |||||||
31-Dec-13 | 31-Dec-12 | ||||||
Shares authorized | 100,000 | 100,000 | |||||
Shares outstanding at end of period | 14,036 | 13,358 | |||||
Shares held in treasury | 414 | 118 | |||||
Under our restated certificate of incorporation, we are authorized to issue 100.0 million shares of common stock, par value $0.001, and 10.0 million shares of preferred stock, $0.001 par value. 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 our 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 December 31, 2013 and 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 296,000 shares during the year ended December 31, 2013, at a total value of approximately $4.9 million, and approximately 58,000 shares during the year ended December 31, 2012, at a total value of approximately $0.3 million. We accounted for the withholding of these shares as treasury stock. |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2013 | |
Warrants and Rights Note Disclosure [Abstract] | ' |
WARRANTS | ' |
WARRANTS | |
On August 31, 2010 (the "Effective Date"), we issued warrants to acquire common stock 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 (collectively, the "Warrants"). The Warrants were issued to holders of our predecessor common stock pro rata based on a holder’s stock ownership as of the Effective Date. The Warrants have been included in derivative liabilities on the consolidated balance sheets in accordance with the authoritative accounting guidance (see Note 11). | |
In connection with the issuance of the Class A Warrants, we entered into a Class A Warrant Agreement with American Stock Transfer & Trust Company, LLC, as warrant agent ("AST"). Subject to the terms of the Class A Warrant Agreement, holders of Class A Warrants are entitled to purchase shares of common stock at an exercise price of $22.69 per share. In connection with the issuance of the Class B Warrants, the Company entered into a Class B Warrant Agreement (collectively with the Class A Warrant Agreement, the "Warrant Agreements") with AST. Subject to the terms of the Class B Warrant Agreement, holders of Class B Warrants are entitled to purchase shares of common stock at an exercise price of $26.68 per share. Subject to the terms of the Warrant Agreements, both classes of Warrants have a seven−year term and will expire on the seventh anniversary of the Effective Date. The Warrants may be exercised for cash or on a net issuance basis. | |
If, at any time before the expiration date of the Warrants, we pay or declare a dividend or make a distribution on the common stock payable in shares of our capital stock, or make subdivisions or combinations of our outstanding shares of common stock into a greater or lesser number of shares or issue any shares of our capital stock by reclassification of common stock, then the exercise price and number of shares issuable upon exercise of the Warrants will be adjusted so that the holders of the Warrants will be entitled to receive the aggregate number and kind of shares that they would have received as a result of the event if their Warrants had been exercised immediately before the event. In addition, if we distribute to holders of the common stock an Extraordinary Distribution (defined in each Warrant Agreement to include assets, securities or warrants to purchase securities), then the exercise price of the Warrants will be decreased by the amount of cash and/or the fair market value of any securities or assets paid or distributed on each share of common stock; however, no adjustment to the exercise price will be made if, at the time of an Extraordinary Distribution, we make the same distribution to holders of Warrants as we make to holders of common stock pro rata based on the number of shares of common stock for which the Warrants are exercisable. | |
In the event of a Fundamental Change (defined in each Warrant Agreement to include transactions such as mergers, consolidations, sales of assets, tender offers, exchange offers, reorganizations, reclassifications, compulsory share exchanges or liquidations in which all or substantially all of the outstanding common stock is converted into or exchanged for stock, other securities, cash or assets), if the consideration paid consists 90% or more of publicly traded securities, each holder of a Warrant will have the right upon any subsequent exercise to receive the kind and amount of stock, other securities, cash and assets that such holder would have received if the Warrant had been exercised immediately prior to such Fundamental Change. If a Fundamental Change occurs (other than a Fundamental Change in which the consideration paid consists at least 90% of publicly traded securities), then each holder of a Warrant will be entitled to receive an amount equal to the Fair Market Value (as defined in each of the Warrant Agreements) of their Warrant on the date the Fundamental Change is consummated. | |
No adjustment in the exercise price of Warrants shall be required unless such adjustment would require an increase or decrease of at least $0.05 in the exercise price; provided that any adjustments that are not required to be made shall be carried forward and taken into account in any subsequent adjustment. |
CORPORATE_HEADQUARTERS_RELOCAT
CORPORATE HEADQUARTERS RELOCATION AND LEASE EXIT COSTS | 12 Months Ended |
Dec. 31, 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 that did not relocate with the Company as well as other employee-related and general moving costs. For the years ended December 31, 2013 and 2012, we recorded approximately $0.7 million and $2.2 million, respectively, for these severance, other employee-related, and moving costs. These costs are included in selling, general, and administrative ("SG&A") expenses on the 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 believe 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 the lease termination, we did not sublease the space and recorded no rental income. We recorded credits of approximately $0.1 million in amortization of the cease-use obligation for each of the years ended December 31, 2013 and 2012. |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
INCOME TAXES | ' | ||||||||
INCOME TAXES | |||||||||
Our consolidated federal and state income tax returns include the results of operations of acquired businesses from their dates of acquisition. | |||||||||
A reconciliation of our effective income tax rate to the amounts calculated by applying the federal statutory corporate tax rate of 35% is as follows (in thousands): | |||||||||
Year Ended | Year Ended | ||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Tax (benefit) expense at statutory rate | $ | (6,032 | ) | $ | (10,328 | ) | |||
Add (deduct): | |||||||||
State income taxes | 1,025 | (1,552 | ) | ||||||
Nondeductible items | 970 | 2,095 | |||||||
Valuation allowance | 539 | 6,165 | |||||||
Derivatives and note discount | 8,369 | — | |||||||
Unrecognized tax benefit | (3,732 | ) | (51 | ) | |||||
Other | 16 | (89 | ) | ||||||
Income tax provision (benefit) | $ | 1,155 | $ | (3,760 | ) | ||||
Effective income tax rate | (6.7 | )% | 12.7 | % | |||||
The amounts of our consolidated federal and state income tax provision (benefit) from continuing operations are as follows (in thousands): | |||||||||
Year Ended | Year Ended | ||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Current: | |||||||||
Federal | $ | 108 | $ | — | |||||
State | 1,153 | 304 | |||||||
1,261 | 304 | ||||||||
Deferred: | |||||||||
Federal | $ | — | $ | (3,623 | ) | ||||
State | (106 | ) | (441 | ) | |||||
(106 | ) | (4,064 | ) | ||||||
Income tax provision (benefit) from continuing operations | $ | 1,155 | $ | (3,760 | ) | ||||
Deferred income tax provisions result from temporary differences in the recognition of expenses for financial reporting purposes and for tax reporting purposes. We present the effects of those differences as deferred income tax liabilities and assets, as follows (in thousands): | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Deferred tax assets: | |||||||||
Derivatives | $ | 6,203 | $ | 2,176 | |||||
Goodwill and other intangibles | 8,579 | 11,822 | |||||||
Receivables | 1,094 | 1,208 | |||||||
Inventory | 3,654 | 3,275 | |||||||
Accrued insurance | 3,768 | 3,972 | |||||||
Other accrued expenses | 4,904 | 6,027 | |||||||
Capital loss carryforwards | 4,029 | 4,232 | |||||||
Net operating loss carryforwards | 22,179 | 28,683 | |||||||
Other | 366 | 291 | |||||||
Total gross deferred tax assets | 54,776 | 61,686 | |||||||
Valuation allowance | (44,380 | ) | (44,926 | ) | |||||
Net deferred tax assets | 10,396 | 16,760 | |||||||
Deferred income tax liabilities: | |||||||||
Property, plant and equipment, net | 14,258 | 17,212 | |||||||
Derivatives | 470 | — | |||||||
Total gross deferred tax liabilities | 14,728 | 17,212 | |||||||
Net deferred tax liability | $ | 4,332 | $ | 452 | |||||
The allocation of deferred taxes between current and long-term as of December 31, 2013 and 2012 is as follows (in thousands): | |||||||||
2013 | 2012 | ||||||||
Current deferred tax asset, net | $ | 708 | $ | 2,835 | |||||
Long-term deferred tax liability, net | 5,040 | 3,287 | |||||||
Net deferred tax liability | $ | 4,332 | $ | 452 | |||||
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 December 31, 2013 and 2012 in the amount of $44.4 million and $44.9 million, respectively, for other deferred tax assets because of uncertainty regarding their ultimate realization. Our total net deferred tax liability as of December 31, 2013 and 2012 was $4.3 million and $0.5 million, respectively. | |||||||||
We reorganized pursuant to Chapter 11 of the bankruptcy code under the terms of our plan of reorganization (the "Plan"), with an effective date of August 31, 2010. Under our Plan, our previously outstanding 8.375% Senior Subordinated Notes due 2014 were cancelled, giving rise to cancellation of indebtedness income, or CODI. The Internal Revenue Code ("IRC"), provides that CODI arising under a plan of bankruptcy reorganization is excludable from taxable income, but the debtor must reduce certain of its tax attributes by the amount of CODI realized under the Plan. Based on the estimate of CODI and required tax attribute reduction, the effects of the Plan did not cause a significant change in our recorded net deferred tax liability. Our required reduction in tax attributes, or deferred tax assets, was accompanied by a corresponding release of valuation allowance that was reducing the carrying value of such tax attributes. | |||||||||
We underwent a change in ownership for purposes of Section 382 of the IRC as a result of our Plan and emergence from Chapter 11 on August 31, 2010. As a result, the amount of our pre-change net operating losses, or NOL's, 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. As of December 31, 2013, approximately $25.8 million of our $56.0 million federal NOL’s are subject to annual Section 382 limitations. The ownership change and the resulting annual limitation on use of NOL's 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 NOL available to offset taxable income in a specific year may result in the payment of income taxes before all NOL's have been utilized. Additionally, a subsequent ownership change may result in further limitation on the ability to utilize existing NOL's and other tax attributes. | |||||||||
As of December 31, 2013, we had deferred tax assets related to federal and state NOL and tax credit carryforwards of $26.6 million. As a result of certain realization requirements of ASC Topic 718, Compensation - Stock Compensation, these deferred tax assets do not include $3.0 million that arose directly from tax deductions related to equity compensation in excess of compensation recognized for financial reporting. We have federal NOL's of approximately $56.0 million, including $8.7 million related to the excluded deferred tax assets related to equity compensation, that are available to offset federal taxable income and will expire in the years 2028 through 2032, if not fully utilized. | |||||||||
At December 31, 2013, we had unrecognized tax benefits of $3.5 million of which $1.5 million, if recognized, would impact the effective tax rate. It is likely a reduction of unrecognized tax benefits will occur within the next 12 months of $0.1 million. The unrecognized tax benefits are included as a component of other long-term obligations. During the years ended December 31, 2013 and December 31, 2012, we recorded interest and penalties related to unrecognized tax benefits of $0.1 million and ($0.1) million, respectively. Total accrued penalties and interest at December 31, 2013 and 2012 was approximately $0.3 million and $0.2 million, respectively. | |||||||||
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): | |||||||||
Balance as of January 1, 2012 | $ | 6,556 | |||||||
Additions for tax positions related to 2012 | 145 | ||||||||
Additions for tax positions related to prior years | 508 | ||||||||
Reductions due to lapse of statute of limitations | (611 | ) | |||||||
Balance as of December 31, 2012 | $ | 6,598 | |||||||
Additions for tax positions related to current year | 311 | ||||||||
Additions for tax positions related to prior years | 393 | ||||||||
Reductions due to lapse of statute of limitations | (3,813 | ) | |||||||
Balance as of December 31, 2013 | $ | 3,489 | |||||||
We recognize interest and penalties related to uncertain tax positions in income tax expense. | |||||||||
We conduct business domestically and, as a result, U.S. Concrete, Inc. or one or more of our subsidiaries file income tax returns in the U.S. federal jurisdiction and various state and local jurisdictions. In the normal course of business, we are subject to examination in the U.S. federal jurisdiction, and generally in state jurisdictions. With few exceptions, we are no longer subject to U.S. federal, state and local tax examinations for years before 2010. |
STOCKBASED_COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||
STOCK-BASED COMPENSATION | ' | ||||||||||||||||
STOCK-BASED COMPENSATION | |||||||||||||||||
Management Equity Incentive Plan | |||||||||||||||||
We adopted a management equity incentive plan (the "2010 Plan") on the Effective Date, under which 9.5% of the equity of the Company, on a fully-diluted basis, was reserved for issuance as equity-based awards to management and employees, and 0.5% of such equity, on a fully-diluted basis, was reserved for issuance to directors of the Company. On January 23, 2013, we adopted a long term incentive plan (the "2013 Plan"), under which approximately 0.5 million shares of common stock are reserved for grant as equity-based awards to management, employees, and directors of the Company. The 2013 Plan was approved by stockholders at our annual meeting in May 2013. The 2013 Plan enables us to grant stock options, stock appreciation rights, stock awards, cash awards and performance awards. | |||||||||||||||||
We reserved 2.7 million shares of common stock for use in connection with the 2010 Plan and the 2013 Plan, and as of December 31, 2013, there were 1.1 million shares remaining for future issuance under the 2013 Plan. Following the adoption of the 2013 Plan, we no longer grant awards under the 2010 Plan. | |||||||||||||||||
In accordance with the terms of the 2010 Plan, by no later than the fifth anniversary of the Effective Date, all shares of common stock reserved for issuance under the 2010 Plan are required to be subject to an outstanding award or to have been delivered pursuant to the settlement of an award. Within thirty days following the Effective Date, thirty-five percent of the shares of common stock available for delivery pursuant to awards were required to be allocated to employee awards. No more than five percent of the shares of common stock available for delivery pursuant to awards were to be allocated to director awards. Each participant who received an award in the form of restricted stock units from the 2010 Plan also concurrently received an award for an equal amount of incentive restricted stock units (which represent the right to receive 0.35020 of a share of common stock upon satisfaction of certain criteria). | |||||||||||||||||
Stock-Based Compensation | |||||||||||||||||
Under authoritative accounting guidance, share-based compensation cost is measured at the grant date based on the calculated fair value of the award. The expense is recognized over the employee’s requisite service period, generally the vesting period of the award or for performance based awards, over the derived service period. We have elected to use the long-form method of determining our pool of windfall tax benefits as prescribed under authoritative accounting guidance. | |||||||||||||||||
For the years ended December 31, 2013 and December 31, 2012, we recognized stock-based compensation expense related to restricted stock, restricted stock units and stock options of $5.4 million and $2.5 million, respectively. Stock-based compensation expense is reflected in SG&A expenses in our consolidated statements of operations. | |||||||||||||||||
As of December 31, 2013 and 2012, there was approximately $3.1 million and $3.5 million, respectively, of unrecognized compensation cost related to restricted stock units, restricted stock awards and stock options. As of December 31, 2013, we expect to recognize the related compensation cost over a weighted average period of approximately 0.9 years. | |||||||||||||||||
Restricted Stock Units | |||||||||||||||||
Since August 31, 2010, we have issued restricted stock units under the 2010 and 2013 Plans that generally vest over a one to three year period on a quarterly basis. The restricted stock units are subject to restrictions on transfer and certain conditions to vesting. During the restriction period, the holders of restricted stock units are not entitled to vote and receive dividends on those restricted units as the restricted stock units do not represent outstanding shares of our common stock. | |||||||||||||||||
Restricted stock unit activity for the years ending December 31, 2013 and December 31, 2012 was as follows (shares in thousands): | |||||||||||||||||
For the years ended December 31, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Number | Weighted- | Number | Weighted- | ||||||||||||||
of | Average | of | Average | ||||||||||||||
Units | Grant Date | Units | Grant Date | ||||||||||||||
Fair Value | Fair Value | ||||||||||||||||
Unvested restricted stock units outstanding at beginning of period | 37 | $ | 8.09 | 166 | $ | 8.03 | |||||||||||
Granted | 101 | 16.89 | 9 | 5 | |||||||||||||
Vested | (108 | ) | 13.2 | (117 | ) | 7.78 | |||||||||||
Forfeited | (1 | ) | 8 | (21 | ) | 7.99 | |||||||||||
Unvested restricted stock units outstanding at end of period | 29 | $ | 19.78 | 37 | $ | 8.09 | |||||||||||
Under the terms of the 2010 Plan, for every restricted stock unit that was granted, there was an equivalent number of incentive restricted stock units, or IRSU's, issued. These IRSU's represented the right to receive 0.35020 of a share of common stock upon satisfaction of certain criteria. The fair value of our restricted stock units was determined based upon the stock price of our common stock on the date of grant. Compensation expense associated with awards of restricted stock units was $2.7 million and $0.7 million for the years ended December 31, 2013 and December 31, 2012, respectively. Compensation costs for 2013 associated with our restricted stock units included $1.2 million of expense for achievement of the performance goal associated with the related IRSU's. The performance goal associated with delivery of a Conversion Event Notice was met on June 18, 2013, which triggered the conversion of certain previously vested IRSU's, resulting in the issuance of approximately 69,000 shares of our common stock and recognition of $1.2 million of compensation expense. Prior to the second quarter of 2013, no compensation expense had been recognized for these grants, as achievement of the performance goal was not considered probable. The weighted average remaining contractual term for the restricted stock units was 0.49 years at December 31, 2013. | |||||||||||||||||
Restricted Stock Awards | |||||||||||||||||
We have issued restricted stock awards under the 2010 and 2013 Plans. The restricted stock awards are subject to restrictions on transfer and certain conditions to vesting. The restricted stock awards issued to date consist of a 60% time-vested component and a 40% stock performance hurdle component. The time-vested component vests over a three or four year period. The stock performance hurdle component triggers vesting upon our stock price reaching certain thresholds. During the restriction period, the holders of restricted stock are entitled to vote and receive dividends, thus these awards are included in our outstanding shares of common stock. | |||||||||||||||||
Restricted stock award activity for the year ended December 31, 2013 and December 31, 2012 was as follows (shares in thousands): | |||||||||||||||||
For the years ended December 31, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Number | Weighted- | Number | Weighted- | ||||||||||||||
of | Average | of | Average | ||||||||||||||
Shares | Grant Date | Shares | Grant Date | ||||||||||||||
Fair Value | Fair Value | ||||||||||||||||
Unvested restricted stock awards outstanding at beginning of period | 1,070 | $ | 4.18 | 750 | $ | 4.74 | |||||||||||
Granted | 214 | 11.55 | 492 | 3.51 | |||||||||||||
Vested | (748 | ) | 4 | (112 | ) | 6 | |||||||||||
Forfeited | (49 | ) | 7.28 | (60 | ) | 3.4 | |||||||||||
Unvested restricted stock awards outstanding at end of period | 487 | $ | 7.4 | 1,070 | $ | 4.18 | |||||||||||
The fair value of restricted stock awards subject only to time-vesting restrictions was determined based upon the stock price of our common stock on the date of grant. The fair value of restricted stock subject to our common stock reaching certain price thresholds was determined utilizing a Monte Carlo financial valuation model which is appropriate for path-dependent options. Compensation expense determined utilizing the Monte Carlo simulation is recognized regardless of whether the common stock reaches the defined thresholds. During 2012, we modified the terms of one of our restricted stock awards issued during 2011, resulting in a change in the stock performance hurdle and the valuation of the related shares. The incremental compensation expense associated with the modification of these 0.2 million of restricted stock awards was negligible for 2012. Compensation expense associated with restricted stock awards under our incentive compensation plan was $2.7 million and $1.8 million for the years ended December 31, 2013 and December 31, 2012, respectively. | |||||||||||||||||
Stock Options | |||||||||||||||||
Proceeds from the exercise of stock options are credited to common stock at par value, and the excess is credited to additional paid-in capital. We estimated the fair value of each of our stock option awards on the date of grant using a Black-Scholes option pricing model. We determined the expected volatility using the historical and implied volatilities of a peer group of companies given the limited trading history of our successor common stock. For each option awarded, the risk-free interest rate was based on the U.S. Treasury yield in effect at the time of grant for periods corresponding with the expected life of the option. The expected life of an option represents the weighted average period of time that an option grant is expected to be outstanding, giving consideration to its vesting schedule and historical exercise patterns. We granted approximately 245,000 stock options during the fourth quarter of 2010. | |||||||||||||||||
There were no stock option grants in 2013 or 2012, and stock option grants in 2011 were not material. Compensation expense related to stock options was less than $0.1 million during each of the years ended December 31, 2013 and December 31, 2012. Stock option activity for the years ended December 31, 2013 and December 31, 2012 is as follows (shares in thousands): | |||||||||||||||||
For the years ended December 31, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Number | Weighted- | Number | Weighted- | ||||||||||||||
of Shares | Average | of Shares | Average | ||||||||||||||
Underlying | Exercise | Underlying | Exercise | ||||||||||||||
Options | Price | Options | Price | ||||||||||||||
Options outstanding at beginning of year | 107 | $ | 17.23 | 178 | $ | 17.23 | |||||||||||
Granted | — | — | — | — | |||||||||||||
Exercised | (17 | ) | 13.14 | — | — | ||||||||||||
Forfeited and expired | (10 | ) | 21.71 | (71 | ) | 17.23 | |||||||||||
Options outstanding at end of year | 80 | $ | 17.53 | 107 | $ | 17.23 | |||||||||||
Options exercisable at end of year | 79 | $ | 17.53 | 77 | $ | 17.23 | |||||||||||
The following table summarizes information about stock options outstanding as of December 31, 2013 (shares in thousands): | |||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||
Range of exercise prices | Number of Shares Outstanding | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price | Number of Shares Outstanding | Weighted Average Exercise Price | ||||||||||||
$12.00 - $12.00 | 24 | 4.75 | $ | 12 | 24 | $ | 12 | ||||||||||
$15.00 - $15.00 | 28 | 5.02 | 15 | 27 | 15 | ||||||||||||
$22.69 - $22.69 | 14 | 5.06 | 22.69 | 14 | 22.69 | ||||||||||||
$26.68 - $26.68 | 14 | 5.06 | 26.68 | 14 | 26.68 | ||||||||||||
$12.00 - $26.68 | 80 | 4.95 | $ | 17.53 | 79 | $ | 17.53 | ||||||||||
The aggregate intrinsic value of outstanding and exercisable options was $0.5 million and zero at December 31, 2013 and 2012, respectively. |
NET_LOSS_EARNINGS_PER_SHARE
NET (LOSS) EARNINGS PER SHARE | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Earnings Per Share [Abstract] | ' | ||||||
NET (LOSS) EARNINGS PER SHARE | ' | ||||||
NET (LOSS) EARNINGS PER SHARE | |||||||
Basic (loss) earnings per share is computed by dividing net (loss) income by the weighted average number of common shares outstanding during the period. Diluted (loss) earnings per share is computed by dividing net (loss) income 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 years ended December 31, 2013 and 2012, our potentially dilutive shares include the shares underlying our Convertible Notes, restricted stock awards, 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: | |||||||
December 31, 2013 | December 31, 2012 | ||||||
Potentially dilutive shares: | |||||||
Convertible Notes | 349 | 5,238 | |||||
Unvested restricted stock awards and restricted stock units | 516 | 1,107 | |||||
Stock options | 80 | 107 | |||||
Warrants | 3,000 | 3,000 | |||||
Total potentially dilutive shares | 3,945 | 9,452 | |||||
BUSINESS_SEGMENTS
BUSINESS SEGMENTS | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Segment Reporting [Abstract] | ' | ||||||||
BUSINESS SEGMENTS | ' | ||||||||
BUSINESS SEGMENTS | |||||||||
Our two reportable segments consist of ready-mixed concrete and aggregate products, as described below. | |||||||||
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. | |||||||||
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; and | ||||||||
• | expenses associated with the relocation of our corporate headquarters. | ||||||||
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, net 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. Certain prior year amounts have been recast to conform to the current year presentation. | |||||||||
The following table sets forth certain financial information relating to our continuing operations by reportable segment (in thousands): | |||||||||
Year ended December 31, 2013 | Year ended December 31, 2012 | ||||||||
Revenue: | |||||||||
Ready-mixed concrete | |||||||||
Sales to external customers | $ | 545,302 | $ | 473,807 | |||||
Aggregate products | |||||||||
Sales to external customers | 21,715 | 18,261 | |||||||
Intersegment sales | 16,498 | 13,736 | |||||||
Total Reportable Segment Revenue | 583,515 | 505,804 | |||||||
Other products and eliminations | 31,485 | 25,243 | |||||||
Total revenue | $ | 615,000 | $ | 531,047 | |||||
Reportable Segment Adjusted EBITDA: | |||||||||
Ready-mixed concrete | $ | 58,583 | $ | 41,486 | |||||
Aggregate products | 7,192 | 4,142 | |||||||
Total reportable segment Adjusted EBITDA | 65,775 | 45,628 | |||||||
Reconciliation of reportable segment Adjusted EBITDA to loss from continuing operations before income taxes: | |||||||||
Total reportable segment Adjusted EBITDA | 65,775 | 45,628 | |||||||
Other products and eliminations income from operations | 2,436 | (481 | ) | ||||||
Corporate overhead, net of insurance allocations | (29,957 | ) | (29,460 | ) | |||||
Depreciation, depletion and amortization for reportable segments | (15,777 | ) | (12,549 | ) | |||||
Interest expense, net | (11,332 | ) | (11,344 | ) | |||||
Corporate gain (loss) on early extinguishment of debt | 985 | (2,630 | ) | ||||||
Corporate derivative loss | (29,964 | ) | (19,725 | ) | |||||
Corporate, other products and eliminations other income, net | 599 | 1,052 | |||||||
Loss from continuing operations before income taxes | $ | (17,235 | ) | $ | (29,509 | ) | |||
Capital Expenditures: | |||||||||
Ready-mixed concrete | $ | 12,236 | $ | 5,232 | |||||
Aggregate products | 5,773 | 1,752 | |||||||
Other | 1,979 | 1,036 | |||||||
Total capital expenditures | $ | 19,988 | $ | 8,020 | |||||
Revenue by Product: | |||||||||
Ready-mixed concrete | $ | 545,302 | $ | 473,807 | |||||
Aggregate products | 21,715 | 18,261 | |||||||
Precast concrete products | 16,845 | 13,826 | |||||||
Building materials | 14,656 | 11,363 | |||||||
Lime | 7,356 | 6,762 | |||||||
Hauling | 4,533 | 4,729 | |||||||
Other | 4,593 | 2,299 | |||||||
Total revenue | $ | 615,000 | $ | 531,047 | |||||
2013 | 2012 | ||||||||
Identifiable Assets (as of December 31): | |||||||||
Ready-mixed concrete | $ | 91,776 | $ | 75,469 | |||||
Aggregate products | 36,819 | 34,316 | |||||||
Other products and corporate | 9,964 | 11,086 | |||||||
Total Identifiable assets | $ | 138,559 | $ | 120,871 | |||||
RISK_CONCENTRATION
RISK CONCENTRATION | 12 Months Ended |
Dec. 31, 2013 | |
Segment Reporting [Abstract] | ' |
RISK CONCENTRATION | ' |
RISK CONCENTRATION | |
We grant credit, generally without collateral, to our customers, which include general contractors, municipalities and commercial companies located primarily in Texas, California, New Jersey, New York, Pennsylvania, Washington D.C., and Oklahoma. Consequently, we are subject to potential credit risk related to changes in business and economic factors in those states. We generally have lien rights in the work we perform, and concentrations of credit risk are limited because of the diversity of our customer base. Further, our management believes that our contract acceptance, billing and collection policies are adequate to limit potential credit risk. | |
Several of our subsidiaries are parties to various collective bargaining agreements with labor unions having multi-year terms. As of December 31, 2013, approximately 575 of our employees, or 32.2% of our workforce, were represented by labor unions having collective bargaining agreements with us. Generally, these agreements have multi-year terms and expire on a staggered basis between 2014 and 2018. As of December 31, 2013, approximately 84 of our employees, or 4.6% of our workforce, were represented by agreements that expire within one year. | |
SIGNIFICANT CUSTOMERS AND SUPPLIERS | |
We did not have any customers that accounted for more than 10% of our revenues or any suppliers that accounted for more than 10% of our cost of goods sold in 2013 or 2012. |
SIGNIFICANT_CUSTOMERS_AND_SUPP
SIGNIFICANT CUSTOMERS AND SUPPLIERS | 12 Months Ended |
Dec. 31, 2013 | |
Segment Reporting [Abstract] | ' |
SIGNIFICANT CUSTOMERS AND SUPPLIERS | ' |
RISK CONCENTRATION | |
We grant credit, generally without collateral, to our customers, which include general contractors, municipalities and commercial companies located primarily in Texas, California, New Jersey, New York, Pennsylvania, Washington D.C., and Oklahoma. Consequently, we are subject to potential credit risk related to changes in business and economic factors in those states. We generally have lien rights in the work we perform, and concentrations of credit risk are limited because of the diversity of our customer base. Further, our management believes that our contract acceptance, billing and collection policies are adequate to limit potential credit risk. | |
Several of our subsidiaries are parties to various collective bargaining agreements with labor unions having multi-year terms. As of December 31, 2013, approximately 575 of our employees, or 32.2% of our workforce, were represented by labor unions having collective bargaining agreements with us. Generally, these agreements have multi-year terms and expire on a staggered basis between 2014 and 2018. As of December 31, 2013, approximately 84 of our employees, or 4.6% of our workforce, were represented by agreements that expire within one year. | |
SIGNIFICANT CUSTOMERS AND SUPPLIERS | |
We did not have any customers that accounted for more than 10% of our revenues or any suppliers that accounted for more than 10% of our cost of goods sold in 2013 or 2012. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended | |||
Dec. 31, 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 related to 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 other contributing employers in the plans has an effect on each of the other contributing employers, and 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 March 6, 2014, 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 December 31, 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 December 31, 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. | ||||
Lease Payments | ||||
We lease certain mobile and other equipment, land, facilities, office space and other items which, in the normal course of business, are renewed or replaced by subsequent leases. Total expense for such operating leases amounted to $11.2 million in 2013 and $13.8 million in 2012. | ||||
Future minimum rental payments with respect to our lease obligations as of December 31, 2013, are as follows: | ||||
Operating | ||||
Leases | ||||
(in millions) | ||||
Year ending December 31: | ||||
2014 | $ | 8 | ||
2015 | 6.7 | |||
2016 | 5.7 | |||
2017 | 5.4 | |||
2018 | 4.4 | |||
Thereafter | 7.3 | |||
$ | 37.5 | |||
Insurance Programs | ||||
We maintain third-party insurance coverage against certain risks. 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. The expected losses are determined 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 that the estimated losses we have recorded are reasonable, significant differences related to the items noted above could materially affect our insurance obligations and future expense. The amount accrued for self-insurance claims was $8.6 million as of December 31, 2013, compared to $9.0 million as of December 31, 2012, which is currently classified in accrued liabilities. | ||||
Performance Bonds | ||||
In the normal course of business, we and our subsidiaries are contingently liable for performance under $7.7 million in performance bonds that various contractors, states and municipalities have required as of December 31, 2013. The bonds principally relate to construction contracts, reclamation obligations and licensing and permitting. We and our subsidiaries have indemnified the underwriting insurance company against any exposure under the performance bonds. No material claims have been made against these bonds. |
EMPLOYEE_BENEFIT_PLANS_AND_MUL
EMPLOYEE BENEFIT PLANS AND MULTI-EMPLOYER PENSION PLANS | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | ' | ||||||||||||||||||
EMPLOYEE BENEFIT PLANS AND MULTI-EMPLOYER PENSION PLANS | ' | ||||||||||||||||||
EMPLOYEE BENEFIT PLANS AND MULTI-EMPLOYER PENSION PLANS | |||||||||||||||||||
Defined Contribution 401(k) Plan | |||||||||||||||||||
We maintain a defined contribution 401(k) profit sharing plan for employees meeting various employment requirements. Eligible employees may contribute amounts up to the lesser of 60% of their annual compensation or the maximum amount IRS regulations permit. During 2013, we matched 50% of employee contributions up to a maximum of 6% of their compensation. During 2012, we matched 50% of employee contributions up to a maximum of 5% of their compensation. We paid matching contributions of $1.0 million in each of 2013 and 2012. | |||||||||||||||||||
Multi-employer Pension Plans | |||||||||||||||||||
Several of our subsidiaries are parties to various collective bargaining agreements with labor unions having multi-year terms that expire on a staggered basis. Under these agreements, our applicable subsidiaries pay specified wages to covered employees, observe designated workplace rules and make payments to multi-employer pension plans and employee benefit trusts rather than administering the funds on behalf of these employees. The risks of participating in these multi-employer pension plans are different from single-employer plans. Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers. If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. If we choose to stop participating in some of these multi-employer plans, we may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability. We did not have to record a liability in fiscal 2013 or 2012 for full and partial withdrawals from any multi-employer pension plans. For additional information regarding our potential future obligations, see Note 23. | |||||||||||||||||||
The required disclosures and our participation in significant multi-employer pension plans are presented in the table below. The EIN/Pension Plan Number column provides the Employer Identification Number (“EIN”) and the three-digit plan number, if applicable. The Pension Protection Act zone status is based on information available from the plan or the plan’s public filings. Among other factors, plans in the red zone are generally less than 65 percent funded, plans in the orange or yellow zones are less than 80 percent funded, and plans in the green zone are at least 80 percent funded. The FIP/RP Status Pending/Implemented column indicates plans for which a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented. The last column lists the expiration date(s) of the collective-bargaining agreements to which the plans are subject. Our contributions did not represent more than 5% percent of total contributions to any of the significant plans shown below. | |||||||||||||||||||
Pension Fund | EIN/ PPN | Pension | FIP/RP | Contributions | Surcharge | Expiration | |||||||||||||
Protection | Status | (in Thousands) | Imposed | Date of | |||||||||||||||
Act Zone | Pending/ | Collective | |||||||||||||||||
Status | Implemented | Bargaining | |||||||||||||||||
2013 and 2012 | 2013 | 2012 | Agreement | ||||||||||||||||
Western Conference of Teamsters Pension Plan | 91-6145047/001 | Green | No | $ | 3,204 | $ | 2,514 | No | 6/30/16 | ||||||||||
Operating Engineers Pension Trust Fund | 94-60907064/001 | Orange | Yes | 837 | 534 | No | 7/1/14 | ||||||||||||
Local 282 Pension Trust Fund | 011-6245313/001 | Green | No | 650 | 584 | No | 6/30/16 | ||||||||||||
Trucking Employees of North Jersey Pension Fund | 22-6063701/001 | Red | Yes | 513 | 426 | No | 4/30/18 | ||||||||||||
Pension Fund Local 445 | 13-1864489/001 | Yellow | Yes | 193 | 165 | No | 6/30/14 | ||||||||||||
Automotive Industries Pension Plan | 94-1133245/001 | Red | Yes | 180 | 61 | No | 8/31/16 | ||||||||||||
Operating Engineers 825 Pension Fund | 22-6033380/001 | Orange | Yes | 151 | 124 | No | 5/31/2013 to 3/31/2016 | ||||||||||||
Other | Various | Various | Various | 495 | 539 | Various | 4/30/2013 to | ||||||||||||
4/30/18 | |||||||||||||||||||
$ | 6,223 | $ | 4,947 | ||||||||||||||||
Plans with collective bargaining agreements that expired during 2013 are currently under negotiation. Contributions to the Western Conference of Teamsters Pension Plan and the Operating Engineers Pension Trust Fund increased from 2012 to 2013 due primarily to the full-year impact of employees added as part of the Bode acquisition during 2012. |
QUARTERLY_SUMMARY_unaudited
QUARTERLY SUMMARY (unaudited) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||
QUARTERLY SUMMARY (unaudited) | ' | ||||||||||||||||
QUARTERLY SUMMARY (unaudited) | |||||||||||||||||
2013 | |||||||||||||||||
(in thousands, except per share data) | |||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
Revenue - continuing operations | $ | 127,741 | $ | 162,520 | $ | 173,567 | $ | 151,172 | |||||||||
Net income (loss) | $ | (14,364 | ) | $ | 6,675 | $ | (7,302 | ) | $ | (5,138 | ) | ||||||
Net income (loss) per share-basic | $ | (1.16 | ) | $ | 0.53 | $ | (0.55 | ) | $ | (0.38 | ) | ||||||
Net income (loss) per share-diluted | $ | (1.16 | ) | $ | 0.5 | $ | (0.55 | ) | $ | (0.38 | ) | ||||||
2012 | |||||||||||||||||
(in thousands, except per share data) | |||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
Revenue - continuing operations | $ | 110,915 | $ | 138,177 | $ | 147,046 | $ | 134,909 | |||||||||
Net income (loss) | $ | (10,230 | ) | $ | (308 | ) | $ | (3,211 | ) | $ | (11,990 | ) | |||||
Net income (loss) per share-basic | $ | (0.84 | ) | $ | (0.03 | ) | $ | (0.26 | ) | $ | (0.98 | ) | |||||
Net income (loss) per share-diluted | $ | (0.84 | ) | $ | (0.03 | ) | $ | (0.26 | ) | $ | (0.98 | ) |
SUBSEQUENT_EVENT
SUBSEQUENT EVENT | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Subsequent Events [Abstract] | ' | ||||
SUBSEQUENT EVENT | ' | ||||
SUBSEQUENT EVENT | |||||
On January 30, 2014, the Company's Board of Directors approved the sale of our one remaining precast concrete operation in Pennsylvania, as this business no longer fits our goal of becoming the preeminent supplier of ready-mixed concrete in the United States. The operation is available for immediate sale and any transaction is expected to be completed within one year of the balance sheet date. As such, the related assets and liabilities have been classified as held for sale effective with the first quarter of 2014. Listed below are the major classes of assets and liabilities expected to be sold as part of any transaction as of the balance sheet date (in thousands): | |||||
31-Dec-13 | |||||
Trade accounts receivable, net | $ | 2,204 | |||
Inventories | 808 | ||||
Other current assets | 2,300 | ||||
Property, plant and equipment, net | 1,724 | ||||
Total assets | $ | 7,036 | |||
Accounts payable | $ | 1,323 | |||
Accrued liabilities | 65 | ||||
Total liabilities | $ | 1,388 | |||
ORGANIZATION_AND_SUMMARY_OF_SI1
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
The consolidated financial statements consist of the accounts of U.S. Concrete, Inc. and its wholly owned subsidiaries. All significant intercompany account balances and transactions have been eliminated. | |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents | |
We record as cash equivalents all highly liquid investments having maturities of three months or less at the date of purchase. Our cash equivalents may include money market accounts, certificates of deposit and commercial paper of highly rated corporate or government issuers. We classify our cash equivalents as held-to-maturity. Cash equivalents are stated at cost plus accrued interest, which approximates market value. The maximum amount placed in any one financial institution is limited in order to reduce risk. At times, our investments may be in excess of amounts insured by the Federal Deposit Insurance Corporation ("FDIC"). We have not experienced any losses on these accounts. Cash held as collateral or escrowed for contingent liabilities is included in other current and noncurrent assets based on the expected release date of the underlying obligation. | |
Inventories | ' |
Inventories | |
Inventories consist primarily of cement and other raw materials, aggregates at our pits and quarries, precast concrete products and building materials that we hold for sale or use in the ordinary course of business. Inventories are stated at the lower of cost or fair market value using the average cost and first-in, first-out methods. We reduce the carrying value of our inventories for estimated excess and obsolete inventories equal to the difference between the cost of inventory and its estimated realizable value based upon assumptions about future product demand and market conditions. Once the new cost basis is established, the value is not increased with any changes in circumstances that would indicate an increase after the remeasurement. If actual product demand or market conditions are less favorable than those projected by management, inventory write-downs may be required that could result in a material change to our consolidated results of operations or financial position. | |
Prepaid Expenses | ' |
Prepaid Expenses | |
Prepaid expenses primarily include amounts we have paid for insurance, licenses, taxes, rent and maintenance contracts. We expense or amortize all prepaid amounts as used or over the period of benefit, as applicable. | |
Property, Plant and Equipment, Net | ' |
Property, Plant and Equipment, Net | |
We state property, plant and equipment at cost and use the straight-line method to compute depreciation of these assets other than mineral deposits over the following estimated useful lives: buildings and land improvements, from 10 to 40 years; machinery and equipment, from 10 to 30 years; mixers, trucks and other vehicles, from one to 12 years; and other, from three to 10 years. We capitalize leasehold improvements on properties held under operating leases and amortize those costs over the lesser of their estimated useful lives or the applicable lease term. We compute depletion of mineral deposits as such deposits are extracted utilizing the units-of-production method. We expense maintenance and repair costs when incurred and capitalize and depreciate expenditures for major renewals and betterments that extend the useful lives of our existing assets. When we retire or dispose of property, plant or equipment, we remove the related cost and accumulated depreciation from our accounts and reflect any resulting gain or loss in our statements of operations. | |
Impairment of Long-lived assets | |
We evaluate the recoverability of our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets is measured by comparing the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. Such evaluations for impairment are significantly impacted by estimates of future prices for our products, capital needs, economic trends in the applicable construction sector and other factors. If we consider such assets to be impaired, the impairment we recognize is measured by the amount by which the carrying amount of the assets exceeds their fair value. Assets to be disposed of by sale are reflected at the lower of their carrying amounts, or fair values, less cost to sell. We test for impairment using a multi-tiered approach that incorporates an equal weighting to a multiple of earnings and an equal weighting to discounted estimated future cash flows. | |
Intangible Assets Including Goodwill | ' |
Intangible Assets Including Goodwill | |
Identifiable intangible assets with finite lives are amortized over their estimated useful lives. They are amortized using a straight-line approach based on the estimated useful life of each asset. Goodwill represents the amount by which the total purchase price we have paid for acquisitions exceeds our estimated fair value of the net tangible and identifiable intangible assets acquired. Goodwill is not amortized, but is evaluated for impairment within the reporting unit on an annual basis. We generally test for intangible asset impairment in the fourth quarter of each year, because this period gives us the best visibility of the reporting units’ operating performances for the current year (seasonally, April through October are our highest revenue and production months), and our outlook for the upcoming year, since much of our customer base is finalizing operating and capital budgets during the fourth quarter. The impairment test we use involves estimating the fair value of our reporting units and comparing the result to the reporting unit's carrying value. We estimate fair value using an equally weighted combination of discounted cash flows and multiples of revenue and EBITDA. The discounted cash flow model includes forecasts for revenue and cash flows discounted at our weighted average cost of capital. Multiples of revenue and EBITDA are calculated using the trailing twelve months results compared to the enterprise value of the Company, which is determined based on the combination of the market value of our capital stock and total outstanding debt. If the fair value exceeds the carrying value, the second step is not performed and no impairment is recorded. If however, the fair value is below the carrying value, a second step is performed to calculate the amount of the impairment by measuring the goodwill at an implied fair value. See Note 4 for further discussion of our goodwill and purchased intangible assets. | |
Debt Issue Costs | ' |
Debt Issue Costs | |
We amortize debt issue costs related to our $125.0 million asset-based revolving credit facility (the "2013 Loan Agreement"), our 8.5% Senior Secured Notes due 2018 (the "2018 Notes"), our 9.5% Senior Secured Notes due 2015 (the "2013 Notes"), and our 9.5% Convertible Secured Notes due 2015 (the "Convertible Notes") as interest expense over the scheduled maturity period of the debt. Unamortized debt issuance costs were $7.6 million and $4.2 million as of December 31, 2013 and 2012, respectively. We include unamortized debt issue costs in other assets. See Note 9 for additional information regarding our debt, and Note 10 regarding our extinguishment of debt during 2013 and 2012. | |
Allowance for Doubtful Accounts | ' |
Allowance for Doubtful Accounts | |
We maintain an allowance for accounts receivable we believe may not be collected in full. A provision for bad debt expense recorded to selling, general and administrative expenses increases the allowance. Accounts receivable are written off when we determine the receivable will not be collected. Accounts receivable that we write off our books decrease the allowance. We determine the amount of bad debt expense we record each period and the resulting adequacy of the allowance at the end of each period by using a combination of historical loss experience, a customer-by-customer analysis of our accounts receivable balances each period and subjective assessments of our bad debt exposure. | |
Revenue and Expenses | ' |
Revenue and Expenses | |
We derive substantially all of our revenue from the production and delivery of ready-mixed concrete, aggregates, precast concrete products, and related building materials. We recognize revenue, net of sales tax, when products are delivered, selling price is fixed or determinable, persuasive evidence of an arrangement exists, and collection is reasonably assured. Amounts billed to customers for delivery costs are classified as a component of total revenues and the related delivery costs (excluding depreciation) are classified as a component of total cost of goods sold. Cost of goods sold consists primarily of product costs and operating expenses (excluding depreciation, depletion and amortization). Operating expenses consist primarily of wages, benefits, insurance and other expenses attributable to plant operations, repairs and maintenance, and delivery costs. Selling expenses consist primarily of sales commissions, salaries of sales managers, travel and entertainment expenses, and trade show expenses. General and administrative expenses consist primarily of executive and administrative compensation and benefits, office rent, utilities, communication and technology expenses, provision for doubtful accounts, and legal and professional fees. | |
Deferred Rent | ' |
Deferred Rent | |
We recognize escalating lease payments on a straight-line basis over the term of each respective lease with the difference between cash payment and rent expense recognized being recorded as deferred rent (included in accrued liabilities) in the accompanying consolidated balance sheets. | |
Insurance Programs | ' |
Insurance Programs | |
We maintain third-party insurance coverage against certain risks. Under our insurance programs, we share the risk of loss with our insurance underwriters by maintaining high deductibles subject to aggregate annual loss limitations. In connection with these automobile, general liability and workers’ compensation insurance programs, we have entered into standby letters of credit agreements totaling $11.3 million and $12.2 million at December 31, 2013 and 2012, respectively. We fund our deductibles and record an expense for losses we expect under the programs. We determine 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 claim reporting patterns, claim settlement patterns, judicial decisions, legislation and economic conditions. | |
Income Taxes | ' |
Income Taxes | |
We use the liability method of accounting for income taxes. Under this method, we record deferred income taxes based on temporary differences between the financial reporting and tax bases of assets and liabilities and use enacted tax rates and laws that we expect will be in effect when we recover those assets or settle those liabilities, as the case may be, to measure those taxes. We record a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized. | |
Fair Value of Financial Instruments | ' |
Fair Value of Financial Instruments | |
Our financial instruments consist of cash and cash equivalents, trade receivables, trade payables, long-term debt, other long-term obligations, and derivative liabilities. 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. | |
Use of Estimates | ' |
Use of Estimates | |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") requires the use of estimates and assumptions by management 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions that we consider significant in the preparation of our financial statements include those related to our allowance for doubtful accounts, goodwill, intangibles, valuation of derivatives, accruals for self-insurance, income taxes, the valuation of inventory and the valuation and useful lives of property, plant and equipment. | |
Stripping Costs | ' |
Stripping Costs | |
We include post-production stripping costs in the cost of inventory produced during the period as these costs are incurred. Post-production stripping costs represent stripping costs incurred after the first salable minerals are extracted from the mine. | |
Loss Per Share | ' |
Loss Per Share | |
Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income (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. See Note 19 for additional information regarding our earnings (loss) per share. | |
Comprehensive Income | ' |
Comprehensive Income | |
Comprehensive income represents all changes in equity of an entity during the reporting period, except those resulting from investments by and distributions to stockholders. For the years ended December 31, 2013 and December 31, 2012, no differences existed between our consolidated net income and our consolidated comprehensive income. | |
Stock-based Compensation | ' |
Stock-based Compensation | |
Stock-based employee compensation cost is measured at the grant date based on the calculated fair value of the award. We recognize expense over the employee’s requisite service period, generally the vesting period of the award, or in the case of performance-based awards, over the life of the derived service period. The related excess tax benefit received upon exercise of stock options or vesting of restricted stock, if any, is reflected in the statement of cash flows as a financing activity rather than an operating activity. See Note 18 for additional information regarding our stock-based compensation plans. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
In July 2013, the Financial Accounting Standards Board (the "FASB") issued an amendment on the financial statement presentation for an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The amendment specifies that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward with certain exceptions. The guidance is effective for annual and interim reporting periods beginning after December 15, 2013. The Company's existing policies and procedures comply with the guidance, thus there will be no material impact on the consolidated financial statements upon the guidance becoming effective. | |
In January 2013, 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 testing during the fourth quarter. |
ACQUISITIONS_AND_DISPOSITIONS_
ACQUISITIONS AND DISPOSITIONS - (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Business Combinations [Abstract] | ' | |||
Schedule of Assets Acquired and Liabilities Assumed | ' | |||
The assets acquired and liabilities assumed at the acquisition date based upon their respective fair values are summarized below (in thousands): | ||||
Bode Companies | ||||
30-Oct-12 | ||||
Accounts receivable | $ | 7,194 | ||
Inventory | 156 | |||
Property, plant and equipment | 9,284 | |||
Customer relationships | 13,500 | |||
Trade name | 1,300 | |||
Backlog | 800 | |||
Other assets | 245 | |||
Assets acquired | $ | 32,479 | ||
Accounts payable | 2,920 | |||
Accrued expenses | 1,329 | |||
Deferred tax liability | 3,385 | |||
Bode Earn-out | 7,000 | |||
Liabilities assumed | $ | 14,634 | ||
Goodwill | 8,254 | |||
Net assets acquired | $ | 26,099 | ||
Business Acquisition, Pro Forma Information | ' | |||
The following unaudited pro forma information presents the combined financial results for the year ended December 31, 2012 as if the acquisition had occurred on January 1, 2012, (in thousands, except per share information): | ||||
For the year ended December 31, | ||||
(unaudited) | ||||
2012 | ||||
Revenue from continuing operations | $ | 563,706 | ||
Net loss | $ | (23,966 | ) | |
Loss per share, basic and diluted | $ | (1.96 | ) |
DISCONTINUED_OPERATIONS_Tables
DISCONTINUED OPERATIONS - (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ||||||||
Summary of discontinued operations | ' | ||||||||
The results of discontinued operations included in the accompanying consolidated statements of operations were as follows (in thousands): | |||||||||
Year Ended December 31, 2013 | Year Ended December 31, 2012 | ||||||||
Revenue | $ | 69 | $ | 34,055 | |||||
Depreciation, depletion and amortization, or DD&A | (32 | ) | (652 | ) | |||||
Operating expenses, excluding DD&A, and other income | (1,589 | ) | (35,553 | ) | |||||
Loss from discontinued operations | (1,552 | ) | (2,150 | ) | |||||
(Loss) gain on disposal of assets | (219 | ) | 2,154 | ||||||
(Loss) income from discontinued operations, before income taxes | (1,771 | ) | 4 | ||||||
Income tax benefit | 32 | 6 | |||||||
(Loss) income from discontinued operations | $ | (1,739 | ) | $ | 10 | ||||
Listed below are the major classes of assets and liabilities expected to be sold as part of any transaction as of the balance sheet date (in thousands): | |||||||||
31-Dec-13 | |||||||||
Trade accounts receivable, net | $ | 2,204 | |||||||
Inventories | 808 | ||||||||
Other current assets | 2,300 | ||||||||
Property, plant and equipment, net | 1,724 | ||||||||
Total assets | $ | 7,036 | |||||||
Accounts payable | $ | 1,323 | |||||||
Accrued liabilities | 65 | ||||||||
Total liabilities | $ | 1,388 | |||||||
California Precast Operations [Member] | ' | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ||||||||
Summary of discontinued operations | ' | ||||||||
Below is a summary of the assets and liabilities from our California precast operations on the date of sale (in thousands): | |||||||||
20-Aug-12 | |||||||||
Cash and cash equivalents | $ | 85 | |||||||
Trade accounts receivable, net | 7,864 | ||||||||
Inventories | 7,090 | ||||||||
Property, plant and equipment, net | 6,965 | ||||||||
Other assets | 674 | ||||||||
Total assets | $ | 22,678 | |||||||
Accounts payable | $ | 2,062 | |||||||
Accrued liabilities | 596 | ||||||||
Total liabilities | $ | 2,658 | |||||||
Arizona Precast Operations [Member] | ' | ||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ||||||||
Summary of discontinued operations | ' | ||||||||
Below is a summary of the assets and liabilities from our Smith operations on the date of sale (in thousands): | |||||||||
December 17, | |||||||||
2012 | |||||||||
Cash and cash equivalents | $ | — | |||||||
Trade accounts receivable, net | 1,045 | ||||||||
Inventories | 1,642 | ||||||||
Property, plant and equipment, net | 1,365 | ||||||||
Other assets | — | ||||||||
Total assets | $ | 4,052 | |||||||
Current maturities of long-term debt | $ | 156 | |||||||
Accounts payable | 463 | ||||||||
Accrued liabilities | 98 | ||||||||
Long-term debt | 137 | ||||||||
Total liabilities | $ | 854 | |||||||
GOODWILL_AND_INTANGIBLE_ASSETS1
GOODWILL AND INTANGIBLE ASSETS, NET - (Tables) | 12 Months Ended | ||||||||||||||
Dec. 31, 2013 | |||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||
Schedule Presenting the Change in Goodwill | ' | ||||||||||||||
The change in goodwill from January 1, 2012 to December 31, 2013 is as follows (in thousands): | |||||||||||||||
2013 | 2012 | ||||||||||||||
Balance on January 1, | |||||||||||||||
Goodwill | $ | 10,717 | $ | 1,481 | |||||||||||
Acquisitions (See Note 2) | 1,138 | 9,236 | |||||||||||||
Working capital adjustments (See Note 2) | (209 | ) | — | ||||||||||||
Balance at December 31, | $ | 11,646 | $ | 10,717 | |||||||||||
Schedule of Finite-Lived Intangible Assets | ' | ||||||||||||||
Our intangible assets, which were recorded at fair value as part of the acquisition of the Bode Companies, completed on October 30, 2012, are as follows (in thousands) as of December 31, 2013 and 2012: | |||||||||||||||
31-Dec-13 | |||||||||||||||
Gross | Accumulated Amortization | Net | Weighted Average Remaining Life (in years) | ||||||||||||
Customer relationships | $ | 13,500 | $ | (1,575 | ) | $ | 11,925 | 8.83 | |||||||
Trade name | 1,300 | (152 | ) | 1,148 | 8.83 | ||||||||||
Backlog | 800 | (800 | ) | — | 0 | ||||||||||
Total intangible assets | $ | 15,600 | $ | (2,527 | ) | $ | 13,073 | 8.83 | |||||||
31-Dec-12 | |||||||||||||||
Gross | Accumulated Amortization | Net | Weighted Average Remaining Life (in years) | ||||||||||||
Customer relationships | $ | 13,500 | $ | (225 | ) | $ | 13,275 | 9.83 | |||||||
Trade name | 1,300 | (22 | ) | 1,278 | 9.83 | ||||||||||
Backlog | 800 | (320 | ) | 480 | 0.25 | ||||||||||
Total intangible assets | $ | 15,600 | $ | (567 | ) | $ | 15,033 | 9.52 | |||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | ' | ||||||||||||||
The estimated remaining amortization of our finite-lived intangible assets as of December 31, 2013, is as follows (in thousands): | |||||||||||||||
Total for year | |||||||||||||||
2014 | $ | 1,480 | |||||||||||||
2015 | 1,480 | ||||||||||||||
2016 | 1,480 | ||||||||||||||
2017 | 1,480 | ||||||||||||||
2018 | 1,480 | ||||||||||||||
Thereafter | 5,673 | ||||||||||||||
Total | $ | 13,073 | |||||||||||||
INVENTORIES_Tables
INVENTORIES - (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
INVENTORIES | ' | ||||||||
Inventory at December 31 consists of the following (in thousands): | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Raw materials | $ | 25,019 | $ | 22,082 | |||||
Building materials for resale | 1,383 | 1,645 | |||||||
Precast finished goods | 11 | — | |||||||
Other | 1,197 | 1,274 | |||||||
$ | 27,610 | $ | 25,001 | ||||||
PROPERTY_PLANT_AND_EQUIPMENT_T
PROPERTY, PLANT AND EQUIPMENT - (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property, Plant and Equipment | ' | ||||||||
A summary of property, plant and equipment is as follows (in thousands): | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Land and mineral deposits | $ | 43,964 | $ | 41,922 | |||||
Buildings and improvements | 13,955 | 12,922 | |||||||
Machinery and equipment | 74,560 | 65,448 | |||||||
Mixers, trucks and other vehicles | 48,510 | 36,100 | |||||||
Other, including construction in progress | 12,265 | 2,752 | |||||||
193,254 | 159,144 | ||||||||
Less: accumulated depreciation and depletion | (54,694 | ) | (38,273 | ) | |||||
$ | 138,560 | $ | 120,871 | ||||||
ALLOWANCE_FOR_DOUBTFUL_ACCOUNT1
ALLOWANCE FOR DOUBTFUL ACCOUNTS - (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Receivables [Abstract] | ' | ||||||||
Activity in allowance for doubtful accounts | ' | ||||||||
Activity in our allowance for doubtful accounts receivable consists of the following (in thousands): | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Balance, beginning of period | $ | 2,368 | $ | 2,537 | |||||
Provision for doubtful accounts | 849 | 1,304 | |||||||
Uncollectible receivables written off, net of recoveries | (404 | ) | (1,473 | ) | |||||
Balance, end of period | $ | 2,813 | $ | 2,368 | |||||
ACCRUED_LIABILITIES_Tables
ACCRUED LIABILITIES - (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Payables and Accruals [Abstract] | ' | ||||||||
Summary of accrued liabilities | ' | ||||||||
A summary of accrued liabilities is as follows (in thousands): | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Accrued materials | $ | 10,077 | $ | 5,745 | |||||
Accrued insurance reserves | 9,713 | 9,816 | |||||||
Accrued compensation and benefits | 8,179 | 7,381 | |||||||
Accrued property, sales and other taxes | 5,485 | 4,632 | |||||||
Bode Earn-out, current portion | 2,250 | — | |||||||
Deferred rent | 2,157 | 1,904 | |||||||
Accrued interest | 1,896 | 547 | |||||||
Other | 3,193 | 6,405 | |||||||
$ | 42,950 | $ | 36,430 | ||||||
DEBT_Tables
DEBT - (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Summary of debt | ' | ||||||||
A summary of our debt and capital leases is as follows (in thousands): | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Senior secured notes due 2018 | $ | 200,000 | $ | — | |||||
Senior secured credit facility due 2018 | — | 13,300 | |||||||
Convertible secured notes due 2015, net of discount | 117 | 46,142 | |||||||
Capital leases | 5,746 | — | |||||||
Other financing | 8,281 | 4,017 | |||||||
Total debt | 214,144 | 63,459 | |||||||
Less: current maturities | 3,990 | 1,861 | |||||||
Total long-term debt | $ | 210,154 | $ | 61,598 | |||||
Schedule of Maturities of Long-term Debt | ' | ||||||||
The principal amounts due under our debt agreements as of December 31, 2013, for the next five years are as follows (in thousands): | |||||||||
Year ending December 31, | |||||||||
2014 | $ | 3,990 | |||||||
2015 | 2,791 | ||||||||
2016 | 2,403 | ||||||||
2017 | 2,496 | ||||||||
2018 | 202,411 | ||||||||
Thereafter | 53 | ||||||||
$ | 214,144 | ||||||||
DERIVATIVES_Tables
DERIVATIVES - (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 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 | 31-Dec-13 | 31-Dec-12 | ||||||||
hedging instruments under ASC 815 | |||||||||||
Warrants | Current derivative liabilities | $ | 21,690 | $ | 4,857 | ||||||
Convertible Note embedded derivative | Current derivative liabilities | — | 17,173 | ||||||||
$ | 21,690 | $ | 22,030 | ||||||||
Effect of derivative instruments on the statement of operations | ' | ||||||||||
The following table presents the effect of derivative instruments on the accompanying consolidated statements of operations for the year ended December 31, 2013 and December 31, 2012 excluding income tax effects: | |||||||||||
Derivative Instruments not designated as | Location of (Loss) | December 31, 2013 | December 31, 2012 | ||||||||
hedging instruments under ASC 815 | Recognized | ||||||||||
Warrants | Derivative loss | $ | (16,833 | ) | $ | (4,195 | ) | ||||
Convertible Note embedded derivative | Derivative loss | (13,131 | ) | (15,530 | ) | ||||||
$ | (29,964 | ) | $ | (19,725 | ) | ||||||
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 December 31, 2013 and December 31, 2012: | |||||||||||
Number of Shares | |||||||||||
Derivative Instruments not designated as hedging instruments under ASC 815 | 31-Dec-13 | 31-Dec-12 | |||||||||
Warrants | 3,000 | 3,000 | |||||||||
Convertible Note embedded derivative | — | 5,238 | |||||||||
3,000 | 8,238 | ||||||||||
FAIR_VALUE_DISCLOSURES_Tables
FAIR VALUE DISCLOSURES - (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Schedule Of Fair Value Measurements Hierarchy | ' | ||||||||||||||||
The following table presents our fair value hierarchy for liabilities measured at fair value on a recurring basis as of December 31, 2013 and 2012 (in thousands): | |||||||||||||||||
As of December 31, 2013 | |||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | ||||||||||||||
Derivative – Warrants(1) | $ | 21,690 | $ | — | $ | — | $ | 21,690 | |||||||||
Derivative – Convertible Notes Embedded Derivative(2) | — | — | — | — | |||||||||||||
Other Obligations - Bode Earn-out(3) | 7,000 | — | — | 7,000 | |||||||||||||
$ | 28,690 | $ | — | $ | — | $ | 28,690 | ||||||||||
As of 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 Warrants (as defined herein, see Note 15). | ||||||||||||||||
-2 | Represented the compound embedded derivative included in our Convertible Notes (see Note 11). The compound embedded derivative included the value associated with the noteholders’ conversion option, as well as certain rights to receive “make-whole” amounts. The “make-whole” provision(s) provided that, upon certain contingent events, if conversion was elected on the Convertible Notes, we may have been obligated to pay such holder an amount in cash, or shares of common stock to compensate noteholders who had 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 2). 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 is as follows for December 31, 2013 and 2012 (in thousands): | |||||||||||||||||
Warrants | Convertible Notes Embedded | Bode Earn-out | |||||||||||||||
Derivative | |||||||||||||||||
Balance at January 1, 2012 | $ | 662 | $ | 1,643 | $ | — | |||||||||||
Bode Earn-out liability recorded with acquisition of the Bode Companies | — | — | 7,000 | ||||||||||||||
Total losses included in net loss | 4,195 | 15,530 | — | ||||||||||||||
Balance at December 31, 2012 | 4,857 | 17,173 | 7,000 | ||||||||||||||
Total losses included in net loss | 16,833 | 13,131 | — | ||||||||||||||
Write-off of derivative on Convertible Notes tendered for 2013 Notes (1) | — | (26,641 | ) | — | |||||||||||||
Write-off of derivative on Convertible Notes tendered for common stock or remaining at the Conversion Termination Date (2) | — | (3,663 | ) | — | |||||||||||||
Balance at December 31, 2013 | $ | 21,690 | $ | — | $ | 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 year ended December 31, 2013 gain (loss) on extinguishment of debt on the accompanying consolidated statements of operations. | ||||||||||||||||
-2 | 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 additional paid-in capital on the accompanying consolidated balance sheet for the year ended December 31, 2013. |
STOCKHOLDERS_EQUITY_Tables
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Equity [Abstract] | ' | ||||||
Schedule of Common Stock Outstanding Roll Forward | ' | ||||||
The following table presents information regarding U.S. Concrete’s common stock (in thousands): | |||||||
31-Dec-13 | 31-Dec-12 | ||||||
Shares authorized | 100,000 | 100,000 | |||||
Shares outstanding at end of period | 14,036 | 13,358 | |||||
Shares held in treasury | 414 | 118 | |||||
INCOME_TAXES_Tables
INCOME TAXES - (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Schedule of Effective Income Tax Rate Reconciliation | ' | ||||||||
A reconciliation of our effective income tax rate to the amounts calculated by applying the federal statutory corporate tax rate of 35% is as follows (in thousands): | |||||||||
Year Ended | Year Ended | ||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Tax (benefit) expense at statutory rate | $ | (6,032 | ) | $ | (10,328 | ) | |||
Add (deduct): | |||||||||
State income taxes | 1,025 | (1,552 | ) | ||||||
Nondeductible items | 970 | 2,095 | |||||||
Valuation allowance | 539 | 6,165 | |||||||
Derivatives and note discount | 8,369 | — | |||||||
Unrecognized tax benefit | (3,732 | ) | (51 | ) | |||||
Other | 16 | (89 | ) | ||||||
Income tax provision (benefit) | $ | 1,155 | $ | (3,760 | ) | ||||
Effective income tax rate | (6.7 | )% | 12.7 | % | |||||
Schedule of Components of Income Tax Expense (Benefit) | ' | ||||||||
The amounts of our consolidated federal and state income tax provision (benefit) from continuing operations are as follows (in thousands): | |||||||||
Year Ended | Year Ended | ||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Current: | |||||||||
Federal | $ | 108 | $ | — | |||||
State | 1,153 | 304 | |||||||
1,261 | 304 | ||||||||
Deferred: | |||||||||
Federal | $ | — | $ | (3,623 | ) | ||||
State | (106 | ) | (441 | ) | |||||
(106 | ) | (4,064 | ) | ||||||
Income tax provision (benefit) from continuing operations | $ | 1,155 | $ | (3,760 | ) | ||||
Schedule of Deferred Tax Assets and Liabilities | ' | ||||||||
We present the effects of those differences as deferred income tax liabilities and assets, as follows (in thousands): | |||||||||
31-Dec-13 | 31-Dec-12 | ||||||||
Deferred tax assets: | |||||||||
Derivatives | $ | 6,203 | $ | 2,176 | |||||
Goodwill and other intangibles | 8,579 | 11,822 | |||||||
Receivables | 1,094 | 1,208 | |||||||
Inventory | 3,654 | 3,275 | |||||||
Accrued insurance | 3,768 | 3,972 | |||||||
Other accrued expenses | 4,904 | 6,027 | |||||||
Capital loss carryforwards | 4,029 | 4,232 | |||||||
Net operating loss carryforwards | 22,179 | 28,683 | |||||||
Other | 366 | 291 | |||||||
Total gross deferred tax assets | 54,776 | 61,686 | |||||||
Valuation allowance | (44,380 | ) | (44,926 | ) | |||||
Net deferred tax assets | 10,396 | 16,760 | |||||||
Deferred income tax liabilities: | |||||||||
Property, plant and equipment, net | 14,258 | 17,212 | |||||||
Derivatives | 470 | — | |||||||
Total gross deferred tax liabilities | 14,728 | 17,212 | |||||||
Net deferred tax liability | $ | 4,332 | $ | 452 | |||||
The allocation of deferred taxes between current and long-term as of December 31, 2013 and 2012 is as follows (in thousands): | |||||||||
2013 | 2012 | ||||||||
Current deferred tax asset, net | $ | 708 | $ | 2,835 | |||||
Long-term deferred tax liability, net | 5,040 | 3,287 | |||||||
Net deferred tax liability | $ | 4,332 | $ | 452 | |||||
Schedule of Unrecognized Tax Benefits Roll Forward | ' | ||||||||
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): | |||||||||
Balance as of January 1, 2012 | $ | 6,556 | |||||||
Additions for tax positions related to 2012 | 145 | ||||||||
Additions for tax positions related to prior years | 508 | ||||||||
Reductions due to lapse of statute of limitations | (611 | ) | |||||||
Balance as of December 31, 2012 | $ | 6,598 | |||||||
Additions for tax positions related to current year | 311 | ||||||||
Additions for tax positions related to prior years | 393 | ||||||||
Reductions due to lapse of statute of limitations | (3,813 | ) | |||||||
Balance as of December 31, 2013 | $ | 3,489 | |||||||
STOCKBASED_COMPENSATION_Tables
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||
Restricted Stock Unit Activity | ' | ||||||||||||||||
Restricted stock unit activity for the years ending December 31, 2013 and December 31, 2012 was as follows (shares in thousands): | |||||||||||||||||
For the years ended December 31, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Number | Weighted- | Number | Weighted- | ||||||||||||||
of | Average | of | Average | ||||||||||||||
Units | Grant Date | Units | Grant Date | ||||||||||||||
Fair Value | Fair Value | ||||||||||||||||
Unvested restricted stock units outstanding at beginning of period | 37 | $ | 8.09 | 166 | $ | 8.03 | |||||||||||
Granted | 101 | 16.89 | 9 | 5 | |||||||||||||
Vested | (108 | ) | 13.2 | (117 | ) | 7.78 | |||||||||||
Forfeited | (1 | ) | 8 | (21 | ) | 7.99 | |||||||||||
Unvested restricted stock units outstanding at end of period | 29 | $ | 19.78 | 37 | $ | 8.09 | |||||||||||
Restricted Stock Award Activity | ' | ||||||||||||||||
Restricted stock award activity for the year ended December 31, 2013 and December 31, 2012 was as follows (shares in thousands): | |||||||||||||||||
For the years ended December 31, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Number | Weighted- | Number | Weighted- | ||||||||||||||
of | Average | of | Average | ||||||||||||||
Shares | Grant Date | Shares | Grant Date | ||||||||||||||
Fair Value | Fair Value | ||||||||||||||||
Unvested restricted stock awards outstanding at beginning of period | 1,070 | $ | 4.18 | 750 | $ | 4.74 | |||||||||||
Granted | 214 | 11.55 | 492 | 3.51 | |||||||||||||
Vested | (748 | ) | 4 | (112 | ) | 6 | |||||||||||
Forfeited | (49 | ) | 7.28 | (60 | ) | 3.4 | |||||||||||
Unvested restricted stock awards outstanding at end of period | 487 | $ | 7.4 | 1,070 | $ | 4.18 | |||||||||||
Stock Option Activity | ' | ||||||||||||||||
Stock option activity for the years ended December 31, 2013 and December 31, 2012 is as follows (shares in thousands): | |||||||||||||||||
For the years ended December 31, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Number | Weighted- | Number | Weighted- | ||||||||||||||
of Shares | Average | of Shares | Average | ||||||||||||||
Underlying | Exercise | Underlying | Exercise | ||||||||||||||
Options | Price | Options | Price | ||||||||||||||
Options outstanding at beginning of year | 107 | $ | 17.23 | 178 | $ | 17.23 | |||||||||||
Granted | — | — | — | — | |||||||||||||
Exercised | (17 | ) | 13.14 | — | — | ||||||||||||
Forfeited and expired | (10 | ) | 21.71 | (71 | ) | 17.23 | |||||||||||
Options outstanding at end of year | 80 | $ | 17.53 | 107 | $ | 17.23 | |||||||||||
Options exercisable at end of year | 79 | $ | 17.53 | 77 | $ | 17.23 | |||||||||||
Summary Information About Stock Options Outstanding | ' | ||||||||||||||||
The following table summarizes information about stock options outstanding as of December 31, 2013 (shares in thousands): | |||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||
Range of exercise prices | Number of Shares Outstanding | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price | Number of Shares Outstanding | Weighted Average Exercise Price | ||||||||||||
$12.00 - $12.00 | 24 | 4.75 | $ | 12 | 24 | $ | 12 | ||||||||||
$15.00 - $15.00 | 28 | 5.02 | 15 | 27 | 15 | ||||||||||||
$22.69 - $22.69 | 14 | 5.06 | 22.69 | 14 | 22.69 | ||||||||||||
$26.68 - $26.68 | 14 | 5.06 | 26.68 | 14 | 26.68 | ||||||||||||
$12.00 - $26.68 | 80 | 4.95 | $ | 17.53 | 79 | $ | 17.53 | ||||||||||
NET_LOSS_EARNINGS_PER_SHARE_Ta
NET (LOSS) EARNINGS PER SHARE - (Tables) | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Earnings Per Share [Abstract] | ' | ||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | ' | ||||||
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: | |||||||
December 31, 2013 | December 31, 2012 | ||||||
Potentially dilutive shares: | |||||||
Convertible Notes | 349 | 5,238 | |||||
Unvested restricted stock awards and restricted stock units | 516 | 1,107 | |||||
Stock options | 80 | 107 | |||||
Warrants | 3,000 | 3,000 | |||||
Total potentially dilutive shares | 3,945 | 9,452 | |||||
BUSINESS_SEGMENTS_Tables
BUSINESS SEGMENTS - (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Segment Reporting [Abstract] | ' | ||||||||
Schedule of continuing operations by reportable segment | ' | ||||||||
The following table sets forth certain financial information relating to our continuing operations by reportable segment (in thousands): | |||||||||
Year ended December 31, 2013 | Year ended December 31, 2012 | ||||||||
Revenue: | |||||||||
Ready-mixed concrete | |||||||||
Sales to external customers | $ | 545,302 | $ | 473,807 | |||||
Aggregate products | |||||||||
Sales to external customers | 21,715 | 18,261 | |||||||
Intersegment sales | 16,498 | 13,736 | |||||||
Total Reportable Segment Revenue | 583,515 | 505,804 | |||||||
Other products and eliminations | 31,485 | 25,243 | |||||||
Total revenue | $ | 615,000 | $ | 531,047 | |||||
Reportable Segment Adjusted EBITDA: | |||||||||
Ready-mixed concrete | $ | 58,583 | $ | 41,486 | |||||
Aggregate products | 7,192 | 4,142 | |||||||
Total reportable segment Adjusted EBITDA | 65,775 | 45,628 | |||||||
Reconciliation of reportable segment Adjusted EBITDA to loss from continuing operations before income taxes: | |||||||||
Total reportable segment Adjusted EBITDA | 65,775 | 45,628 | |||||||
Other products and eliminations income from operations | 2,436 | (481 | ) | ||||||
Corporate overhead, net of insurance allocations | (29,957 | ) | (29,460 | ) | |||||
Depreciation, depletion and amortization for reportable segments | (15,777 | ) | (12,549 | ) | |||||
Interest expense, net | (11,332 | ) | (11,344 | ) | |||||
Corporate gain (loss) on early extinguishment of debt | 985 | (2,630 | ) | ||||||
Corporate derivative loss | (29,964 | ) | (19,725 | ) | |||||
Corporate, other products and eliminations other income, net | 599 | 1,052 | |||||||
Loss from continuing operations before income taxes | $ | (17,235 | ) | $ | (29,509 | ) | |||
Capital Expenditures: | |||||||||
Ready-mixed concrete | $ | 12,236 | $ | 5,232 | |||||
Aggregate products | 5,773 | 1,752 | |||||||
Other | 1,979 | 1,036 | |||||||
Total capital expenditures | $ | 19,988 | $ | 8,020 | |||||
Revenue by Product: | |||||||||
Ready-mixed concrete | $ | 545,302 | $ | 473,807 | |||||
Aggregate products | 21,715 | 18,261 | |||||||
Precast concrete products | 16,845 | 13,826 | |||||||
Building materials | 14,656 | 11,363 | |||||||
Lime | 7,356 | 6,762 | |||||||
Hauling | 4,533 | 4,729 | |||||||
Other | 4,593 | 2,299 | |||||||
Total revenue | $ | 615,000 | $ | 531,047 | |||||
2013 | 2012 | ||||||||
Identifiable Assets (as of December 31): | |||||||||
Ready-mixed concrete | $ | 91,776 | $ | 75,469 | |||||
Aggregate products | 36,819 | 34,316 | |||||||
Other products and corporate | 9,964 | 11,086 | |||||||
Total Identifiable assets | $ | 138,559 | $ | 120,871 | |||||
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES - (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||
Schedule of Future Minimum Rental Payments | ' | |||
Future minimum rental payments with respect to our lease obligations as of December 31, 2013, are as follows: | ||||
Operating | ||||
Leases | ||||
(in millions) | ||||
Year ending December 31: | ||||
2014 | $ | 8 | ||
2015 | 6.7 | |||
2016 | 5.7 | |||
2017 | 5.4 | |||
2018 | 4.4 | |||
Thereafter | 7.3 | |||
$ | 37.5 | |||
EMPLOYEE_BENEFIT_PLANS_AND_MUL1
EMPLOYEE BENEFIT PLANS AND MULTI-EMPLOYER PENSION PLANS - (Tables) | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | ' | ||||||||||||||||||
Schedule of Multiemployer Plans | ' | ||||||||||||||||||
Pension Fund | EIN/ PPN | Pension | FIP/RP | Contributions | Surcharge | Expiration | |||||||||||||
Protection | Status | (in Thousands) | Imposed | Date of | |||||||||||||||
Act Zone | Pending/ | Collective | |||||||||||||||||
Status | Implemented | Bargaining | |||||||||||||||||
2013 and 2012 | 2013 | 2012 | Agreement | ||||||||||||||||
Western Conference of Teamsters Pension Plan | 91-6145047/001 | Green | No | $ | 3,204 | $ | 2,514 | No | 6/30/16 | ||||||||||
Operating Engineers Pension Trust Fund | 94-60907064/001 | Orange | Yes | 837 | 534 | No | 7/1/14 | ||||||||||||
Local 282 Pension Trust Fund | 011-6245313/001 | Green | No | 650 | 584 | No | 6/30/16 | ||||||||||||
Trucking Employees of North Jersey Pension Fund | 22-6063701/001 | Red | Yes | 513 | 426 | No | 4/30/18 | ||||||||||||
Pension Fund Local 445 | 13-1864489/001 | Yellow | Yes | 193 | 165 | No | 6/30/14 | ||||||||||||
Automotive Industries Pension Plan | 94-1133245/001 | Red | Yes | 180 | 61 | No | 8/31/16 | ||||||||||||
Operating Engineers 825 Pension Fund | 22-6033380/001 | Orange | Yes | 151 | 124 | No | 5/31/2013 to 3/31/2016 | ||||||||||||
Other | Various | Various | Various | 495 | 539 | Various | 4/30/2013 to | ||||||||||||
4/30/18 | |||||||||||||||||||
$ | 6,223 | $ | 4,947 | ||||||||||||||||
Plans with collective bargaining agreements that expired during 2013 are currently under negotiation. Contributions to the Western Conference of Teamsters Pension Plan and the Operating Engineers Pension Trust Fund increased from 2012 to 2013 due primarily to the full-year impact of employees added as part of the Bode acquisition during 2012. |
QUARTERLY_SUMMARY_unaudited_Ta
QUARTERLY SUMMARY (unaudited) (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||
Schedule of Quarterly Financial Information | ' | ||||||||||||||||
QUARTERLY SUMMARY (unaudited) | |||||||||||||||||
2013 | |||||||||||||||||
(in thousands, except per share data) | |||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
Revenue - continuing operations | $ | 127,741 | $ | 162,520 | $ | 173,567 | $ | 151,172 | |||||||||
Net income (loss) | $ | (14,364 | ) | $ | 6,675 | $ | (7,302 | ) | $ | (5,138 | ) | ||||||
Net income (loss) per share-basic | $ | (1.16 | ) | $ | 0.53 | $ | (0.55 | ) | $ | (0.38 | ) | ||||||
Net income (loss) per share-diluted | $ | (1.16 | ) | $ | 0.5 | $ | (0.55 | ) | $ | (0.38 | ) | ||||||
2012 | |||||||||||||||||
(in thousands, except per share data) | |||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
Revenue - continuing operations | $ | 110,915 | $ | 138,177 | $ | 147,046 | $ | 134,909 | |||||||||
Net income (loss) | $ | (10,230 | ) | $ | (308 | ) | $ | (3,211 | ) | $ | (11,990 | ) | |||||
Net income (loss) per share-basic | $ | (0.84 | ) | $ | (0.03 | ) | $ | (0.26 | ) | $ | (0.98 | ) | |||||
Net income (loss) per share-diluted | $ | (0.84 | ) | $ | (0.03 | ) | $ | (0.26 | ) | $ | (0.98 | ) |
SUBSEQUENT_EVENT_Tables
SUBSEQUENT EVENT (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Subsequent Events [Abstract] | ' | ||||||||
Schedule of Disposal Groups Assets Held for Sale | ' | ||||||||
The results of discontinued operations included in the accompanying consolidated statements of operations were as follows (in thousands): | |||||||||
Year Ended December 31, 2013 | Year Ended December 31, 2012 | ||||||||
Revenue | $ | 69 | $ | 34,055 | |||||
Depreciation, depletion and amortization, or DD&A | (32 | ) | (652 | ) | |||||
Operating expenses, excluding DD&A, and other income | (1,589 | ) | (35,553 | ) | |||||
Loss from discontinued operations | (1,552 | ) | (2,150 | ) | |||||
(Loss) gain on disposal of assets | (219 | ) | 2,154 | ||||||
(Loss) income from discontinued operations, before income taxes | (1,771 | ) | 4 | ||||||
Income tax benefit | 32 | 6 | |||||||
(Loss) income from discontinued operations | $ | (1,739 | ) | $ | 10 | ||||
Listed below are the major classes of assets and liabilities expected to be sold as part of any transaction as of the balance sheet date (in thousands): | |||||||||
31-Dec-13 | |||||||||
Trade accounts receivable, net | $ | 2,204 | |||||||
Inventories | 808 | ||||||||
Other current assets | 2,300 | ||||||||
Property, plant and equipment, net | 1,724 | ||||||||
Total assets | $ | 7,036 | |||||||
Accounts payable | $ | 1,323 | |||||||
Accrued liabilities | 65 | ||||||||
Total liabilities | $ | 1,388 | |||||||
ORGANIZATION_AND_SUMMARY_OF_SI2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Buildings and Land Improvements | Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Useful lives | '10 years |
Buildings and Land Improvements | Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Useful lives | '40 years |
Machinery and Equipment [Member] | Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Useful lives | '10 years |
Machinery and Equipment [Member] | Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Useful lives | '30 years |
Vehicles | Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Useful lives | '1 year |
Vehicles | Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Useful lives | '12 years |
Other | Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Useful lives | '3 years |
Other | Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Useful lives | '10 years |
ORGANIZATION_AND_SUMMARY_OF_SI3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) (USD $) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 29, 2013 | Nov. 22, 2013 | Mar. 22, 2013 | Jul. 26, 2013 | Sep. 14, 2012 | |
Convertible Secured Notes Due 2015 [Member] | Convertible Secured Notes Due 2015 [Member] | Convertible Secured Notes Due 2015 [Member] | Senior Secured Notes Due 2018 [Member] | Convertible Debt Securities [Member] | Convertible Debt Securities [Member] | Line of Credit [Member] | Senior Secured Notes [Member] | Senior Secured Notes Due 2015 [Member] | Bodin [Member] | West Texas Market - 4 Plants [Member] | |||
Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Senior secured credit facility due 2018 [Member] | Senior Secured Notes Due 2018 [Member] | Processing_Facility | Processing_Facility | ||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of plants acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | 4 |
Borrowing capacity under credit agreements | ' | ' | ' | ' | ' | ' | ' | ' | $125,000,000 | ' | ' | ' | ' |
Stated interest rate | ' | ' | ' | ' | 9.50% | ' | ' | ' | ' | 8.50% | 9.50% | ' | 4.50% |
Debt issuance cost | 7,600,000 | 4,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Letters of credit, amount available | 11,300,000 | 12,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued self-insured claims | 8,600,000 | 9,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred tax assets, valuation allowance | 44,380,000 | 44,926,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt, fair value | ' | ' | ' | ' | ' | 204,500,000 | ' | ' | ' | ' | ' | ' | ' |
Convertible notes fair value | ' | ' | ' | ' | ' | ' | 100,000 | 68,800,000 | ' | ' | ' | ' | ' |
Fair value of embedded derivative in convertible notes | ' | ' | 0 | 17,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of issued warrants | 21,700,000 | 4,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Bode Earn-out | $7,000,000 | $7,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
ACQUISITIONS_AND_DISPOSITIONS_1
ACQUISITIONS AND DISPOSITIONS - Purchase of Bodin Concrete Assets (Details) (USD $) | 12 Months Ended | 0 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Jul. 26, 2014 | Jul. 26, 2013 | |
Bodin [Member] | Bodin [Member] | |||
Processing_Facility | ||||
Significant Acquisitions and Disposals [Line Items] | ' | ' | ' | ' |
Number of plants acquired | ' | ' | ' | 3 |
Cash paid on acquisition | ' | ' | $4,400,000 | ' |
Plant and equipment acquired | ' | ' | ' | 3,300,000 |
Goodwill, Acquired During Period | $1,138,000 | $9,236,000 | ' | ' |
ACQUISITIONS_AND_DISPOSITIONS_2
ACQUISITIONS AND DISPOSITIONS - Sale of Smith Precast Operations and Other (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | |
Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 17, 2012 | Sep. 30, 2013 | |
Smith Precast [Member] | Jensen [Member] | ||||
Significant Acquisitions and Disposals [Line Items] | ' | ' | ' | ' | ' |
Sale of certain precast operations | ' | ($2,333,000) | $27,022,000 | $4,300,000 | ' |
Payments related to disposal of business units | $1,900,000 | ' | ' | ' | $500,000 |
ACQUISITIONS_AND_DISPOSITIONS_3
ACQUISITIONS AND DISPOSITIONS - Purchase of Bode Gravel and Bode Concrete Equity Interests (Details) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | |
Oct. 30, 2012 | Mar. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Portable_Processing_Facility | ||||
Processing_Facility | ||||
Mixer_Truck | ||||
Business Acquisition [Line Items] | ' | ' | ' | ' |
Working capital adjustments | ' | ' | $0 | $209,000 |
Bode Gravel and Bode Concrete LLC [Member] | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Number of plants acquired | 2 | ' | ' | ' |
Number of portable plants acquired | 1 | ' | ' | ' |
Number of mixer trucks | 41 | ' | ' | ' |
Cash paid on acquisition | 24,500,000 | ' | ' | ' |
Working capital adjustments | 1,600,000 | ' | ' | 200,000 |
Accrual for total contingent consideration | 7,000,000 | ' | ' | ' |
Term of contingent consideration | '6 years | ' | ' | ' |
Business Combination, Consideration Transferred | 33,100,000 | ' | ' | ' |
Goodwill adjustment | ' | 200,000 | ' | ' |
Amortization of Intangible Assets | ' | ' | 900,000 | ' |
Severance costs | ' | ' | 600,000 | ' |
Legal fees | ' | ' | $300,000 | ' |
ACQUISITIONS_AND_DISPOSITIONS_4
ACQUISITIONS AND DISPOSITIONS - Schedule of Assets Acquired and Liabilities Assumed (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Oct. 30, 2012 | Oct. 30, 2012 | Oct. 30, 2012 | Oct. 30, 2012 |
Bode Gravel and Bode Concrete LLC [Member] | Customer Relationships [Member] | Trade Names [Member] | Backlog [Member] | ||||
Bode Gravel and Bode Concrete LLC [Member] | Bode Gravel and Bode Concrete LLC [Member] | Bode Gravel and Bode Concrete LLC [Member] | |||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Accounts receivable | ' | ' | ' | $7,194,000 | ' | ' | ' |
Inventory | ' | ' | ' | 156,000 | ' | ' | ' |
Property, plant and equipment | ' | ' | ' | 9,284,000 | ' | ' | ' |
Acquired finite-lived intangibles | ' | ' | ' | ' | 13,500,000 | 1,300,000 | 800,000 |
Other assets | ' | ' | ' | 245,000 | ' | ' | ' |
Assets acquired | ' | ' | ' | 32,479,000 | ' | ' | ' |
Accounts payable | ' | ' | ' | 2,920,000 | ' | ' | ' |
Accrued expenses | ' | ' | ' | 1,329,000 | ' | ' | ' |
Deferred tax liability | ' | ' | ' | 3,385,000 | ' | ' | ' |
Bode Earn-out | 7,000,000 | 7,000,000 | ' | 7,000,000 | ' | ' | ' |
Liabilities assumed | ' | ' | ' | 14,634,000 | ' | ' | ' |
Goodwill | 11,646,000 | 10,717,000 | 1,481,000 | 8,254,000 | ' | ' | ' |
Net assets acquired | ' | ' | ' | $26,099,000 | ' | ' | ' |
ACQUISITIONS_AND_DISPOSITIONS_5
ACQUISITIONS AND DISPOSITIONS - Pro Forma Information (Details) (Bode Gravel and Bode Concrete LLC [Member], USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2012 |
Bode Gravel and Bode Concrete LLC [Member] | ' |
Business Acquisition [Line Items] | ' |
Revenue from continuing operations | $563,706 |
Net loss | ($23,966) |
Loss per share, basic and diluted (in dollars per share) | ($1.96) |
ACQUISITIONS_AND_DISPOSITIONS_6
ACQUISITIONS AND DISPOSITIONS - Purchase of Colorado River Concrete Assets (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 14, 2012 | Dec. 31, 2013 | |
West Texas Market - 4 Plants [Member] | West Texas Market - 4 Plants [Member] | ||||
Processing_Facility | |||||
Installments | |||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' |
Number of plants acquired | ' | ' | ' | 4 | ' |
Cash paid on acquisition | ' | ' | ' | $2,400,000 | ' |
Promissory note issued on acquisition | ' | ' | ' | 1,900,000 | ' |
Stated interest rate | ' | ' | ' | 4.50% | ' |
Number of equal installments | ' | ' | ' | 24 | ' |
Payments on note | 1,995,000 | 1,277,000 | ' | ' | 900,000 |
Number of major markets in which to expand with purchase of assets | ' | ' | ' | ' | 2 |
Plant and equipment acquired | ' | ' | ' | 3,200,000 | ' |
Inventory | ' | ' | ' | 200,000 | ' |
Goodwill | 11,646,000 | 10,717,000 | 1,481,000 | 1,000,000 | ' |
Liabilities assumed | ' | ' | ' | $0 | ' |
ACQUISITIONS_AND_DISPOSITIONS_7
ACQUISITIONS AND DISPOSITIONS - Sale of California Precast Operations (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | ||
Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 02, 2012 | Dec. 31, 2013 | |
California Precast Operations [Member] | Other Receivables [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' | ' |
Sale of certain precast operations | ' | ($2,333,000) | $27,022,000 | $21,300,000 | ' |
Payments related to disposal of business units | 1,900,000 | ' | ' | ' | ' |
Acquired receivables | ' | ' | ' | ' | $200,000 |
ACQUISITIONS_AND_DISPOSITIONS_8
ACQUISITIONS AND DISPOSITIONS - Other Acquisitions and Dispositions (Details) (USD $) | 12 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | ||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Oct. 05, 2012 | Jun. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Oct. 31, 2012 | Oct. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 30, 2010 | Jan. 31, 2012 | Aug. 31, 2010 | |
Aggregate Assets [Member] | Aggregate Assets [Member] | Aggregate Assets [Member] | Aggregate Assets [Member] | Northern California [Member] | Northern California [Member] | Land and Buildings in Northern California [Member] | West Texas Market One Plant [Member] | West Texas Market Three plants [Member] | West Texas Market Three plants [Member] | West Texas Market Three plants [Member] | West Texas Market Three plants [Member] | Redemption of Subsidiary Interest [Member] | Redemption of Subsidiary Interest [Member] | |||
Installments | Processing_Facility | |||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrual of additional purchase consideration | ' | ' | $1,400,000 | $1,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Consideration Transferred | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt, face amount | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of equal installments | ' | ' | 8 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stated interest rate | ' | ' | 2.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' |
Repayments of notes issued on acquisition | 1,995,000 | 1,277,000 | ' | ' | 500,000 | 100,000 | ' | ' | ' | ' | ' | 400,000 | 400,000 | ' | ' | ' |
Carrying value of assets held for sale | ' | ' | ' | ' | ' | ' | ' | 2,600,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from disposals of property, plant and equipment | 627,000 | 5,155,000 | ' | ' | ' | ' | ' | ' | 3,200,000 | ' | ' | ' | ' | ' | ' | ' |
Gain on sale of assets held for sale | 232,000 | 649,000 | ' | ' | ' | ' | 600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of plants acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' |
Purchase price | 19,988,000 | 8,405,000 | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' |
Cash paid on acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 | ' | ' | ' | ' | ' |
Promissory notes issued as partial consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,600,000 | ' | ' | ' | ' | 1,500,000 |
Percentage of ownership interest redeemed (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60.00% |
Payments for redemption of interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $800,000 | $600,000 |
DISCONTINUED_OPERATIONS_Textua
DISCONTINUED OPERATIONS - Textual (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Aug. 20, 2012 | Dec. 17, 2012 | |
California Precast Operations [Member] | Arizona Precast Operations [Member] | |||
Discontinued operations included in the accompanying condensed consolidated statements of operations [Abstract] | ' | ' | ' | ' |
Revenue | $69,000 | $34,055,000 | ' | ' |
Depreciation, depletion and amortization, or DD&A | -32,000 | -652,000 | ' | ' |
Operating expenses, excluding DD&A, and other income | -1,589,000 | -35,553,000 | ' | ' |
Loss from discontinued operations | -1,552,000 | -2,150,000 | ' | ' |
(Loss) gain on disposal of assets | -219,000 | 2,154,000 | ' | ' |
(Loss) income from discontinued operations, before income taxes | -1,771,000 | 4,000 | ' | ' |
Income tax benefit | 32,000 | 6,000 | ' | ' |
(Loss) income from discontinued operations | -1,739,000 | 10,000 | ' | ' |
Summary of balance sheet from disposed operations [Abstract] | ' | ' | ' | ' |
Cash and cash equivalents | ' | ' | 85,000 | 0 |
Trade accounts receivable, net | ' | ' | 7,864,000 | 1,045,000 |
Inventories | ' | ' | 7,090,000 | 1,642,000 |
Property, plant and equipment, net | ' | ' | 6,965,000 | 1,365,000 |
Other assets | ' | ' | 674,000 | 0 |
Total assets | ' | ' | 22,678,000 | 4,052,000 |
Current maturities of long-term debt | ' | ' | ' | 156,000 |
Accounts payable | ' | ' | 2,062,000 | 463,000 |
Accrued liabilities | ' | ' | 596,000 | 98,000 |
Long-term debt | ' | ' | ' | 137,000 |
Total liabilities | ' | ' | 2,658,000 | 854,000 |
Trade accounts receivable, allowances | ' | ' | 41,000 | 31,000 |
Property, plant and equipment, accumulated depreciation | ' | ' | $1,400,000 | $500,000 |
GOODWILL_AND_INTANGIBLE_ASSETS2
GOODWILL AND INTANGIBLE ASSETS, NET - Textual (Details) (USD $) | 12 Months Ended | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2012 | Oct. 31, 2010 | Oct. 31, 2012 | Oct. 30, 2012 | Jul. 26, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
Customer Relationships and Trade Names [Member] | Backlog [Member] | West Texas Operations [Member] | West Texas Operations [Member] | Bode Gravel and Bode Concrete LLC [Member] | Bode Gravel and Bode Concrete LLC [Member] | Bodin [Member] | Bode Gravel and Bode Concrete LLC [Member] | Bode Gravel and Bode Concrete LLC [Member] | Bode Gravel and Bode Concrete LLC [Member] | Bode Gravel and Bode Concrete LLC [Member] | Bode Gravel and Bode Concrete LLC [Member] | Bode Gravel and Bode Concrete LLC [Member] | Bode Gravel and Bode Concrete LLC [Member] | ||||
Processing_Facility | Processing_Facility | Processing_Facility | Processing_Facility | Processing_Facility | Customer Relationships [Member] | Customer Relationships [Member] | Backlog [Member] | Backlog [Member] | |||||||||
Portable_Processing_Facility | Mixer_Truck | ||||||||||||||||
Mixer_Truck | Portable_Processing_Facility | ||||||||||||||||
Goodwill and Intangibles [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of plants acquired | ' | ' | ' | ' | ' | 4 | 3 | ' | 2 | 3 | ' | ' | 2 | ' | ' | ' | ' |
Number of portable plants acquired | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | 1 | ' | ' | ' | ' |
Goodwill | $11,646,000 | $10,717,000 | $1,481,000 | ' | ' | $1,000,000 | $1,500,000 | $8,200,000 | ' | ' | ' | ' | $8,254,000 | ' | ' | ' | ' |
Working capital adjustments | 209,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | 1,600,000 | ' | ' | ' | ' |
Goodwill, Acquired During Period | 1,138,000 | 9,236,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of mixer trucks | ' | ' | ' | ' | ' | ' | ' | ' | 41 | ' | ' | ' | 41 | ' | ' | ' | ' |
Goodwill impairment | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Useful life | ' | ' | ' | '10 years | '5 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accumulated Amortization | $2,000,000 | $600,000 | ' | ' | ' | ' | ' | ' | ' | ' | $2,527,000 | $567,000 | ' | $1,575,000 | $225,000 | $800,000 | $320,000 |
GOODWILL_AND_INTANGIBLE_ASSETS3
GOODWILL AND INTANGIBLE ASSETS, NET - Schedule of Goodwill (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Goodwill [Roll Forward] | ' | ' |
Goodwill beginning | $10,717 | $1,481 |
Acquisitions | 1,138 | 9,236 |
Working capital adjustments | -209 | 0 |
Goodwill ending | $11,646 | $10,717 |
GOODWILL_AND_INTANGIBLE_ASSETS4
GOODWILL AND INTANGIBLE ASSETS, NET - Schedule of Intangible Assets (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Finite Lived Intangible Assets [Line Items] | ' | ' |
Accumulated Amortization | ($2,000) | ($600) |
Net | 13,073 | ' |
Bode Gravel and Bode Concrete LLC [Member] | ' | ' |
Finite Lived Intangible Assets [Line Items] | ' | ' |
Gross | 15,600 | 15,600 |
Accumulated Amortization | -2,527 | -567 |
Net | 13,073 | 15,033 |
Weighted Average Remaining Life (in years) | '8 years 9 months 29 days | '9 years 6 months 7 days |
Bode Gravel and Bode Concrete LLC [Member] | Customer Relationships [Member] | ' | ' |
Finite Lived Intangible Assets [Line Items] | ' | ' |
Gross | 13,500 | 13,500 |
Accumulated Amortization | -1,575 | -225 |
Net | 11,925 | 13,275 |
Weighted Average Remaining Life (in years) | '8 years 9 months 29 days | '9 years 9 months 29 days |
Bode Gravel and Bode Concrete LLC [Member] | Trade Names [Member] | ' | ' |
Finite Lived Intangible Assets [Line Items] | ' | ' |
Gross | 1,300 | 1,300 |
Accumulated Amortization | -152 | -22 |
Net | 1,148 | 1,278 |
Weighted Average Remaining Life (in years) | '8 years 9 months 29 days | '9 years 9 months 29 days |
Bode Gravel and Bode Concrete LLC [Member] | Backlog [Member] | ' | ' |
Finite Lived Intangible Assets [Line Items] | ' | ' |
Gross | 800 | 800 |
Accumulated Amortization | -800 | -320 |
Net | $0 | $480 |
Weighted Average Remaining Life (in years) | '0 years | '3 months |
GOODWILL_AND_INTANGIBLE_ASSETS5
GOODWILL AND INTANGIBLE ASSETS, NET - Schedule of Estimated Amortization of Finite-Lived Intangible Assets (Details) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ' |
2014 | $1,480 |
2015 | 1,480 |
2016 | 1,480 |
2017 | 1,480 |
2018 | 1,480 |
Thereafter | 5,673 |
Net | $13,073 |
INVENTORIES_Details
INVENTORIES - (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Raw materials | $25,019 | $22,082 |
Building materials for resale | 1,383 | 1,645 |
Precast finished goods | 11 | 0 |
Other | 1,197 | 1,274 |
Inventory, Net | $27,610 | $25,001 |
PROPERTY_PLANT_AND_EQUIPMENT_D
PROPERTY, PLANT AND EQUIPMENT - (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | $193,254,000 | $159,144,000 |
Less: accumulated depreciation and depletion | -54,694,000 | -38,273,000 |
Property, Plant and Equipment, Net | 138,560,000 | 120,871,000 |
Mineral Properties, Net | 12,300,000 | 13,200,000 |
Land and mineral deposits [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | 43,964,000 | 41,922,000 |
Buildings and improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | 13,955,000 | 12,922,000 |
Machinery and equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | 74,560,000 | 65,448,000 |
Mixers, trucks and other vehicles [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | 48,510,000 | 36,100,000 |
Other, including construction in progress [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | 12,265,000 | 2,752,000 |
Mixers Not in Service [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | 3,700,000 | ' |
Mixer Trucks [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Capital Leased Assets, Gross | 5,700,000 | ' |
Capital Leases, Lessee Balance Sheet, Assets by Major Class, Accumulated Depreciation | $100,000 | ' |
ALLOWANCE_FOR_DOUBTFUL_ACCOUNT2
ALLOWANCE FOR DOUBTFUL ACCOUNTS - (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ' | ' |
Balance, beginning of period | $2,368 | $2,537 |
Provision for doubtful accounts | 849 | 1,304 |
Uncollectible receivables written off, net of recoveries | -404 | -1,473 |
Balance, end of period | $2,813 | $2,368 |
ACCRUED_LIABILITIES_Details
ACCRUED LIABILITIES - (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Payables and Accruals [Abstract] | ' | ' |
Accrued materials | $10,077 | $5,745 |
Accrued insurance reserves | 9,713 | 9,816 |
Accrued compensation and benefits | 8,179 | 7,381 |
Accrued property, sales and other taxes | 5,485 | 4,632 |
Bode Earn-out, current portion | 2,250 | 0 |
Deferred rent | 2,157 | 1,904 |
Accrued interest | 1,896 | 547 |
Other | 3,193 | 6,405 |
Accrued Liabilities and Other Liabilities | $42,950 | $36,430 |
DEBT_Summary_of_Our_Debt_and_C
DEBT - Summary of Our Debt and Capital Leases (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Debt Instrument [Line Items] | ' | ' |
Capital leases | $5,746,000 | $0 |
Total debt | 214,144,000 | 63,459,000 |
Less: current maturities | 3,990,000 | 1,861,000 |
Total long-term debt | 210,154,000 | 61,598,000 |
Senior Secured Notes Due 2018 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt | 200,000,000 | 0 |
Senior secured credit facility due 2018 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt | 0 | 13,300,000 |
Convertible secured notes due 2015, net of discount [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt | 117,000 | 46,142,000 |
Other financing [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt | $8,281,000 | $4,017,000 |
DEBT_Principal_Amounts_Due_Und
DEBT - Principal Amounts Due Under Debt Agreements For the Next Five Years (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ' | ' |
2014 | $3,990 | ' |
2015 | 2,791 | ' |
2016 | 2,403 | ' |
2017 | 2,496 | ' |
2018 | 202,411 | ' |
Thereafter | 53 | ' |
Total debt | $214,144 | $63,459 |
DEBT_Senior_Secured_Notes_due_
DEBT - Senior Secured Notes due 2018 (Details) (Senior Secured Notes [Member], Senior Secured Notes Due 2018 [Member], USD $) | 0 Months Ended | |
Nov. 22, 2013 | Dec. 31, 2013 | |
Senior Secured Notes [Member] | Senior Secured Notes Due 2018 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt, face amount | ' | $200,000,000 |
Stated interest rate | 8.50% | ' |
Offering price (percentage) | 100.00% | ' |
Consolidated coverage ratio | 200.00% | ' |
DEBT_Senior_Secured_Credit_Fac
DEBT - Senior Secured Credit Facility due 2018 (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 28, 2013 | Dec. 31, 2013 | Oct. 29, 2013 | Aug. 31, 2012 | Dec. 31, 2013 | Oct. 29, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 29, 2013 | Oct. 29, 2013 | Oct. 29, 2013 | Oct. 29, 2013 | Oct. 29, 2013 | Oct. 29, 2013 | Dec. 31, 2013 | Oct. 29, 2013 | Dec. 31, 2013 |
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] | Senior secured credit facility due 2018 [Member] | Senior secured credit facility due 2018 [Member] | Senior secured credit facility due 2018 [Member] | Senior secured credit facility due 2018 [Member] | Senior secured credit facility due 2018 [Member] | Senior secured credit facility due 2018 [Member] | Senior secured credit facility due 2018 [Member] | Senior secured credit facility due 2018 [Member] | Senior secured credit facility due 2018 [Member] | Senior secured credit facility due 2018 [Member] | Senior secured credit facility due 2018 [Member] | Senior secured credit facility due 2018 [Member] | Senior secured credit facility due 2018 [Member] | |||
Discretionary Over-Advances [Member] | Federal Funds Rate Plus Percentage [Member] | London Interbank Offered Rate Plus Percentage [Member] | Base Rate [Member] | Base Rate [Member] | London Interbank Offered Rate (LIBOR) [Member] | London Interbank Offered Rate (LIBOR) [Member] | Letter of Credit [Member] | Letter of Credit [Member] | Swingline Loan [Member] | |||||||||||
Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Borrowing capacity under credit agreements | ' | ' | $102,500,000 | ' | ' | $80,000,000 | $12,500,000 | $125,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $30,000,000 | ' | $10,000,000 |
Line of Credit, Accordion Feature, Right to Increase the Line of Credit, Amount | ' | ' | ' | ' | ' | ' | ' | ' | 175,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Increase (Decrease), Net | ' | ' | 22,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding borrowings | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Letters of credit, amount available | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,300,000 | ' | ' |
Line of Credit Facility, Capacity Available for Specific Purpose Other than for Trade Purchases | 11,300,000 | 12,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit, Available borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,000,000 | ' |
Unused borrowing capacity | ' | ' | ' | 88,300,000 | ' | ' | ' | ' | ' | ' | 52,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis spread on variable rates basis loans | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | 1.00% | ' | ' | ' | ' | ' | ' | ' |
Duration in which interest rate is applicable | ' | ' | ' | ' | ' | ' | ' | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fronting fee percentage | ' | ' | ' | ' | ' | ' | ' | 0.13% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage Minimum | ' | ' | ' | ' | ' | ' | ' | 0.25% | ' | ' | ' | ' | ' | 0.25% | ' | 1.50% | ' | ' | ' | ' |
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage Maximum | ' | ' | ' | ' | ' | ' | ' | 0.38% | ' | ' | ' | ' | ' | ' | 0.75% | ' | 2.00% | ' | ' | ' |
Line of Credit Facility, Unused Capacity, Percentage of Capacity Used to Determine Fee | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' | ' | 30,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Limitation on Borrowing Base, Potential Increase Amount | ' | ' | ' | ' | $40,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 277.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
DEBT_Senior_Secured_Notes_due_1
DEBT - Senior Secured Notes due 2015 (Details) (USD $) | 12 Months Ended | 0 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Mar. 22, 2013 | Mar. 22, 2013 | Aug. 31, 2010 | |
Senior Secured Notes Due 2015 [Member] | Convertible Secured Notes Due 2015 [Member] | Convertible Secured Notes Due 2015 [Member] | |||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' |
Amount of debt to be surrendered in exchange transaction | ' | ' | $69,300,000 | ' | ' |
Proceeds from convertible debt | ' | ' | ' | ' | 55,000,000 |
Debt, face amount | ' | ' | 61,100,000 | 6,500,000 | ' |
Extinguishment of debt | ' | ' | ' | ' | 48,500,000 |
Proceeds from Interest Received | ' | ' | ' | 300,000 | ' |
Repayments of debt | $61,113,000 | $0 | ' | ' | ' |
DEBT_Convertible_Secured_Notes
DEBT - Convertible Secured Notes due 2015 (Details) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | |||
Aug. 02, 2013 | Aug. 31, 2010 | Aug. 02, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 22, 2013 | |
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' |
Amount of convertible notes tendered for shares | ' | ' | ' | $6,381,000 | $0 | ' |
Amortization of debt discount | ' | ' | ' | 11,332,000 | 11,344,000 | ' |
Convertible Secured Notes Due 2015 [Member] | ' | ' | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' |
Proceeds from convertible debt | ' | 55,000,000 | ' | ' | ' | ' |
Stated interest rate | ' | 9.50% | ' | ' | ' | ' |
Debt, face amount | ' | ' | ' | ' | ' | 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 | ' | ' | ' | ' |
Amount of convertible notes tendered for shares | ' | ' | 6,400,000 | ' | ' | ' |
Number of shares issued for conversion of notes | 600,000 | ' | ' | ' | ' | ' |
Amortization of debt discount | ' | ' | ' | 2,100,000 | 7,500,000 | ' |
Weighted average interest rate | ' | ' | ' | 0.00% | 17.38% | ' |
Embedded Derivative Financial Instruments [Member] | Convertible Secured Notes Due 2015 [Member] | ' | ' | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' |
Unamortized discount | ' | $13,600,000 | ' | $0 | $8,900,000 | ' |
DEBT_Other_Financing_Details
DEBT - Other Financing (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 19, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jul. 23, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
Other Financing [Member] | Other Financing [Member] | Diamler [Member] | Diamler [Member] | Diamler [Member] | GE Corporate Financial Services, Inc. [Member] | GE Corporate Financial Services, Inc. [Member] | Capital One [Member] | Capital One [Member] | Capital One [Member] | Capital One [Member] | Capital One [Member] | |||
Notes Payable, Other Payables [Member] | Notes Payable, Other Payables [Member] | Notes Payable, Other Payables [Member] | Capital Lease Obligations [Member] | Capital Lease Obligations [Member] | Capital Lease Obligations [Member] | Capital Lease Obligations [Member] | Capital Lease Obligations [Member] | Capital Lease Obligations [Member] | Capital Lease Obligations [Member] | |||||
Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | |||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Borrowing capacity under credit agreements | ' | ' | ' | ' | ' | ' | ' | ' | $5,000,000 | ' | ' | $5,000,000 | ' | ' |
Capital leases | 5,746,000 | 0 | ' | ' | ' | ' | ' | 800,000 | ' | 5,000,000 | 5,000,000 | ' | ' | ' |
Stated interest rate | ' | ' | ' | ' | ' | 3.02% | 3.23% | 4.80% | ' | ' | ' | ' | 4.31% | 4.54% |
Debt Instrument, Term | ' | ' | ' | ' | '5 years | ' | ' | '5 years | ' | ' | '5 years | ' | ' | ' |
Capital Lease, Buyout Option, Amount | ' | ' | ' | ' | ' | ' | ' | 1 | ' | 1 | ' | ' | ' | ' |
Capital Lease Obligations, Current | 1,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt, face amount | ' | ' | ' | ' | $6,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average interest rate | ' | ' | 3.83% | 4.22% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
EXTINGUISHMENT_OF_DEBT_Details
EXTINGUISHMENT OF DEBT - (Details) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | |||
Share data in Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 22, 2013 | Aug. 02, 2013 | Aug. 02, 2013 | Dec. 31, 2013 | Mar. 22, 2013 | Aug. 02, 2013 | Mar. 22, 2013 | Sep. 30, 2012 |
Convertible Debt [Member] | Convertible Debt [Member] | Common Stock | Senior Secured Notes Due 2013 [Member] | Convertible Debt [Member] | Convertible Debt [Member] | Senior Notes [Member] | Credit Agreement [Member] | |||
Extinguishment of Debt [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt, face amount | ' | ' | ' | ' | ' | ' | ' | ' | $61,100,000 | ' |
Write off of deferred financing costs | ' | ' | 2,400,000 | 300,000 | ' | 1,600,000 | ' | ' | ' | 2,600,000 |
Extinguishment of debt | ' | ' | ' | ' | ' | ' | 48,500,000 | 6,400,000 | ' | ' |
Conversion of convertible debt (in shares) | 608 | ' | ' | ' | 600 | ' | ' | ' | ' | ' |
Write-off of embedded derivative on extinguishment of debt | ' | ' | 26,600,000 | 3,700,000 | ' | ' | ' | ' | ' | ' |
Write-off of unamortized debt discount | ' | ' | 7,300,000 | 800,000 | ' | ' | ' | ' | ' | ' |
Gains (losses) on extinguishment of debt | 985,000 | -2,630,000 | 4,300,000 | -1,700,000 | ' | ' | ' | ' | ' | ' |
Deferred finance costs | $8,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
DERIVATIVES_Derivative_Activit
DERIVATIVES - Derivative Activity (Details) (USD $) | 12 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | ||
Derivative [Line Items] | ' | ' | ||
Derivative loss | ($29,964) | ($19,725) | ||
Warrants [Member] | ' | ' | ||
Derivative [Line Items] | ' | ' | ||
Current derivative liabilities | 21,690 | [1] | 4,857 | [1] |
Embedded Derivative Financial Instruments [Member] | ' | ' | ||
Derivative [Line Items] | ' | ' | ||
Current derivative liabilities | 0 | [2] | 17,173 | [2] |
Not Designated as Hedging Instrument [Member] | ' | ' | ||
Derivative [Line Items] | ' | ' | ||
Number of Shares | 3,000,000 | 8,238,000 | ||
Not Designated as Hedging Instrument [Member] | Warrants [Member] | ' | ' | ||
Derivative [Line Items] | ' | ' | ||
Number of Shares | 3,000,000 | 3,000,000 | ||
Not Designated as Hedging Instrument [Member] | Embedded Derivative Financial Instruments [Member] | ' | ' | ||
Derivative [Line Items] | ' | ' | ||
Number of Shares | 0 | 5,238,000 | ||
Derivative Loss [Member] | Not Designated as Hedging Instrument [Member] | ' | ' | ||
Derivative [Line Items] | ' | ' | ||
Derivative loss | -29,964 | -19,725 | ||
Derivative Loss [Member] | Not Designated as Hedging Instrument [Member] | Warrants [Member] | ' | ' | ||
Derivative [Line Items] | ' | ' | ||
Derivative loss | -16,833 | -4,195 | ||
Derivative Loss [Member] | Not Designated as Hedging Instrument [Member] | Embedded Derivative Financial Instruments [Member] | ' | ' | ||
Derivative [Line Items] | ' | ' | ||
Derivative loss | -13,131 | -15,530 | ||
Current derivative liabilities [Member] | Not Designated as Hedging Instrument [Member] | ' | ' | ||
Derivative [Line Items] | ' | ' | ||
Current derivative liabilities | 21,690 | 22,030 | ||
Current derivative liabilities [Member] | Not Designated as Hedging Instrument [Member] | Warrants [Member] | ' | ' | ||
Derivative [Line Items] | ' | ' | ||
Current derivative liabilities | 21,690 | 4,857 | ||
Current derivative liabilities [Member] | Not Designated as Hedging Instrument [Member] | Embedded Derivative Financial Instruments [Member] | ' | ' | ||
Derivative [Line Items] | ' | ' | ||
Current derivative liabilities | $0 | $17,173 | ||
[1] | Represents the Warrants (as defined herein, see Note 15). | |||
[2] | Represented the compound embedded derivative included in our Convertible Notes (see Note 11). The compound embedded derivative included the value associated with the noteholdersb conversion option, as well as certain rights to receive bmake-wholeb amounts. The bmake-wholeb provision(s) provided that, upon certain contingent events, if conversion was elected on the Convertible Notes, we may have been obligated to pay such holder an amount in cash, or shares of common stock to compensate noteholders who had converted early as a result of these contingent events, interest and time value of the conversion option foregone via the conversion. |
OTHER_LONGTERM_OBLIGATIONS_AND1
OTHER LONG-TERM OBLIGATIONS AND DEFERRED CREDITS (Details) (Long Term Incentive Plan [Member], USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Long Term Incentive Plan [Member] | ' | ' |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ' | ' |
Long term incentive plan, discount rate | 7.00% | ' |
Long term incentive plan, fair value of future payments | $7 | ' |
Deferred compensation obligation long-term liability | $4.80 | $7 |
Long term incentive plan, remaining contractual term | '6 years | ' |
FAIR_VALUE_DISCLOSURES_Fair_Va
FAIR VALUE DISCLOSURES - Fair Value (Details) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Derivative and Other Financial Instruments, Liabilities, Fair Value Disclosure | $28,690 | $29,030 | ||
Contingent Consideration [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Fair value discount rate | 7.00% | ' | ||
Bode Earn-out liability recorded with acquisition of the Bode Companies | 7,000 | 7,000 | ||
Obligations [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Fair Value | 7,000 | [1] | 7,000 | [1] |
Warrants [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Fair Value | 21,690 | [2] | 4,857 | [2] |
Embedded Derivative Financial Instruments [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Fair Value | 0 | [3] | 17,173 | [3] |
Level 1 | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Derivative and Other Financial Instruments, Liabilities, Fair Value Disclosure | 0 | 0 | ||
Level 1 | Obligations [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Fair Value | 0 | [1] | 0 | [1] |
Level 1 | Warrants [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Fair Value | 0 | [2] | 0 | [2] |
Level 1 | Embedded Derivative Financial Instruments [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Fair Value | 0 | [3] | 0 | [3] |
Level 2 | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Derivative and Other Financial Instruments, Liabilities, Fair Value Disclosure | 0 | 0 | ||
Level 2 | Obligations [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Fair Value | 0 | [1] | 0 | [1] |
Level 2 | Warrants [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Fair Value | 0 | [2] | 0 | [2] |
Level 2 | Embedded Derivative Financial Instruments [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Fair Value | 0 | [3] | 0 | [3] |
Level 3 | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Derivative and Other Financial Instruments, Liabilities, Fair Value Disclosure | 28,690 | 29,030 | ||
Level 3 | Obligations [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Fair Value | 7,000 | [1] | 7,000 | [1] |
Level 3 | Warrants [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Fair Value | 21,690 | [2] | 4,857 | [2] |
Level 3 | Embedded Derivative Financial Instruments [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Fair Value | $0 | [3] | $17,173 | [3] |
[1] | Represents the fair value of the Bode Earn-out (see Note 2). 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 Warrants (as defined herein, see Note 15). | |||
[3] | Represented the compound embedded derivative included in our Convertible Notes (see Note 11). The compound embedded derivative included the value associated with the noteholdersb conversion option, as well as certain rights to receive bmake-wholeb amounts. The bmake-wholeb provision(s) provided that, upon certain contingent events, if conversion was elected on the Convertible Notes, we may have been obligated to pay such holder an amount in cash, or shares of common stock to compensate noteholders who had 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 $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | |
Contingent Consideration [Member] | ' | ' | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' | |
Beginning Balance | $7,000 | $0 | |
Bode Earn-out liability recorded with acquisition of the Bode Companies | 7,000 | 7,000 | |
Total losses included in net loss | 0 | 0 | |
Ending Balance | 7,000 | 7,000 | |
Embedded Derivative Financial Instruments [Member] | Convertible Debt Securities [Member] | ' | ' | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' | |
Beginning Balance | 17,173 | 1,643 | |
Bode Earn-out liability recorded with acquisition of the Bode Companies | ' | 0 | |
Total losses included in net loss | 13,131 | 15,530 | |
Ending Balance | 0 | 17,173 | |
Warrants [Member] | Warrants [Member] | ' | ' | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' | |
Beginning Balance | 4,857 | 662 | |
Bode Earn-out liability recorded with acquisition of the Bode Companies | ' | 0 | |
Total losses included in net loss | 16,833 | 4,195 | |
Ending Balance | 21,690 | 4,857 | |
Date of Exchange [Member] | Contingent Consideration [Member] | ' | ' | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' | |
Debt Instrument, Write-off of Embedded Derivative on Extinguishment of Debt | 0 | [1] | ' |
Date of Exchange [Member] | Embedded Derivative Financial Instruments [Member] | Convertible Debt Securities [Member] | ' | ' | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' | |
Debt Instrument, Write-off of Embedded Derivative on Extinguishment of Debt | -26,641 | [1] | ' |
Date of Exchange [Member] | Warrants [Member] | Warrants [Member] | ' | ' | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' | |
Debt Instrument, Write-off of Embedded Derivative on Extinguishment of Debt | 0 | [1] | ' |
Date of Tender [Member] | Contingent Consideration [Member] | ' | ' | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' | |
Debt Instrument, Write-off of Embedded Derivative on Extinguishment of Debt | 0 | [2] | ' |
Date of Tender [Member] | Embedded Derivative Financial Instruments [Member] | Convertible Debt Securities [Member] | ' | ' | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' | |
Debt Instrument, Write-off of Embedded Derivative on Extinguishment of Debt | -3,663 | [2] | ' |
Date of Tender [Member] | Warrants [Member] | Warrants [Member] | ' | ' | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' | |
Debt Instrument, Write-off of Embedded Derivative on Extinguishment of Debt | $0 | [2] | ' |
[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 year ended December 31, 2013 gain (loss) on extinguishment of debt on the accompanying consolidated statements of operations. | ||
[2] | 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 additional paid-in capital on the accompanying consolidated balance sheet for the year ended December 31, 2013. |
FAIR_VALUE_DISCLOSURES_Textual
FAIR VALUE DISCLOSURES - Textual (Details) (Convertible Debt Securities [Member], USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Embedded Derivative Financial Instruments [Member] | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' |
Level 3 fair value at year end | $0 | $17,173,000 | $1,643,000 |
Convertible Notes Payable [Member] | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' |
Convertible notes fair value | 100,000 | 68,800,000 | ' |
Convertible Notes Payable [Member] | Embedded Derivative Financial Instruments [Member] | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' |
Level 3 fair value at year end | 0 | 17,200,000 | ' |
Convertible Notes Payable [Member] | Senior Secured Notes Due 2018 [Member] | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' |
Notes Payable, Fair Value Disclosure | $204,500,000 | ' | ' |
STOCKHOLDERS_EQUITY_Common_Sto
STOCKHOLDERS' EQUITY - Common Stock (Details) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Equity [Abstract] | ' | ' |
Common stock, authorized (in shares) | 100,000 | 100,000 |
Common stock, outstanding (in shares) | 14,036 | 13,358 |
Shares held in treasury (in shares) | 414 | 118 |
STOCKHOLDERS_EQUITY_Details
STOCKHOLDERS' EQUITY - (Details) (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Class of Stock [Line Items] | ' | ' |
Common stock shares authorized | 100,000 | 100,000 |
Common stock par value | $0.00 | $0.00 |
Preferred stock, authorized (in shares) | 10,000 | 10,000 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Value of treasury stock withheld | $4,913 | $329 |
Common Stock | ' | ' |
Class of Stock [Line Items] | ' | ' |
Shares withheld to satisfy tax obligations (in shares) | 296 | 58 |
Treasury Stock | ' | ' |
Class of Stock [Line Items] | ' | ' |
Value of treasury stock withheld | $4,913 | $329 |
WARRANTS_Details
WARRANTS - (Details) (USD $) | 0 Months Ended |
In Millions, except Per Share data, unless otherwise specified | Aug. 31, 2010 |
Tranch | |
Class of Warrant or Right [Line Items] | ' |
Number of tranches | 2 |
Term of warrants | '7 years |
Percentage of consideration paid in the form of securities | 90.00% |
Adjustment to exercise price | $0.05 |
Class A warrant [Member] | ' |
Class of Warrant or Right [Line Items] | ' |
Warrants outstanding (in shares) | 1.5 |
Investment warrants, exercise price | $22.69 |
Class B warrant [Member] | ' |
Class of Warrant or Right [Line Items] | ' |
Warrants outstanding (in shares) | 1.5 |
Investment warrants, exercise price | $26.68 |
CORPORATE_HEADQUARTERS_RELOCAT1
CORPORATE HEADQUARTERS RELOCATION AND LEASE EXIT COSTS - (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Restructuring Charges [Abstract] | ' | ' | ' | ' |
Severance, other employee-related, and moving relocation costs | ' | ' | $0.70 | $2.20 |
Non-cash charge to SG&A expenses for lease exit costs | ' | 0.4 | ' | ' |
Lease termination charges | 0.2 | ' | ' | ' |
Amortization of cease-use obligation | ' | ' | $0.10 | $0.10 |
INCOME_TAXES_Reconciliation_of
INCOME TAXES - Reconciliation of Effective Income Tax Rate (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | ' | ' |
Federal statutory rate | 35.00% | ' |
Tax (benefit) expense at statutory rate | ($6,032) | ($10,328) |
State income taxes | 1,025 | -1,552 |
Nondeductible items | 970 | 2,095 |
Valuation Allowance | 539 | 6,165 |
Derivatives and note discount | 8,369 | 0 |
Unrecognized tax benefit | -3,732 | -51 |
Other | 16 | -89 |
Income tax provision (benefit) | $1,155 | ($3,760) |
Effective income tax rate | -6.70% | 12.70% |
INCOME_TAXES_Consolidated_Fede
INCOME TAXES - Consolidated Federal and State Income Tax Provision (Benefit) From Continuing Operations (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | ' | ' |
Current Federal | $108 | $0 |
Current State | 1,153 | 304 |
Current Income Tax Expense (Benefit) | 1,261 | 304 |
Deferred Federal | 0 | -3,623 |
Deferred State | -106 | -441 |
Deferred Income Tax Expense (Benefit) | -106 | -4,064 |
Income tax provision (benefit) | $1,155 | ($3,760) |
INCOME_TAXES_Deferred_Income_T
INCOME TAXES - Deferred Income Tax Liabilities and Assets (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Deferred Tax Assets, Gross [Abstract] | ' | ' |
Derivatives | $6,203 | $2,176 |
Goodwill and other intangibles | 8,579 | 11,822 |
Receivables | 1,094 | 1,208 |
Inventory | 3,654 | 3,275 |
Accrued insurance | 3,768 | 3,972 |
Other accrued expenses | 4,904 | 6,027 |
Capital loss carryforwards | 4,029 | 4,232 |
Net operating loss carryforwards | 22,179 | 28,683 |
Other | 366 | 291 |
Total gross deferred tax assets | 54,776 | 61,686 |
Valuation allowance | -44,380 | -44,926 |
Net deferred tax assets | 10,396 | 16,760 |
Deferred income tax liabilities: | ' | ' |
Property, plant and equipment, net | 14,258 | 17,212 |
Derivatives | 470 | 0 |
Total gross deferred tax liabilities | 14,728 | 17,212 |
Net deferred tax liability | 4,332 | 452 |
Current deferred tax asset, net | 708 | 2,835 |
Long-term deferred tax liability, net | $5,040 | $3,287 |
INCOME_TAXES_Reconciliation_of1
INCOME TAXES - Reconciliation of the Beginning and Ending Amount of Unrecognized Tax Benefits (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | ' | ' |
Beginning Balance | $6,598 | $6,556 |
Additions for tax positions related to current year | 311 | 145 |
Additions for tax positions related to prior years | 393 | 508 |
Reductions due to lapse of statute of limitations | -3,813 | -611 |
Ending Balance | $3,489 | $6,598 |
INCOME_TAXES_Textual_Details
INCOME TAXES - Textual (Details) (USD $) | 12 Months Ended | ||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Aug. 31, 2010 | |
Internal Revenue Service (IRS) [Member] | Senior Subordinate Notes Due 2014 [Member] | ||||
Operating Loss Carryforwards [Line Items] | ' | ' | ' | ' | ' |
Deferred tax assets, valuation allowance | $44,380,000 | $44,926,000 | ' | ' | ' |
Deferred tax liability | 4,332,000 | 452,000 | ' | ' | ' |
Stated interest rate | ' | ' | ' | ' | 8.38% |
Operating loss carryforwards subject to IRC section 382 limitation | 25,800,000 | 56,000,000 | ' | ' | ' |
Deferred tax assets, operating loss carryforwards and credit carryforwards | 26,600,000 | ' | ' | ' | ' |
Excess tax benefit from equity compensation, net of taxes | 3,000,000 | ' | ' | ' | ' |
Operating loss carryforwards | ' | ' | ' | 56,000,000 | ' |
Excess tax benefit from equity compensation | 8,700,000 | ' | ' | ' | ' |
Unrecognized tax benefits | 3,489,000 | 6,598,000 | 6,556,000 | ' | ' |
Unrecognized tax benefits recognized | 1,500,000 | ' | ' | ' | ' |
Unrecognized Tax Benefits, Decrease Resulting from Current Period Tax Positions | 100,000 | ' | ' | ' | ' |
Unrecognized tax benefits, interest and penalties | 100,000 | -100,000 | ' | ' | ' |
Unrecognized tax benefits, interest and penalties accrued | $300,000 | $200,000 | ' | ' | ' |
STOCKBASED_COMPENSATION_Textua
STOCK-BASED COMPENSATION - Textual (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Jun. 28, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Aug. 31, 2010 | Aug. 31, 2010 | Dec. 31, 2013 | Jan. 23, 2013 | |
Stock Compensation Plan [Member] | Stock Compensation Plan [Member] | Restricted Stock Units (RSUs) [Member] | Restricted Stock Units (RSUs) [Member] | Restricted Stock Units (RSUs) [Member] | Restricted Stock Award [Member] | Restricted Stock Award [Member] | Restricted Stock Award [Member] | Restricted Stock Award [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | 2010 and 2013 Plans [Member] | 2010 Plan [Member] | 2010 Plan [Member] | 2010 Plan [Member] | 2013 Plan [Member] | 2013 Plan [Member] | |
Minimum [Member] | Maximum [Member] | Management and Employees [Member] | Director [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock reserved for future issuance, percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9.50% | 0.50% | ' | ' |
Common stock reserved for future issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,700,000 | ' | ' | ' | ' | 500,000 |
Common stock remaining for future issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | 1,100,000 | ' |
Period from effective date which stock are required to be allocated to employees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '30 days | ' | ' | ' | ' |
Common stock available for delivery pursuant to awards required to be allocated to employees, percentage required | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35.00% | ' | ' | ' | ' |
Shares of common stock available for delivery pursuant to awards that were to be allocated to directors, percent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' |
Participants who receives restricted stock units receives an equal amount of incentive restricted stock units, right to receive shares of common stock shares of common stock | ' | ' | ' | 0.3502 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.3502 | ' | ' | ' | ' |
Stock compensation expense | $5,400,000 | $2,500,000 | $1,200,000 | $2,700,000 | $700,000 | $2,700,000 | $1,800,000 | ' | ' | ' | $100,000 | $100,000 | ' | ' | ' | ' | ' | ' |
Total stock compensation expense not yet recognized | 3,100,000 | 3,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period in which unrecognized stock compensation expense will be realized | '0 years 11 months 12 days | ' | ' | '5 months 28 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | ' | ' | 69,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of plan that vest in relation to time | ' | ' | ' | ' | ' | 60.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of plan that vests based on performance | ' | ' | ' | ' | ' | 40.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Award vesting period | ' | ' | ' | ' | ' | ' | ' | '3 years | '4 years | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares related to plan modification | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares granted in period | ' | ' | ' | 101,000 | 9,000 | 214,000 | 492,000 | ' | ' | 245,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Options outstanding and exercisable, intrinsic value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $500,000 | $0 | ' | ' | ' | ' | ' | ' |
STOCKBASED_COMPENSATION_Restri
STOCK-BASED COMPENSATION - Restricted stock unit activity (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Restricted Stock Units (RSUs) [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' | ' |
Unvested restricted stock units outstanding at beginning of period (in shares) | 37,000 | 166,000 |
Granted (in shares) | 101,000 | 9,000 |
Vested (in shares) | -108,000 | -117,000 |
Forfeited (in shares) | -1,000 | -21,000 |
Unvested restricted stock awards outstanding at end of period (in shares) | 29,000 | 37,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ' | ' |
Unvested restricted stock units outstanding at beginning of period (in dollars per share) | $8.09 | $8.03 |
Granted (in dollars per share) | $16.89 | $5 |
Vested (in dollars per share) | $13.20 | $7.78 |
Forfeited (in dollars per share) | $8 | $7.99 |
Unvested restricted stock awards outstanding at end of period (in dollars per share) | $19.78 | $8.09 |
Restricted Stock Award [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' | ' |
Unvested restricted stock units outstanding at beginning of period (in shares) | 1,070,000 | 750,000 |
Granted (in shares) | 214,000 | 492,000 |
Vested (in shares) | -748,000 | -112,000 |
Forfeited (in shares) | -49,000 | -60,000 |
Unvested restricted stock awards outstanding at end of period (in shares) | 487,000 | 1,070,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ' | ' |
Unvested restricted stock units outstanding at beginning of period (in dollars per share) | $4.18 | $4.74 |
Granted (in dollars per share) | $11.55 | $3.51 |
Vested (in dollars per share) | $4 | $6 |
Forfeited (in dollars per share) | $7.28 | $3.40 |
Unvested restricted stock awards outstanding at end of period (in dollars per share) | $7.40 | $4.18 |
STOCKBASED_COMPENSATION_Activi
STOCK-BASED COMPENSATION - Activity (Details) (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ' | ' |
Period Start, Number of Shares Outstanding - Options Outstanding | 107 | 178 |
Number of Shares Underlying Options - Granted | 0 | 0 |
Number of Shares Underlying Options - Exercised | -17 | 0 |
Number of Shares Underlying Options - Forfeited and expired | -10 | -71 |
Period End, Number of Shares Outstanding - Options Outstanding | 80 | 107 |
Number of Shares Outstanding - Options Exercisable | 79 | 77 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ' | ' |
Period Start, Weighted Average Exercise Price - Options Outstanding | $17.23 | $17.23 |
Weighted- Average Exercise Price - Granted | $0 | $0 |
Weighted- Average Exercise Price - Exercised | $13.14 | $0 |
Weighted- Average Exercise Price - Forfeited and expired | $21.71 | $17.23 |
Period End, Weighted Average Exercise Price - Options Outstanding | $17.53 | $17.23 |
Weighted Average Exercise Price - Options Exercisable | $17.53 | $17.23 |
STOCKBASED_COMPENSATION_Stock_
STOCK-BASED COMPENSATION - Stock Options Outstanding (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
In Thousands, except Per Share data, unless otherwise specified | $12.00 - $12.00 | $15.00 - $15.00 | $22.69 - $22.69 | $26.68 - $26.68 | $12.00 - $26.68 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Shares Outstanding - Options Outstanding | 80 | 107 | 178 | 24 | 28 | 14 | 14 | 80 |
Weighted Average Remaining Contractual Life - Options Outstanding | ' | ' | ' | '4 years 9 months | '5 years 7 days | '5 years 22 days | '5 years 22 days | '4 years 11 months 12 days |
Weighted Average Exercise Price - Options Outstanding | $17.53 | $17.23 | $17.23 | $12 | $15 | $22.69 | $26.68 | $17.53 |
Number of Shares Outstanding - Options Exercisable | 79 | 77 | ' | 24 | 27 | 14 | 14 | 79 |
Weighted Average Exercise Price - Options Exercisable | $17.53 | $17.23 | ' | $12 | $15 | $22.69 | $26.68 | $17.53 |
Range of exercise prices, Minimum | ' | ' | ' | $12 | $15 | $22.69 | $26.68 | $12 |
Range of exercise prices, Maximum | ' | ' | ' | $12 | $15 | $22.69 | $26.68 | $26.68 |
NET_LOSS_EARNINGS_PER_SHARE_De
NET (LOSS) EARNINGS PER SHARE - (Details) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Potentially dilutive shares | 3,945 | 9,452 |
Convertible Debt Securities [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Potentially dilutive shares | 349 | 5,238 |
Restricted Stock Units, Restricted Stock and Stock Options [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Potentially dilutive shares | 516 | 1,107 |
Stock Options [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Potentially dilutive shares | 80 | 107 |
Warrants [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Potentially dilutive shares | 3,000 | 3,000 |
BUSINESS_SEGMENTS_Details
BUSINESS SEGMENTS - (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Reporting_Segment | ||||||||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of reportable segments | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' |
Revenue | $151,172 | $173,567 | $162,520 | $127,741 | $134,909 | $147,046 | $138,177 | $110,915 | $615,000 | $531,047 |
Reportable Segment Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 583,515 | 505,804 |
Other products and eliminations income (loss) from operations | ' | ' | ' | ' | ' | ' | ' | ' | 21,256 | 1,217 |
Depreciation, depletion and amortization for reportable segments | ' | ' | ' | ' | ' | ' | ' | ' | -18,984 | -15,676 |
Interest expense, net | ' | ' | ' | ' | ' | ' | ' | ' | -11,332 | -11,344 |
Gains (losses) on extinguishment of debt | ' | ' | ' | ' | ' | ' | ' | ' | 985 | -2,630 |
Derivative Instruments, Gain (Loss) Recognized in Income, Net | ' | ' | ' | ' | ' | ' | ' | ' | -29,964 | -19,725 |
Corporate, other products and eliminations other income, net | ' | ' | ' | ' | ' | ' | ' | ' | 1,820 | 2,973 |
Loss from continuing operations before income taxes | ' | ' | ' | ' | ' | ' | ' | ' | -17,235 | -29,509 |
Capital Expenditures: | ' | ' | ' | ' | ' | ' | ' | ' | 19,988 | 8,020 |
Identifiable Assets | 138,559 | ' | ' | ' | 120,871 | ' | ' | ' | 138,559 | 120,871 |
Ready-Mixed Concrete and Aggregate Products [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Earnings (Loss) Before Interest, Taxes, Depreciation and Amortization | ' | ' | ' | ' | ' | ' | ' | ' | 65,775 | 45,628 |
Depreciation, depletion and amortization for reportable segments | ' | ' | ' | ' | ' | ' | ' | ' | -15,777 | -12,549 |
Continuing Operations [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense, net | ' | ' | ' | ' | ' | ' | ' | ' | -11,332 | -11,344 |
Gains (losses) on extinguishment of debt | ' | ' | ' | ' | ' | ' | ' | ' | 985 | -2,630 |
Derivative Instruments, Gain (Loss) Recognized in Income, Net | ' | ' | ' | ' | ' | ' | ' | ' | -29,964 | -19,725 |
Loss from continuing operations before income taxes | ' | ' | ' | ' | ' | ' | ' | ' | -17,235 | -29,509 |
Corporate, Other Products, and Elimination [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Corporate, other products and eliminations other income, net | ' | ' | ' | ' | ' | ' | ' | ' | 599 | 1,052 |
Ready-mixed concrete [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 545,302 | 473,807 |
Earnings (Loss) Before Interest, Taxes, Depreciation and Amortization | ' | ' | ' | ' | ' | ' | ' | ' | 58,583 | 41,486 |
Capital Expenditures: | ' | ' | ' | ' | ' | ' | ' | ' | 12,236 | 5,232 |
Aggregate products [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 21,715 | 18,261 |
Intersegment Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 16,498 | 13,736 |
Earnings (Loss) Before Interest, Taxes, Depreciation and Amortization | ' | ' | ' | ' | ' | ' | ' | ' | 7,192 | 4,142 |
Capital Expenditures: | ' | ' | ' | ' | ' | ' | ' | ' | 5,773 | 1,752 |
Other products and eliminations [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 31,485 | 25,243 |
Other products and eliminations income (loss) from operations | ' | ' | ' | ' | ' | ' | ' | ' | 2,436 | -481 |
Corporate Overhead [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Corporate Overhead, Net of Insurance Allocations | ' | ' | ' | ' | ' | ' | ' | ' | -29,957 | -29,460 |
Other Products and Corporate Loss From Operations [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital Expenditures: | ' | ' | ' | ' | ' | ' | ' | ' | 1,979 | 1,036 |
Identifiable Assets | 9,964 | ' | ' | ' | 11,086 | ' | ' | ' | 9,964 | 11,086 |
Ready-mixed concrete [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 545,302 | 473,807 |
Identifiable Assets | 91,776 | ' | ' | ' | 75,469 | ' | ' | ' | 91,776 | 75,469 |
Aggregate products [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 21,715 | 18,261 |
Identifiable Assets | 36,819 | ' | ' | ' | 34,316 | ' | ' | ' | 36,819 | 34,316 |
Precast concrete products [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 16,845 | 13,826 |
Building materials [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 14,656 | 11,363 |
Lime [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 7,356 | 6,762 |
Hauling [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | 4,533 | 4,729 |
Other [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | $4,593 | $2,299 |
RISK_CONCENTRATION_Narrative_D
RISK CONCENTRATION Narrative (Details) (Unionized Employees Concentration Risk [Member]) | 12 Months Ended |
Dec. 31, 2013 | |
employee | |
Concentration Risk [Line Items] | ' |
Concentration Risk, Percentage | 32.20% |
Entity Number of Employees | 575 |
One Year Expiration [Member] | ' |
Concentration Risk [Line Items] | ' |
Concentration Risk, Percentage | 4.60% |
Entity Number of Employees | 84 |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES - (Details) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Loss Contingencies [Line Items] | ' | ' |
Operating Leases, Rent Expense | $11.20 | $13.80 |
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 | $7.70 | ' |
COMMITMENTS_AND_CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Future Minimum Rental Payments (Details) (USD $) | Dec. 31, 2013 |
In Millions, unless otherwise specified | |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ' |
2014 | $8 |
2015 | 6.7 |
2016 | 5.7 |
2017 | 5.4 |
2018 | 4.4 |
Thereafter | 7.3 |
Total | $37.50 |
EMPLOYEE_BENEFIT_PLANS_AND_MUL2
EMPLOYEE BENEFIT PLANS AND MULTI-EMPLOYER PENSION PLANS - Textual (Details) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Compensation and Retirement Disclosure [Abstract] | ' | ' |
Potential maximum contribution stated as a percentage of employee compensation | 60.00% | ' |
Employer matching contribution percentage | 50.00% | 50.00% |
Maximum matching as stated as a percentage of employee compensation | 6.00% | 5.00% |
Contributions by employer | $1 | $1 |
Contributions as a percent of total contributions | 5.00% | ' |
EMPLOYEE_BENEFIT_PLANS_AND_MUL3
EMPLOYEE BENEFIT PLANS AND MULTI-EMPLOYER PENSION PLANS - (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Multiemployer Plans [Line Items] | ' | ' |
Multiemployer Plan, Period Contributions | $6,223 | $4,947 |
Western Conference of Teamsters Pension Plan | ' | ' |
Multiemployer Plans [Line Items] | ' | ' |
Multiemployer Plan, Period Contributions | 3,204 | 2,514 |
Operating Engineers Pension Trust Fund | ' | ' |
Multiemployer Plans [Line Items] | ' | ' |
Multiemployer Plan, Period Contributions | 837 | 534 |
Local 282 Pension Trust Fund | ' | ' |
Multiemployer Plans [Line Items] | ' | ' |
Multiemployer Plan, Period Contributions | 650 | 584 |
Trucking Employees of North Jersey Pension Fund | ' | ' |
Multiemployer Plans [Line Items] | ' | ' |
Multiemployer Plan, Period Contributions | 513 | 426 |
Pension Fund Local 445 | ' | ' |
Multiemployer Plans [Line Items] | ' | ' |
Multiemployer Plan, Period Contributions | 193 | 165 |
Automotive Industries Pension Plan | ' | ' |
Multiemployer Plans [Line Items] | ' | ' |
Multiemployer Plan, Period Contributions | 180 | 61 |
Operating Engineers 825 Pension Fund | ' | ' |
Multiemployer Plans [Line Items] | ' | ' |
Multiemployer Plan, Period Contributions | 151 | 124 |
Other | ' | ' |
Multiemployer Plans [Line Items] | ' | ' |
Multiemployer Plan, Period Contributions | $495 | $539 |
QUARTERLY_SUMMARY_unaudited_De
QUARTERLY SUMMARY (unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Quarterly Financial Information Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue - continuing operations | $151,172 | $173,567 | $162,520 | $127,741 | $134,909 | $147,046 | $138,177 | $110,915 | $615,000 | $531,047 |
Net income (loss) | ($5,138) | ($7,302) | $6,675 | ($14,364) | ($11,990) | ($3,211) | ($308) | ($10,230) | ($20,129) | ($25,739) |
Net income (loss) per share-basic | ($0.38) | ($0.55) | $0.53 | ($1.16) | ($0.98) | ($0.26) | ($0.03) | ($0.84) | ' | ' |
Net income (loss) per share-diluted | ($0.38) | ($0.55) | $0.50 | ($1.16) | ($0.98) | ($0.26) | ($0.03) | ($0.84) | ' | ' |
SUBSEQUENT_EVENT_Details
SUBSEQUENT EVENT (Details) (PENNSYLVANIA, Precast Operations [Member], Subsequent Event [Member], USD $) | 0 Months Ended | |
In Thousands, unless otherwise specified | Jan. 30, 2014 | Dec. 31, 2013 |
Business | ||
PENNSYLVANIA | Precast Operations [Member] | Subsequent Event [Member] | ' | ' |
Subsequent Event [Line Items] | ' | ' |
Remaining precast concrete operation held for sale | 1 | ' |
Trade accounts receivable, net | ' | $2,204 |
Inventories | ' | 808 |
Other current assets | ' | 2,300 |
Property, plant and equipment, net | ' | 1,724 |
Total assets | ' | 7,036 |
Accounts payable | ' | 1,323 |
Accrued liabilities | ' | 65 |
Total liabilities | ' | $1,388 |