Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 06, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'US CONCRETE INC | ' |
Entity Central Index Key | '0001073429 | ' |
Current Fiscal Year End | '--12-31 | ' |
Entity Well-Known Seasoned Issuer | 'No | ' |
Entity Voluntary Filers | 'No | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 13,989,663 |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Jun-14 | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $86,873 | $112,667 |
Trade accounts receivable, net of allowances of $2,470 and $2,813 as of June 30, 2014 and December 31, 2013, respectively | 112,109 | 92,163 |
Inventories | 28,069 | 27,610 |
Deferred income taxes | 1,210 | 708 |
Prepaid expenses | 4,304 | 3,416 |
Other receivables | 3,059 | 3,205 |
Assets held for sale | 4,991 | 0 |
Other current assets | 533 | 2,457 |
Total current assets | 241,148 | 242,226 |
Property, plant and equipment, net of accumulated depreciation, depletion, and amortization of $61,996 and $54,694 as of June 30, 2014 and December 31, 2013, respectively | 148,552 | 138,560 |
Goodwill | 14,496 | 11,646 |
Intangible assets, net | 12,333 | 13,073 |
Other assets | 8,486 | 8,485 |
Total assets | 425,015 | 413,990 |
Current liabilities: | ' | ' |
Accounts payable | 42,872 | 38,518 |
Accrued liabilities | 45,657 | 42,950 |
Current maturities of long-term debt | 3,698 | 3,990 |
Liabilities held for sale | 557 | 0 |
Derivative liabilities | 24,061 | 21,690 |
Total current liabilities | 116,845 | 107,148 |
Long-term debt, net of current maturities | 209,556 | 210,154 |
Other long-term obligations and deferred credits | 6,086 | 7,921 |
Deferred income taxes | 5,755 | 5,040 |
Total liabilities | 338,242 | 330,263 |
Commitments and contingencies (Note 16) | ' | ' |
Equity: | ' | ' |
Preferred stock | 0 | 0 |
Common stock | 15 | 14 |
Additional paid-in capital | 154,591 | 152,695 |
Accumulated deficit | -56,617 | -63,325 |
Treasury stock, at cost | -11,216 | -5,657 |
Total stockholders’ equity | 86,773 | 83,727 |
Total liabilities and equity | $425,015 | $413,990 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Trade accounts receivable, allowances | $2,470 | $2,813 |
Property, plant and equipment, accumulated depreciation, depletion and amortization | $61,996 | $54,694 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Income Statement [Abstract] | ' | ' | ' | ' |
Revenue | $180,358 | $157,390 | $326,615 | $282,815 |
Cost of goods sold before depreciation, depletion and amortization | 145,324 | 128,065 | 269,849 | 236,657 |
Selling, general and administrative expenses | 14,388 | 16,188 | 28,031 | 30,533 |
Depreciation, depletion and amortization | 5,484 | 4,540 | 10,382 | 9,365 |
Loss (gain) on sale of assets | 46 | -31 | -303 | -26 |
Income from operations | 15,116 | 8,628 | 18,656 | 6,286 |
Interest expense, net | 5,055 | 2,588 | 10,065 | 5,360 |
Derivative loss | -1,748 | -1,916 | -2,371 | -20,362 |
(Loss) gain on extinguishment of debt | 0 | -6 | 0 | 4,304 |
Other income, net | 537 | 484 | 1,026 | 977 |
Income (loss) from continuing operations before income taxes | 8,850 | 4,602 | 7,246 | -14,155 |
Income tax expense (benefit) | 730 | -3,069 | 752 | -8,266 |
Income (loss) from continuing operations | 8,120 | 7,671 | 6,494 | -5,889 |
(Loss) income from discontinued operations, net of taxes | -259 | -996 | 214 | -1,800 |
Net income (loss) | $7,861 | $6,675 | $6,708 | ($7,689) |
Basic income (loss) per share: | ' | ' | ' | ' |
Income (loss) from continuing operations (usd per share) | $0.60 | $0.61 | $0.48 | ($0.47) |
(Loss) income from discontinued operations, net of taxes (usd per share) | ($0.02) | ($0.08) | $0.01 | ($0.15) |
Net income (loss) per share – basic (usd per share) | $0.58 | $0.53 | $0.49 | ($0.62) |
Diluted income (loss) per share: | ' | ' | ' | ' |
Income (loss) from continuing operations (usd per share) | $0.59 | $0.57 | $0.47 | ($0.47) |
(Loss) income from discontinued operations, net of taxes (usd per share) | ($0.02) | ($0.07) | $0.01 | ($0.15) |
Net income (loss) per share – diluted (usd per share) | $0.57 | $0.50 | $0.48 | ($0.62) |
Weighted average shares outstanding: | ' | ' | ' | ' |
Weighted average shares outstanding, Basic | 13,557 | 12,550 | 13,562 | 12,455 |
Weighted average shares outstanding, Diluted | 13,872 | 13,634 | 13,874 | 12,455 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Unaudited) (USD $) | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Treasury Stock |
In Thousands, except Share data, unless otherwise specified | |||||
Balance, Beginning period at Dec. 31, 2012 | $92,524 | $13 | $136,451 | ($43,196) | ($744) |
BALANCE, Beginning period (in shares) at Dec. 31, 2012 | ' | 13,358,000 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' |
Stock-based compensation expense (in shares) | ' | 0 | ' | ' | ' |
Stock-based compensation expense | 3,545 | ' | 3,545 | ' | ' |
Restricted stock vesting (in shares) | ' | 90,000 | ' | ' | ' |
Restricted stock vesting | 0 | ' | ' | ' | ' |
Restricted stock grants (in shares) | ' | 182,000 | ' | ' | ' |
Restricted stock grants | 1 | 1 | ' | ' | ' |
Stock options exercised (in shares) | ' | 10,000 | ' | ' | ' |
Stock options exercised | 122 | ' | 122 | ' | ' |
Conversion of convertible debt (in shares) | ' | 2,000 | ' | ' | ' |
Conversion of convertible debt | 37 | ' | 37 | ' | ' |
Other treasury shares purchases (in shares) | ' | -154,000 | ' | ' | ' |
Other treasury share purchases | -2,135 | ' | ' | ' | -2,135 |
Net income (loss) | -7,689 | ' | ' | -7,689 | ' |
Balance, Ending period at Jun. 30, 2013 | 86,405 | 14 | 140,155 | -50,885 | -2,879 |
BALANCE, Ending period (in shares) at Jun. 30, 2013 | ' | 13,488,000 | ' | ' | ' |
Balance, Beginning period at Dec. 31, 2013 | 83,727 | 14 | 152,695 | -63,325 | -5,657 |
BALANCE, Beginning period (in shares) at Dec. 31, 2013 | 14,036,000 | 14,036,000 | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' |
Stock-based compensation expense (in shares) | ' | 0 | ' | ' | ' |
Stock-based compensation expense | 1,550 | ' | 1,550 | ' | ' |
Restricted stock vesting (in shares) | ' | 15,000 | ' | ' | ' |
Restricted stock vesting | 0 | ' | ' | ' | ' |
Restricted stock grants (in shares) | ' | 142,000 | ' | ' | ' |
Restricted stock grants | 1 | 1 | ' | ' | ' |
Stock options exercised (in shares) | ' | 23,000 | ' | ' | ' |
Stock options exercised | 335 | ' | 335 | ' | ' |
Warrants exercised (in shares) | ' | 1,000 | ' | ' | ' |
Warrants exercised | 11 | ' | 11 | ' | ' |
Share repurchase program (in shares) | ' | -200,000 | ' | ' | ' |
Share repurchase program | -4,824 | ' | ' | ' | -4,824 |
Other treasury shares purchases (in shares) | ' | -32,000 | ' | ' | ' |
Other treasury share purchases | -735 | ' | ' | ' | -735 |
Net income (loss) | 6,708 | ' | ' | 6,708 | ' |
Balance, Ending period at Jun. 30, 2014 | $86,773 | $15 | $154,591 | ($56,617) | ($11,216) |
BALANCE, Ending period (in shares) at Jun. 30, 2014 | 13,985,000 | 13,985,000 | ' | ' | ' |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net income (loss) | $6,708 | ($7,689) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ' | ' |
Depreciation, depletion and amortization | 10,382 | 9,440 |
Debt issuance cost amortization | 819 | 1,389 |
Gain on extinguishment of debt | 0 | -4,304 |
Amortization of facility exit costs | 0 | -106 |
Amortization of discount on long-term incentive plan and other accrued interest | 202 | 252 |
Net loss on derivative | 2,371 | 20,362 |
Net (gain) loss on sale of assets | -943 | 204 |
Deferred income taxes | 674 | -8,644 |
Deferred rent | 0 | 516 |
Provision for doubtful accounts and customer disputes | 179 | 637 |
Stock-based compensation | 1,550 | 3,545 |
Changes in assets and liabilities, excluding effects of acquisitions: | ' | ' |
Accounts receivable | -21,075 | -18,139 |
Inventories | -844 | -367 |
Prepaid expenses and other current assets | -690 | 2,313 |
Other assets and liabilities | -297 | -1,377 |
Accounts payable and accrued liabilities | 7,268 | 11,379 |
Net cash provided by operating activities | 6,304 | 9,411 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Purchases of property, plant and equipment | -19,894 | -8,116 |
Payments for acquisitions | -4,363 | 0 |
Proceeds from disposals of property, plant and equipment | 2,487 | 173 |
Payments for disposal of business units | 0 | -1,866 |
Net cash used in investing activities | -21,770 | -9,809 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from revolver borrowings | 159 | 68,474 |
Repayments of revolver borrowings | -159 | -60,774 |
Proceeds from exercise of stock options and warrants | 346 | 122 |
Payments of other long-term obligations | -2,250 | 0 |
Payments for other financing | -2,169 | -921 |
Debt issuance costs | -696 | -1,970 |
Payments for share repurchases | -4,824 | 0 |
Other treasury share purchases | 735 | 2,135 |
Net cash (used in) provided by financing activities | -10,328 | 2,796 |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | -25,794 | 2,398 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 112,667 | 4,751 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 86,873 | 7,149 |
Supplemental Disclosure of Cash Flow Information: | ' | ' |
Cash paid for interest | 9,473 | 2,527 |
Cash paid for income taxes | 285 | 290 |
Supplemental Disclosure of Non-cash Investing and Financing Activities: | ' | ' |
Conversion of convertible debt to equity | 0 | 25 |
Capital expenditures funded by capital leases and promissory notes | $552 | $0 |
BASIS_OF_PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
BASIS OF PRESENTATION | ' |
BASIS OF PRESENTATION | |
The accompanying unaudited condensed consolidated financial statements include the accounts of U.S. Concrete, Inc. and its subsidiaries (collectively, "we," "us," "our," "U.S. Concrete," or the "Company") and have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") for reporting interim financial information. Some information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP") have been condensed or omitted pursuant to the SEC’s rules and regulations. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes in our Annual Report on Form 10-K for the year ended December 31, 2013 (the "2013 Form 10-K"). In the opinion of our management, all adjustments necessary to state fairly the information in our unaudited consolidated financial statements and to make such financial statements not misleading have been included. All adjustments are of a normal or recurring nature. Operating results for the three and six months ended June 30, 2014 are not necessarily indicative of our results expected for the year ending December 31, 2014, or for any future period. | |
The preparation of financial statements and accompanying notes in conformity with U.S. GAAP requires management to make estimates and assumptions in determining the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions that we consider critical and that involve complex judgments in the preparation of our financial statements include those related to our goodwill, accruals for self-insurance, income taxes, the valuation of long-lived assets, and the valuation of derivative instruments. |
RECENT_ACCOUNTING_PRONOUNCEMEN
RECENT ACCOUNTING PRONOUNCEMENTS AND SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2014 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | ' |
RECENT ACCOUNTING PRONOUNCEMENTS AND SIGNIFICANT ACCOUNTING POLICIES | ' |
RECENT ACCOUNTING PRONOUNCEMENTS AND SIGNIFICANT ACCOUNTING POLICIES | |
In June 2014, the Financial Accounting Standards Board (the "FASB") issued an amendment related to recognition of stock compensation expense for awards with certain performance targets. The amendment requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition and the related expense should be recognized in accordance with current accounting guidance for performance-based stock awards. The amendment provides alternative methods of initial adoption and is effective for annual and interim periods beginning after December 15, 2015. Early adoption is permitted. We do not expect the adoption of this guidance on the first day of fiscal year 2016 to have a material impact on our consolidated financial statements and results of operations. | |
In May 2014, the FASB issued an amendment related to revenue recognition. The new guidance sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed under U.S. GAAP. The underlying principle of the new amendment is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it ultimately expects to receive in exchange for the goods or services. The amendment also requires more detailed disclosures and provides additional guidance for transactions that were not addressed completely in the prior accounting guidance. The amendment provides alternative methods of initial adoption and is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. Early adoption is not permitted. We are currently evaluating the impact that this standard will have on our consolidated financial statements and results of operations. | |
In April 2014, the FASB issued an amendment on reporting discontinued operations and disclosures of disposals of components of an entity. Specifically, the amendment revises the definition of a discontinued operation, expands disclosure requirements for transactions that meet the definition of a discontinued operation and requires entities to disclose additional information about individually significant components that are disposed of or held for sale and do not qualify as discontinued operations. Additionally, entities will be required to reclassify assets and liabilities of a discontinued operation for all comparative periods presented in the statement of financial position and to separately present certain information related to the operating and investing cash flows of the discontinued operation, for all comparative periods, in the statement of cash flows. The amendment is effective for annual and interim periods beginning after December 15, 2014 and is to be adopted on a prospective basis for all disposals (except disposals classified as held for sale prior to the adoption date) or components initially classified as held for sale in periods beginning on or after the adoption date, with early adoption permitted. We do not expect the adoption of this guidance on the first day of fiscal year 2015 to have a material impact on our consolidated financial statements and results of operations. | |
In July 2013, 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. We adopted this guidance effective January 1, 2014, and there was no material impact on our consolidated financial statements or results of operations. | |
For a description of our significant accounting policies, see Note 1 of the consolidated financial statements in our 2013 Form 10-K. |
ACQUISITIONS_AND_DISPOSITIONS
ACQUISITIONS AND DISPOSITIONS | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Business Combinations [Abstract] | ' | ||||
ACQUISITIONS AND DISPOSITIONS | ' | ||||
ACQUISITIONS AND DISPOSITIONS | |||||
Purchase of West Texas Assets | |||||
On February 10, 2014, we acquired one ready-mixed concrete plant and related assets in our west Texas market from Young Ready Mix, Inc. and Rodney and Tina Young for $0.4 million in cash and two promissory notes totaling $0.8 million with a fixed annual interest rate of 0% and an effective interest rate of 3.75% per annum. The notes are payable monthly for a term of three years ending February 2017. We acquired plant and equipment valued at $1.0 million and recognized goodwill of $0.1 million. | |||||
On March 18, 2014, we acquired one ready-mixed concrete plant and related assets in our west Texas market from T&S Ventures, LLC for $2.7 million in cash. We acquired plant, equipment, and inventory valued at $0.8 million and recognized goodwill of $1.9 million. | |||||
The purchase of these assets allows us to expand our business in our existing west Texas market. We have prepared and recorded the purchase price allocations for these acquisitions on a preliminary basis, and any changes to the purchase price allocations will be made as soon as practical, but no later than one year from the respective acquisition dates. The goodwill ascribed to both west Texas acquisitions is related to the synergies we expect to achieve with expansion in the west Texas market in which we already operate. The goodwill will be deductible for tax purposes and relates to our ready-mixed concrete reportable segment. See Note 13 for additional information regarding income taxes. | |||||
The pro forma impact of these acquisitions have not been included as they are immaterial to our financial statements individually and in the aggregate. | |||||
Sale of Pennsylvania Precast Operations | |||||
On January 30, 2014, our Board of Directors (the "Board") 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. As such, the related assets and liabilities have been classified as held for sale effective with the first quarter of 2014. In April 2014, following a broker-led auction process, we signed a definitive agreement with Architectural Precast Products, Inc. for the sale of our Pennsylvania precast operation. The parties agreed to terminate the agreement prior to June 30, 2014. The broker is responding to inquiries from other interested buyers and the operation remains available for sale with a transaction closing expected during 2014. The results of operations for this unit have been included in discontinued operations for the periods presented. Listed below are the major classes of assets and liabilities expected to be sold as part of any transaction that are included in held for sale captions on the accompanying condensed consolidated balance sheet as of June 30, 2014 (in thousands): | |||||
30-Jun-14 | |||||
Assets held for sale: | |||||
Trade accounts receivable, net | $ | 950 | |||
Inventories | 435 | ||||
Other current assets | 1,882 | ||||
Property, plant and equipment, net | 1,724 | ||||
Total assets held for sale | $ | 4,991 | |||
Liabilities held for sale: | |||||
Accounts payable | $ | 488 | |||
Accrued liabilities | 69 | ||||
Total liabilities held for sale | $ | 557 | |||
Purchase of Bodin Concrete Assets | |||||
On July 26, 2013, we acquired three ready-mixed concrete plants and related assets in our north Texas market from Bodin Concrete, LP for $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 expected to and have achieved with expansion into the eastern corridor of the north Texas market in which we already operate. The goodwill is deductible for tax purposes and relates to our ready-mixed concrete reportable segment. See Note 13 for additional information regarding income taxes. | |||||
Sale of Smith Precast Operations | |||||
On December 17, 2012, we completed the sale of substantially all of our assets associated with our Smith Precast operations ("Smith") located in Phoenix, Arizona, to Jensen Enterprises, Inc. ("Jensen") for $4.3 million in cash and the assumption of certain obligations. The results of operations for this unit have been included in discontinued operations for the periods presented. | |||||
During the third quarter of 2013, pursuant to the terms of the asset purchase agreement, we made payments totaling $0.5 million to Jensen related to the reacquisition of certain uncollected receivables as well as the settlement of certain accrued liabilities. | |||||
Purchase of Bode Gravel and Bode Concrete Equity Interests | |||||
On October 30, 2012, we completed the acquisition of all of the outstanding equity interests of Bode Gravel Co. and Bode Concrete LLC (collectively, the "Bode Companies") pursuant to an equity purchase agreement dated October 17, 2012. The Bode Companies operated two fixed and one portable ready-mixed concrete plant and 41 mixer trucks in the San Francisco, California area. The purchase price for the acquisition was $24.5 million in cash, plus working capital and closing adjustments of $1.6 million, plus potential earn-out payments ("Bode Earn-out"). The earn-out payments, which are contingent upon reaching negotiated volume hurdles, have an aggregate present value of up to $7.0 million in cash payable over a six-year period, and resulted in total consideration fair value of $33.1 million. During the first quarter of 2014, we completed the first Bode Earn-out payment in the amount of $2.3 million. | |||||
Sale of California Precast Operations | |||||
On August 20, 2012, we sold substantially all of our California precast operations to Oldcastle Precast, Inc. ("Oldcastle") for $21.3 million in cash, plus net working capital adjustments. In conjunction with the sale to Oldcastle, we also entered into certain sublease and license agreements with Oldcastle for certain land and property that is leased or owned by us. The results of operations for these units have been included in discontinued operations for the periods presented. | |||||
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 June 30, 2014, $0.1 million of the re-acquired receivables are recorded in other receivables on the accompanying condensed consolidated balance sheet. | |||||
On March 28, 2014, we completed the sale of our remaining owned assets related to our California precast operations. We sold land and building for net proceeds of $1.5 million in cash and recorded a gain on the transaction of $0.6 million. The gain is included in discontinued operations in the accompanying condensed consolidated statements of operations for the six months ended June 30, 2014. |
DISCONTINUED_OPERATIONS
DISCONTINUED OPERATIONS | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||||||||||||||
DISCONTINUED OPERATIONS | ' | |||||||||||||||
DISCONTINUED OPERATIONS | ||||||||||||||||
As disclosed in Note 3 above, we completed the sale of our California and Arizona precast operations in August 2012 and December 2012, respectively. In January 2014, our Board approved the sale of our one remaining precast concrete operation in Pennsylvania. Accordingly, we have classified this operation's assets and liabilities as held for sale in the accompanying condensed consolidated balance sheet effective with the first quarter of 2014. We have presented the results of operations for these units for all periods as discontinued operations in the accompanying condensed consolidated statements of operations. | ||||||||||||||||
The results of these discontinued operations are as follows (in thousands): | ||||||||||||||||
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Revenue | $ | 1,532 | $ | 5,130 | $ | 4,883 | $ | 7,446 | ||||||||
Depreciation, depletion and amortization (“DD&A”) | — | 38 | — | 75 | ||||||||||||
Operating expenses excluding DD&A | 1,845 | 6,158 | 5,102 | 9,030 | ||||||||||||
Loss from discontinued operations | (313 | ) | (1,066 | ) | (219 | ) | (1,659 | ) | ||||||||
Gain (loss) on settlement of assets | 20 | (4 | ) | 640 | (230 | ) | ||||||||||
(Loss) income from discontinued operations, before income taxes | (293 | ) | (1,070 | ) | 421 | (1,889 | ) | |||||||||
Income tax (benefit) expense | (34 | ) | (74 | ) | 207 | (89 | ) | |||||||||
(Loss) income from discontinued operations, net of taxes | $ | (259 | ) | $ | (996 | ) | $ | 214 | $ | (1,800 | ) | |||||
INVENTORIES
INVENTORIES | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
INVENTORIES | ' | |||||||
INVENTORIES | ||||||||
Inventory consists of the following (in thousands): | ||||||||
30-Jun-14 | 31-Dec-13 | |||||||
Raw materials | $ | 25,108 | $ | 25,019 | ||||
Building materials for resale | 1,757 | 1,383 | ||||||
Other | 1,204 | 1,208 | ||||||
Total inventory | $ | 28,069 | $ | 27,610 | ||||
INTANGIBLE_ASSETS_NET
INTANGIBLE ASSETS, NET | 6 Months Ended | ||||||||||||||
Jun. 30, 2014 | |||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||
INTANGIBLE ASSETS, NET | ' | ||||||||||||||
INTANGIBLE ASSETS, NET | |||||||||||||||
Our purchased intangible assets are as follows (in thousands): | |||||||||||||||
30-Jun-14 | |||||||||||||||
Gross | Accumulated Amortization | Net | Weighted Average Remaining Life (in years) | ||||||||||||
Customer relationships | $ | 13,500 | $ | (2,250 | ) | $ | 11,250 | 8.33 | |||||||
Trade name | 1,300 | (217 | ) | 1,083 | 8.33 | ||||||||||
Total purchased intangible assets | $ | 14,800 | $ | (2,467 | ) | $ | 12,333 | 8.33 | |||||||
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 | ||||||||||
Total purchased intangible assets | $ | 14,800 | $ | (1,727 | ) | $ | 13,073 | 8.83 | |||||||
We recorded $0.4 million and $0.7 million of amortization expense on our purchased intangible assets for the three and six months ended June 30, 2014, respectively, which is included in our condensed consolidated statements of operations. We recorded $0.4 million and $1.2 million of amortization expense on our purchased intangible assets for the three and six months ended June 30, 2013, respectively, which is included in our condensed consolidated statements of operations. | |||||||||||||||
As of June 30, 2014, the estimated remaining amortization of our finite-lived intangible assets is as follows (in thousands): | |||||||||||||||
Total for Year | |||||||||||||||
2014 | 740 | ||||||||||||||
2015 | 1,480 | ||||||||||||||
2016 | 1,480 | ||||||||||||||
2017 | 1,480 | ||||||||||||||
2018 | 1,480 | ||||||||||||||
Thereafter | 5,673 | ||||||||||||||
Total | $ | 12,333 | |||||||||||||
ACCRUED_LIABILITIES
ACCRUED LIABILITIES | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
ACCRUED LIABILITIES | ' | |||||||
ACCRUED LIABILITIES | ||||||||
A summary of our accrued liabilities is as follows (in thousands): | ||||||||
30-Jun-14 | 31-Dec-13 | |||||||
Accrued materials | $ | 12,865 | $ | 10,077 | ||||
Accrued insurance reserves | 10,407 | 9,713 | ||||||
Accrued compensation and benefits | 9,049 | 8,179 | ||||||
Accrued property, sales and other taxes | 4,974 | 5,485 | ||||||
Bode Earn-out, current portion | 2,250 | 2,250 | ||||||
Deferred rent | 2,085 | 2,157 | ||||||
Accrued interest | 1,470 | 1,896 | ||||||
Other | 2,557 | 3,193 | ||||||
Total accrued liabilities | $ | 45,657 | $ | 42,950 | ||||
DEBT
DEBT | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
DEBT | ' | |||||||
DEBT | ||||||||
A summary of our debt and capital leases is as follows (in thousands): | ||||||||
30-Jun-14 | 31-Dec-13 | |||||||
Senior secured notes due 2018 | $ | 200,000 | $ | 200,000 | ||||
Senior secured credit facility due 2018 | — | — | ||||||
Convertible notes due 2015 | 117 | 117 | ||||||
Capital leases | 5,197 | 5,746 | ||||||
Other financing | 7,940 | 8,281 | ||||||
Total Debt | 213,254 | 214,144 | ||||||
Less: current maturities | 3,698 | 3,990 | ||||||
Long-term debt, net of current maturities | $ | 209,556 | $ | 210,154 | ||||
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 (the "2018 Notes") 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 (as defined below) and to redeem all $61.1 million of our outstanding 9.5% senior secured notes due 2015 (the "2013 Notes"). | ||||||||
The 2018 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, which commenced 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 pro forma 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 direct and indirect wholly owned subsidiaries. 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 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 October 29, 2013, we entered into a First Amended and Restated Loan and Security Agreement (the "2013 Loan Agreement") with certain financial institutions named therein, as lenders (the "Lenders"), and Bank of America, N.A., as agent and sole lead arranger (the "Administrative Agent"), which amended and restated our existing credit agreement and provides us with an asset-based revolving credit facility (the "Revolving Facility"). On May 15, 2014, we amended the 2013 Loan Agreement to permit us to redeem our stock in an amount up to $50.0 million, provided that no default or event of default under the terms of the 2013 Loan Agreement exists and is continuing or would result from the stock redemption. We must pay for any stock redemptions with cash on hand, and we must not have any Revolver Loans (as defined in the 2013 Loan Agreement) outstanding at the time of any stock redemption. | ||||||||
Under the terms of the 2013 Loan Agreement and in conjunction with the issuance of our 2018 Notes, the maximum credit availability under our Revolving Facility increased to $125.0 million, and 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 June 30, 2014, we had no outstanding borrowings and $11.3 million of undrawn standby letters of credit under the 2013 Loan Agreement. | ||||||||
Our actual maximum credit availability under the 2013 Loan Agreement varies from time to time and is determined by calculating a borrowing base, which is based on the value of our eligible accounts receivable, inventory and vehicles, which serve as priority collateral on the facility, minus reserves imposed by the Lenders and other adjustments, all as specified in the 2013 Loan Agreement and discussed further below. Our availability under the 2013 Loan Agreement at June 30, 2014 increased to $110.4 million from $88.3 million at December 31, 2013. The 2013 Loan Agreement also contains a provision for discretionary over-advances and involuntary protective advances by the 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-day interest period equal to the British Bankers Association LIBOR Rate, as published by Reuters at approximately 11:00 a.m. (London time) two business days prior ("LIBOR"), plus 1.0%; in each case plus 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 letters of credit, and customary charges associated with the issuance and administration of letters of credit. Among other fees, we pay 0.25% or 0.375% per annum (due monthly) on the aggregate unused revolving commitments under the Revolving Facility. 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 lessor of the Revolving Facility minus the LC Reserve, the Senior Notes Availability Reserve, and the Tax Reserve, all 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 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; repurchase stock; 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 12 calendar months, as determined in accordance with the 2013 Loan Agreement. For the trailing 12-month period ended June 30, 2014, our fixed charge coverage ratio was 1.74 to 1.0. As of June 30, 2014, the Company was 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, a change of control of the Company, 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 the 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 on a first-priority basis. | ||||||||
Convertible Notes due 2015 | ||||||||
On August 31, 2010, we issued $55.0 million aggregate principal amount of 9.5% Convertible Notes due 2015 (the "Convertible Notes"). Under the terms of the indenture governing the Convertible Notes, the Convertible Notes bore interest at a rate of 9.5% per annum and mature on August 31, 2015. Interest payments were payable quarterly in cash in arrears. Additionally, at issuance, 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. | ||||||||
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 of outstanding 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. | ||||||||
In accordance with the terms of the indenture governing the Convertible Notes, we provided a Conversion Event Notice, as defined in the indenture, 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 (as defined in the indenture), to tender their Convertible Notes for shares of common stock. Prior to August 3, 2013, remaining note holders tendered $6.4 million of Convertible Notes in exchange for 0.6 million shares of common stock. As of August 3, 2013, the remaining Convertible Notes no longer include a conversion feature and ceased to accrue interest. After giving effect to the tendered Convertible Notes, $0.1 million aggregate principal amount of Convertible Notes remain outstanding as of June 30, 2014. | ||||||||
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 zero and $0.2 million for the three months ended June 30, 2014 and 2013, respectively, and zero and $2.0 million for the six months ended June 30, 2014 and 2013, respectively. | ||||||||
Capital Leases and Other Financing | ||||||||
In connection with an acquisition we completed in October 2010, we issued a promissory note for $2.6 million of the purchase price, payable monthly for a term of five years, with a fixed annual interest rate of 5.0%. | ||||||||
In connection with an acquisition we completed in September 2012, we issued a promissory note in the amount of $1.9 million with a fixed annual interest rate of 4.5%. This note is payable monthly for a term of two years ending December 2014. | ||||||||
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. Prior to December 31, 2013, we had utilized all $5.0 million of available lease commitments from Capital One with fixed annual interest rates ranging from 4.31% to 4.54%. Payments are due monthly for a term of five years. The lease agreement includes 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 Capital Commercial, Inc. ("GE Capital") to provide up to $5.0 million in total lease commitments for mixer trucks. As of June 30, 2014, 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 June 30, 2014 and 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 a fixed annual interest rate ranging from 3.02% to 3.23%. We signed an additional promissory note with Daimler in January 2014 for the purchase of mixer trucks in the amount of $0.6 million with a fixed annual interest rate of 3.18%. The Daimler promissory notes signed in 2013 and 2014 are payable monthly for a term of five years. | ||||||||
The weighted average interest rate of our capital leases and other financing was 3.79% and 3.83% as of June 30, 2014 and December 31, 2013, respectively. We made cash principal payments associated with our capital leases and other financing totaling $1.2 million and $0.5 million during the three months ended June 30, 2014 and 2013, respectively, and $2.2 million and $0.9 million during the six months ended June 30, 2014 and 2013, respectively. |
EXTINGUISHMENT_OF_DEBT
EXTINGUISHMENT OF DEBT | 6 Months Ended |
Jun. 30, 2014 | |
Extinguishment of Debt Disclosures [Abstract] | ' |
EXTINGUISHMENT OF DEBT | ' |
EXTINGUISHMENT OF DEBT | |
In connection with the Exchange Offer, described in Note 8 above, during the first quarter of 2013, we exchanged $48.5 million of Convertible Notes for $61.1 million of 2013 Notes. As a result, we wrote-off $2.4 million of previously deferred financing costs, $26.6 million in derivative liabilities, and $7.3 million of unamortized discount. We recorded a net gain on extinguishment of debt associated with this transaction of $4.3 million on our condensed consolidated statements of operations. | |
In connection with the issuance of the 2018 Notes and the 2013 Loan Agreement, we have incurred $9.0 million of deferred financing costs. Deferred financing costs are classified as other assets on our condensed consolidated balance sheets. We amortize these deferred financing costs over the terms of the related agreements using the straight-line method, which approximates the effective interest method. |
WARRANTS
WARRANTS | 6 Months Ended |
Jun. 30, 2014 | |
Warrants and Rights Note Disclosure [Abstract] | ' |
WARRANTS | ' |
WARRANTS | |
On August 31, 2010, we issued warrants to acquire common stock (the “Warrants”) in two tranches: Class A Warrants to purchase an aggregate of approximately 1.5 million shares of common stock and Class B Warrants to purchase an aggregate of approximately 1.5 million shares of common stock. The Warrants were issued to holders of our predecessor common stock pro rata based on a holder’s stock ownership. The fair value of these Warrants have been included in derivative liabilities on the accompanying condensed consolidated balance sheets (see Note 11). |
DERIVATIVES
DERIVATIVES | 6 Months Ended | |||||||||
Jun. 30, 2014 | ||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | |||||||||
DERIVATIVES | ' | |||||||||
DERIVATIVES | ||||||||||
We are exposed to certain risks relating to our ongoing business operations. However, derivative instruments are not used to hedge these risks. We are required to account for derivative instruments as a result of the issuance of the Warrants and Convertible Notes on August 31, 2010. None of our derivative contracts manage business risk or are executed for speculative purposes. Our Convertible Notes embedded derivative was written-off as of the Conversion Termination Date as discussed in Notes 8 and 9 above, as the remaining note holders no longer have conversion rights. | ||||||||||
Our derivative instruments are summarized as follows (in thousands): | ||||||||||
Fair Value | ||||||||||
Derivative instruments not designated as | Balance Sheet Location | 30-Jun-14 | December 31, 2013 | |||||||
hedging instruments under ASC 815 | ||||||||||
Warrants | Derivative liabilities | $ | 24,061 | $ | 21,690 | |||||
The following table presents the effect of derivative instruments on our condensed consolidated statements of operations for the three and six months ended June 30, 2014 and 2013, respectively, excluding income tax effects (in thousands): | ||||||||||
Three months ended | ||||||||||
Derivative instruments not designated as hedging instruments under ASC 815 | Location of Income/(Loss) Recognized | June 30, 2014 | 30-Jun-13 | |||||||
Warrants | Derivative loss | $ | (1,748 | ) | $ | (1,518 | ) | |||
Convertible Notes embedded derivative | Derivative loss | — | (398 | ) | ||||||
$ | (1,748 | ) | $ | (1,916 | ) | |||||
Six months ended | ||||||||||
Derivative instruments not designated as hedging instruments under ASC 815 | Location of Income/(Loss) Recognized | June 30, 2014 | 30-Jun-13 | |||||||
Warrants | Derivative loss | $ | (2,371 | ) | $ | (7,231 | ) | |||
Convertible Notes embedded derivative | Derivative loss | — | (13,131 | ) | ||||||
$ | (2,371 | ) | $ | (20,362 | ) | |||||
Warrant volume positions are presented in the number of shares underlying the instruments. The table below presents our volume positions (in thousands) as of June 30, 2014 and December 31, 2013: | ||||||||||
Number of Shares | ||||||||||
Derivative instruments not designated as hedging instruments under ASC 815 | 30-Jun-14 | 31-Dec-13 | ||||||||
Warrants | 2,999 | 3,000 | ||||||||
We do not have any derivative instruments with credit features requiring the posting of collateral in the event of a credit downgrade or similar credit event. |
FAIR_VALUE_DISCLOSURES
FAIR VALUE DISCLOSURES | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
FAIR VALUE DISCLOSURES | ' | |||||||||||||||
FAIR VALUE DISCLOSURES | ||||||||||||||||
Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. Accounting guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of us. Unobservable inputs are inputs that reflect our assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: | ||||||||||||||||
Level 1—Quoted prices in active markets for identical assets or liabilities. | ||||||||||||||||
Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | ||||||||||||||||
Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | ||||||||||||||||
Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. We review the fair value hierarchy classification on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification of levels for certain assets and liabilities within the fair value hierarchy. | ||||||||||||||||
The following tables present our fair value hierarchy for liabilities measured at fair value on a recurring basis (in thousands): | ||||||||||||||||
June 30, 2014 | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Derivative – Warrants(1) | $ | 24,061 | $ | — | $ | — | $ | 24,061 | ||||||||
Other obligations – Bode Earn-out(2) | 5,344 | — | — | 5,344 | ||||||||||||
$ | 29,405 | $ | — | $ | — | $ | 29,405 | |||||||||
December 31, 2013 | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Derivative – Warrants(1) | $ | 21,690 | $ | — | $ | — | $ | 21,690 | ||||||||
Other obligations – Bode Earn-out(2) | 7,000 | — | — | 7,000 | ||||||||||||
$ | 28,690 | $ | — | $ | — | $ | 28,690 | |||||||||
-1 | Represents the fair value of the Warrants (see Note 10). | |||||||||||||||
-2 | Represents the fair value of the Bode Earn-out (see Note 3). The fair value was determined based on expected payouts that will be due to the former owners based on the achievement of certain incremental sales volume milestones, using a contractual discount rate of 7.0%. These payments are capped at a fair value of $7.0 million. | |||||||||||||||
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, we modeled inputs based upon similar observable inputs. The key inputs in determining our derivative liabilities include our stock price, stock price volatility, risk free interest rates, and interest rates for conventional debt of similarly situated companies. | ||||||||||||||||
A reconciliation of the changes in Level 3 fair value measurements from December 31, 2013 to June 30, 2014 is provided below (in thousands): | ||||||||||||||||
Warrants | Bode Earn-out | |||||||||||||||
Balance at December 31, 2013 | $ | 21,690 | 7,000 | |||||||||||||
Total losses included in earnings | 2,375 | — | ||||||||||||||
Payment on Bode Earn-out | — | (1,656 | ) | |||||||||||||
Write-off of derivative on exercised Warrants(1) | (4 | ) | — | |||||||||||||
Balance at June 30, 2014 | 24,061 | 5,344 | ||||||||||||||
-1 | Represents the pro rata portion of the derivative liability associated with exercised Warrants measured at the date of share issuance, which is included in the loss on derivative in our condensed consolidated statements of operations. | |||||||||||||||
Our other financial instruments consist of cash and cash equivalents, trade receivables, trade payables and long-term debt. We consider the carrying values of cash and cash equivalents, trade receivables and trade payables to be representative of their respective fair values because of their short-term maturities or expected settlement dates. The fair value of our 2018 Notes, estimated based on broker/dealer quoted market prices, was $217.0 million as of June 30, 2014. The carrying value of outstanding amounts under our 2013 Loan Agreement approximates fair value due to the floating interest rate. The fair value of our remaining Convertible Notes was approximately $0.1 million, and included no embedded derivative at June 30, 2014 or December 31, 2013. |
INCOME_TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' |
INCOME TAXES | ' |
INCOME TAXES | |
In accordance with U.S. GAAP, the recognized value of deferred tax assets must be reduced to the amount that is more likely than not to be realized in future periods. The ultimate realization of the benefit of deferred tax assets from deductible temporary differences or tax carryovers depends on the generation of sufficient taxable income during the periods in which those temporary differences become deductible. We considered the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on these considerations, we relied upon the reversal of certain deferred tax liabilities to realize a portion of our deferred tax assets and established valuation allowances as of June 30, 2014 and December 31, 2013 for other deferred tax assets because of uncertainty regarding their ultimate realization. Our total net deferred tax liability was approximately $4.5 million as of June 30, 2014 and $4.3 million as of December 31, 2013. We made income tax payments of approximately $0.3 million during each of the three and six months ended June 30, 2014. We made income tax payments of approximately $0.3 million during each of the three and six months ended June 30, 2013. | |
In accordance with U.S. GAAP, intra-period tax allocation provisions require allocation of a tax expense to continuing operations due to current income (loss) from discontinued operations. We recorded tax expense of $0.7 million and $0.8 million in income from continuing operations for the three and six months ended June 30, 2014, respectively, and a tax benefit of $3.1 million and $8.3 million in income from continuing operations for the three and six months ended June 30, 2013, respectively. We recorded a tax benefit of less than $0.1 million and tax expense of $0.2 million in discontinued operations for the three and six months ended June 30, 2014, respectively. We recorded a tax benefit of $0.1 million in discontinued operations for each of the three and six months ended June 30, 2013. The income tax amounts for continuing operations referred to above reflect the offsetting intra-period allocations. The intra-period tax allocation between the results from continuing operations and discontinued operations in the three and six months ended June 30, 2014 and 2013 was $0. | |
We underwent a change in ownership for purposes of Section 382 of the Internal Revenue Code of 1986, as amended, as a result of the consummation of our plan of reorganization on August 31, 2010. As a result, the amount of our pre-change net operating losses (“NOLs”) and other tax attributes that are available to offset future taxable income are subject to an annual limitation. The annual limitation is based on the value of the corporation as of the effective date of the plan of reorganization. The ownership change and the resulting annual limitation on the use of NOLs are not expected to result in the expiration of our NOL carryforwards if we are able to generate sufficient future taxable income within the carryforward periods. However, the limitation on the amount of NOLs available to offset taxable income in a specific year may result in the payment of income taxes before all NOLs have been utilized. Additionally, a subsequent ownership change may result in further limitation on our ability to utilize existing NOLs and other tax attributes. |
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended | |||||
Jun. 30, 2014 | ||||||
Stockholders' Equity Note [Abstract] | ' | |||||
STOCKHOLDERS' EQUITY | ' | |||||
STOCKHOLDERS' EQUITY | ||||||
Common Stock and Preferred Stock | ||||||
The following table presents information regarding our common stock (in thousands): | ||||||
June 30, 2014 | December 31, 2013 | |||||
Shares authorized | 100,000 | 100,000 | ||||
Shares outstanding at end of period | 13,985 | 14,036 | ||||
Shares held in treasury | 646 | 414 | ||||
Under our amended and restated certificate of incorporation, we are authorized to issue 100.0 million shares of common stock, par value $0.001 per share, and 10.0 million shares of preferred stock, par value $0.001 per share. Additionally, we are authorized to issue “blank check” preferred stock, which may be issued from time to time in one or more series upon authorization by the Board. The Board, without further approval of the stockholders, is authorized to fix the dividend rights and terms, conversion rights, voting rights, redemption rights and terms, liquidation preferences, and any other rights, preferences and restrictions applicable to each series of the preferred stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, adversely affect the voting power of the holders of the common stock and, under certain circumstances, make it more difficult for a third party to gain control of us, discourage bids for our common stock at a premium or otherwise affect the market price of our common stock. There was no preferred stock issued or outstanding as of June 30, 2014 or December 31, 2013. | ||||||
Share Repurchase Program | ||||||
In May 2014, our Board authorized a program to repurchase up to $50.0 million of our outstanding common stock (the "Share Repurchase Program") until the earlier of March 31, 2017, or a determination by the Board to discontinue the repurchase program. | ||||||
Related Party Share Repurchase | ||||||
During the second quarter of 2014, as part of the Share Repurchase Program, we paid $4.8 million in cash to Whippoorwill Associates, Inc. ("Whippoorwill") pursuant to a privately negotiated agreement to repurchase 200,000 shares of our common stock. We repurchased the shares for $24.12 per share, which was the closing price of our common stock on the NASDAQ stock market on the trading day prior to the repurchase. As of May 19, 2014, and prior to the transaction, Whippoorwill owned approximately 3.0 million shares, or approximately 21%, of our outstanding common stock and, as such, is a related party. | ||||||
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 31,000 shares at a total value of $0.7 million during the three months ended June 30, 2014 and approximately 32,000 shares at a total value of $0.7 million during the six months ended June 30, 2014. We withheld approximately 58,000 shares at a total value of $0.9 million during the three months ended June 30, 2013, and approximately 154,000 shares at a total value of $2.1 million during the six months ended June 30, 2013. We accounted for the withholding of these shares as treasury stock. |
NET_EARNINGS_LOSS_PER_SHARE
NET EARNINGS (LOSS) PER SHARE | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
NET EARNINGS (LOSS) PER SHARE | ' | |||||||||||||||
NET EARNINGS (LOSS) PER SHARE | ||||||||||||||||
Basic earnings (loss) per share is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding during the period after giving effect to all potentially dilutive securities outstanding during the period. | ||||||||||||||||
The following is a reconciliation of the components of the basic and diluted earnings per share calculations for the three and six months ended June 30, 2014 and 2013, in thousands: | ||||||||||||||||
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Numerator: | ||||||||||||||||
Income (loss) from continuing operations | $ | 8,120 | $ | 7,671 | $ | 6,494 | $ | (5,889 | ) | |||||||
(Loss) income from discontinued operations, net of taxes | (259 | ) | (996 | ) | 214 | (1,800 | ) | |||||||||
Net income (loss) | 7,861 | 6,675 | 6,708 | (7,689 | ) | |||||||||||
Add interest expense on Convertible Notes, net of tax effect | — | 154 | — | — | ||||||||||||
Numerator for diluted earnings per share | $ | 7,861 | $ | 6,829 | $ | 6,708 | $ | (7,689 | ) | |||||||
Denominator: | ||||||||||||||||
Basic weighted average common shares outstanding | 13,557 | 12,550 | 13,562 | 12,455 | ||||||||||||
Restricted stock and restricted stock units | 207 | 459 | 231 | — | ||||||||||||
Warrants | 97 | — | 69 | — | ||||||||||||
Convertible Notes | — | 618 | — | — | ||||||||||||
Stock options | 11 | 7 | 12 | — | ||||||||||||
Denominator for diluted earnings per share | 13,872 | 13,634 | 13,874 | 12,455 | ||||||||||||
For the three and six months ended June 30, 2014 and 2013, our potentially dilutive shares include the shares underlying our restricted stock, restricted stock units, stock options, and Warrants. For the six months ended June 30, 2013, our potentially dilutive shares also included the shares underlying our Convertible Notes. The following table shows the type and number (in thousands) of potentially dilutive shares excluded from the diluted earnings (loss) per share calculations for the periods presented as their effect would have been anti-dilutive: | ||||||||||||||||
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Potentially dilutive shares: | ||||||||||||||||
Convertible Notes | — | — | — | 618 | ||||||||||||
Unvested restricted stock and restricted stock units | 60 | — | 60 | 961 | ||||||||||||
Stock options | 10 | 35 | 12 | 93 | ||||||||||||
Warrants | 1,500 | 3,000 | 1,500 | 3,000 | ||||||||||||
Total potentially dilutive shares | 1,570 | 3,035 | 1,572 | 4,672 | ||||||||||||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
COMMITMENTS AND CONTINGENCIES | ' |
COMMITMENTS AND CONTINGENCIES | |
Legal Proceedings | |
From time to time, and currently, we are subject to various claims and litigation brought by employees, customers and other third parties for, among other matters, personal injuries, property damages, product defects and delay damages that have, or allegedly have, resulted from the conduct of our operations. As a result of these types of claims and litigation, we must periodically evaluate the probability of damages being assessed against us and the range of possible outcomes. In each reporting period, if we determine that the likelihood of damages being assessed against us is probable and, if we believe we can estimate a range of possible outcomes, then we will record a liability. The amount of the liability will be based upon a specific estimate, if we believe a specific estimate to be likely, or it will reflect the low end of our range. Currently, there are no material legal proceedings pending against us. | |
In the future, we may receive funding deficiency demands from multi-employer pension plans to which we contribute. We are unable to estimate the amount of any potential future funding deficiency demands because the actions of each of the contributing employers in the plans has an effect on each of the other contributing employers, the development of a rehabilitation plan by the trustees and subsequent submittal to and approval by the Internal Revenue Service is not predictable. Further, the allocation of fund assets and return assumptions by trustees are variable, as are actual investment returns relative to the plan assumptions. | |
As of August 7, 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 June 30, 2014. | |
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 June 30, 2014. | |
We and our subsidiaries are parties to agreements that require us to provide indemnification in certain instances when we acquire businesses and real estate and in the ordinary course of business with our customers, suppliers, lessors and service providers. | |
Insurance Programs | |
We maintain third-party insurance coverage against certain risks in amounts we believe are reasonable. Under certain components of our insurance program, we share the risk of loss with our insurance underwriters by maintaining high deductibles subject to aggregate annual loss limitations. Generally, our deductible retentions per occurrence for auto, workers’ compensation and general liability insurance programs are $1.0 million, although certain of our operations are self-insured for workers’ compensation. We fund these deductibles and record an expense for expected losses under the programs. We determine the expected losses using a combination of our historical loss experience and subjective assessments of our future loss exposure. The estimated losses are subject to uncertainty from various sources, including changes in claims reporting patterns, claims settlement patterns, judicial decisions, legislation and economic conditions. Although we believe the estimated losses we have recorded are reasonable, significant differences related to the items we have noted above could materially affect our insurance obligations and future expense. The amount accrued for estimated losses was $9.4 million as of June 30, 2014, compared to $8.6 million as of December 31, 2013, which are classified in accrued liabilities in our condensed consolidated balance sheets. | |
Performance Bonds | |
In the normal course of business, we are contingently liable for performance under $10.3 million in performance bonds that various contractors, states and municipalities have required as of June 30, 2014. The bonds principally relate to construction contracts, reclamation obligations and licensing and permitting. We have indemnified the underwriting insurance company against any exposure under the performance bonds. No material claims have been made against these bonds as of June 30, 2014. |
SEGMENT_INFORMATION
SEGMENT INFORMATION | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
SEGMENT INFORMATION | ' | ||||||||||||||||
SEGMENT INFORMATION | |||||||||||||||||
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, northern 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, and a recycled aggregates operation. | |||||||||||||||||
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, operating income or loss, is not based on U.S. GAAP, and is not necessarily a measure of our cash flows or ability to fund our cash needs. Our measurements of Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. | |||||||||||||||||
We account for inter-segment sales at market prices. Corporate includes executive, administrative, financial, legal, human resources, business development and risk management activities which are not allocated to reportable segments and are excluded from segment Adjusted EBITDA. Eliminations include transactions to account for intercompany activity. All of our recorded goodwill relates to our ready-mixed concrete reportable segment. | |||||||||||||||||
In January 2014, our Board approved of the sale of our one remaining precast operation in Pennsylvania. Historical segment results have been recast to conform to this change. | |||||||||||||||||
The following tables set forth certain financial information relating to our continuing operations by reportable segment (in thousands): | |||||||||||||||||
Three months ended June 30, | Six months ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Revenue: | |||||||||||||||||
Ready-mixed concrete | |||||||||||||||||
Sales to external customers | $ | 164,175 | $ | 143,299 | $ | 298,101 | $ | 258,501 | |||||||||
Aggregate products | |||||||||||||||||
Sales to external customers | 7,327 | 5,497 | 11,944 | 8,698 | |||||||||||||
Intersegment sales | 5,797 | 4,639 | 9,425 | 7,958 | |||||||||||||
Total aggregate products | 13,124 | 10,136 | 21,369 | 16,656 | |||||||||||||
Total reportable segment revenue | 177,299 | 153,435 | 319,470 | 275,157 | |||||||||||||
Other products and eliminations | 3,059 | 3,955 | 7,145 | 7,658 | |||||||||||||
Total revenue | $ | 180,358 | $ | 157,390 | $ | 326,615 | $ | 282,815 | |||||||||
Reportable Segment Adjusted EBITDA: | |||||||||||||||||
Ready-mixed concrete | $ | 23,269 | $ | 18,033 | $ | 37,001 | $ | 27,206 | |||||||||
Aggregate products | 3,266 | 2,127 | 3,345 | 1,545 | |||||||||||||
Total reportable segment Adjusted EBITDA | $ | 26,535 | $ | 20,160 | $ | 40,346 | $ | 28,751 | |||||||||
Reconciliation of reportable segment Adjusted EBITDA to income (loss) from continuing operations before income taxes: | |||||||||||||||||
Total reportable segment Adjusted EBITDA | $ | 26,535 | $ | 20,160 | $ | 40,346 | $ | 28,751 | |||||||||
Other products and eliminations income from operations | 783 | 1,017 | 1,328 | 1,723 | |||||||||||||
Corporate overhead | (7,123 | ) | (8,560 | ) | (13,442 | ) | (15,798 | ) | |||||||||
Depreciation, depletion and amortization for reportable segments | (4,668 | ) | (3,739 | ) | (8,775 | ) | (7,793 | ) | |||||||||
Interest expense, net | (5,055 | ) | (2,588 | ) | (10,065 | ) | (5,360 | ) | |||||||||
Corporate (loss) gain on early extinguishment of debt | — | (6 | ) | — | 4,304 | ||||||||||||
Corporate derivative loss | (1,748 | ) | (1,916 | ) | (2,371 | ) | (20,362 | ) | |||||||||
Corporate and other products and eliminations other income, net | 126 | 234 | 225 | 380 | |||||||||||||
Income (loss) from continuing operations before income taxes | $ | 8,850 | $ | 4,602 | $ | 7,246 | $ | (14,155 | ) | ||||||||
Capital Expenditures: | |||||||||||||||||
Ready-mixed concrete | $ | 6,738 | $ | 3,859 | $ | 12,957 | $ | 4,819 | |||||||||
Aggregate products | 2,162 | 1,504 | 6,090 | 2,150 | |||||||||||||
Other products and corporate | 829 | 905 | 847 | 1,147 | |||||||||||||
Total capital expenditures | $ | 9,729 | $ | 6,268 | $ | 19,894 | $ | 8,116 | |||||||||
Revenue by Product: | |||||||||||||||||
Ready-mixed concrete | $ | 164,175 | $ | 143,299 | $ | 298,101 | $ | 258,501 | |||||||||
Aggregate products | 7,327 | 5,497 | 11,944 | 8,698 | |||||||||||||
Building materials | 4,454 | 3,714 | 7,693 | 6,615 | |||||||||||||
Lime | 2,348 | 1,773 | 5,109 | 4,171 | |||||||||||||
Hauling | 1,023 | 1,676 | 1,930 | 2,577 | |||||||||||||
Other | 1,031 | 1,431 | 1,838 | 2,253 | |||||||||||||
Total revenue | $ | 180,358 | $ | 157,390 | $ | 326,615 | $ | 282,815 | |||||||||
Identifiable Property, Plant and Equipment Assets: | As of | As of | |||||||||||||||
30-Jun-14 | December 31, 2013 | ||||||||||||||||
Ready-mixed concrete | $ | 101,142 | $ | 91,776 | |||||||||||||
Aggregate products | 40,694 | 36,819 | |||||||||||||||
Other products and corporate | 6,716 | 9,965 | |||||||||||||||
Total identifiable assets | $ | 148,552 | $ | 138,560 | |||||||||||||
ACQUISITIONS_AND_DISPOSITIONS_
ACQUISITIONS AND DISPOSITIONS (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||
Schedule of Disposal Groups, Assets and Liabilities Held for Sale | ' | |||||||||||||||
Listed below are the major classes of assets and liabilities expected to be sold as part of any transaction that are included in held for sale captions on the accompanying condensed consolidated balance sheet as of June 30, 2014 (in thousands): | ||||||||||||||||
30-Jun-14 | ||||||||||||||||
Assets held for sale: | ||||||||||||||||
Trade accounts receivable, net | $ | 950 | ||||||||||||||
Inventories | 435 | |||||||||||||||
Other current assets | 1,882 | |||||||||||||||
Property, plant and equipment, net | 1,724 | |||||||||||||||
Total assets held for sale | $ | 4,991 | ||||||||||||||
Liabilities held for sale: | ||||||||||||||||
Accounts payable | $ | 488 | ||||||||||||||
Accrued liabilities | 69 | |||||||||||||||
Total liabilities held for sale | $ | 557 | ||||||||||||||
The results of these discontinued operations are as follows (in thousands): | ||||||||||||||||
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Revenue | $ | 1,532 | $ | 5,130 | $ | 4,883 | $ | 7,446 | ||||||||
Depreciation, depletion and amortization (“DD&A”) | — | 38 | — | 75 | ||||||||||||
Operating expenses excluding DD&A | 1,845 | 6,158 | 5,102 | 9,030 | ||||||||||||
Loss from discontinued operations | (313 | ) | (1,066 | ) | (219 | ) | (1,659 | ) | ||||||||
Gain (loss) on settlement of assets | 20 | (4 | ) | 640 | (230 | ) | ||||||||||
(Loss) income from discontinued operations, before income taxes | (293 | ) | (1,070 | ) | 421 | (1,889 | ) | |||||||||
Income tax (benefit) expense | (34 | ) | (74 | ) | 207 | (89 | ) | |||||||||
(Loss) income from discontinued operations, net of taxes | $ | (259 | ) | $ | (996 | ) | $ | 214 | $ | (1,800 | ) | |||||
DISCONTINUED_OPERATIONS_Tables
DISCONTINUED OPERATIONS (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||||||||||||||
Summary of discontinued operations | ' | |||||||||||||||
Listed below are the major classes of assets and liabilities expected to be sold as part of any transaction that are included in held for sale captions on the accompanying condensed consolidated balance sheet as of June 30, 2014 (in thousands): | ||||||||||||||||
30-Jun-14 | ||||||||||||||||
Assets held for sale: | ||||||||||||||||
Trade accounts receivable, net | $ | 950 | ||||||||||||||
Inventories | 435 | |||||||||||||||
Other current assets | 1,882 | |||||||||||||||
Property, plant and equipment, net | 1,724 | |||||||||||||||
Total assets held for sale | $ | 4,991 | ||||||||||||||
Liabilities held for sale: | ||||||||||||||||
Accounts payable | $ | 488 | ||||||||||||||
Accrued liabilities | 69 | |||||||||||||||
Total liabilities held for sale | $ | 557 | ||||||||||||||
The results of these discontinued operations are as follows (in thousands): | ||||||||||||||||
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Revenue | $ | 1,532 | $ | 5,130 | $ | 4,883 | $ | 7,446 | ||||||||
Depreciation, depletion and amortization (“DD&A”) | — | 38 | — | 75 | ||||||||||||
Operating expenses excluding DD&A | 1,845 | 6,158 | 5,102 | 9,030 | ||||||||||||
Loss from discontinued operations | (313 | ) | (1,066 | ) | (219 | ) | (1,659 | ) | ||||||||
Gain (loss) on settlement of assets | 20 | (4 | ) | 640 | (230 | ) | ||||||||||
(Loss) income from discontinued operations, before income taxes | (293 | ) | (1,070 | ) | 421 | (1,889 | ) | |||||||||
Income tax (benefit) expense | (34 | ) | (74 | ) | 207 | (89 | ) | |||||||||
(Loss) income from discontinued operations, net of taxes | $ | (259 | ) | $ | (996 | ) | $ | 214 | $ | (1,800 | ) | |||||
INVENTORIES_Tables
INVENTORIES (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
INVENTORIES | ' | |||||||
Inventory consists of the following (in thousands): | ||||||||
30-Jun-14 | 31-Dec-13 | |||||||
Raw materials | $ | 25,108 | $ | 25,019 | ||||
Building materials for resale | 1,757 | 1,383 | ||||||
Other | 1,204 | 1,208 | ||||||
Total inventory | $ | 28,069 | $ | 27,610 | ||||
INTANGIBLE_ASSETS_NET_Tables
INTANGIBLE ASSETS, NET (Tables) | 6 Months Ended | ||||||||||||||
Jun. 30, 2014 | |||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||
Schedule of Purchased Intangible Assets | ' | ||||||||||||||
Our purchased intangible assets are as follows (in thousands): | |||||||||||||||
30-Jun-14 | |||||||||||||||
Gross | Accumulated Amortization | Net | Weighted Average Remaining Life (in years) | ||||||||||||
Customer relationships | $ | 13,500 | $ | (2,250 | ) | $ | 11,250 | 8.33 | |||||||
Trade name | 1,300 | (217 | ) | 1,083 | 8.33 | ||||||||||
Total purchased intangible assets | $ | 14,800 | $ | (2,467 | ) | $ | 12,333 | 8.33 | |||||||
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 | ||||||||||
Total purchased intangible assets | $ | 14,800 | $ | (1,727 | ) | $ | 13,073 | 8.83 | |||||||
Estimated Remaining Amortization of Finite-Lived Intangible Assets | ' | ||||||||||||||
As of June 30, 2014, the estimated remaining amortization of our finite-lived intangible assets is as follows (in thousands): | |||||||||||||||
Total for Year | |||||||||||||||
2014 | 740 | ||||||||||||||
2015 | 1,480 | ||||||||||||||
2016 | 1,480 | ||||||||||||||
2017 | 1,480 | ||||||||||||||
2018 | 1,480 | ||||||||||||||
Thereafter | 5,673 | ||||||||||||||
Total | $ | 12,333 | |||||||||||||
ACCRUED_LIABILITIES_Tables
ACCRUED LIABILITIES - (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Summary of accrued liabilities | ' | |||||||
A summary of our accrued liabilities is as follows (in thousands): | ||||||||
30-Jun-14 | 31-Dec-13 | |||||||
Accrued materials | $ | 12,865 | $ | 10,077 | ||||
Accrued insurance reserves | 10,407 | 9,713 | ||||||
Accrued compensation and benefits | 9,049 | 8,179 | ||||||
Accrued property, sales and other taxes | 4,974 | 5,485 | ||||||
Bode Earn-out, current portion | 2,250 | 2,250 | ||||||
Deferred rent | 2,085 | 2,157 | ||||||
Accrued interest | 1,470 | 1,896 | ||||||
Other | 2,557 | 3,193 | ||||||
Total accrued liabilities | $ | 45,657 | $ | 42,950 | ||||
DEBT_Tables
DEBT (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Summary of debt | ' | |||||||
A summary of our debt and capital leases is as follows (in thousands): | ||||||||
30-Jun-14 | 31-Dec-13 | |||||||
Senior secured notes due 2018 | $ | 200,000 | $ | 200,000 | ||||
Senior secured credit facility due 2018 | — | — | ||||||
Convertible notes due 2015 | 117 | 117 | ||||||
Capital leases | 5,197 | 5,746 | ||||||
Other financing | 7,940 | 8,281 | ||||||
Total Debt | 213,254 | 214,144 | ||||||
Less: current maturities | 3,698 | 3,990 | ||||||
Long-term debt, net of current maturities | $ | 209,556 | $ | 210,154 | ||||
DERIVATIVES_Tables
DERIVATIVES (Tables) | 6 Months Ended | |||||||||
Jun. 30, 2014 | ||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | |||||||||
Summary of derivative instruments at fair value | ' | |||||||||
Our derivative instruments are summarized as follows (in thousands): | ||||||||||
Fair Value | ||||||||||
Derivative instruments not designated as | Balance Sheet Location | 30-Jun-14 | December 31, 2013 | |||||||
hedging instruments under ASC 815 | ||||||||||
Warrants | Derivative liabilities | $ | 24,061 | $ | 21,690 | |||||
Effect of derivative instruments on the statement of operations | ' | |||||||||
The following table presents the effect of derivative instruments on our condensed consolidated statements of operations for the three and six months ended June 30, 2014 and 2013, respectively, excluding income tax effects (in thousands): | ||||||||||
Three months ended | ||||||||||
Derivative instruments not designated as hedging instruments under ASC 815 | Location of Income/(Loss) Recognized | June 30, 2014 | 30-Jun-13 | |||||||
Warrants | Derivative loss | $ | (1,748 | ) | $ | (1,518 | ) | |||
Convertible Notes embedded derivative | Derivative loss | — | (398 | ) | ||||||
$ | (1,748 | ) | $ | (1,916 | ) | |||||
Six months ended | ||||||||||
Derivative instruments not designated as hedging instruments under ASC 815 | Location of Income/(Loss) Recognized | June 30, 2014 | 30-Jun-13 | |||||||
Warrants | Derivative loss | $ | (2,371 | ) | $ | (7,231 | ) | |||
Convertible Notes embedded derivative | Derivative loss | — | (13,131 | ) | ||||||
$ | (2,371 | ) | $ | (20,362 | ) | |||||
Volume positions of warrants and convertible notes | ' | |||||||||
Warrant volume positions are presented in the number of shares underlying the instruments. The table below presents our volume positions (in thousands) as of June 30, 2014 and December 31, 2013: | ||||||||||
Number of Shares | ||||||||||
Derivative instruments not designated as hedging instruments under ASC 815 | 30-Jun-14 | 31-Dec-13 | ||||||||
Warrants | 2,999 | 3,000 | ||||||||
FAIR_VALUE_DISCLOSURES_Tables
FAIR VALUE DISCLOSURES (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Fair value hierarchy for liabilities measured at fair value on a recurring basis | ' | |||||||||||||||
The following tables present our fair value hierarchy for liabilities measured at fair value on a recurring basis (in thousands): | ||||||||||||||||
June 30, 2014 | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Derivative – Warrants(1) | $ | 24,061 | $ | — | $ | — | $ | 24,061 | ||||||||
Other obligations – Bode Earn-out(2) | 5,344 | — | — | 5,344 | ||||||||||||
$ | 29,405 | $ | — | $ | — | $ | 29,405 | |||||||||
December 31, 2013 | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
Derivative – Warrants(1) | $ | 21,690 | $ | — | $ | — | $ | 21,690 | ||||||||
Other obligations – Bode Earn-out(2) | 7,000 | — | — | 7,000 | ||||||||||||
$ | 28,690 | $ | — | $ | — | $ | 28,690 | |||||||||
-1 | Represents the fair value of the Warrants (see Note 10). | |||||||||||||||
-2 | Represents the fair value of the Bode Earn-out (see Note 3). The fair value was determined based on expected payouts that will be due to the former owners based on the achievement of certain incremental sales volume milestones, using a contractual discount rate of 7.0%. These payments are capped at a fair value of $7.0 million. | |||||||||||||||
Reconciliation of the changes in level 3 fair value measurements | ' | |||||||||||||||
A reconciliation of the changes in Level 3 fair value measurements from December 31, 2013 to June 30, 2014 is provided below (in thousands): | ||||||||||||||||
Warrants | Bode Earn-out | |||||||||||||||
Balance at December 31, 2013 | $ | 21,690 | 7,000 | |||||||||||||
Total losses included in earnings | 2,375 | — | ||||||||||||||
Payment on Bode Earn-out | — | (1,656 | ) | |||||||||||||
Write-off of derivative on exercised Warrants(1) | (4 | ) | — | |||||||||||||
Balance at June 30, 2014 | 24,061 | 5,344 | ||||||||||||||
-1 | Represents the pro rata portion of the derivative liability associated with exercised Warrants measured at the date of share issuance, which is included in the loss on derivative in our condensed consolidated statements of operations. |
STOCKHOLDERS_EQUITY_Tables
STOCKHOLDERS' EQUITY (Tables) | 6 Months Ended | |||||
Jun. 30, 2014 | ||||||
Stockholders' Equity Note [Abstract] | ' | |||||
Schedule of common stock outstanding | ' | |||||
The following table presents information regarding our common stock (in thousands): | ||||||
June 30, 2014 | December 31, 2013 | |||||
Shares authorized | 100,000 | 100,000 | ||||
Shares outstanding at end of period | 13,985 | 14,036 | ||||
Shares held in treasury | 646 | 414 | ||||
NET_EARNINGS_LOSS_PER_SHARE_Ta
NET EARNINGS (LOSS) PER SHARE (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Schedule of the Components of the Basic and Diluted Earnings Per Share | ' | |||||||||||||||
The following is a reconciliation of the components of the basic and diluted earnings per share calculations for the three and six months ended June 30, 2014 and 2013, in thousands: | ||||||||||||||||
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Numerator: | ||||||||||||||||
Income (loss) from continuing operations | $ | 8,120 | $ | 7,671 | $ | 6,494 | $ | (5,889 | ) | |||||||
(Loss) income from discontinued operations, net of taxes | (259 | ) | (996 | ) | 214 | (1,800 | ) | |||||||||
Net income (loss) | 7,861 | 6,675 | 6,708 | (7,689 | ) | |||||||||||
Add interest expense on Convertible Notes, net of tax effect | — | 154 | — | — | ||||||||||||
Numerator for diluted earnings per share | $ | 7,861 | $ | 6,829 | $ | 6,708 | $ | (7,689 | ) | |||||||
Denominator: | ||||||||||||||||
Basic weighted average common shares outstanding | 13,557 | 12,550 | 13,562 | 12,455 | ||||||||||||
Restricted stock and restricted stock units | 207 | 459 | 231 | — | ||||||||||||
Warrants | 97 | — | 69 | — | ||||||||||||
Convertible Notes | — | 618 | — | — | ||||||||||||
Stock options | 11 | 7 | 12 | — | ||||||||||||
Denominator for diluted earnings per share | 13,872 | 13,634 | 13,874 | 12,455 | ||||||||||||
Summary of potentially dilutive shares excluded from the diluted earnings (loss) per share calculations | ' | |||||||||||||||
The following table shows the type and number (in thousands) of potentially dilutive shares excluded from the diluted earnings (loss) per share calculations for the periods presented as their effect would have been anti-dilutive: | ||||||||||||||||
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Potentially dilutive shares: | ||||||||||||||||
Convertible Notes | — | — | — | 618 | ||||||||||||
Unvested restricted stock and restricted stock units | 60 | — | 60 | 961 | ||||||||||||
Stock options | 10 | 35 | 12 | 93 | ||||||||||||
Warrants | 1,500 | 3,000 | 1,500 | 3,000 | ||||||||||||
Total potentially dilutive shares | 1,570 | 3,035 | 1,572 | 4,672 | ||||||||||||
BUSINESS_SEGMENTS_Tables
BUSINESS SEGMENTS - (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Schedule of continuing operations by reportable segment | ' | ||||||||||||||||
The following tables set forth certain financial information relating to our continuing operations by reportable segment (in thousands): | |||||||||||||||||
Three months ended June 30, | Six months ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Revenue: | |||||||||||||||||
Ready-mixed concrete | |||||||||||||||||
Sales to external customers | $ | 164,175 | $ | 143,299 | $ | 298,101 | $ | 258,501 | |||||||||
Aggregate products | |||||||||||||||||
Sales to external customers | 7,327 | 5,497 | 11,944 | 8,698 | |||||||||||||
Intersegment sales | 5,797 | 4,639 | 9,425 | 7,958 | |||||||||||||
Total aggregate products | 13,124 | 10,136 | 21,369 | 16,656 | |||||||||||||
Total reportable segment revenue | 177,299 | 153,435 | 319,470 | 275,157 | |||||||||||||
Other products and eliminations | 3,059 | 3,955 | 7,145 | 7,658 | |||||||||||||
Total revenue | $ | 180,358 | $ | 157,390 | $ | 326,615 | $ | 282,815 | |||||||||
Reportable Segment Adjusted EBITDA: | |||||||||||||||||
Ready-mixed concrete | $ | 23,269 | $ | 18,033 | $ | 37,001 | $ | 27,206 | |||||||||
Aggregate products | 3,266 | 2,127 | 3,345 | 1,545 | |||||||||||||
Total reportable segment Adjusted EBITDA | $ | 26,535 | $ | 20,160 | $ | 40,346 | $ | 28,751 | |||||||||
Reconciliation of reportable segment Adjusted EBITDA to income (loss) from continuing operations before income taxes: | |||||||||||||||||
Total reportable segment Adjusted EBITDA | $ | 26,535 | $ | 20,160 | $ | 40,346 | $ | 28,751 | |||||||||
Other products and eliminations income from operations | 783 | 1,017 | 1,328 | 1,723 | |||||||||||||
Corporate overhead | (7,123 | ) | (8,560 | ) | (13,442 | ) | (15,798 | ) | |||||||||
Depreciation, depletion and amortization for reportable segments | (4,668 | ) | (3,739 | ) | (8,775 | ) | (7,793 | ) | |||||||||
Interest expense, net | (5,055 | ) | (2,588 | ) | (10,065 | ) | (5,360 | ) | |||||||||
Corporate (loss) gain on early extinguishment of debt | — | (6 | ) | — | 4,304 | ||||||||||||
Corporate derivative loss | (1,748 | ) | (1,916 | ) | (2,371 | ) | (20,362 | ) | |||||||||
Corporate and other products and eliminations other income, net | 126 | 234 | 225 | 380 | |||||||||||||
Income (loss) from continuing operations before income taxes | $ | 8,850 | $ | 4,602 | $ | 7,246 | $ | (14,155 | ) | ||||||||
Capital Expenditures: | |||||||||||||||||
Ready-mixed concrete | $ | 6,738 | $ | 3,859 | $ | 12,957 | $ | 4,819 | |||||||||
Aggregate products | 2,162 | 1,504 | 6,090 | 2,150 | |||||||||||||
Other products and corporate | 829 | 905 | 847 | 1,147 | |||||||||||||
Total capital expenditures | $ | 9,729 | $ | 6,268 | $ | 19,894 | $ | 8,116 | |||||||||
Revenue by Product: | |||||||||||||||||
Ready-mixed concrete | $ | 164,175 | $ | 143,299 | $ | 298,101 | $ | 258,501 | |||||||||
Aggregate products | 7,327 | 5,497 | 11,944 | 8,698 | |||||||||||||
Building materials | 4,454 | 3,714 | 7,693 | 6,615 | |||||||||||||
Lime | 2,348 | 1,773 | 5,109 | 4,171 | |||||||||||||
Hauling | 1,023 | 1,676 | 1,930 | 2,577 | |||||||||||||
Other | 1,031 | 1,431 | 1,838 | 2,253 | |||||||||||||
Total revenue | $ | 180,358 | $ | 157,390 | $ | 326,615 | $ | 282,815 | |||||||||
Identifiable Property, Plant and Equipment Assets: | As of | As of | |||||||||||||||
30-Jun-14 | December 31, 2013 | ||||||||||||||||
Ready-mixed concrete | $ | 101,142 | $ | 91,776 | |||||||||||||
Aggregate products | 40,694 | 36,819 | |||||||||||||||
Other products and corporate | 6,716 | 9,965 | |||||||||||||||
Total identifiable assets | $ | 148,552 | $ | 138,560 | |||||||||||||
ACQUISITIONS_AND_DISPOSITIONS_1
ACQUISITIONS AND DISPOSITIONS - Purchase of West Texas Assets (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Feb. 10, 2014 | Mar. 18, 2014 |
Young Ready Mix, Inc. [Member] | T&S Ventures, LLC [Member] | |||
West Texas one plant [Domain] | West Texas one plant [Domain] | |||
Note | Processing_Facility | |||
Processing_Facility | ||||
Significant Acquisitions and Disposals [Line Items] | ' | ' | ' | ' |
Number of plants acquired | ' | ' | 1 | 1 |
Cash paid on acquisition | ' | ' | $400,000 | $2,700,000 |
Number of notes issued | ' | ' | 2 | ' |
Notes Issued | ' | ' | 800,000 | ' |
Stated interest rate | ' | ' | 0.00% | ' |
Effective interest rate | ' | ' | 3.75% | ' |
Debt instrument term | ' | ' | '3 years | ' |
Property, plant and equipment purchased | ' | ' | 1,000,000 | ' |
Goodwill | 14,496,000 | 11,646,000 | 100,000 | 1,900,000 |
Assets Acquired - Plant, Equipment, and Inventory | ' | ' | ' | $800,000 |
ACQUISITIONS_AND_DISPOSITIONS_2
ACQUISITIONS AND DISPOSITIONS - Major Classes of Assets and Liabilities Expected to be Sold (Details) (Precast Concrete Operations in Pennsylvania [Member], USD $) | Jun. 30, 2014 |
In Thousands, unless otherwise specified | |
Precast Concrete Operations in Pennsylvania [Member] | ' |
Assets held for sale: | ' |
Trade accounts receivable, net | $950 |
Inventories | 435 |
Other current assets | 1,882 |
Property, plant and equipment, net | 1,724 |
Total assets held for sale | 4,991 |
Liabilities held for sale: | ' |
Accounts payable | 488 |
Accrued liabilities | 69 |
Total liabilities held for sale | $557 |
ACQUISITIONS_AND_DISPOSITIONS_3
ACQUISITIONS AND DISPOSITIONS - Purchase of Bodin Concrete Assets (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jul. 26, 2013 |
Bodin [Member] | |||
Processing_Facility | |||
Business Acquisition [Line Items] | ' | ' | ' |
Number of plants acquired | ' | ' | 3 |
Cash paid on acquisition | ' | ' | $4,400,000 |
Plant and equipment acquired | ' | ' | 3,300,000 |
Goodwill | $14,496,000 | $11,646,000 | $1,100,000 |
ACQUISITIONS_AND_DISPOSITIONS_4
ACQUISITIONS AND DISPOSITIONS - Sale of Smith Precast Operations (Details) (USD $) | 6 Months Ended | 0 Months Ended | 3 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | Dec. 17, 2012 | Sep. 30, 2013 | |
Smith Precast | Jensen [Member] | |||
Significant Acquisitions and Disposals [Line Items] | ' | ' | ' | ' |
Proceeds related to disposals of business units | ' | ' | $4,300,000 | ' |
Payments and proceeds related to disposals of business units | $0 | $1,866,000 | ' | $500,000 |
ACQUISITIONS_AND_DISPOSITIONS_5
ACQUISITIONS AND DISPOSITIONS - Purchase of Bode Gravel and Bode Concrete Equity Interests (Details) (Bode Gravel and Bode Concrete LLC, USD $) | 0 Months Ended | 3 Months Ended |
In Millions, unless otherwise specified | Oct. 30, 2012 | Mar. 31, 2014 |
Processing_Facility | Earn-out Payment [Member] | |
Portable_Processing_Facility | ||
Mixer_Truck | ||
Business Acquisition [Line Items] | ' | ' |
Number of plants acquired | 2 | ' |
Number of portable plants acquired | 1 | ' |
Number of mixer trucks | 41 | ' |
Cash paid on acquisition | $24.50 | ' |
Post-closing adjustments | 1.6 | ' |
Accrual for total contingent consideration | 7 | ' |
Business Combination, Contingent Consideration, Term of Liability | '6 years | ' |
Total consideration transferred | 33.1 | ' |
Contingent consideration paid | ' | $2.30 |
ACQUISITIONS_AND_DISPOSITIONS_6
ACQUISITIONS AND DISPOSITIONS - Sale of California Precast Operations (Details) (USD $) | 6 Months Ended | 0 Months Ended | 3 Months Ended | |||
Jun. 30, 2014 | Jun. 30, 2013 | Mar. 28, 2014 | Aug. 20, 2012 | Mar. 31, 2013 | Jun. 30, 2014 | |
California Precast Operations [Member] | California Precast Operations [Member] | California Precast Operations [Member] | California Precast Operations [Member] | |||
Other Receivables | ||||||
Significant Acquisitions and Disposals [Line Items] | ' | ' | ' | ' | ' | ' |
Proceeds related to disposals of business units | ' | ' | ' | $21,300,000 | ' | ' |
Payments and proceeds related to disposals of business units | 0 | 1,866,000 | ' | ' | 1,900,000 | ' |
Trade accounts receivable, net | ' | ' | ' | ' | ' | 100,000 |
Proceeds from sale of land and buildings | 2,487,000 | 173,000 | 1,500,000 | ' | ' | ' |
Gain on the sale of land and building | ' | ' | $600,000 | ' | ' | ' |
DISCONTINUED_OPERATIONS_Detail
DISCONTINUED OPERATIONS (Details) (USD $) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 31, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Precast Concrete Operations in Pennsylvania [Member] | California Precast, Smith Precast, and Pennsylvania Precast Operations [Member] | California Precast, Smith Precast, and Pennsylvania Precast Operations [Member] | California Precast, Smith Precast, and Pennsylvania Precast Operations [Member] | California Precast, Smith Precast, and Pennsylvania Precast Operations [Member] | |
Business | |||||
Discontinued operations included in the accompanying condensed consolidated statements of operations [Abstract] | ' | ' | ' | ' | ' |
Number of businesses held for sale | 1 | ' | ' | ' | ' |
Revenue | ' | $1,532 | $5,130 | $4,883 | $7,446 |
Depreciation, depletion and amortization (“DD&Aâ€) | ' | 0 | 38 | 0 | 75 |
Operating expenses excluding DD&A | ' | 1,845 | 6,158 | 5,102 | 9,030 |
Loss from discontinued operations | ' | -313 | -1,066 | -219 | -1,659 |
Gain (loss) on settlement of assets | ' | 20 | -4 | 640 | -230 |
(Loss) income from discontinued operations, before income taxes | ' | -293 | -1,070 | 421 | -1,889 |
Income tax (benefit) expense | ' | -34 | -74 | 207 | -89 |
(Loss) income from discontinued operations, net of taxes | ' | ($259) | ($996) | $214 | ($1,800) |
INVENTORIES_Details
INVENTORIES (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Raw materials | $25,108 | $25,019 |
Building materials for resale | 1,757 | 1,383 |
Other | 1,204 | 1,208 |
Total inventory | $28,069 | $27,610 |
INTANGIBLE_ASSETS_NET_Schedule
INTANGIBLE ASSETS, NET Schedule of Purchased Intangible Assets (Details) (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' |
Gross | $14,800,000 | ' | $14,800,000 | ' | $14,800,000 |
Accumulated Amortization | -2,467,000 | ' | -2,467,000 | ' | -1,727,000 |
Total | 12,333,000 | ' | 12,333,000 | ' | 13,073,000 |
Weighted Average Remaining Life (in years) | ' | ' | '8 years 4 months | ' | '8 years 9 months 28 days |
Amortization of Intangible Assets | 400,000 | 400,000 | 700,000 | 1,200,000 | ' |
Customer relationships | ' | ' | ' | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' |
Gross | 13,500,000 | ' | 13,500,000 | ' | 13,500,000 |
Accumulated Amortization | -2,250,000 | ' | -2,250,000 | ' | -1,575,000 |
Total | 11,250,000 | ' | 11,250,000 | ' | 11,925,000 |
Weighted Average Remaining Life (in years) | ' | ' | '8 years 4 months | ' | '8 years 10 months |
Trade name | ' | ' | ' | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' |
Gross | 1,300,000 | ' | 1,300,000 | ' | 1,300,000 |
Accumulated Amortization | -217,000 | ' | -217,000 | ' | -152,000 |
Total | $1,083,000 | ' | $1,083,000 | ' | $1,148,000 |
Weighted Average Remaining Life (in years) | ' | ' | '8 years 4 months | ' | '8 years 10 months |
INTANGIBLE_ASSETS_NET_Estimate
INTANGIBLE ASSETS, NET Estimated Remaining Amortization of the Company's Finite-Lived Intangible Assets (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' |
2014 | $740 | ' |
2015 | 1,480 | ' |
2016 | 1,480 | ' |
2017 | 1,480 | ' |
2018 | 1,480 | ' |
Thereafter | 5,673 | ' |
Total | $12,333 | $13,073 |
ACCRUED_LIABILITIES_Details
ACCRUED LIABILITIES - (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Payables and Accruals [Abstract] | ' | ' |
Accrued materials | $12,865 | $10,077 |
Accrued insurance reserves | 10,407 | 9,713 |
Accrued compensation and benefits | 9,049 | 8,179 |
Accrued property, sales and other taxes | 4,974 | 5,485 |
Bode Earn-out, current portion | 2,250 | 2,250 |
Deferred rent | 2,085 | 2,157 |
Accrued interest | 1,470 | 1,896 |
Other | 2,557 | 3,193 |
Total accrued liabilities | $45,657 | $42,950 |
DEBT_Schedule_of_Debt_and_Capi
DEBT - Schedule of Debt and Capital Leases (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Debt Instrument [Line Items] | ' | ' |
Long-term Debt and Capital Lease Obligations | $213,254,000 | $214,144,000 |
Current maturities of long-term debt | 3,698,000 | 3,990,000 |
Long-term debt, net of current maturities | 209,556,000 | 210,154,000 |
Senior Secured Notes Due 2018 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt | 200,000,000 | 200,000,000 |
Senior secured credit facility due 2018 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt | 0 | 0 |
Convertible Debt [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt | 117,000 | 117,000 |
Capital Lease Obligations [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Capital Lease Obligations | 5,197,000 | 5,746,000 |
Other financing [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt | $7,940,000 | $8,281,000 |
DEBT_Senior_Secured_Notes_due_
DEBT - Senior Secured Notes due 2018 (Details) (USD $) | 0 Months Ended | ||
Nov. 22, 2013 | Dec. 31, 2013 | Mar. 22, 2013 | |
Senior Secured Notes [Member] | Senior Secured Notes [Member] | Senior secured notes due 2015 | |
Senior Secured Notes Due 2018 [Member] | Senior Secured Notes Due 2018 [Member] | ||
Debt Instrument [Line Items] | ' | ' | ' |
Debt Instrument, Face Amount | ' | $200,000,000 | $61,100,000 |
Stated interest rate | 8.50% | ' | 9.50% |
Proceed form Issuance of Debt, Percentage of Par | 100.00% | ' | ' |
Consolidated Coverage Ratio | 200.00% | ' | ' |
DEBT_Senior_Credit_Facility_du
DEBT - Senior Credit Facility due 2018 (Details) (USD $) | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Oct. 29, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 19, 2013 |
Accordion Feature [Member] | Letter of Credit [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] | Swingline Loan [Member] | Letter of Credit [Member] | Federal Funds Rate Plus Percentage [Member] | London Interbank Offered Rate Plus Percentage [Member] | Minimum [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | GE Corporate Financial Services, Inc. [Member] | |
Credit Facility Terms [Member] | Discretionary Over-Advances [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] | Base Rate [Member] | London Interbank Offered Rate (LIBOR) [Member] | Senior secured credit facility due 2018 [Member] | Base Rate [Member] | London Interbank Offered Rate (LIBOR) [Member] | Capital Lease Obligations [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] | ||||||||||||||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Redemption Terms, Stock Redemption Amount | ' | ' | ' | ' | ' | ' | $50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Borrowing capacity under credit agreements | 175,000,000 | ' | ' | ' | ' | 125,000,000 | ' | 12,500,000 | 10,000,000 | 30,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 |
Outstanding borrowings | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Letters of Credit Outstanding, Amount | ' | 11,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unused borrowing capacity under credit agreement | ' | ' | 110,400,000 | 88,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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, Commitment Fee Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.25% | 0.25% | 1.50% | 0.38% | 0.75% | 2.00% | ' |
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, value of eligible trucks | ' | ' | 30,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Limitation on Borrowing Base, Potential Maximum of Eligible Trucks | ' | ' | ' | ' | $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 | ' | ' | 174.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
DEBT_Convertible_Notes_due_201
DEBT - Convertible Notes due 2015 (Details) (USD $) | 3 Months Ended | 6 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 0 Months Ended | ||||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Aug. 31, 2010 | Aug. 02, 2013 | Aug. 02, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Mar. 22, 2013 | Mar. 22, 2013 | Jun. 30, 2014 | Aug. 31, 2010 | |
Convertible Notes Payable [Member] | Convertible Secured Notes Due 2015 [Member] | Convertible Secured Notes Due 2015 [Member] | Convertible Secured Notes Due 2015 [Member] | Convertible Secured Notes Due 2015 [Member] | Convertible Secured Notes Due 2015 [Member] | Convertible Secured Notes Due 2015 [Member] | Senior secured notes due 2015 | Convertible Debt [Member] | Convertible Debt [Member] | Derivative – Convertible Notes embedded derivative | |||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Convertible Debt | ' | ' | ' | ' | $55,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stated interest rate | ' | ' | ' | ' | 9.50% | ' | ' | ' | ' | ' | ' | 9.50% | ' | ' | ' |
Unamortized discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,600,000 |
Offer to exchange debt, amount offered | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 69,300,000 | ' | ' | ' |
Long-term debt, gross, amount available for exchange | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 55,000,000 | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 61,100,000 | 6,500,000 | 100,000 | ' |
Extinguishment of debt amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 48,500,000 | ' | ' |
Interest paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' |
Conversion of convertible debt to equity | ' | ' | 0 | 25,000 | ' | ' | 6,400,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Number of Equity Instruments | ' | ' | ' | ' | ' | 600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense, net | $5,055,000 | $2,588,000 | $10,065,000 | $5,360,000 | ' | ' | ' | $0 | $200,000 | $0 | $2,000,000 | ' | ' | ' | ' |
DEBT_Capital_Lease_and_Other_F
DEBT - Capital Lease and Other Financing (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Oct. 31, 2010 | Sep. 14, 2012 | Sep. 14, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 19, 2013 | Jan. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
Capital Lease Obligations [Member] | Capital Lease Obligations [Member] | Other financing [Member] | Other financing [Member] | Other financing [Member] | Other financing [Member] | Other financing [Member] | West Texas Market Three plants [Member] | West Texas Market Four plants [Member] | West Texas Market Four plants [Member] | Capital One [Member] | Capital One [Member] | Capital One [Member] | GE Corporate Financial Services, Inc. [Member] | GE Corporate Financial Services, Inc. [Member] | Diamler [Member] | Diamler [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | |||
Capital Lease Obligations [Member] | Capital Lease Obligations [Member] | Capital Lease Obligations [Member] | Capital Lease Obligations [Member] | Capital Lease Obligations [Member] | Other financing [Member] | Other financing [Member] | Capital One [Member] | Diamler [Member] | Capital One [Member] | Diamler [Member] | |||||||||||||
Note | Capital Lease Obligations [Member] | Other financing [Member] | Capital Lease Obligations [Member] | Other financing [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes Issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument term | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | '2 years | ' | ' | '5 years | ' | '5 years | ' | '5 years | ' | ' | ' | ' | ' |
Stated interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | 4.50% | ' | ' | ' | 4.80% | ' | 3.18% | ' | 4.31% | 3.02% | 4.54% | 3.23% |
Borrowing capacity under credit agreements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | 5,000,000 | ' | ' | ' | ' | ' | ' |
Capital Lease Obligations | ' | ' | 5,197,000 | 5,746,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | 800,000 | ' | ' | ' | ' | ' | ' | ' |
Capital Lease, Buyout Option, Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' |
Capital Lease Obligations, Current | 1,100,000 | 1,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of notes issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4 | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,900,000 | ' | ' | ' | ' | ' | 600,000 | 6,200,000 | ' | ' | ' | ' |
Debt, Weighted Average Interest Rate | ' | ' | ' | ' | 3.79% | ' | 3.79% | ' | 3.83% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital lease payments | ' | ' | ' | ' | $1,200,000 | $500,000 | $2,200,000 | $900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
EXTINGUISHMENT_OF_DEBT_Details
EXTINGUISHMENT OF DEBT (Details) (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended | 0 Months Ended | ||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Mar. 31, 2013 | Mar. 22, 2013 | Jun. 30, 2014 | Mar. 22, 2013 | |
Convertible Debt [Member] | Convertible Debt [Member] | Convertible Debt [Member] | Senior Notes [Member] | |||||
Extinguishment of Debt [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Extinguishment of debt amount | ' | ' | ' | ' | ' | $48,500,000 | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | 6,500,000 | 100,000 | 61,100,000 |
Write off of Deferred Debt Issuance Cost | ' | ' | ' | ' | 2,400,000 | ' | ' | ' |
Write off of derivative liabilities | ' | ' | ' | ' | 26,600,000 | ' | ' | ' |
Write off of debt discounts | ' | ' | ' | ' | 7,300,000 | ' | ' | ' |
(Loss) gain on extinguishment of debt | 0 | -6,000 | 0 | 4,304,000 | 4,300,000 | ' | ' | ' |
Deferred finance costs | $9,000,000 | ' | $9,000,000 | ' | ' | ' | ' | ' |
WARRANTS_Details
WARRANTS (Details) | Aug. 31, 2010 |
In Millions, unless otherwise specified | |
Class A warrant | ' |
Class of Warrant or Right [Line Items] | ' |
Warrants outstanding (in shares) | 1.5 |
Class B warrant | ' |
Class of Warrant or Right [Line Items] | ' |
Warrants outstanding (in shares) | 1.5 |
DERIVATIVES_Details
DERIVATIVES (Details) (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Dec. 31, 2013 |
Warrants | Warrants | Warrants | Warrants | Warrants | Warrants | Derivative – Convertible Notes Embedded Derivative | Derivative – Convertible Notes Embedded Derivative | Derivative – Convertible Notes Embedded Derivative | Derivative – Convertible Notes Embedded Derivative | Current Derivative Liabilities | Current Derivative Liabilities | |||||
Not Designated as Hedging Instrument | Not Designated as Hedging Instrument | Not Designated as Hedging Instrument | Not Designated as Hedging Instrument | Not Designated as Hedging Instrument | Not Designated as Hedging Instrument | Not Designated as Hedging Instrument | Not Designated as Hedging Instrument | Not Designated as Hedging Instrument | Not Designated as Hedging Instrument | Warrants | Warrants | |||||
Derivative loss | Derivative loss | Derivative loss | Derivative loss | Derivative loss | Derivative loss | Derivative loss | Derivative loss | Not Designated as Hedging Instrument | Not Designated as Hedging Instrument | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $24,061 | $21,690 |
Derivative loss | ($1,748) | ($1,916) | ($2,371) | ($20,362) | ' | ' | ($1,748) | ($1,518) | ($2,371) | ($7,231) | $0 | ($398) | $0 | ($13,131) | ' | ' |
Warrants (shares) | ' | ' | ' | ' | 2,999 | 3,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
FAIR_VALUE_DISCLOSURES_FAIR_VA
FAIR VALUE DISCLOSURES - FAIR VALUE HIERARCHY FOR LIABILITIES MEASURED AT FAIR VALUE (Details) (USD $) | 3 Months Ended | ||||||||||||||||||||||||||||||||||||||||
Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | |||||||||||||||||
Contingent Consideration | Total | Total | Total | Total | Total | Total | Level 1 | Level 1 | Level 1 | Level 1 | Level 1 | Level 1 | Level 2 | Level 2 | Level 2 | Level 2 | Level 2 | Level 2 | Level 3 | Level 3 | Level 3 | Level 3 | Level 3 | Level 3 | |||||||||||||||||
Other obligations - Long-Term Incentive Plan | Other obligations - Long-Term Incentive Plan | Derivative – Warrants(1) | Derivative – Warrants(1) | Other obligations - Long-Term Incentive Plan | Other obligations - Long-Term Incentive Plan | Derivative – Warrants(1) | Derivative – Warrants(1) | Other obligations - Long-Term Incentive Plan | Other obligations - Long-Term Incentive Plan | Derivative – Warrants(1) | Derivative – Warrants(1) | Other obligations - Long-Term Incentive Plan | Other obligations - Long-Term Incentive Plan | Derivative – Warrants(1) | Derivative – Warrants(1) | ||||||||||||||||||||||||||
Derivative [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||
Fair Value | ' | ' | ' | $5,344,000 | [1] | $7,000,000 | [1] | $24,061,000 | [2] | $21,690,000 | [2] | ' | ' | $0 | [1] | $0 | [1] | $0 | [2] | $0 | [2] | ' | ' | $0 | [1] | $0 | [1] | $0 | [2] | $0 | [2] | ' | ' | $5,344,000 | [1] | $7,000,000 | [1] | $24,061,000 | [2] | $21,690,000 | [2] |
Derivative and Other Financial Instruments, Liabilities, Fair Value Disclosure | ' | 29,405,000 | 28,690,000 | ' | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | 29,405,000 | 28,690,000 | ' | ' | ' | ' | ||||||||||||||||
Fair value discount rate | 7.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||
LTIP liability recorded with acquisition of the Bode Companies | $7,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||||||||||
[1] | Represents the fair value of the Bode Earn-out (see Note 3). The fair value was determined based on expected payouts that will be due to the former owners based on the achievement of certain incremental sales volume milestones, using a contractual discount rate of 7.0%. These payments are capped at a fair value of $7.0 million. | ||||||||||||||||||||||||||||||||||||||||
[2] | Represents the fair value of the Warrants (see Note 10). |
FAIR_VALUE_DISCLOSURES_RECONCI
FAIR VALUE DISCLOSURES - RECONCILIATION OF THE CHANGES IN LEVEL 3 FAIR VALUE MEASUREMENTS (Details) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | |
Warrants | Warrants | ' | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | |
Balance at the Beginning of the Quarter | $21,690 | |
Total losses included in net loss | 2,375 | |
Derivative, Earnout Payment | 0 | |
Write off of derivative liabilities | -4 | [1] |
Balance at the End of the Quarter | 24,061 | |
Contingent Consideration | ' | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | |
Balance at the Beginning of the Quarter | 7,000 | |
Total losses included in net loss | 0 | |
Derivative, Earnout Payment | -1,656 | |
Write off of derivative liabilities | 0 | [1] |
Balance at the End of the Quarter | $5,344 | |
[1] | Represents the pro rata portion of the derivative liability associated with exercised Warrants measured at the date of share issuance, which is included in the loss on derivative in our condensed consolidated statements of operations. |
FAIR_VALUE_DISCLOSURES_TEXTUAL
FAIR VALUE DISCLOSURES - TEXTUAL (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Senior Secured Notes Due 2018 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Notes payable, fair value | $217,000,000 | ' |
Convertible Debt [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Convertible notes fair value | 100,000 | 100,000 |
Fair value of embedded derivative | $0 | $0 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
Tax Credit Carryforward [Line Items] | ' | ' | ' | ' | ' |
Net deferred tax liability | $4,500,000 | ' | $4,500,000 | ' | $4,300,000 |
Income tax payment | 300,000 | 300,000 | 300,000 | 300,000 | ' |
Income Tax Expense (Benefit) | 730,000 | -3,069,000 | 752,000 | -8,266,000 | ' |
Intra-period tax allocation between results from continuing operations and discontinued operations | 0 | ' | ' | 0 | ' |
Continuing Operations [Member] | ' | ' | ' | ' | ' |
Tax Credit Carryforward [Line Items] | ' | ' | ' | ' | ' |
Income Tax Expense (Benefit) | ' | ' | 752,000 | ' | ' |
Discontinued Operations [Member] | ' | ' | ' | ' | ' |
Tax Credit Carryforward [Line Items] | ' | ' | ' | ' | ' |
Income Tax Expense (Benefit), Intraperiod Tax Allocation | ($100,000) | ($100,000) | $200,000 | ($100,000) | ' |
STOCKHOLDERS_EQUITY_Details
STOCKHOLDERS' EQUITY (Details) (USD $) | 3 Months Ended | 6 Months Ended | 1 Months Ended | 0 Months Ended | 3 Months Ended | ||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | 31-May-14 | 19-May-14 | 19-May-14 | Jun. 30, 2014 | |
Common Stock [Member] | Whippoorwill Associates, Inc. [Member] | Whippoorwill Associates, Inc. [Member] | Whippoorwill Associates, Inc. [Member] | ||||||
May 2014 Authorized Program [Member] | Beneficial Owner [Member] | Beneficial Owner [Member] | Repurchase of Treasury Shares [Member] | ||||||
Beneficial Owner [Member] | |||||||||
Equity, Class of Treasury Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares authorized (in shares) | 100,000,000 | ' | 100,000,000 | ' | 100,000,000 | ' | ' | ' | ' |
Shares outstanding at end of period (in shares) | 13,985,000 | ' | 13,985,000 | ' | 14,036,000 | ' | ' | ' | ' |
Shares held in treasury (in shares) | 646,000 | ' | 646,000 | ' | 414,000 | ' | ' | ' | ' |
Common stock, par value (in dollars per share) | $0.00 | ' | $0.00 | ' | ' | ' | ' | ' | ' |
Preferred stock, shares authorized (in shares) | 10,000,000 | ' | 10,000,000 | ' | ' | ' | ' | ' | ' |
Preferred stock, par value (in dollars per share) | $0.00 | ' | $0.00 | ' | ' | ' | ' | ' | ' |
Stock Repurchase Program, Authorized Amount | ' | ' | ' | ' | ' | $50,000,000 | ' | ' | ' |
Treasury Stock, Value, Acquired, Cost Method | ' | ' | 735,000 | 2,135,000 | ' | ' | ' | ' | 4,800,000 |
Treasury Stock, Shares, Acquired | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 |
Related Party, Treasury Stock Acquired, Cost Per Share | ' | ' | ' | ' | ' | ' | ' | ' | $24.12 |
Related Party Investor, Cumulative Number Of Shares Acquired For All Transactions | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' |
Related Party Investor, Cumulative Percentage Ownership After All Transactions | ' | ' | ' | ' | ' | ' | ' | 0.21 | ' |
Shares withheld to satisfy tax obligations (in shares) | 31,000 | 58,000 | 32,000 | 154,000 | ' | ' | ' | ' | ' |
Value of treasury stock withheld | $700,000 | $900,000 | $700,000 | $2,100,000 | ' | ' | ' | ' | ' |
NET_EARNINGS_LOSS_PER_SHARE_Sc
NET EARNINGS (LOSS) PER SHARE Schedule of the Components of the Basic and Diluted Earnings Per Share (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Numerator: | ' | ' | ' | ' |
Income (loss) from continuing operations | $8,120 | $7,671 | $6,494 | ($5,889) |
(Loss) income from discontinued operations, net of taxes | -259 | -996 | 214 | -1,800 |
Net income (loss) | 7,861 | 6,675 | 6,708 | -7,689 |
Add interest expense on Convertible Notes, net of tax effect | 0 | 154 | 0 | 0 |
Numerator for diluted earnings per share | $7,861 | $6,829 | $6,708 | ($7,689) |
Denominator: | ' | ' | ' | ' |
Basic weighted average common shares outstanding | 13,557 | 12,550 | 13,562 | 12,455 |
Restricted stock and restricted stock units | 207 | 459 | 231 | 0 |
Warrants | 97 | 0 | 69 | 0 |
Convertible Notes | 0 | 618 | 0 | 0 |
Stock options | 11 | 7 | 12 | 0 |
Denominator for diluted earnings per share | 13,872 | 13,634 | 13,874 | 12,455 |
NET_EARNINGS_LOSS_PER_SHARE_De
NET EARNINGS (LOSS) PER SHARE (Details) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Potentially dilutive shares | 1,570 | 3,035 | 1,572 | 4,672 |
Convertible Notes | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Potentially dilutive shares | 0 | 0 | 0 | 618 |
Unvested restricted stock and restricted stock units | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Potentially dilutive shares | 60 | 0 | 60 | 961 |
Stock options | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Potentially dilutive shares | 10 | 35 | 12 | 93 |
Warrants | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Potentially dilutive shares | 1,500 | 3,000 | 1,500 | 3,000 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Insurance programs [Member] | ' | ' |
Loss Contingencies [Line Items] | ' | ' |
Loss contingency deductible retentions per occurrence | $1 | ' |
Accrual of estimated losses | 9.4 | 8.6 |
Performance Bonds [Member] | ' | ' |
Loss Contingencies [Line Items] | ' | ' |
Estimate of possible loss | $10.30 | ' |
BUSINESS_SEGMENTS_Details
BUSINESS SEGMENTS - (Details) (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 1 Months Ended | ||||||||||||||||||||||||||||||||||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jan. 31, 2014 | |
Reporting_Segment | Ready-Mixed Concrete and Aggregate Products [Member] | Ready-Mixed Concrete and Aggregate Products [Member] | Ready-Mixed Concrete and Aggregate Products [Member] | Ready-Mixed Concrete and Aggregate Products [Member] | Continuing Operations [Member] | Continuing Operations [Member] | Continuing Operations [Member] | Continuing Operations [Member] | Corporate, Other Products, and Elimination [Member] | Corporate, Other Products, and Elimination [Member] | Corporate, Other Products, and Elimination [Member] | Corporate, Other Products, and Elimination [Member] | Ready-mixed concrete [Member] | Ready-mixed concrete [Member] | Ready-mixed concrete [Member] | Ready-mixed concrete [Member] | Aggregate products [Member] | Aggregate products [Member] | Aggregate products [Member] | Aggregate products [Member] | Other products and eliminations [Member] | Other products and eliminations [Member] | Other products and eliminations [Member] | Other products and eliminations [Member] | Corporate Overhead [Member] | Corporate Overhead [Member] | Corporate Overhead [Member] | Corporate Overhead [Member] | Other Products and Corporate Loss From Operations [Member] | Other Products and Corporate Loss From Operations [Member] | Other Products and Corporate Loss From Operations [Member] | Other Products and Corporate Loss From Operations [Member] | Other Products and Corporate Loss From Operations [Member] | Ready-mixed concrete [Member] | Ready-mixed concrete [Member] | Ready-mixed concrete [Member] | Ready-mixed concrete [Member] | Ready-mixed concrete [Member] | Aggregate products [Member] | Aggregate products [Member] | Aggregate products [Member] | Aggregate products [Member] | Aggregate products [Member] | Building materials [Member] | Building materials [Member] | Building materials [Member] | Building materials [Member] | Lime [Member] | Lime [Member] | Lime [Member] | Lime [Member] | Hauling [Member] | Hauling [Member] | Hauling [Member] | Hauling [Member] | Other [Member] | Other [Member] | Other [Member] | Other [Member] | External Customers [Member] | External Customers [Member] | External Customers [Member] | External Customers [Member] | Internal Customers [Member] | Internal Customers [Member] | Internal Customers [Member] | Internal Customers [Member] | Precast Concrete Operations in Pennsylvania [Member] | |||||
Aggregate products [Member] | Aggregate products [Member] | Aggregate products [Member] | Aggregate products [Member] | Aggregate products [Member] | Aggregate products [Member] | Aggregate products [Member] | Aggregate products [Member] | Business | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of reportable segments | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of businesses held for sale | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 |
Revenue | $180,358,000 | $157,390,000 | $326,615,000 | $282,815,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $164,175,000 | $143,299,000 | $298,101,000 | $258,501,000 | $13,124,000 | $10,136,000 | $21,369,000 | $16,656,000 | $3,059,000 | $3,955,000 | $7,145,000 | $7,658,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $164,175,000 | $143,299,000 | $298,101,000 | $258,501,000 | ' | $7,327,000 | $5,497,000 | $11,944,000 | $8,698,000 | ' | $4,454,000 | $3,714,000 | $7,693,000 | $6,615,000 | $2,348,000 | $1,773,000 | $5,109,000 | $4,171,000 | $1,023,000 | $1,676,000 | $1,930,000 | $2,577,000 | $1,031,000 | $1,431,000 | $1,838,000 | $2,253,000 | $7,327,000 | $5,497,000 | $11,944,000 | $8,698,000 | $5,797,000 | $4,639,000 | $9,425,000 | $7,958,000 | ' |
Total reportable segment revenue | 177,299,000 | 153,435,000 | 319,470,000 | 275,157,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total reportable segment Adjusted EBITDA | ' | ' | ' | ' | ' | 26,535,000 | 20,160,000 | 40,346,000 | 28,751,000 | ' | ' | ' | ' | ' | ' | ' | ' | 23,269,000 | 18,033,000 | 37,001,000 | 27,206,000 | 3,266,000 | 2,127,000 | 3,345,000 | 1,545,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other products and eliminations income from operations | 15,116,000 | 8,628,000 | 18,656,000 | 6,286,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 783,000 | 1,017,000 | 1,328,000 | 1,723,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Corporate overhead | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -7,123,000 | -8,560,000 | -13,442,000 | -15,798,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Depreciation, depletion and amortization for reportable segments | -5,484,000 | -4,540,000 | -10,382,000 | -9,365,000 | ' | -4,668,000 | -3,739,000 | -8,775,000 | -7,793,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense, net | -5,055,000 | -2,588,000 | -10,065,000 | -5,360,000 | ' | ' | ' | ' | ' | -5,055,000 | -2,588,000 | -10,065,000 | -5,360,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Corporate (loss) gain on early extinguishment of debt | 0 | -6,000 | 0 | 4,304,000 | ' | ' | ' | ' | ' | 0 | -6,000 | 0 | 4,304,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Corporate derivative loss | -1,748,000 | -1,916,000 | -2,371,000 | -20,362,000 | ' | ' | ' | ' | ' | -1,748,000 | -1,916,000 | -2,371,000 | -20,362,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Corporate and other products and eliminations other income, net | 537,000 | 484,000 | 1,026,000 | 977,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 126,000 | 234,000 | 225,000 | 380,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income (loss) from continuing operations before income taxes | 8,850,000 | 4,602,000 | 7,246,000 | -14,155,000 | ' | ' | ' | ' | ' | 8,850,000 | 4,602,000 | 7,246,000 | -14,155,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital Expenditures | 9,729,000 | 6,268,000 | 19,894,000 | 8,116,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,738,000 | 3,859,000 | 12,957,000 | 4,819,000 | 2,162,000 | 1,504,000 | 6,090,000 | 2,150,000 | ' | ' | ' | ' | ' | ' | ' | ' | 829,000 | 905,000 | 847,000 | 1,147,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Identifiable Property, Plant and Equipment Assets | $148,552,000 | ' | $148,552,000 | ' | $138,560,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $6,716,000 | ' | $6,716,000 | ' | $9,965,000 | $101,142,000 | ' | $101,142,000 | ' | $91,776,000 | $40,694,000 | ' | $40,694,000 | ' | $36,819,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |