Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 04, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | US CONCRETE INC | |
Entity Central Index Key | 1,073,429 | |
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 | 14,654,743 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 8,608 | $ 30,202 |
Trade accounts receivable, net of allowances of $6,090 and $3,726 as of September 30, 2015 and December 31, 2014, respectively | 196,147 | 114,902 |
Inventories | 34,938 | 31,722 |
Deferred income taxes | 2,858 | 1,887 |
Prepaid expenses | 5,501 | 3,965 |
Other receivables | 7,596 | 6,519 |
Other current assets | 1,623 | 301 |
Assets held for sale | 0 | 3,779 |
Total current assets | 257,271 | 193,277 |
Property, plant and equipment, net of accumulated depreciation, depletion, and amortization of $94,738 and $72,962 as of September 30, 2015 and December 31, 2014, respectively | 222,380 | 176,524 |
Goodwill | 92,385 | 50,757 |
Intangible assets, net | 89,116 | 31,720 |
Other assets | 9,050 | 8,250 |
Total assets | 670,202 | 460,528 |
Current liabilities: | ||
Accounts payable | 82,307 | 48,705 |
Accrued liabilities | 68,071 | 50,391 |
Current maturities of long-term debt | 8,883 | 5,104 |
Derivative liabilities | 65,384 | 25,246 |
Liabilities held for sale | 0 | 902 |
Total current liabilities | 224,645 | 130,348 |
Long-term debt, net of current maturities | 283,184 | 215,333 |
Other long-term obligations and deferred credits | 31,799 | 6,940 |
Deferred income taxes | 7,771 | 6,427 |
Total liabilities | $ 547,399 | $ 359,048 |
Commitments and contingencies (Note 15) | ||
Equity: | ||
Preferred stock | $ 0 | $ 0 |
Common stock | 15 | 15 |
Additional paid-in capital | 183,547 | 156,745 |
Accumulated deficit | (41,905) | (42,743) |
Treasury stock, at cost | (18,854) | (12,537) |
Total stockholders’ equity | 122,803 | 101,480 |
Total liabilities and equity | $ 670,202 | $ 460,528 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Trade accounts receivable, allowances | $ 6,090 | $ 3,726 |
Property, plant and equipment, accumulated depreciation, depletion, and amortization | $ 94,738 | $ 72,962 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenue | $ 295,111 | $ 197,589 | $ 711,144 | $ 524,204 |
Cost of goods sold before depreciation, depletion and amortization | 226,620 | 157,689 | 558,702 | 427,538 |
Selling, general and administrative expenses | 23,555 | 15,404 | 63,853 | 43,435 |
Depreciation, depletion and amortization | 12,565 | 6,010 | 31,411 | 16,392 |
Gain on revaluation of contingent consideration | (723) | 0 | (1,387) | 0 |
Loss (gain) on sale of assets | 43 | (3) | 5 | (306) |
Income from operations | 33,051 | 18,489 | 58,560 | 37,145 |
Interest expense, net | (5,446) | (5,080) | (15,966) | (15,145) |
Derivative (loss) gain | (26,854) | 65 | (46,401) | (2,306) |
Other income, net | 940 | 580 | 2,231 | 1,606 |
Income (loss) from continuing operations before income taxes | 1,691 | 14,054 | (1,576) | 21,300 |
Income tax (benefit) expense | (22) | 788 | (2,805) | 1,540 |
Income from continuing operations | 1,713 | 13,266 | 1,229 | 19,760 |
Loss from discontinued operations, net of taxes | (94) | (259) | (391) | (45) |
Net income | $ 1,619 | $ 13,007 | $ 838 | $ 19,715 |
Basic income per share: | ||||
Income from continuing operations (in dollars per share) | $ 0.12 | $ 0.98 | $ 0.09 | $ 1.46 |
Loss from discontinued operations, net of taxes (in dollars per share) | (0.01) | (0.02) | (0.03) | 0 |
Net income per share - basic (in dollars per share) | 0.11 | 0.96 | 0.06 | 1.46 |
Diluted income per share: | ||||
Income from continuing operations (in dollars per share) | 0.11 | 0.96 | 0.08 | 1.42 |
Loss from discontinued operations, net of taxes (in dollars per share) | (0.01) | (0.02) | (0.03) | 0 |
Net income per share - diluted (in dollars per share) | $ 0.10 | $ 0.94 | $ 0.05 | $ 1.42 |
Weighted average shares outstanding: | ||||
Basic (in shares) | 14,223 | 13,497 | 13,946 | 13,540 |
Diluted (in shares) | 15,822 | 13,876 | 15,251 | 13,882 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Treasury Stock [Member] |
BALANCE, Beginning period (in shares) at Dec. 31, 2013 | 14,036 | ||||
BALANCE, Beginning period at Dec. 31, 2013 | $ 83,727 | $ 14 | $ 152,695 | $ (63,325) | $ (5,657) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation expense | 2,647 | 2,647 | |||
Restricted stock vesting (in shares) | 21 | ||||
Restricted stock vesting | 0 | ||||
Restricted stock grants, net of cancellations (in shares) | 169 | ||||
Restricted stock grants, net of cancellations | 1 | $ 1 | |||
Stock options exercised (in shares) | 27 | ||||
Stock options exercised | 379 | 379 | |||
Warrants exercised (in shares) | 1 | ||||
Warrants exercised | 12 | 12 | |||
Share repurchase program (in shares) | (200) | ||||
Share repurchase program | (4,824) | (4,824) | |||
Other treasury share purchases (in shares) | (83) | ||||
Other treasury share purchases | (2,034) | (2,034) | |||
Net income | 19,715 | 19,715 | |||
BALANCE, Ending period (in shares) at Sep. 30, 2014 | 13,971 | ||||
BALANCE, Ending period at Sep. 30, 2014 | $ 99,623 | $ 15 | 155,733 | (43,610) | (12,515) |
BALANCE, Beginning period (in shares) at Dec. 31, 2014 | 13,978 | 13,978 | |||
BALANCE, Beginning period at Dec. 31, 2014 | $ 101,480 | $ 15 | 156,745 | (42,743) | (12,537) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation expense | 4,994 | 4,994 | |||
Restricted stock vesting (in shares) | 16 | ||||
Restricted stock vesting | 0 | ||||
Restricted stock grants, net of cancellations (in shares) | 197 | ||||
Restricted stock grants, net of cancellations | 0 | $ 0 | |||
Stock options exercised (in shares) | 15 | ||||
Stock options exercised | 304 | 304 | |||
Warrants exercised (in shares) | 140 | ||||
Warrants exercised | 6,416 | 6,416 | |||
Other treasury share purchases (in shares) | (145) | ||||
Other treasury share purchases | (6,317) | (6,317) | |||
Common stock issuance (in shares) | 442 | ||||
Common stock issuance | 15,088 | 15,088 | |||
Net income | $ 838 | 838 | |||
BALANCE, Ending period (in shares) at Sep. 30, 2015 | 14,643 | 14,643 | |||
BALANCE, Ending period at Sep. 30, 2015 | $ 122,803 | $ 15 | $ 183,547 | $ (41,905) | $ (18,854) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 838 | $ 19,715 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation, depletion and amortization | 31,411 | 16,392 |
Debt issuance cost amortization | 1,311 | 1,243 |
Amortization of discount on long-term incentive plan and other accrued interest | 268 | 305 |
Net loss on derivative | 46,401 | 2,306 |
Net gain on revaluation of contingent consideration | (1,387) | 0 |
Net loss (gain) on sale of assets | 97 | (945) |
Deferred income taxes | (3,814) | 1,187 |
Provision for doubtful accounts and customer disputes | 3,261 | 929 |
Stock-based compensation | 4,994 | 2,647 |
Changes in assets and liabilities, excluding effects of acquisitions: | ||
Accounts receivable | (62,662) | (34,440) |
Inventories | (650) | (109) |
Prepaid expenses and other current assets | 36 | (201) |
Other assets and liabilities | 319 | (398) |
Accounts payable and accrued liabilities | 36,303 | 21,912 |
Net cash provided by operating activities | 56,726 | 30,543 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property, plant and equipment | (12,763) | (29,160) |
Payments for acquisitions, net of cash acquired | (109,338) | (9,498) |
Proceeds from disposals of property, plant and equipment | 663 | 2,761 |
Proceeds from disposal of businesses | 1,052 | 0 |
Net cash used in investing activities | (120,386) | (35,897) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from revolver borrowings | 147,757 | 213 |
Repayments of revolver borrowings | (91,507) | (213) |
Proceeds from exercise of stock options and warrants | 457 | 391 |
Payments of other long-term obligations | (2,250) | (2,250) |
Payments for other financing | (6,074) | (3,478) |
Debt issuance costs | 0 | (957) |
Payments for share repurchases | 0 | (4,824) |
Other treasury share purchases | (6,317) | (2,034) |
Net cash provided by (used in) financing activities | 42,066 | (13,152) |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (21,594) | (18,506) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 30,202 | 112,667 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 8,608 | 94,161 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash paid for interest | 10,098 | 9,767 |
Cash paid for income taxes | 992 | 541 |
Supplemental Disclosure of Non-cash Investing and Financing Activities: | ||
Capital expenditures funded by capital leases and promissory notes | 19,867 | 8,176 |
Acquisitions funded by stock issuance | 15,088 | 0 |
Disposition funded through promissory note and deferred payments | $ 3,380 | $ 0 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2015 | |
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 condensed 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, 2014 (the " 2014 Form 10-K"). In the opinion of our management, all adjustments necessary to state fairly the information in our unaudited condensed consolidated financial statements and to make such financial statements not misleading have been included. All adjustments are of a normal or recurring nature. Operating results for the three and nine months ended September 30, 2015 are not necessarily indicative of our results expected for the year ending December 31, 2015 , 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 and intangible assets, accruals for self-insurance, income taxes, the valuation of long-lived assets, and the valuation of derivative instruments and contingent consideration. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS AND SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2015 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS AND SIGNIFICANT ACCOUNTING POLICIES | RECENT ACCOUNTING PRONOUNCEMENTS AND SIGNIFICANT ACCOUNTING POLICIES In September 2015, the Financial Accounting Standards Board (the "FASB") issued an amendment on measurement period adjustments related to business combinations. The new guidance requires that the cumulative impact of a measurement period adjustment, including the impact on prior periods, be recognized in the reporting period in which the adjustment is identified. Entities should apply the new guidance prospectively to measurement period adjustments that occur after the effective date. The amendment is effective for interim and annual periods beginning after December 15, 2015, with early adoption permitted. We early adopted the provisions of this new standard effective with the interim period ending September 30, 2015. Accordingly, we applied the amendment prospectively and it did not result in any material impact on our consolidated financial statements or results of operations. In April 2015, the FASB issued an amendment related to debt issuance costs. The amendment requires that all costs incurred to issue debt be presented in the balance sheet as a direct reduction from the carrying value of the debt, similar to the presentation of debt discounts. Entities should apply the new guidance on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. In August 2015, the FASB issued a second amendment related to debt issuance costs clarifying that debt issuance costs related to line-of-credit arrangements could continue to be presented as an asset and be subsequently amortized over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the arrangement. The amendment is effective for annual periods beginning after December 15, 2015 and interim periods within those annual periods, with early adoption permitted. We do not expect the adoption of this amendment in 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. In August 2015, the FASB issued a second amendment related to revenue recognition to delay the effective date of the new revenue recognition guidance by one year. The amendment is effective for annual periods beginning after December 15, 2017 and interim periods within those periods. Early adoption will be permitted for annual periods beginning after December 15, 2016 and interim periods within those periods. 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. We adopted this guidance effective January 1, 2015, 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 2014 Form 10-K. |
ACQUISITIONS AND DISPOSITIONS
ACQUISITIONS AND DISPOSITIONS | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
ACQUISITIONS AND DISPOSITIONS | ACQUISITIONS AND DISPOSITIONS 2015 Acquisitions On February 23, 2015 , we acquired the equity of Right Away Redy Mix, Inc. ("Right Away"), in Oakland, California. The purchase price was $18.0 million in cash, plus closing adjustments of $0.9 million , final working capital adjustments of $1.1 million , and potential future earn-out payments of up to $6.0 million based on the achievement of certain defined annual volume thresholds over a six -year period (the "Right Away Earn-out"). We funded the purchase with cash on hand. The acquisition included four ready-mixed concrete facilities, 49 mixer trucks and a fleet of transfer trucks used to transport cement and aggregates. The acquisition expanded our business in our existing northern California market. The fair value of the assets acquired and liabilities assumed in the Right Away acquisition is preliminary and remains subject to adjustments, including, but not limited to, adjustments related to determination of the fair value of the Right Away Earn-out and identifiable intangible assets. On April 1, 2015, we acquired the equity of Ferrara Bros. Building Materials Corp. ("Ferrara Bros."), in New York, New York. We acquired the equity of Ferrara Bros. for $45.0 million in cash, approximately 442,000 shares of our common stock, calculated in accordance with the terms of the share purchase agreement ("SPA"), and valued at approximately $15.1 million on the date of issuance, plus potential incentive awards in the form of equity of up to $35.0 million based on the achievement of certain EBITDA thresholds, as defined in the SPA, over a four -year period beginning in 2017 ("Ferrara Bros. Contingent Consideration"). We funded the purchase through a combination of cash on hand and borrowings under our $175.0 million asset-based revolving credit facility (the "Revolving Facility"). Ferrara Bros. operates six ready-mixed concrete plants at its four facilities in New York and New Jersey and a fleet of 89 mixer trucks. The acquisition expanded our presence in the New York metropolitan market and allows us to more effectively serve construction projects in Manhattan. The fair value of the assets acquired and liabilities assumed in the Ferrara Bros. acquisition is preliminary and remains subject to adjustments, including, but not limited to, adjustments related to working capital, the fair value of the Ferrara Bros. Contingent Consideration, and identifiable intangible assets. On May 21, 2015 , we acquired the equity of Colonial Concrete Co. ("Colonial"), in Newark, New Jersey. The purchase price was $15.0 million in cash, plus closing adjustments of $0.2 million . We funded the purchase through a combination of cash on hand and borrowings under our Revolving Facility. The acquisition included four ready-mixed concrete plants at three locations and a fleet of approximately 40 mixer trucks. The acquisition expanded our business in the New York metropolitan and northern New Jersey markets. The fair value of the assets acquired and liabilities assumed in the Colonial acquisition is preliminary and remains subject to adjustments, including, but not limited to, adjustments related to working capital, certain accrued liabilities, and the fair value of identifiable intangible assets. On May 29, 2015 , we acquired the assets of DuBrook Concrete, Inc. ("DuBrook"), in Chantilly, Virginia, located in the greater Washington, D.C. metropolitan area. The purchase price was $11.5 million in cash, plus potential future earn-out payments based on volumes sold over a four -year period (the "DuBrook Earn-out"). The DuBrook Earn-out payments are not capped; however, we do not expect total payments to be in excess of $1.0 million . We funded the purchase through a combination of cash on hand and borrowings under our Revolving Facility. The acquisition included three ready-mixed concrete plants and a fleet of 42 mixer trucks. The purchase of these assets expanded our existing business in the Washington, D.C. metropolitan area. The fair value of the assets acquired and liabilities assumed in the DuBrook acquisition is preliminary and remains subject to adjustments, including, but not limited to, adjustments related to working capital, the fair value of the DuBrook Earn-out, and identifiable intangible assets. On September 24, 2015 , we acquired the Wantage Stone (“Wantage”) reserves, a site development quarry including an 80 acre quarry along with mining rights to an additional 77 acres of land located in Hamburg, NJ, from Bicsak Brothers Realty, LLC and Wantage Stone Reserves, LLC. We have operated the Wantage quarry under a lease agreement since October 2014. The purchase price was $15.2 million in cash plus deferred payments of $3.0 million payable over a three -year period. We funded the purchase through a combination of cash on hand and borrowings under our Revolving Facility. This acquisition expanded our aggregates operations in our New York and New Jersey markets. The purchase price allocation for the Wantage acquisition has not been completed yet, including, but not limited to, the fair value of working capital, identifiable intangible assets and property, plant and equipment. We have made changes to the preliminary purchase price allocations for the 2015 acquisitions during the third quarter of 2015 primarily related to (i) fair value estimates of assets and liabilities assumed for Right Away, Ferrara Bros., Colonial, and Dubrook, (ii) working capital adjustments for Right Away, Ferrara Bros., and Dubrook, (iii) valuation of the Ferrara Bros. Contingent Consideration and identifiable intangible assets, and (iv) valuation of property, plant, and equipment for Ferrara Bros., Colonial, and Dubrook. The following table presents the consideration transferred for Right Away, Ferrara Bros., Colonial, DuBrook, and Wantage and the allocation of these amounts to the net tangible and intangible assets acquired and liabilities assumed based on the estimated fair values as of the respective acquisition date (in thousands). 2015 Acquisitions Right Away (1) Ferrara Bros. (2)(3) Colonial (2) DuBrook (2) Wantage (4) Cash $ 928 $ 67 $ 888 $ — $ — Accounts receivable 1,832 13,154 4,305 1,218 — Inventory 348 1,434 378 349 — Other current assets 196 1,534 279 739 — Property, plant and equipment 9,696 13,422 6,325 2,321 — Definite-lived intangible assets 7,036 50,560 — — — Total assets acquired $ 20,036 $ 80,171 $ 12,175 $ 4,627 $ — Current liabilities 1,392 7,004 3,277 910 1,000 Long-term deferred income tax 3,315 — — — — Other long-term liabilities 3,873 21,100 — 59 1,807 Total liabilities assumed $ 8,580 $ 28,104 $ 3,277 $ 969 $ 2,807 Goodwill 8,472 8,021 6,298 7,792 17,996 Consideration transferred $ 19,928 $ 60,088 $ 15,196 $ 11,450 $ 15,189 (1) The purchase price allocation for the Right Away acquisition is subject to change pending determination of the fair value of the Right Away Earn-out and identifiable intangible assets. The fair value of the Right Away acquired accounts receivable is $1.8 million , with a gross contractual amount of $2.2 million . We do not expect to collect $0.4 million of the Right Away acquired accounts receivable. (2) The purchase price allocations for the Ferrara Bros., Colonial, and DuBrook acquisitions are preliminary and remain subject to adjustments, including, but not limited to, adjustments related to working capital, the fair value of the Ferrara Bros. Contingent Consideration and the DuBrook Earn-out, identifiable intangible assets, and certain accrued liabilities. The fair values of the DuBrook and Colonial acquired accounts receivable approximate the gross contractual amounts as of the respective acquisition dates. The fair value of the Ferrara Bros. acquired accounts receivable is $13.2 million , pending further analysis, with a gross contractual amount of $14.3 million . We do not expect to collect $1.1 million of the Ferrara Bros. acquired accounts receivable, pending further review. (3) Consideration transferred for Ferrara Bros. includes approximately 442,000 shares of our common stock valued at approximately $15.1 million on the date of issuance. (4) The purchase price allocation for the Wantage acquisition has not been completed yet, including, but not limited to, the fair value of working capital, identifiable intangible assets and property, plant and equipment. These allocations require the significant use of estimates and are based on information that was available to management at the time these condensed consolidated financial statements were prepared. We utilized recognized valuation techniques, including the income approach, sales approach, and cost approach, to value the net assets acquired. See Note 11 for additional information regarding valuation of contingent consideration. 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. On August 27, 2015 , we also acquired two sand and gravel operations near Vernon, TX and Waurika, OK. This acquisition is not material and is excluded from the disclosures below and the table above captioned "2015 Acquisitions." 2014 Acquisitions On October 20, 2014 , we acquired the assets of Custom-Crete ("Custom-Crete"), with operations in Dallas/Fort Worth, Houston, San Antonio, and Austin, Texas from Oldcastle Architectural, Inc., a wholly owned subsidiary of CRH plc ("Oldcastle Architectural") for $37.4 million in cash, less final working capital adjustments of $1.6 million . The fair value of the assets acquired and liabilities assumed in the Custom-Crete acquisition is preliminary and remains subject to potential adjustments, including, but not limited to, adjustments related to an expected subsequent payment to Oldcastle Architectural for land that is pending the division of certain shared properties. On December 5, 2014 , we acquired the assets of Mobile-Crete of South Texas, LLC and Scofield Construction Services, LLC (collectively, "Mobile-Crete") with operations in San Antonio, Austin, and south Texas for $21.5 million in cash, plus potential earn-out payments of up to $3.0 million in cash (the "Mobile-Crete Earn-out"). The earn-out payments of up to $1.5 million in 2015 and 2016 are tied to the applicable year's average daily closing price of West Texas Intermediate Crude Oil ("WTI") reaching certain predetermined levels. The fair value of the assets acquired and liabilities assumed in the Mobile-Crete acquisition is preliminary and remains subject to adjustments, including, but not limited to, adjustments related to the fair value of identifiable intangible assets. The Custom-Crete and Mobile-Crete acquisitions included 16 volumetric ready-mixed concrete facilities and 109 volumetric ready-mixed concrete trucks. The addition of these operations expanded our presence into all of the major metropolitan markets in Texas and provided us with the capability to deliver ready-mixed concrete to our customers via on-site batching and mixing to customer specifications. On October 20, 2014 , we acquired the equity of New York Sand and Stone, LLC ("NYSS") for $15.2 million in cash, less final working capital adjustments of $0.8 million . The NYSS acquisition included leases to operate two aggregate distribution terminals in New York. These terminals allow us to deliver raw materials more efficiently to our New York and New Jersey markets. The fair value of the assets acquired and liabilities assumed in the NYSS acquisition are final. During the year ended December 31, 2014, we also completed six other individually immaterial acquisitions comprised of seven ready-mixed concrete plants and related assets in our New York and west Texas markets. The aggregate consideration paid consisted of $15.5 million in cash and $1.1 million in promissory notes. The acquisition of these assets expanded our business in our existing markets. The fair values of the assets acquired and liabilities assumed in these six ready-mixed concrete acquisitions are final. We have made changes to the preliminary purchase price allocations for the 2014 acquisitions during the first nine months of 2015 primarily related to (i) fair value estimates of assets acquired and liabilities assumed for Mobile-Crete and Custom-Crete, (ii) working capital adjustments for Custom-Crete, Mobile-Crete, and NYSS, (iii) valuation of the Mobile-Crete Earn-out and Mobile-Crete identifiable intangible assets, and (iv) changes in the valuation of identifiable intangible assets for three of the six acquisitions included in "All Other" in the table below. The following table presents the allocation of the consideration paid for the 2014 acquisitions to the net tangible and intangible assets acquired and liabilities assumed based on the estimated fair values as of the respective acquisition dates (in thousands). 2014 Acquisitions Custom-Crete (1) NYSS Mobile-Crete (2) All Other (3) Accounts receivable (4) $ 3,669 $ 5,898 $ 2,578 $ — Inventory 522 1,161 336 295 Other current assets — 134 — 102 Property, plant and equipment 11,802 1,442 4,156 7,400 Definite-lived intangible assets 9,600 5,042 8,630 4,722 Total assets acquired $ 25,593 $ 13,677 $ 15,700 $ 12,519 Current liabilities 2,598 2,539 2,148 — Long-term liabilities 473 — 736 — Total liabilities assumed $ 3,071 $ 2,539 $ 2,884 $ — Goodwill 13,277 3,260 8,685 4,050 Consideration paid $ 35,799 $ 14,398 $ 21,501 $ 16,569 (1) The purchase price allocation for the Custom-Crete acquisition is subject to change pending payment for the division of certain shared properties. (2) The fair value of the assets acquired and the liabilities assumed in the Mobile-Crete acquisition is preliminary and remains subject to adjustments, including, but not limited to, adjustments related to the fair value of identifiable intangible assets. (3) Consideration paid for acquisitions included in the caption "All Other" above includes $1.1 million of notes payable to previous owners. (4) The fair value of the acquired accounts receivable approximates the gross contractual amounts as of the respective acquisition dates. These allocations require the significant use of estimates and are based on information that was available to management at the time these consolidated financial statements were prepared. We utilized recognized valuation techniques, including the income approach, sales approach, and cost approach, to value the net assets acquired. See Note 11 for additional information regarding valuation of contingent consideration. 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. Acquired Intangible Assets and Goodwill Acquired intangible assets in 2014 and 2015 consisted of customer relationships, trade names, non-compete agreements, leasehold interests, a favorable contract, and backlog. The amortization period of these intangible assets ranges from one year to 25 years. These intangible assets exclude identifiable intangible assets from the Colonial, DuBrook, and Wantage acquisitions as management has not yet completed valuations of them. The major classes of intangible assets acquired in the 2014 and 2015 acquisitions were as follows (in thousands): Weighted Average Amortization Period (In Years) Fair Value At Acquisition Date Trade names 23.51 $ 37,972 Customer relationships 8.70 25,069 Non-compete agreements 4.92 10,167 Leasehold interests 11.31 7,092 Favorable contract 3.50 3,650 Backlog 1.00 1,640 Total $ 85,590 We recorded $3.7 million and $6.3 million of amortization expense related to these intangible assets during the three and nine months ended September 30, 2015 , respectively. During the three months ended September 30, 2015 , $1.1 million of amortization expense was recognized that related to previous periods and had not been recorded since the fair value of those intangibles had not yet been determined. As of September 30, 2015 , the estimated future aggregate amortization expense of intangible assets from the 2014 and 2015 acquisitions was as follows (in thousands): Year Ending December 31, 2015 (remainder of the year) $ 2,520 2016 9,077 2017 8,470 2018 8,073 2019 6,915 Thereafter 43,578 Total $ 78,633 The goodwill ascribed to each of these acquisitions is related to the synergies we expect to achieve with expansion in the markets in which we already operate as well as entry into new metropolitan areas of our existing geographic markets. The goodwill relates to our ready-mixed concrete reportable segment, with the exception of the Wantage and NYSS acquisitions, which relate to our aggregate products reportable segment and our other non-reportable segments, respectively. We expect the goodwill to be deductible for tax purposes, with the exception of the Right Away acquisition. See Note 12 for additional information regarding income taxes. Actual and Pro Forma Impact of Acquisitions During the three months ended September 30, 2015 , we recorded approximately $74.0 million of revenue and $5.4 million of income from operations in our condensed consolidated statements of operations related to the 2014 and 2015 acquisitions following their respective acquisition dates. During the three months ended September 30, 2014 , we recorded approximately $1.3 million of revenue and $0.1 million of income from operations in our condensed consolidated statement of operations related to the 2014 acquisitions following their respective acquisition dates. During the nine months ended September 30, 2015 , we recorded approximately $156.7 million of revenue and approximately $9.6 million of income from operations in our condensed consolidated statements of operations related to the 2014 and 2015 acquisitions following their respective acquisition dates. During the nine months ended September 30, 2014 , we recorded approximately $2.4 million of revenue and $0.2 million of income from operations in our condensed consolidated statement of operations related to the 2014 acquisitions following their respective acquisition dates. The unaudited pro forma information presented below reflects the combined financial results for all of the acquisitions completed during 2014 and the first nine months of 2015, excluding three of the six acquisitions that are included in the caption "All Other" in the table captioned "2014 Acquisitions" above, as historical financial results for these operations were not material and impractical to obtain from the former owners. All other acquisitions have been included and represent our estimate of the results of operations for the three and nine months ended September 30, 2015 and 2014 as if the 2014 acquisitions had been completed on January 1, 2013 and the 2015 acquisitions had been completed on January 1, 2014 (in thousands, except per share information): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Revenue from continuing operations $ 295,111 $ 261,546 $ 741,088 $ 684,798 Net income (loss) $ 3,748 $ 15,247 $ (2,009 ) $ 18,323 Income (loss) per share, basic $ 0.26 $ 1.13 $ (0.14 ) $ 1.35 Income (loss) per share, diluted $ 0.24 $ 1.10 $ (0.14 ) $ 1.32 The above pro forma results are unaudited and were prepared based on the historical GAAP results of the Company and the historical results of the 10 acquired companies for which financial information was available, based on data provided by the former owners. These results are not necessarily indicative of what the Company's actual results would have been had the 2014 acquisitions occurred on January 1, 2013 and had the 2015 acquisitions occurred on January 1, 2014. The unaudited pro forma net income (loss) and net income (loss) per share amounts above reflect the following adjustments: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (Decrease) increase in intangible amortization expense $ (1,549 ) $ 2,514 $ 183 $ 7,542 Decrease in depreciation expense — (135 ) (231 ) (423 ) Exclusion of buyer transaction costs (527 ) (480 ) (2,091 ) (542 ) Exclusion of seller transaction costs — — (46 ) — Exclusion of pension expense for pension plan not acquired — 261 212 625 Exclusion of segment results for segment not acquired — (201 ) (99 ) (253 ) Increase in interest expense — 269 243 754 Increase (decrease) in income tax expense (53 ) (1,442 ) 3,185 (2,515 ) Net adjustments $ (2,129 ) $ 786 $ 1,356 $ 5,188 As the purchase price allocations for Colonial, DuBrook, and Wantage are still preliminary and the fair value measurements for the related intangible assets has not been determined, no amortization of these intangible assets was included in the pro forma results. The unaudited pro forma results do not reflect any operational efficiencies or potential cost savings that may occur as a result of consolidation of the operations. Sale of Pennsylvania Precast Operations On June 2, 2015, we sold the fixed assets and inventory and assigned all open contracts associated with our one remaining precast concrete operation in Pennsylvania, to Architectural Precast Innovations, Inc. ("API") for net proceeds of $0.3 million in cash and a $1.2 million promissory note, net of a $0.1 million discount. Note repayments are due quarterly for a term of two years with an effective interest rate of 3.19% . This sale represented the final divestiture of the Company's owned assets related to precast concrete operations, which were previously classified as held for sale. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONS As disclosed in Note 3 above, in June 2015, we completed the sale of substantially all of our assets associated with our one remaining precast concrete operation in Pennsylvania. We sold the operation's fixed assets and inventory for net proceeds of $0.3 million in cash and a promissory note of $1.2 million , net of a $0.1 million discount, and recorded a pre-tax loss on the transaction of $0.1 million . The pre-tax loss is included in discontinued operations in the accompanying condensed consolidated statements of operations for the nine months ended September 30, 2015 . We have presented the results of operations for this business for all periods as discontinued operations in the accompanying condensed consolidated statements of operations. Additionally, in March 2014, we completed the sale of our remaining owned assets related to our California precast operations disposed of in 2012. We sold land and a building for net proceeds of $1.5 million in cash and recorded a pre-tax gain on the transaction of $0.6 million . The pre-tax gain is included in discontinued operations in the accompanying condensed consolidated statements of operations for the nine months ended September 30, 2014 . The results of these discontinued operations were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Revenue $ — $ 2,017 $ 5,523 $ 6,900 Operating expenses excluding depreciation, depletion and amortization 96 2,294 5,825 7,396 Loss from discontinued operations (96 ) (277 ) (302 ) (496 ) Loss (gain) on sale of assets — 1 92 (639 ) (Loss) income from discontinued operations, before income taxes (96 ) (278 ) (394 ) 143 Income tax (benefit) expense (2 ) (19 ) (3 ) 188 Loss from discontinued operations, net of taxes $ (94 ) $ (259 ) $ (391 ) $ (45 ) Cash flows provided by operating activities included operating cash flows used in discontinued operations of $0.2 million during the nine months ended September 30, 2015 . Cash flows used in investing activities included investing cash flows provided by discontinued operations of $0.2 million during the nine months ended September 30, 2015 . During the nine months ended September 30, 2014 , cash flows provided by operating activities included operating cash flows used in discontinued operations of $1.5 million . During the nine months ended September 30, 2014 , cash flows used in investing activities included investing cash flows provided by discontinued operations of $1.5 million . |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories consisted of the following (in thousands): September 30, 2015 December 31, 2014 Raw materials $ 32,078 $ 29,263 Building materials for resale 1,908 1,479 Other 952 980 Total inventories $ 34,938 $ 31,722 |
GOODWILL AND INTANGIBLE ASSETS,
GOODWILL AND INTANGIBLE ASSETS, NET | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS, NET | GOODWILL AND INTANGIBLE ASSETS, NET Goodwill The changes in goodwill by reportable segment from January 1, 2015 to September 30, 2015 were as follows (in thousands): September 30, 2015 Ready-Mixed Concrete Segment Aggregate Products Segment Other Non-Reportable Segments Total Balance at January 1, 2015 $ 47,757 $ — $ 3,000 $ 50,757 2015 acquisitions (See Note 3) 30,583 20,856 — 51,439 All other purchase price allocation adjustments (See Note 3) (10,071 ) — 260 (9,811 ) Balance at September 30, 2015 $ 68,269 $ 20,856 $ 3,260 $ 92,385 Intangible Assets Our purchased intangible assets were as follows (in thousands): September 30, 2015 Gross Accumulated Amortization Net Weighted Average Remaining Life (In Years) Trade names $ 39,272 $ (1,408 ) $ 37,864 22.69 Customer relationships 38,569 (6,261 ) 32,308 7.80 Non-compete agreements 10,167 (1,693 ) 8,474 4.12 Leasehold interests 7,092 (484 ) 6,608 10.70 Favorable contract 3,650 (608 ) 3,042 2.92 Backlog 1,640 (820 ) 820 0.50 Total purchased intangible assets $ 100,390 $ (11,274 ) $ 89,116 13.75 December 31, 2014 Gross Accumulated Amortization Net Weighted Average Remaining Life (In Years) Customer relationships $ 23,540 $ (3,214 ) $ 20,326 8.06 Non-compete agreements 4,421 (218 ) 4,203 4.58 Trade names 4,200 (330 ) 3,870 9.31 Leasehold interests 3,382 (61 ) 3,321 9.63 Total purchased intangible assets $ 35,543 $ (3,823 ) $ 31,720 7.91 We recorded $4.1 million and $7.5 million of amortization expense on our purchased intangible assets for the three and nine months ended September 30, 2015 , respectively, which is included in the accompanying condensed consolidated statements of operations. We recorded $0.5 million and $1.2 million of amortization expense on our purchased intangible assets for the three and nine months ended September 30, 2014 , respectively, which is included in the accompanying condensed consolidated statements of operations. As of September 30, 2015 , the estimated remaining amortization of our finite-lived intangible assets was as follows (in thousands): Year Ending December 31, 2015 (remainder of the year) $ 2,890 2016 10,557 2017 9,950 2018 9,553 2019 8,395 Thereafter 47,771 Total $ 89,116 |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 9 Months Ended |
Sep. 30, 2015 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | ACCRUED LIABILITIES Our accrued liabilities were as follows (in thousands): September 30, 2015 December 31, 2014 Accrued materials $ 19,791 $ 14,319 Accrued insurance reserves 12,775 10,512 Accrued compensation and benefits 12,972 11,251 Accrued property, sales and other taxes 7,055 5,235 Contingent consideration, current portion 2,715 2,250 Deferred rent 1,880 2,126 Accrued interest 5,801 1,487 Other 5,082 3,211 Total accrued liabilities $ 68,071 $ 50,391 |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT A summary of our debt and capital leases is as follows (in thousands): September 30, 2015 December 31, 2014 Senior secured notes due 2018 $ 200,000 $ 200,000 Senior secured credit facility expiring 2018 56,250 — Convertible notes due 2015 — 117 Capital leases 14,678 7,395 Other financing 21,139 12,925 Total debt 292,067 220,437 Less: current maturities 8,883 5,104 Long-term debt, net of current maturities $ 283,184 $ 215,333 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"). 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 that were issued in 2013 (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 expiring 2018 On October 29, 2013, we entered into a First Amended and Restated Loan and Security Agreement, as subsequently amended, (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 the Revolving Facility. Under the terms of the 2013 Loan Agreement, the maximum credit availability under our Revolving Facility is $175.0 million , subject to a borrowing base calculation as described below. The 2013 Loan Agreement expires on October 2, 2018. As of September 30, 2015 , we had $56.3 million in outstanding borrowings and $11.3 million of undrawn standby letters of credit under the 2013 Loan Agreement. The weighted average interest rate for the 2013 Loan Agreement was 2.15% as of September 30, 2015 . Our 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 Revolving Facility, minus reserves imposed by the Lenders and other adjustments, all as specified in the 2013 Loan Agreement and discussed further below. Our unused availability under the 2013 Loan Agreement at September 30, 2015 decreased to $103.5 million from $109.8 million at December 31, 2014 . 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) $40.0 million or (ii) the sum of (A) 85% of the net orderly liquidation value (as determined by the most recent appraisal) of eligible trucks, plus (B) 80% of the cost of newly acquired eligible trucks since the date of the latest appraisal of eligible trucks, minus (C) 85% of the net orderly liquidation value of eligible trucks that have been sold since the latest appraisal date and 85% of the depreciation amount applicable to eligible trucks since the date of the latest appraisal of eligible trucks, minus (D) such reserves as the Administrative Agent may establish from time to time in its permitted discretion. The Administrative Agent may, in its permitted discretion, reduce the advance rates set forth above, adjust reserves or reduce one or more of the other elements used in computing the borrowing base. The 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 September 30, 2015 , our fixed charge coverage ratio was 3.64 to 1.0. As of September 30, 2015 , 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 on August 31, 2015 (the "Convertible Notes"). During 2013, we exchanged $48.5 million of Convertible Notes for $61.1 million aggregate principal amount of 2013 Notes and $6.4 million of Convertible Notes for 0.6 million shares of common stock. The remaining Convertible Notes matured and were repaid on August 31, 2015 . Capital Leases and Other Financing From 2013 through the third quarter of 2015 , we signed a series of promissory notes with Daimler Truck Financial for the purchase of mixer trucks and other machinery and equipment in an aggregate principal amount of $24.6 million , with fixed annual interest rates ranging from 2.50% to 3.18% , payable monthly for a term of five years. From 2013 through the third quarter of 2015 , we entered into leasing agreements with various lenders for the purchase of mixer trucks and other machinery and equipment for a total commitment of $17.6 million , with fixed annual interest rates ranging from 2.60% to 4.80% , payable monthly for terms ranging from four to five years. The lease terms include one dollar buyout options at the end of the lease terms. Accordingly, these financings have been classified as capital leases. The current portion of capital leases included in current maturities of long-term debt was $3.5 million as of September 30, 2015 and $1.6 million as of December 31, 2014 . As of September 30, 2015 , we had five promissory notes outstanding that were issued primarily in connection with acquisitions completed between February 2014 and January 2015 in an aggregate principal amount of $2.9 million . These promissory notes are payable either monthly or annually over less than one year to nine years, with annual effective interest rates ranging from 3.49% to 4.09% . The weighted average interest rate of our capital leases and other financings was 3.09% and 3.49% as of September 30, 2015 and December 31, 2014 , respectively. We made cash principal payments associated with our capital leases and other financings totaling $2.5 million and $1.3 million during the three months ended September 30, 2015 and 2014 , respectively, and $6.0 million and $3.5 million during the nine months ended September 30, 2015 and 2014 , respectively. |
WARRANTS
WARRANTS | 9 Months Ended |
Sep. 30, 2015 | |
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 10) and are recorded at their fair value (see Note 11). The Warrants are classified as a current liability on the accompanying condensed consolidated balance sheets as they can be exercised by the holders at any time. |
DERIVATIVES
DERIVATIVES | 9 Months Ended |
Sep. 30, 2015 | |
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. In accordance with ASC 815 - Derivatives and Hedging ("ASC 815") , we are required to account for derivative instruments as a result of the issuance of the Warrants on August 31, 2010. None of our derivative instruments manage business risk or are executed for speculative purposes. Our derivative instruments are summarized as follows (in thousands): Fair Value Derivative Instruments Not Designated As Hedging Instruments Under ASC 815 Balance Sheet Location September 30, 2015 December 31, 2014 Warrants Derivative liabilities $ 65,384 $ 25,246 The following tables present the effect of derivative instruments on our condensed consolidated statements of operations for the three and nine months ended September 30, 2015 and 2014 , 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 September 30, 2015 September 30, 2014 Warrants Derivative gain / (loss) $ (26,854 ) $ 65 Nine Months Ended Derivative Instruments Not Designated As Location Of Income/(Loss) Recognized September 30, 2015 September 30, 2014 Warrants Derivative loss $ (46,401 ) $ (2,306 ) Warrant volume positions represent the number of shares of common stock underlying the instruments. The table below presents our volume positions (in thousands) as of September 30, 2015 and December 31, 2014 : Number Of Shares Derivative Instruments Not Designated As Hedging Instruments Under ASC 815 September 30, 2015 December 31, 2014 Warrants 2,736 2,999 We do not have any derivative instruments with credit features requiring the posting of collateral in the event of a credit downgrade or similar credit event. |
FAIR VALUE DISCLOSURES
FAIR VALUE DISCLOSURES | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE DISCLOSURES | FAIR VALUE DISCLOSURES Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. Accounting guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of us. Unobservable inputs are inputs that reflect our assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. We review the fair value hierarchy classification on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification of levels for certain assets and liabilities within the fair value hierarchy. The following tables present our fair value hierarchy for liabilities measured at fair value on a recurring basis (in thousands): September 30, 2015 Total Level 1 Level 2 Level 3 Derivative – Warrants $ 65,384 $ — $ 65,384 $ — Contingent consideration, including current portion (1) (2) (3) (4) (5) (6) 28,659 — — 28,659 $ 94,043 $ — $ 65,384 $ 28,659 December 31, 2014 Total Level 1 Level 2 Level 3 Derivative – Warrants $ 25,246 $ — $ — $ 25,246 Contingent consideration (1) (2) 5,344 — — 5,344 $ 30,590 $ — $ — $ 30,590 (1) The current portion of contingent consideration is included in accrued liabilities in our condensed consolidated balance sheets. The long-term portion of contingent consideration is included in other long-term obligations and deferred credits in our condensed consolidated balance sheets. (2) Includes the fair value of the Bode Earn-out, as defined below. 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 were capped at a fair value of $3.5 million and $5.3 million as of September 30, 2015 and December 31, 2014 . (3) Includes the fair value of the Mobile-Crete Earn-out (see Note 3). The fair value was determined based on expected payouts that will be due to the former owners based on probability-weighted assumptions related to average annual WTI prices reaching certain predetermined levels from December 8, 2014 through December 7, 2016. The fair value of the Mobile-Crete Earn-out was $0.1 million as of September 30, 2015 . (4) Includes the fair value of the Right Away Earn-out (see Note 3). The fair value was determined based on expected payouts that will be due to the former owners based on probability-weighted assumptions related to the achievement of sales volume milestones, using a discount rate of 9.25% . The fair value of the Right Away Earn-out was $3.9 million as of September 30, 2015 . (5) Includes the fair value of the Ferrara Bros. Contingent Consideration (see Note 3). The fair value was determined based on the expected vesting of incentive awards granted to the former owners at acquisition based on probability-weighted assumptions related to the achievement of certain EBITDA thresholds, using a discount rate of 11.25% . The fair value of the Ferrara Bros. Contingent Consideration was $21.1 million as of September 30, 2015 . (6) The fair value of the DuBrook Earn-out (see Note 3) is excluded because it is pending valuation, which will be completed as soon as practical, but no later than one year from the acquisition date. 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. The key inputs in determining our derivative liabilities include our stock price, stock price volatility, and risk free interest rates. As of September 30, 2015 , observable market data existed for all of the key inputs in determining the fair value of our Warrants. Contingent Consideration In accordance with the terms of the 2012 acquisition of Bode Gravel Co. and Bode Concrete LLC, we are required to make earn-out payments (the "Bode Earn-out"), which are contingent upon reaching negotiated volume hurdles and had an aggregate present value of up to $7.0 million as of October 30, 2012, the acquisition date. The Bode Earn-out is payable in cash over a six -year period. To date, we have made two Bode Earn-out payments of $2.3 million in each of the first nine months of 2014 and 2015. We recorded a liability of $5.5 million representing the fair value of contingent consideration related to the Right Away and Mobile-Crete acquisitions as of the respective acquisition dates. We recorded a net gain on revaluation of contingent consideration of $0.9 million and $1.4 million for the three and nine months ended September 30, 2015 , respectively, as a result of the passage of time and changes in the estimate of future WTI prices. During the third quarter of 2015, we recorded a liability of $21.1 million representing the fair value of contingent consideration related to the Ferrara Bros. acquisition. The liabilities for the Mobile-Crete Earn-out, the Right Away Earn-out, and the Ferrara Bros. Contingent Consideration were valued using Monte Carlo simulations which incorporated probability-weighted assumptions related to the achievement of specific milestones mentioned above. 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 the fair value of the Mobile-Crete Earn-out, the Right Away Earn-out, and the Ferrara Bros. Contingent Consideration included discount rates ranging from 3.50% to 11.25% , a forecasted average of WTI prices from January 1, 2015 through December 31, 2016 from quoted sources, and management's estimates of future sales volumes and EBITDA. A reconciliation of the changes in Level 3 fair value measurements from December 31, 2014 to September 30, 2015 is provided below (in thousands): Warrants Contingent Consideration Balance at December 31, 2014 $ 25,246 $ 5,344 Acquisitions — 26,566 Total losses (gains) included in earnings (1) 19,551 (1,387 ) Payment on Bode Earn-out — (1,864 ) Write-off of derivative on exercised Warrants (2) (4 ) — Issuances of equity, net of cash proceeds (3) (56 ) — Transfer out (4) (44,737 ) — Balance at September 30, 2015 $ — $ 28,659 (1) Represents the loss on revaluation of Warrants, which is included in derivative loss in our condensed consolidated statements of operations and the net gain on revaluation of contingent consideration, which is included in gain on revaluation of contingent consideration in our condensed consolidated statements of operations. (2) Represents the pro rata portion of the derivative liability associated with exercised Warrants measured at the date of share issuance, which is included in derivative loss in our condensed consolidated statements of operations. (3) Represents the pro rata portion of the derivative liability associated with exercised Warrants measured at the date of share issuance, which is included in additional paid-in capital in our condensed consolidated balance sheets. (4) Transfer out of Level 3 financial liabilities was due to changes in the observability of market inputs used in the valuation of our Warrants. The transfer was measured as of June 30, 2015, the end of the period in which the transfer occurred. Our other financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and long-term debt. We consider the carrying values of cash and cash equivalents, accounts receivable and accounts payable 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 $209.2 million as of September 30, 2015 . The carrying value of outstanding amounts under our 2013 Loan Agreement approximates fair value due to the floating interest rate. Our Convertible Notes were repaid on August 31, 2015 and had no fair value as of September 30, 2015 . The fair value of these Convertible Notes was approximately $0.1 million at December 31, 2014 . |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES In accordance with U.S. GAAP, the recognized value of deferred tax assets must be reduced to the amount that is more likely than not to be realized in future periods. The ultimate realization of the benefit of deferred tax assets from deductible temporary differences or tax carryovers depends on the generation of sufficient taxable income during the periods in which those temporary differences become deductible. We considered the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on these considerations, we relied upon the reversal of certain deferred tax liabilities to realize a portion of our deferred tax assets and established valuation allowances as of September 30, 2015 and December 31, 2014 for other deferred tax assets because of uncertainty regarding their ultimate realization. Our total net deferred tax liability was approximately $4.9 million as of September 30, 2015 and $4.5 million as of December 31, 2014 . We made income tax payments of approximately $0.2 million and $1.0 million during the three and nine months ended September 30, 2015 . We made income tax payments of approximately $0.2 million and $0.5 million during the three and nine months ended September 30, 2014 . Despite income in 2014 and projected future taxable income, as of September 30, 2015 , we remain in a three year cumulative loss position and will, therefore, continue to record a valuation allowance on all of our U.S. deferred tax assets. The cumulative loss position is considered a significant source of negative evidence and limits our ability to consider other subjective evidence such as our projections for future growth when assessing the need for a deferred tax valuation allowance. Our cumulative loss position will continue to change as a result of historical and current earnings performance. This change, among other factors, may cause us to reduce our valuation allowance on deferred tax assets in the future. Any adjustment to our valuation allowance would impact our income tax expense in the period that our evaluation changes. For the nine months ended September 30, 2015 , we recognized additional deferred tax assets as a result of the Right Away acquisition, which allowed us to release approximately $2.8 million in valuation allowance through our tax provision as a tax benefit. In accordance with U.S. GAAP, intra-period tax allocation provisions require allocation of a tax expense to continuing operations due to current loss from discontinued operations. We recorded a tax benefit of less than $0.1 million and $2.8 million in income from continuing operations for the three and nine months ended September 30, 2015 , respectively, and tax expense of $0.8 million and $1.5 million in income from continuing operations for the three and nine months ended September 30, 2014 , respectively. We recorded a tax benefit of less than $0.1 million allocated to discontinued operations for both the three and nine months ended September 30, 2015 . We recorded a tax benefit of less than $0.1 million and tax expense of $0.2 million allocated to discontinued operations for the three and nine months ended September 30, 2014 , respectively. The intra-period tax allocation between the results from continuing operations and discontinued operations in the three and nine months ended September 30, 2015 and 2014 nets to $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 limitations on our ability to utilize existing NOLs and other tax attributes. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS' EQUITY Common Stock and Preferred Stock The following table presents information regarding our common stock (in thousands): September 30, 2015 December 31, 2014 Shares authorized 100,000 100,000 Shares outstanding at end of period 14,643 13,978 Shares held in treasury 842 697 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. The preferred stock 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 September 30, 2015 or December 31, 2014 . Common Stock Issuance During the second quarter of 2015, we issued approximately 442,000 shares of common stock with a total value of $15.1 million as part of the consideration for the Ferrara Bros. acquisition (see Note 3). 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 Share Repurchase Program. We made no repurchases of our common stock during the three and nine months ended September 30, 2015 under the Share Repurchase Program. We made no repurchases of our common stock during the three months ended September 30, 2014. We made a related party share repurchase of our common stock during the nine months ended September 30, 2014 as discussed below. 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, was a related party. There have been no related party share repurchases during the three and nine months ended September 30, 2015 . 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 83,000 shares with a total value of $4.2 million during the three months ended September 30, 2015 and approximately 145,000 shares with a total value of $6.3 million during the nine months ended September 30, 2015 . We withheld approximately 51,000 shares with a total value of $1.3 million during the three months ended September 30, 2014 and approximately 83,000 shares with a total value of $2.0 million during the nine months ended September 30, 2014 . We accounted for the withholding of these shares as treasury stock. |
NET EARNINGS (LOSS) PER SHARE
NET EARNINGS (LOSS) PER SHARE | 9 Months Ended |
Sep. 30, 2015 | |
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 nine months ended September 30, 2015 and 2014 , in thousands: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Numerator: Income from continuing operations $ 1,713 $ 13,266 $ 1,229 $ 19,760 Loss from discontinued operations, net of taxes (94 ) (259 ) (391 ) (45 ) Numerator for diluted earnings per share $ 1,619 $ 13,007 $ 838 $ 19,715 Denominator: Basic weighted average common shares outstanding 14,223 13,497 13,946 13,540 Restricted stock and restricted stock units 150 190 193 222 Warrants 1,434 180 1,098 109 Stock options 15 9 14 11 Denominator for diluted earnings per share 15,822 13,876 15,251 13,882 For the three and nine months ended September 30, 2015 and 2014 , our potentially dilutive shares include the shares underlying our restricted stock, restricted stock units, stock options, and Warrants. The following table shows the type and number (in thousands) of potentially dilutive shares excluded from the diluted earnings (loss) per share calculations for the periods presented as their effect would have been anti-dilutive or they have not met their performance target: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Potentially dilutive shares: Unvested restricted stock and restricted stock units — 71 — 83 Stock options — 10 — 14 Warrants — 1,500 — 1,500 Total potentially dilutive shares — 1,581 — 1,597 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2015 | |
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 September 30, 2015 , 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 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. 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 claims in our business, we cannot estimate the amount of any future loss that may be attributable to product defect claims related to ready-mixed concrete we have delivered prior to September 30, 2015 . We believe that the resolution of all litigation currently pending or threatened against us or any of our subsidiaries will not materially exceed our existing accruals for those matters. However, because of the inherent uncertainty of litigation, there is a risk that we may have to increase our accruals for one or more claims or proceedings to which we or any of our subsidiaries is a party as more information becomes available or proceedings progress, and any such increase in accruals could have a material adverse effect on our consolidated financial condition or results of operations. We expect in the future that we and our operating subsidiaries will from time to time be a party to litigation or administrative proceedings that arise in the normal course of our business. We are subject to federal, state and local environmental laws and regulations concerning, among other matters, air emissions and wastewater discharge. Our management believes we are in substantial compliance with applicable environmental laws and regulations. From time to time, we receive claims from federal and state environmental regulatory agencies and entities asserting that we may be in violation of environmental laws and regulations. Based on experience and the information currently available, our management does not believe that these claims will materially exceed our related accruals. Despite compliance and experience, it is possible that we could be held liable for future charges, which might be material, but are not currently known to us or cannot be estimated by us. In addition, changes in federal or state laws, regulations or requirements, or discovery of currently unknown conditions, could require additional expenditures. As permitted under Delaware law, we have agreements that provide indemnification of officers and directors for certain events or occurrences while the officer or director is or was serving at our request in such capacity. The maximum potential amount of future payments that we could be required to make under these indemnification agreements is not limited; however, we have a director and officer insurance policy that potentially limits our exposure and enables us to recover a portion of future amounts that may be paid. As a result of the insurance policy coverage, we believe the estimated fair value of these indemnification agreements is minimal. Accordingly, we have not recorded any liabilities for these agreements as of September 30, 2015 . 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 $11.3 million as of September 30, 2015 , compared to $9.5 million as of December 31, 2014 , 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 $4.5 million in performance bonds that various contractors, states and municipalities have required as of September 30, 2015 . The bonds principally relate to construction contracts, reclamation obligations, licensing and permitting. We have indemnified the underwriting insurance company against any exposure under the performance bonds. No material claims have been made against these bonds as of September 30, 2015 . |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2015 | |
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. With the acquisition of the volumetric ready-mixed concrete businesses during the fourth quarter of 2014 (see Note 3), we have further expanded our presence in Texas into all of its major metropolitan markets. 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. With the acquisition of sand and gravel operations during the third quarter of 2015 (see Note 3), we have expanded our aggregate products segment to serve the southern Oklahoma market in which our ready-mixed concrete segment operates. Other products not associated with a reportable segment include our building materials stores, hauling operations, lime slurry, Aridus ® rapid-drying concrete technology, brokered product sales, a recycled aggregates operation, and an aggregate distribution operation. The financial results of the completed acquisitions have been included in their respective reportable segment or in other products as of their respective acquisition dates. 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), gain or loss on revaluation of contingent consideration, and gain or loss on extinguishment of debt. Additionally, we adjust Adjusted EBITDA for items similar to certain of those used in calculating our compliance with debt covenants. The additional items that are adjusted to determine our Adjusted EBITDA are: • non-cash stock compensation expense, • acquisition-related professional fees, and • corporate officer severance expense. We consider Adjusted EBITDA to be an indicator of the operational strength and performance of our business. We have included Adjusted EBITDA because it is a key financial measure used by our management to (i) internally measure our operating performance and (ii) assess our ability to service our debt, incur additional debt and meet our capital expenditure requirements. Adjusted EBITDA should not be construed as an alternative to, or a better indicator of, operating income or loss, is not based on U.S. GAAP, and is not necessarily a measure of our cash flows or ability to fund our cash needs. Our measurements of Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. We account for inter-segment sales at market prices. Corporate includes executive, administrative, financial, legal, human resources, business development and risk management activities which are not allocated to reportable segments and are excluded from segment Adjusted EBITDA. Eliminations include transactions to account for intercompany activity. The following tables set forth certain financial information relating to our continuing operations by reportable segment (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Revenue: Ready-mixed concrete Sales to external customers $ 264,428 $ 175,876 $ 638,491 $ 473,977 Aggregate products Sales to external customers 10,970 11,127 25,063 23,071 Intersegment sales 7,990 6,013 18,436 15,438 Total aggregate products 18,960 17,140 43,499 38,509 Total reportable segment revenue 283,388 193,016 681,990 512,486 Other products and eliminations 11,723 4,573 29,154 11,718 Total revenue $ 295,111 $ 197,589 $ 711,144 $ 524,204 Reportable Segment Adjusted EBITDA: Ready-mixed concrete $ 46,042 $ 26,641 $ 100,262 $ 63,642 Aggregate products 6,403 4,045 10,372 7,390 Total reportable segment Adjusted EBITDA $ 52,445 $ 30,686 $ 110,634 $ 71,032 Reconciliation Of Reportable Segment Adjusted EBITDA To Income (Loss) From Continuing Operations Before Income Taxes: Total reportable segment Adjusted EBITDA $ 52,445 $ 30,686 $ 110,634 $ 71,032 Other products and eliminations income from operations 2,821 1,326 5,708 2,654 Corporate overhead (10,619 ) (7,897 ) (29,519 ) (21,339 ) Depreciation, depletion and amortization for reportable segments (11,442 ) (5,196 ) (27,665 ) (13,971 ) Interest expense, net (5,446 ) (5,080 ) (15,966 ) (15,145 ) Corporate derivative (loss) gain (26,854 ) 65 (46,401 ) (2,306 ) Gain on revaluation of contingent consideration 723 — 1,387 — Corporate and other products and eliminations other income, net 63 150 246 375 Income (loss) from continuing operations before income taxes $ 1,691 $ 14,054 $ (1,576 ) $ 21,300 Capital Expenditures: Ready-mixed concrete $ 2,733 $ 6,294 $ 6,606 $ 19,251 Aggregate products 764 2,393 3,124 8,483 Other products and corporate 1,842 579 3,033 1,426 Total capital expenditures $ 5,339 $ 9,266 $ 12,763 $ 29,160 Revenue By Product: Ready-mixed concrete $ 264,428 $ 175,876 $ 638,491 $ 473,977 Aggregate products 10,970 11,127 25,063 23,071 Building materials 4,869 4,516 13,359 12,209 Lime 3,585 3,335 6,916 8,444 Hauling 1,910 1,362 4,039 3,292 Other 9,349 1,373 23,276 3,211 Total revenue $ 295,111 $ 197,589 $ 711,144 $ 524,204 Identifiable Property, Plant And Equipment Assets: As of September 30, 2015 As of December 31, 2014 Ready-mixed concrete $ 165,732 $ 126,141 Aggregate products 43,587 40,878 Other products and corporate 13,061 9,505 Total identifiable assets $ 222,380 $ 176,524 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS On October 28, 2015 , we announced that we completed the acquisition of the equity of Heavy Materials, LLC ("Heavy"), a vertically integrated ready-mixed concrete producer located in the U.S. Virgin Islands. We acquired the equity of Heavy for $21.7 million in cash, less purchase adjustments of $1.2 million , plus deferred payments of $6.0 million , of which $1.0 million was paid at closing and the remainder of which will be paid over a two year period. We funded the purchase through a combination of cash on hand and borrowings on our Revolving Credit Facility. Heavy operates four ready-mixed concrete plants, a fleet of 32 mixer trucks, and two quarries. Heavy also leases an industrial waterfront property that it utilizes as a marine terminal and sales yard. This acquisition expands our ready-mixed concrete and aggregates operations into new markets in the Caribbean islands. We will prepare the preliminary purchase price allocation for this acquisition as soon as practical, but no later than one year from the acquisition date. Also on October 28, 2015, we announced that we acquired the assets of Spartan Concrete Products, LLC, a ready-mixed concrete producer in the U.S. Virgin Islands. This acquisition was not material. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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 condensed 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, 2014 (the " 2014 Form 10-K"). In the opinion of our management, all adjustments necessary to state fairly the information in our unaudited condensed consolidated financial statements and to make such financial statements not misleading have been included. All adjustments are of a normal or recurring nature. Operating results for the three and nine months ended September 30, 2015 are not necessarily indicative of our results expected for the year ending December 31, 2015 , or for any future period. |
Use of Estimates | 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 and intangible assets, accruals for self-insurance, income taxes, the valuation of long-lived assets, and the valuation of derivative instruments and contingent consideration. |
Recent Accounting Pronouncements and Significant Accounting Policies | In September 2015, the Financial Accounting Standards Board (the "FASB") issued an amendment on measurement period adjustments related to business combinations. The new guidance requires that the cumulative impact of a measurement period adjustment, including the impact on prior periods, be recognized in the reporting period in which the adjustment is identified. Entities should apply the new guidance prospectively to measurement period adjustments that occur after the effective date. The amendment is effective for interim and annual periods beginning after December 15, 2015, with early adoption permitted. We early adopted the provisions of this new standard effective with the interim period ending September 30, 2015. Accordingly, we applied the amendment prospectively and it did not result in any material impact on our consolidated financial statements or results of operations. In April 2015, the FASB issued an amendment related to debt issuance costs. The amendment requires that all costs incurred to issue debt be presented in the balance sheet as a direct reduction from the carrying value of the debt, similar to the presentation of debt discounts. Entities should apply the new guidance on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. In August 2015, the FASB issued a second amendment related to debt issuance costs clarifying that debt issuance costs related to line-of-credit arrangements could continue to be presented as an asset and be subsequently amortized over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the arrangement. The amendment is effective for annual periods beginning after December 15, 2015 and interim periods within those annual periods, with early adoption permitted. We do not expect the adoption of this amendment in 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. In August 2015, the FASB issued a second amendment related to revenue recognition to delay the effective date of the new revenue recognition guidance by one year. The amendment is effective for annual periods beginning after December 15, 2017 and interim periods within those periods. Early adoption will be permitted for annual periods beginning after December 15, 2016 and interim periods within those periods. 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. We adopted this guidance effective January 1, 2015, and there was no material impact on our consolidated financial statements or results of operations. |
ACQUISITIONS AND DISPOSITIONS (
ACQUISITIONS AND DISPOSITIONS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Allocation of Consideration Paid to Net Tangible and Intangible Assets Acquired and Liabilities Assumed | The following table presents the consideration transferred for Right Away, Ferrara Bros., Colonial, DuBrook, and Wantage and the allocation of these amounts to the net tangible and intangible assets acquired and liabilities assumed based on the estimated fair values as of the respective acquisition date (in thousands). 2015 Acquisitions Right Away (1) Ferrara Bros. (2)(3) Colonial (2) DuBrook (2) Wantage (4) Cash $ 928 $ 67 $ 888 $ — $ — Accounts receivable 1,832 13,154 4,305 1,218 — Inventory 348 1,434 378 349 — Other current assets 196 1,534 279 739 — Property, plant and equipment 9,696 13,422 6,325 2,321 — Definite-lived intangible assets 7,036 50,560 — — — Total assets acquired $ 20,036 $ 80,171 $ 12,175 $ 4,627 $ — Current liabilities 1,392 7,004 3,277 910 1,000 Long-term deferred income tax 3,315 — — — — Other long-term liabilities 3,873 21,100 — 59 1,807 Total liabilities assumed $ 8,580 $ 28,104 $ 3,277 $ 969 $ 2,807 Goodwill 8,472 8,021 6,298 7,792 17,996 Consideration transferred $ 19,928 $ 60,088 $ 15,196 $ 11,450 $ 15,189 (1) The purchase price allocation for the Right Away acquisition is subject to change pending determination of the fair value of the Right Away Earn-out and identifiable intangible assets. The fair value of the Right Away acquired accounts receivable is $1.8 million , with a gross contractual amount of $2.2 million . We do not expect to collect $0.4 million of the Right Away acquired accounts receivable. (2) The purchase price allocations for the Ferrara Bros., Colonial, and DuBrook acquisitions are preliminary and remain subject to adjustments, including, but not limited to, adjustments related to working capital, the fair value of the Ferrara Bros. Contingent Consideration and the DuBrook Earn-out, identifiable intangible assets, and certain accrued liabilities. The fair values of the DuBrook and Colonial acquired accounts receivable approximate the gross contractual amounts as of the respective acquisition dates. The fair value of the Ferrara Bros. acquired accounts receivable is $13.2 million , pending further analysis, with a gross contractual amount of $14.3 million . We do not expect to collect $1.1 million of the Ferrara Bros. acquired accounts receivable, pending further review. (3) Consideration transferred for Ferrara Bros. includes approximately 442,000 shares of our common stock valued at approximately $15.1 million on the date of issuance. (4) The purchase price allocation for the Wantage acquisition has not been completed yet, including, but not limited to, the fair value of working capital, identifiable intangible assets and property, plant and equipment. The following table presents the allocation of the consideration paid for the 2014 acquisitions to the net tangible and intangible assets acquired and liabilities assumed based on the estimated fair values as of the respective acquisition dates (in thousands). 2014 Acquisitions Custom-Crete (1) NYSS Mobile-Crete (2) All Other (3) Accounts receivable (4) $ 3,669 $ 5,898 $ 2,578 $ — Inventory 522 1,161 336 295 Other current assets — 134 — 102 Property, plant and equipment 11,802 1,442 4,156 7,400 Definite-lived intangible assets 9,600 5,042 8,630 4,722 Total assets acquired $ 25,593 $ 13,677 $ 15,700 $ 12,519 Current liabilities 2,598 2,539 2,148 — Long-term liabilities 473 — 736 — Total liabilities assumed $ 3,071 $ 2,539 $ 2,884 $ — Goodwill 13,277 3,260 8,685 4,050 Consideration paid $ 35,799 $ 14,398 $ 21,501 $ 16,569 (1) The purchase price allocation for the Custom-Crete acquisition is subject to change pending payment for the division of certain shared properties. (2) The fair value of the assets acquired and the liabilities assumed in the Mobile-Crete acquisition is preliminary and remains subject to adjustments, including, but not limited to, adjustments related to the fair value of identifiable intangible assets. (3) Consideration paid for acquisitions included in the caption "All Other" above includes $1.1 million of notes payable to previous owners. (4) The fair value of the acquired accounts receivable approximates the gross contractual amounts as of the respective acquisition dates. |
Major Classes of Intangible Assets Acquired | The major classes of intangible assets acquired in the 2014 and 2015 acquisitions were as follows (in thousands): Weighted Average Amortization Period (In Years) Fair Value At Acquisition Date Trade names 23.51 $ 37,972 Customer relationships 8.70 25,069 Non-compete agreements 4.92 10,167 Leasehold interests 11.31 7,092 Favorable contract 3.50 3,650 Backlog 1.00 1,640 Total $ 85,590 Our purchased intangible assets were as follows (in thousands): September 30, 2015 Gross Accumulated Amortization Net Weighted Average Remaining Life (In Years) Trade names $ 39,272 $ (1,408 ) $ 37,864 22.69 Customer relationships 38,569 (6,261 ) 32,308 7.80 Non-compete agreements 10,167 (1,693 ) 8,474 4.12 Leasehold interests 7,092 (484 ) 6,608 10.70 Favorable contract 3,650 (608 ) 3,042 2.92 Backlog 1,640 (820 ) 820 0.50 Total purchased intangible assets $ 100,390 $ (11,274 ) $ 89,116 13.75 December 31, 2014 Gross Accumulated Amortization Net Weighted Average Remaining Life (In Years) Customer relationships $ 23,540 $ (3,214 ) $ 20,326 8.06 Non-compete agreements 4,421 (218 ) 4,203 4.58 Trade names 4,200 (330 ) 3,870 9.31 Leasehold interests 3,382 (61 ) 3,321 9.63 Total purchased intangible assets $ 35,543 $ (3,823 ) $ 31,720 7.91 |
Estimated Future Aggregate Amortization Expense of Intangible Assets Acquired | As of September 30, 2015 , the estimated future aggregate amortization expense of intangible assets from the 2014 and 2015 acquisitions was as follows (in thousands): Year Ending December 31, 2015 (remainder of the year) $ 2,520 2016 9,077 2017 8,470 2018 8,073 2019 6,915 Thereafter 43,578 Total $ 78,633 As of September 30, 2015 , the estimated remaining amortization of our finite-lived intangible assets was as follows (in thousands): Year Ending December 31, 2015 (remainder of the year) $ 2,890 2016 10,557 2017 9,950 2018 9,553 2019 8,395 Thereafter 47,771 Total $ 89,116 |
Pro Forma Information | Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Revenue from continuing operations $ 295,111 $ 261,546 $ 741,088 $ 684,798 Net income (loss) $ 3,748 $ 15,247 $ (2,009 ) $ 18,323 Income (loss) per share, basic $ 0.26 $ 1.13 $ (0.14 ) $ 1.35 Income (loss) per share, diluted $ 0.24 $ 1.10 $ (0.14 ) $ 1.32 |
Adjustments Reflected in Pro Forma Net Loss and Net Loss Per Share Amounts | The unaudited pro forma net income (loss) and net income (loss) per share amounts above reflect the following adjustments: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 (Decrease) increase in intangible amortization expense $ (1,549 ) $ 2,514 $ 183 $ 7,542 Decrease in depreciation expense — (135 ) (231 ) (423 ) Exclusion of buyer transaction costs (527 ) (480 ) (2,091 ) (542 ) Exclusion of seller transaction costs — — (46 ) — Exclusion of pension expense for pension plan not acquired — 261 212 625 Exclusion of segment results for segment not acquired — (201 ) (99 ) (253 ) Increase in interest expense — 269 243 754 Increase (decrease) in income tax expense (53 ) (1,442 ) 3,185 (2,515 ) Net adjustments $ (2,129 ) $ 786 $ 1,356 $ 5,188 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Results of Discontinued Operations | The results of these discontinued operations were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Revenue $ — $ 2,017 $ 5,523 $ 6,900 Operating expenses excluding depreciation, depletion and amortization 96 2,294 5,825 7,396 Loss from discontinued operations (96 ) (277 ) (302 ) (496 ) Loss (gain) on sale of assets — 1 92 (639 ) (Loss) income from discontinued operations, before income taxes (96 ) (278 ) (394 ) 143 Income tax (benefit) expense (2 ) (19 ) (3 ) 188 Loss from discontinued operations, net of taxes $ (94 ) $ (259 ) $ (391 ) $ (45 ) |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consisted of the following (in thousands): September 30, 2015 December 31, 2014 Raw materials $ 32,078 $ 29,263 Building materials for resale 1,908 1,479 Other 952 980 Total inventories $ 34,938 $ 31,722 |
GOODWILL AND INTANGIBLE ASSET28
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Goodwill by Reportable Segment | The changes in goodwill by reportable segment from January 1, 2015 to September 30, 2015 were as follows (in thousands): September 30, 2015 Ready-Mixed Concrete Segment Aggregate Products Segment Other Non-Reportable Segments Total Balance at January 1, 2015 $ 47,757 $ — $ 3,000 $ 50,757 2015 acquisitions (See Note 3) 30,583 20,856 — 51,439 All other purchase price allocation adjustments (See Note 3) (10,071 ) — 260 (9,811 ) Balance at September 30, 2015 $ 68,269 $ 20,856 $ 3,260 $ 92,385 |
Schedule of Purchased Intangible Assets | The major classes of intangible assets acquired in the 2014 and 2015 acquisitions were as follows (in thousands): Weighted Average Amortization Period (In Years) Fair Value At Acquisition Date Trade names 23.51 $ 37,972 Customer relationships 8.70 25,069 Non-compete agreements 4.92 10,167 Leasehold interests 11.31 7,092 Favorable contract 3.50 3,650 Backlog 1.00 1,640 Total $ 85,590 Our purchased intangible assets were as follows (in thousands): September 30, 2015 Gross Accumulated Amortization Net Weighted Average Remaining Life (In Years) Trade names $ 39,272 $ (1,408 ) $ 37,864 22.69 Customer relationships 38,569 (6,261 ) 32,308 7.80 Non-compete agreements 10,167 (1,693 ) 8,474 4.12 Leasehold interests 7,092 (484 ) 6,608 10.70 Favorable contract 3,650 (608 ) 3,042 2.92 Backlog 1,640 (820 ) 820 0.50 Total purchased intangible assets $ 100,390 $ (11,274 ) $ 89,116 13.75 December 31, 2014 Gross Accumulated Amortization Net Weighted Average Remaining Life (In Years) Customer relationships $ 23,540 $ (3,214 ) $ 20,326 8.06 Non-compete agreements 4,421 (218 ) 4,203 4.58 Trade names 4,200 (330 ) 3,870 9.31 Leasehold interests 3,382 (61 ) 3,321 9.63 Total purchased intangible assets $ 35,543 $ (3,823 ) $ 31,720 7.91 |
Estimated Remaining Amortization of Finite-Lived Intangible Assets | As of September 30, 2015 , the estimated future aggregate amortization expense of intangible assets from the 2014 and 2015 acquisitions was as follows (in thousands): Year Ending December 31, 2015 (remainder of the year) $ 2,520 2016 9,077 2017 8,470 2018 8,073 2019 6,915 Thereafter 43,578 Total $ 78,633 As of September 30, 2015 , the estimated remaining amortization of our finite-lived intangible assets was as follows (in thousands): Year Ending December 31, 2015 (remainder of the year) $ 2,890 2016 10,557 2017 9,950 2018 9,553 2019 8,395 Thereafter 47,771 Total $ 89,116 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Liabilities | Our accrued liabilities were as follows (in thousands): September 30, 2015 December 31, 2014 Accrued materials $ 19,791 $ 14,319 Accrued insurance reserves 12,775 10,512 Accrued compensation and benefits 12,972 11,251 Accrued property, sales and other taxes 7,055 5,235 Contingent consideration, current portion 2,715 2,250 Deferred rent 1,880 2,126 Accrued interest 5,801 1,487 Other 5,082 3,211 Total accrued liabilities $ 68,071 $ 50,391 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Summary of Debt and Capital Leases | A summary of our debt and capital leases is as follows (in thousands): September 30, 2015 December 31, 2014 Senior secured notes due 2018 $ 200,000 $ 200,000 Senior secured credit facility expiring 2018 56,250 — Convertible notes due 2015 — 117 Capital leases 14,678 7,395 Other financing 21,139 12,925 Total debt 292,067 220,437 Less: current maturities 8,883 5,104 Long-term debt, net of current maturities $ 283,184 $ 215,333 |
DERIVATIVES (Tables)
DERIVATIVES (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Derivative Instruments | Our derivative instruments are summarized as follows (in thousands): Fair Value Derivative Instruments Not Designated As Hedging Instruments Under ASC 815 Balance Sheet Location September 30, 2015 December 31, 2014 Warrants Derivative liabilities $ 65,384 $ 25,246 |
Effect of Derivative Instruments on the Statements of Operations | The following tables present the effect of derivative instruments on our condensed consolidated statements of operations for the three and nine months ended September 30, 2015 and 2014 , 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 September 30, 2015 September 30, 2014 Warrants Derivative gain / (loss) $ (26,854 ) $ 65 Nine Months Ended Derivative Instruments Not Designated As Location Of Income/(Loss) Recognized September 30, 2015 September 30, 2014 Warrants Derivative loss $ (46,401 ) $ (2,306 ) |
Volume Position of Derivative Instruments | Warrant volume positions represent the number of shares of common stock underlying the instruments. The table below presents our volume positions (in thousands) as of September 30, 2015 and December 31, 2014 : Number Of Shares Derivative Instruments Not Designated As Hedging Instruments Under ASC 815 September 30, 2015 December 31, 2014 Warrants 2,736 2,999 |
FAIR VALUE DISCLOSURES (Tables)
FAIR VALUE DISCLOSURES (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Hierarchy for Liabilities Measured at Fair Value on a Recurring Basis | The following tables present our fair value hierarchy for liabilities measured at fair value on a recurring basis (in thousands): September 30, 2015 Total Level 1 Level 2 Level 3 Derivative – Warrants $ 65,384 $ — $ 65,384 $ — Contingent consideration, including current portion (1) (2) (3) (4) (5) (6) 28,659 — — 28,659 $ 94,043 $ — $ 65,384 $ 28,659 December 31, 2014 Total Level 1 Level 2 Level 3 Derivative – Warrants $ 25,246 $ — $ — $ 25,246 Contingent consideration (1) (2) 5,344 — — 5,344 $ 30,590 $ — $ — $ 30,590 (1) The current portion of contingent consideration is included in accrued liabilities in our condensed consolidated balance sheets. The long-term portion of contingent consideration is included in other long-term obligations and deferred credits in our condensed consolidated balance sheets. (2) Includes the fair value of the Bode Earn-out, as defined below. 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 were capped at a fair value of $3.5 million and $5.3 million as of September 30, 2015 and December 31, 2014 . (3) Includes the fair value of the Mobile-Crete Earn-out (see Note 3). The fair value was determined based on expected payouts that will be due to the former owners based on probability-weighted assumptions related to average annual WTI prices reaching certain predetermined levels from December 8, 2014 through December 7, 2016. The fair value of the Mobile-Crete Earn-out was $0.1 million as of September 30, 2015 . (4) Includes the fair value of the Right Away Earn-out (see Note 3). The fair value was determined based on expected payouts that will be due to the former owners based on probability-weighted assumptions related to the achievement of sales volume milestones, using a discount rate of 9.25% . The fair value of the Right Away Earn-out was $3.9 million as of September 30, 2015 . (5) Includes the fair value of the Ferrara Bros. Contingent Consideration (see Note 3). The fair value was determined based on the expected vesting of incentive awards granted to the former owners at acquisition based on probability-weighted assumptions related to the achievement of certain EBITDA thresholds, using a discount rate of 11.25% . The fair value of the Ferrara Bros. Contingent Consideration was $21.1 million as of September 30, 2015 . (6) The fair value of the DuBrook Earn-out (see Note 3) is excluded because it is pending valuation, which will be completed as soon as practical, but no later than one year from the acquisition date. |
Reconciliation of the Changes in Level 3 Fair Value Measurements | A reconciliation of the changes in Level 3 fair value measurements from December 31, 2014 to September 30, 2015 is provided below (in thousands): Warrants Contingent Consideration Balance at December 31, 2014 $ 25,246 $ 5,344 Acquisitions — 26,566 Total losses (gains) included in earnings (1) 19,551 (1,387 ) Payment on Bode Earn-out — (1,864 ) Write-off of derivative on exercised Warrants (2) (4 ) — Issuances of equity, net of cash proceeds (3) (56 ) — Transfer out (4) (44,737 ) — Balance at September 30, 2015 $ — $ 28,659 (1) Represents the loss on revaluation of Warrants, which is included in derivative loss in our condensed consolidated statements of operations and the net gain on revaluation of contingent consideration, which is included in gain on revaluation of contingent consideration in our condensed consolidated statements of operations. (2) Represents the pro rata portion of the derivative liability associated with exercised Warrants measured at the date of share issuance, which is included in derivative loss in our condensed consolidated statements of operations. (3) Represents the pro rata portion of the derivative liability associated with exercised Warrants measured at the date of share issuance, which is included in additional paid-in capital in our condensed consolidated balance sheets. (4) Transfer out of Level 3 financial liabilities was due to changes in the observability of market inputs used in the valuation of our Warrants. The transfer was measured as of June 30, 2015, the end of the period in which the transfer occurred |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Information Regarding Common Stock | The following table presents information regarding our common stock (in thousands): September 30, 2015 December 31, 2014 Shares authorized 100,000 100,000 Shares outstanding at end of period 14,643 13,978 Shares held in treasury 842 697 |
NET EARNINGS (LOSS) PER SHARE (
NET EARNINGS (LOSS) PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of the Components of the Basic and Diluted Earnings Per Share Calculations | The following is a reconciliation of the components of the basic and diluted earnings per share calculations for the three and nine months ended September 30, 2015 and 2014 , in thousands: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Numerator: Income from continuing operations $ 1,713 $ 13,266 $ 1,229 $ 19,760 Loss from discontinued operations, net of taxes (94 ) (259 ) (391 ) (45 ) Numerator for diluted earnings per share $ 1,619 $ 13,007 $ 838 $ 19,715 Denominator: Basic weighted average common shares outstanding 14,223 13,497 13,946 13,540 Restricted stock and restricted stock units 150 190 193 222 Warrants 1,434 180 1,098 109 Stock options 15 9 14 11 Denominator for diluted earnings per share 15,822 13,876 15,251 13,882 |
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 or they have not met their performance target: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Potentially dilutive shares: Unvested restricted stock and restricted stock units — 71 — 83 Stock options — 10 — 14 Warrants — 1,500 — 1,500 Total potentially dilutive shares — 1,581 — 1,597 |
BUSINESS SEGMENTS (Tables)
BUSINESS SEGMENTS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Continuing Operations by Reportable Segment | The following tables set forth certain financial information relating to our continuing operations by reportable segment (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Revenue: Ready-mixed concrete Sales to external customers $ 264,428 $ 175,876 $ 638,491 $ 473,977 Aggregate products Sales to external customers 10,970 11,127 25,063 23,071 Intersegment sales 7,990 6,013 18,436 15,438 Total aggregate products 18,960 17,140 43,499 38,509 Total reportable segment revenue 283,388 193,016 681,990 512,486 Other products and eliminations 11,723 4,573 29,154 11,718 Total revenue $ 295,111 $ 197,589 $ 711,144 $ 524,204 Reportable Segment Adjusted EBITDA: Ready-mixed concrete $ 46,042 $ 26,641 $ 100,262 $ 63,642 Aggregate products 6,403 4,045 10,372 7,390 Total reportable segment Adjusted EBITDA $ 52,445 $ 30,686 $ 110,634 $ 71,032 Reconciliation Of Reportable Segment Adjusted EBITDA To Income (Loss) From Continuing Operations Before Income Taxes: Total reportable segment Adjusted EBITDA $ 52,445 $ 30,686 $ 110,634 $ 71,032 Other products and eliminations income from operations 2,821 1,326 5,708 2,654 Corporate overhead (10,619 ) (7,897 ) (29,519 ) (21,339 ) Depreciation, depletion and amortization for reportable segments (11,442 ) (5,196 ) (27,665 ) (13,971 ) Interest expense, net (5,446 ) (5,080 ) (15,966 ) (15,145 ) Corporate derivative (loss) gain (26,854 ) 65 (46,401 ) (2,306 ) Gain on revaluation of contingent consideration 723 — 1,387 — Corporate and other products and eliminations other income, net 63 150 246 375 Income (loss) from continuing operations before income taxes $ 1,691 $ 14,054 $ (1,576 ) $ 21,300 Capital Expenditures: Ready-mixed concrete $ 2,733 $ 6,294 $ 6,606 $ 19,251 Aggregate products 764 2,393 3,124 8,483 Other products and corporate 1,842 579 3,033 1,426 Total capital expenditures $ 5,339 $ 9,266 $ 12,763 $ 29,160 Revenue By Product: Ready-mixed concrete $ 264,428 $ 175,876 $ 638,491 $ 473,977 Aggregate products 10,970 11,127 25,063 23,071 Building materials 4,869 4,516 13,359 12,209 Lime 3,585 3,335 6,916 8,444 Hauling 1,910 1,362 4,039 3,292 Other 9,349 1,373 23,276 3,211 Total revenue $ 295,111 $ 197,589 $ 711,144 $ 524,204 Identifiable Property, Plant And Equipment Assets: As of September 30, 2015 As of December 31, 2014 Ready-mixed concrete $ 165,732 $ 126,141 Aggregate products 43,587 40,878 Other products and corporate 13,061 9,505 Total identifiable assets $ 222,380 $ 176,524 |
ACQUISITIONS AND DISPOSITIONS -
ACQUISITIONS AND DISPOSITIONS - Allocation of Consideration Paid to Net Tangible and Intangible Assets Acquired and Liabilities Assumed (Details) - USD ($) shares in Thousands, $ in Thousands | Sep. 24, 2015 | Apr. 01, 2015 | Dec. 31, 2014 | Sep. 30, 2015 | May. 29, 2015 | May. 21, 2015 | Feb. 23, 2015 | Dec. 05, 2014 | Oct. 20, 2014 |
Business Acquisition [Line Items] | |||||||||
Goodwill | $ 50,757 | $ 92,385 | |||||||
Right Away Redy Mix, Inc. [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash | $ 928 | ||||||||
Accounts receivable | 1,832 | ||||||||
Inventory | 348 | ||||||||
Other current assets | 196 | ||||||||
Property, plant and equipment | 9,696 | ||||||||
Definite-lived intangible assets | 7,036 | ||||||||
Total assets acquired | 20,036 | ||||||||
Current liabilities | 1,392 | ||||||||
Long-term deferred income tax | 3,315 | ||||||||
Other long-term liabilities | 3,873 | ||||||||
Total liabilities assumed | 8,580 | ||||||||
Goodwill | 8,472 | ||||||||
Consideration transferred | 19,928 | ||||||||
Accounts receivable, gross contractual amount | 2,200 | ||||||||
Accounts receivable, amount not collectible | $ 400 | ||||||||
Ferrara Bros. Building Materials Corp. [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash | $ 67 | ||||||||
Accounts receivable | 13,154 | ||||||||
Inventory | 1,434 | ||||||||
Other current assets | 1,534 | ||||||||
Property, plant and equipment | 13,422 | ||||||||
Definite-lived intangible assets | 50,560 | ||||||||
Total assets acquired | 80,171 | ||||||||
Current liabilities | 7,004 | ||||||||
Long-term deferred income tax | 0 | ||||||||
Other long-term liabilities | 21,100 | ||||||||
Total liabilities assumed | 28,104 | ||||||||
Goodwill | 8,021 | ||||||||
Consideration transferred | 60,088 | ||||||||
Accounts receivable, gross contractual amount | 14,300 | ||||||||
Accounts receivable, amount not collectible | $ 1,100 | ||||||||
Number of shares issued for payment on acquisition (in shares) | 442 | ||||||||
Common stock paid on acquisition | $ 15,100 | ||||||||
Colonial Concrete Co. [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash | $ 888 | ||||||||
Accounts receivable | 4,305 | ||||||||
Inventory | 378 | ||||||||
Other current assets | 279 | ||||||||
Property, plant and equipment | 6,325 | ||||||||
Definite-lived intangible assets | 0 | ||||||||
Total assets acquired | 12,175 | ||||||||
Current liabilities | 3,277 | ||||||||
Long-term deferred income tax | 0 | ||||||||
Other long-term liabilities | 0 | ||||||||
Total liabilities assumed | 3,277 | ||||||||
Goodwill | 6,298 | ||||||||
Consideration transferred | $ 15,196 | ||||||||
DuBrook Concrete, Inc. [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash | $ 0 | ||||||||
Accounts receivable | 1,218 | ||||||||
Inventory | 349 | ||||||||
Other current assets | 739 | ||||||||
Property, plant and equipment | 2,321 | ||||||||
Definite-lived intangible assets | 0 | ||||||||
Total assets acquired | 4,627 | ||||||||
Current liabilities | 910 | ||||||||
Long-term deferred income tax | 0 | ||||||||
Other long-term liabilities | 59 | ||||||||
Total liabilities assumed | 969 | ||||||||
Goodwill | 7,792 | ||||||||
Consideration transferred | $ 11,450 | ||||||||
Wantage Stone [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash | $ 0 | ||||||||
Accounts receivable | 0 | ||||||||
Inventory | 0 | ||||||||
Other current assets | 0 | ||||||||
Property, plant and equipment | 0 | ||||||||
Definite-lived intangible assets | 0 | ||||||||
Total assets acquired | 0 | ||||||||
Current liabilities | 1,000 | ||||||||
Long-term deferred income tax | 0 | ||||||||
Other long-term liabilities | 1,807 | ||||||||
Total liabilities assumed | 2,807 | ||||||||
Goodwill | 17,996 | ||||||||
Consideration transferred | 15,189 | ||||||||
Consideration - liabilities incurred | $ 3,000 | ||||||||
Custom-Crete [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Accounts receivable | $ 3,669 | ||||||||
Inventory | 522 | ||||||||
Other current assets | 0 | ||||||||
Property, plant and equipment | 11,802 | ||||||||
Definite-lived intangible assets | 9,600 | ||||||||
Total assets acquired | 25,593 | ||||||||
Current liabilities | 2,598 | ||||||||
Other long-term liabilities | 473 | ||||||||
Total liabilities assumed | 3,071 | ||||||||
Goodwill | 13,277 | ||||||||
Consideration transferred | 35,799 | ||||||||
NYSS [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Accounts receivable | 5,898 | ||||||||
Inventory | 1,161 | ||||||||
Other current assets | 134 | ||||||||
Property, plant and equipment | 1,442 | ||||||||
Definite-lived intangible assets | 5,042 | ||||||||
Total assets acquired | 13,677 | ||||||||
Current liabilities | 2,539 | ||||||||
Other long-term liabilities | 0 | ||||||||
Total liabilities assumed | 2,539 | ||||||||
Goodwill | 3,260 | ||||||||
Consideration transferred | $ 14,398 | ||||||||
Mobile Crete [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Accounts receivable | $ 2,578 | ||||||||
Inventory | 336 | ||||||||
Other current assets | 0 | ||||||||
Property, plant and equipment | 4,156 | ||||||||
Definite-lived intangible assets | 8,630 | ||||||||
Total assets acquired | 15,700 | ||||||||
Current liabilities | 2,148 | ||||||||
Other long-term liabilities | 736 | ||||||||
Total liabilities assumed | 2,884 | ||||||||
Goodwill | 8,685 | ||||||||
Consideration transferred | $ 21,501 | ||||||||
All Other Acquisitions [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Accounts receivable | 0 | ||||||||
Inventory | 295 | ||||||||
Other current assets | 102 | ||||||||
Property, plant and equipment | 7,400 | ||||||||
Definite-lived intangible assets | 4,722 | ||||||||
Total assets acquired | 12,519 | ||||||||
Current liabilities | 0 | ||||||||
Other long-term liabilities | 0 | ||||||||
Total liabilities assumed | 0 | ||||||||
Goodwill | 4,050 | ||||||||
Consideration transferred | 16,569 | ||||||||
New York and Texas [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Consideration - liabilities incurred | $ 1,100 |
ACQUISITIONS AND DISPOSITIONS37
ACQUISITIONS AND DISPOSITIONS - Major Classes of Intangible Assets Acquired (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period (In Years) | 13 years 9 months | 7 years 10 months 28 days |
Trade names [Member] | ||
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period (In Years) | 22 years 8 months 8 days | 9 years 3 months 22 days |
Customer relationships [Member] | ||
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period (In Years) | 7 years 9 months 18 days | 8 years 22 days |
Non-compete agreements [Member] | ||
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period (In Years) | 4 years 1 month 13 days | 4 years 6 months 29 days |
Leasehold interests [Member] | ||
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period (In Years) | 10 years 8 months 12 days | 9 years 7 months 17 days |
Favorable contract [Member] | ||
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period (In Years) | 2 years 11 months 1 day | |
Backlog [Member] | ||
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period (In Years) | 6 months | |
Acquisitions in 2014 and 2015 [Member] | ||
Business Acquisition [Line Items] | ||
Fair Value At Acquisition Date | $ 85,590 | |
Acquisitions in 2014 and 2015 [Member] | Trade names [Member] | ||
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period (In Years) | 23 years 6 months 4 days | |
Fair Value At Acquisition Date | $ 37,972 | |
Acquisitions in 2014 and 2015 [Member] | Customer relationships [Member] | ||
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period (In Years) | 8 years 8 months 12 days | |
Fair Value At Acquisition Date | $ 25,069 | |
Acquisitions in 2014 and 2015 [Member] | Non-compete agreements [Member] | ||
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period (In Years) | 4 years 11 months 1 day | |
Fair Value At Acquisition Date | $ 10,167 | |
Acquisitions in 2014 and 2015 [Member] | Leasehold interests [Member] | ||
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period (In Years) | 11 years 3 months 22 days | |
Fair Value At Acquisition Date | $ 7,092 | |
Acquisitions in 2014 and 2015 [Member] | Favorable contract [Member] | ||
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period (In Years) | 3 years 6 months | |
Fair Value At Acquisition Date | $ 3,650 | |
Acquisitions in 2014 and 2015 [Member] | Backlog [Member] | ||
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period (In Years) | 1 year | |
Fair Value At Acquisition Date | $ 1,640 |
ACQUISITIONS AND DISPOSITIONS38
ACQUISITIONS AND DISPOSITIONS - Estimated Future Aggregate Amortization Expense of Intangible Assets Acquired (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||
2015 (remainder of the year) | $ 2,890 | |
2,016 | 10,557 | |
2,017 | 9,950 | |
2,018 | 9,553 | |
2,019 | 8,395 | |
Thereafter | 47,771 | |
Total | 89,116 | $ 31,720 |
Acquisitions in 2014 and 2015 [Member] | ||
Business Acquisition [Line Items] | ||
2015 (remainder of the year) | 2,520 | |
2,016 | 9,077 | |
2,017 | 8,470 | |
2,018 | 8,073 | |
2,019 | 6,915 | |
Thereafter | 43,578 | |
Total | $ 78,633 |
ACQUISITIONS AND DISPOSITIONS39
ACQUISITIONS AND DISPOSITIONS - Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Business Combinations [Abstract] | ||||
Revenue from continuing operations | $ 295,111 | $ 261,546 | $ 741,088 | $ 684,798 |
Net income (loss) | $ 3,748 | $ 15,247 | $ (2,009) | $ 18,323 |
Income (loss) per share, basic (in dollars per share) | $ 0.26 | $ 1.13 | $ (0.14) | $ 1.35 |
Income (loss) per share, diluted (in dollars per share) | $ 0.24 | $ 1.10 | $ (0.14) | $ 1.32 |
ACQUISITIONS AND DISPOSITIONS40
ACQUISITIONS AND DISPOSITIONS - Adjustments Reflected in Pro Forma Net Loss and Net Loss Per Share Amounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
(Decrease) increase in intangible amortization expense | $ 4,100 | $ 500 | $ 7,500 | $ 1,200 |
Increase in interest expense | 5,446 | 5,080 | 15,966 | 15,145 |
Increase (decrease) in income tax expense | (22) | 788 | (2,805) | 1,540 |
Net adjustments | (3,748) | (15,247) | 2,009 | (18,323) |
Acquisition-related adjustments [Member] | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
(Decrease) increase in intangible amortization expense | (1,549) | 2,514 | 183 | 7,542 |
Decrease in depreciation expense | 0 | (135) | (231) | (423) |
Exclusion of buyer transaction costs | (527) | (480) | (2,091) | (542) |
Exclusion of seller transaction costs | 0 | 0 | (46) | 0 |
Exclusion of pension expense for pension plan not acquired | 0 | 261 | 212 | 625 |
Exclusion of segment results for segment not acquired | 0 | (201) | (99) | (253) |
Increase in interest expense | 0 | 269 | 243 | 754 |
Increase (decrease) in income tax expense | (53) | (1,442) | 3,185 | (2,515) |
Net adjustments | $ (2,129) | $ 786 | $ 1,356 | $ 5,188 |
ACQUISITIONS AND DISPOSITIONS41
ACQUISITIONS AND DISPOSITIONS - Narrative (Details) shares in Thousands | Sep. 24, 2015USD ($)a | Aug. 27, 2015operation | Jun. 02, 2015USD ($)Business | May. 29, 2015USD ($)Processing_FacilityMixer_Truck | May. 21, 2015USD ($)Processing_FacilityMixer_Truck | Apr. 01, 2015USD ($)Processing_FacilityMixer_Truckshares | Feb. 23, 2015USD ($)Processing_FacilityMixer_Truck | Dec. 05, 2014USD ($) | Oct. 20, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($)Processing_FacilityMixer_TruckBusiness | Sep. 30, 2015Business | Oct. 29, 2013USD ($) |
Business Acquisition [Line Items] | ||||||||||||||||
Intangible assets acquired, amortization period | 13 years 9 months | 7 years 10 months 28 days | ||||||||||||||
Intangible assets amortization expense | $ 4,100,000 | $ 500,000 | $ 7,500,000 | $ 1,200,000 | ||||||||||||
Number of acquired companies for which financial information was available and are included in pro forma information | Business | 10 | |||||||||||||||
Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] | Precast Concrete Operations in Pennsylvania [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number of businesses sold | Business | 1 | |||||||||||||||
Proceeds from sale of productive assets, cash portion | $ 300,000 | |||||||||||||||
Proceeds from sale, promissory note | 1,200,000 | |||||||||||||||
Proceeds from sale, promissory note, discount | $ 100,000 | |||||||||||||||
Note receivable, term | 2 years | |||||||||||||||
Note receivable, effective interest rate | 3.19% | |||||||||||||||
Revolving Credit Facility [Member] | Senior secured credit facility expiring 2018 [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Borrowing capacity under credit agreements | $ 175,000,000 | |||||||||||||||
New York and Texas [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Cash paid for acquisition | $ 15,500,000 | |||||||||||||||
Number of plants acquired | Processing_Facility | 7 | |||||||||||||||
Consideration - liabilities incurred | $ 1,100,000 | |||||||||||||||
Number of business acquisitions | Business | 6 | |||||||||||||||
Right Away Redy Mix, Inc. [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Cash paid for acquisition | $ 18,000,000 | |||||||||||||||
Closing adjustments | 900,000 | |||||||||||||||
Post-closing/working capital adjustments | $ 1,100,000 | |||||||||||||||
Acquisition contingent consideration arrangement, term of arrangement | 6 years | |||||||||||||||
Right Away Redy Mix, Inc. [Member] | Northern California [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number of facilities acquired | Processing_Facility | 4 | |||||||||||||||
Number of mixer trucks acquired | Mixer_Truck | 49 | |||||||||||||||
Right Away Redy Mix, Inc. [Member] | Earn-out Payment [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Accrual for total contingent consideration | $ 6,000,000 | |||||||||||||||
Ferrara Bros. Building Materials Corp. [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Cash paid for acquisition | $ 45,000,000 | |||||||||||||||
Acquisition contingent consideration arrangement, term of arrangement | 4 years | |||||||||||||||
Number of shares issued for payment on acquisition (in shares) | shares | 442 | |||||||||||||||
Common stock paid on acquisition | $ 15,100,000 | |||||||||||||||
Ferrara Bros. Building Materials Corp. [Member] | New York and New Jersey [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number of facilities acquired | Processing_Facility | 4 | |||||||||||||||
Number of mixer trucks acquired | Mixer_Truck | 89 | |||||||||||||||
Number of plants acquired | Processing_Facility | 6 | |||||||||||||||
Ferrara Bros. Building Materials Corp. [Member] | Earn-out Payment [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Accrual for total contingent consideration | $ 35,000,000 | |||||||||||||||
Colonial Concrete Co. [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Cash paid for acquisition | $ 15,000,000 | |||||||||||||||
Closing adjustments | $ 200,000 | |||||||||||||||
Colonial Concrete Co. [Member] | New York and New Jersey [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number of mixer trucks acquired | Mixer_Truck | 40 | |||||||||||||||
Number of plants acquired | Processing_Facility | 4 | |||||||||||||||
Number of locations where plants acquired | Processing_Facility | 3 | |||||||||||||||
DuBrook Concrete, Inc. [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Cash paid for acquisition | $ 11,500,000 | |||||||||||||||
Acquisition contingent consideration arrangement, term of arrangement | 4 years | |||||||||||||||
DuBrook Concrete, Inc. [Member] | Washington, D.C. [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number of mixer trucks acquired | Mixer_Truck | 42 | |||||||||||||||
Number of plants acquired | Processing_Facility | 3 | |||||||||||||||
DuBrook Concrete, Inc. [Member] | Earn-out Payment [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Accrual for total contingent consideration | $ 1,000,000 | |||||||||||||||
Wantage Stone [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Cash paid for acquisition | $ 15,200,000 | |||||||||||||||
Consideration - liabilities incurred | $ 3,000,000 | |||||||||||||||
Consideration - liabilities incurred, term of payment | 3 years | |||||||||||||||
Wantage Stone [Member] | Land [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Area of property and rights acquired (in acres) | a | 80 | |||||||||||||||
Wantage Stone [Member] | Mining Properties and Mineral Rights [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Area of property and rights acquired (in acres) | a | 77 | |||||||||||||||
Series of Individually Immaterial Business Acquisitions [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number of operations acquired | operation | 2 | |||||||||||||||
Custom-Crete [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Cash paid for acquisition | $ 37,400,000 | |||||||||||||||
Post-closing/working capital adjustments | 1,600,000 | |||||||||||||||
Mobile Crete [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Cash paid for acquisition | $ 21,500,000 | |||||||||||||||
Earn-out payments tied to price of crude oil | 1,500,000 | |||||||||||||||
Mobile Crete [Member] | Earn-out Payment [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Accrual for total contingent consideration | $ 3,000,000 | |||||||||||||||
Custom-Crete and Mobile-Crete [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Number of volumetric concrete facilities acquired | Processing_Facility | 16 | |||||||||||||||
Number of volumetric concrete trucks acquired | Mixer_Truck | 109 | |||||||||||||||
New York Sand And Stone, LLC [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Cash paid for acquisition | 15,200,000 | |||||||||||||||
Post-closing/working capital adjustments | $ 800,000 | |||||||||||||||
Acquisitions in 2014 and 2015 [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Intangible assets amortization expense | 3,700,000 | 6,300,000 | ||||||||||||||
Revenue of acquiree following acquisition date | 74,000,000 | 1,300,000 | 156,700,000 | 2,400,000 | ||||||||||||
Income from operations of acquiree following acquisition date | 5,400,000 | $ 100,000 | $ 9,600,000 | $ 200,000 | ||||||||||||
Acquisitions in 2014 and 2015 [Member] | Minimum [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Intangible assets acquired, amortization period | 1 year | |||||||||||||||
Acquisitions in 2014 and 2015 [Member] | Maximum [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Intangible assets acquired, amortization period | 25 years | |||||||||||||||
Acquisitions in 2014 and 2015 [Member] | Restatement Adjustment [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Intangible assets amortization expense | $ 1,100,000 |
DISCONTINUED OPERATIONS - Narra
DISCONTINUED OPERATIONS - Narrative (Details) $ in Millions | Jun. 02, 2015USD ($)Business | Mar. 31, 2014USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net cash used in operating activities, discontinued operations | $ 0.2 | $ 1.5 | ||
Net cash provided by investing activities, discontinued operations | $ 0.2 | $ 1.5 | ||
Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] | Precast Concrete Operations in Pennsylvania [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Number of businesses sold | Business | 1 | |||
Proceeds from sale of productive assets, cash portion | $ 0.3 | |||
Proceeds from sale, promissory note | 1.2 | |||
Proceeds from sale, promissory note, discount | 0.1 | |||
Loss (gain) on sale | $ 0.1 | |||
Discontinued Operations, Held-for-sale or Disposed of by Sale [Member] | California Precast Operations [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Proceeds from sale of productive assets, cash portion | $ 1.5 | |||
Loss (gain) on sale | $ (0.6) |
DISCONTINUED OPERATIONS - Resul
DISCONTINUED OPERATIONS - Results of Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Revenue | $ 0 | $ 2,017 | $ 5,523 | $ 6,900 |
Operating expenses excluding depreciation, depletion and amortization | 96 | 2,294 | 5,825 | 7,396 |
Loss from discontinued operations | (96) | (277) | (302) | (496) |
Loss (gain) on sale of assets | 0 | 1 | 92 | (639) |
(Loss) income from discontinued operations, before income taxes | (96) | (278) | (394) | 143 |
Income tax (benefit) expense | (2) | (19) | (3) | 188 |
Loss from discontinued operations, net of taxes | $ (94) | $ (259) | $ (391) | $ (45) |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 32,078 | $ 29,263 |
Building materials for resale | 1,908 | 1,479 |
Other | 952 | 980 |
Total inventories | $ 34,938 | $ 31,722 |
GOODWILL AND INTANGIBLE ASSET45
GOODWILL AND INTANGIBLE ASSETS, NET - Changes in Goodwill by Reportable Segment (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Goodwill [Roll Forward] | |
Balance at January 1, 2015 | $ 50,757 |
2015 acquisitions (See Note 3) | 51,439 |
All other purchase price allocation adjustments (See Note 3) | (9,811) |
Balance at September 30, 2015 | 92,385 |
Ready Mixed Concrete Segment [Member] | |
Goodwill [Roll Forward] | |
Balance at January 1, 2015 | 47,757 |
2015 acquisitions (See Note 3) | 30,583 |
All other purchase price allocation adjustments (See Note 3) | (10,071) |
Balance at September 30, 2015 | 68,269 |
Aggregate Products Segment [Member] | |
Goodwill [Roll Forward] | |
Balance at January 1, 2015 | 0 |
2015 acquisitions (See Note 3) | 20,856 |
All other purchase price allocation adjustments (See Note 3) | 0 |
Balance at September 30, 2015 | 20,856 |
Other Non-Reportable Segments [Member] | |
Goodwill [Roll Forward] | |
Balance at January 1, 2015 | 3,000 |
2015 acquisitions (See Note 3) | 0 |
All other purchase price allocation adjustments (See Note 3) | 260 |
Balance at September 30, 2015 | $ 3,260 |
GOODWILL AND INTANGIBLE ASSET46
GOODWILL AND INTANGIBLE ASSETS, NET - Schedule of Purchased Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Gross | $ 100,390 | $ 100,390 | $ 35,543 | ||
Accumulated Amortization | (11,274) | (11,274) | (3,823) | ||
Total | 89,116 | $ 89,116 | $ 31,720 | ||
Weighted Average Remaining Life (In Years) | 13 years 9 months | 7 years 10 months 28 days | |||
Intangible assets amortization expense | 4,100 | $ 500 | $ 7,500 | $ 1,200 | |
Trade names [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Gross | 39,272 | 39,272 | $ 4,200 | ||
Accumulated Amortization | (1,408) | (1,408) | (330) | ||
Total | 37,864 | $ 37,864 | $ 3,870 | ||
Weighted Average Remaining Life (In Years) | 22 years 8 months 8 days | 9 years 3 months 22 days | |||
Customer relationships [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Gross | 38,569 | $ 38,569 | $ 23,540 | ||
Accumulated Amortization | (6,261) | (6,261) | (3,214) | ||
Total | 32,308 | $ 32,308 | $ 20,326 | ||
Weighted Average Remaining Life (In Years) | 7 years 9 months 18 days | 8 years 22 days | |||
Non-compete agreements [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Gross | 10,167 | $ 10,167 | $ 4,421 | ||
Accumulated Amortization | (1,693) | (1,693) | (218) | ||
Total | 8,474 | $ 8,474 | $ 4,203 | ||
Weighted Average Remaining Life (In Years) | 4 years 1 month 13 days | 4 years 6 months 29 days | |||
Leasehold interests [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Gross | 7,092 | $ 7,092 | $ 3,382 | ||
Accumulated Amortization | (484) | (484) | (61) | ||
Total | 6,608 | $ 6,608 | $ 3,321 | ||
Weighted Average Remaining Life (In Years) | 10 years 8 months 12 days | 9 years 7 months 17 days | |||
Favorable contract [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Gross | 3,650 | $ 3,650 | |||
Accumulated Amortization | (608) | (608) | |||
Total | 3,042 | $ 3,042 | |||
Weighted Average Remaining Life (In Years) | 2 years 11 months 1 day | ||||
Backlog [Member] | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Gross | 1,640 | $ 1,640 | |||
Accumulated Amortization | (820) | (820) | |||
Total | $ 820 | $ 820 | |||
Weighted Average Remaining Life (In Years) | 6 months |
GOODWILL AND INTANGIBLE ASSET47
GOODWILL AND INTANGIBLE ASSETS, NET - Estimated Remaining Amortization of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2015 (remainder of the year) | $ 2,890 | |
2,016 | 10,557 | |
2,017 | 9,950 | |
2,018 | 9,553 | |
2,019 | 8,395 | |
Thereafter | 47,771 | |
Total | $ 89,116 | $ 31,720 |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Payables and Accruals [Abstract] | ||
Accrued materials | $ 19,791 | $ 14,319 |
Accrued insurance reserves | 12,775 | 10,512 |
Accrued compensation and benefits | 12,972 | 11,251 |
Accrued property, sales and other taxes | 7,055 | 5,235 |
Contingent consideration, current portion | 2,715 | 2,250 |
Deferred rent | 1,880 | 2,126 |
Accrued interest | 5,801 | 1,487 |
Other | 5,082 | 3,211 |
Total accrued liabilities | $ 68,071 | $ 50,391 |
DEBT - Schedule of Debt and Cap
DEBT - Schedule of Debt and Capital Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Total debt | $ 292,067 | $ 220,437 |
Current maturities of long-term debt | 8,883 | 5,104 |
Long-term debt, net of current maturities | 283,184 | 215,333 |
Revolving Credit Facility [Member] | Senior secured credit facility expiring 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 56,250 | 0 |
Senior Secured Notes [Member] | Senior secured notes due 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 200,000 | 200,000 |
Convertible notes due 2015 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 0 | 117 |
Capital leases [Member] | ||
Debt Instrument [Line Items] | ||
Capital leases | 14,678 | 7,395 |
Other financing [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 21,139 | $ 12,925 |
DEBT - Senior Secured Notes due
DEBT - Senior Secured Notes due 2018 (Details) - USD ($) | Dec. 31, 2013 | Nov. 22, 2013 |
Senior secured notes due 2015 [Member] | ||
Debt Instrument [Line Items] | ||
Aggregate principal amount | $ 61,100,000 | |
Senior Secured Notes [Member] | Senior secured notes due 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Aggregate principal amount | $ 200,000,000 | |
Stated interest rate | 8.50% | |
Consolidated coverage ratio minimum | 2 | |
Senior Secured Notes [Member] | Senior secured notes due 2015 [Member] | ||
Debt Instrument [Line Items] | ||
Aggregate principal amount | $ 61,100,000 | |
Stated interest rate | 9.50% |
DEBT - Senior Credit Facility e
DEBT - Senior Credit Facility expiring 2018 (Details) - Senior secured credit facility expiring 2018 [Member] | Oct. 29, 2013USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2014USD ($) |
Revolving Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Borrowing capacity under credit agreements | $ 175,000,000 | ||
Outstanding borrowings | $ 56,300,000 | ||
Weighted average interest rate | 2.15% | ||
Availability | $ 103,500,000 | $ 109,800,000 | |
Duration in which interest rate is applicable | 30 days | ||
Fronting fee percentage | 0.125% | ||
Commitment fee percentage, minimum | 0.25% | ||
Commitment fee percentage, maximum | 0.375% | ||
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 | $ 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% | ||
Minimum fixed charge coverage ratio | 1 | ||
Fixed charge coverage ratio, measurement period | 12 months | ||
Fixed charge coverage ratio | 3.64 | ||
Revolving Credit Facility [Member] | Federal Funds Rate Plus Percentage [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rates basis loans | 0.50% | ||
Revolving Credit Facility [Member] | London Interbank Offered Rate Plus Percentage [Member] | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rates basis loans | 1.00% | ||
Revolving Credit Facility [Member] | Base Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Commitment fee percentage, minimum | 0.25% | ||
Commitment fee percentage, maximum | 0.75% | ||
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Line of Credit Facility [Line Items] | |||
Commitment fee percentage, minimum | 1.50% | ||
Commitment fee percentage, maximum | 2.00% | ||
Standby Letters of Credit [Member] | |||
Line of Credit Facility [Line Items] | |||
Undrawn standby letters of credit | $ 11,300,000 | ||
Discretionary Over-Advances [Member] | |||
Line of Credit Facility [Line Items] | |||
Borrowing capacity under credit agreements | $ 12,500,000 | ||
Swingline Loan [Member] | |||
Line of Credit Facility [Line Items] | |||
Borrowing capacity under credit agreements | 10,000,000 | ||
Letter of Credit [Member] | |||
Line of Credit Facility [Line Items] | |||
Borrowing capacity under credit agreements | $ 30,000,000 |
DEBT - Convertible Notes due 20
DEBT - Convertible Notes due 2015 (Details) equity_instrument in Millions, $ in Millions | Aug. 31, 2010USD ($) | Dec. 31, 2013USD ($)equity_instrument |
Convertible Debt [Member] | ||
Debt Instrument [Line Items] | ||
Extinguishment of debt amount | $ 48.5 | |
Convertible Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Issuance of convertible notes | $ 55 | |
Stated interest rate | 9.50% | |
Senior secured notes due 2015 [Member] | ||
Debt Instrument [Line Items] | ||
Aggregate principal amount | 61.1 | |
Convertible Secured Notes Due 2015 [Member] | ||
Debt Instrument [Line Items] | ||
Conversion of convertible debt to equity | $ 6.4 | |
Number of shares of common stock issued upon conversion of debt | equity_instrument | 0.6 |
DEBT - Capital Lease and Other
DEBT - Capital Lease and Other Financing (Details) | 3 Months Ended | 9 Months Ended | 33 Months Ended | |||
Sep. 30, 2015USD ($)Note | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)Note | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)Note | Dec. 31, 2014USD ($) | |
Debt Instrument [Line Items] | ||||||
Capital lease obligations incurred | $ 17,600,000 | |||||
Current portion of capital leases | $ 3,500,000 | $ 3,500,000 | $ 3,500,000 | $ 1,600,000 | ||
Cash principal payments, capital leases and other financings | $ 2,500,000 | $ 1,300,000 | $ 6,000,000 | $ 3,500,000 | ||
Other Financing [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Weighted average interest rate | 3.09% | 3.09% | 3.09% | 3.49% | ||
Other financing [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 2,900,000 | $ 2,900,000 | $ 2,900,000 | |||
Number of notes issued | Note | 5 | 5 | 5 | |||
Other financing [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 3.49% | 3.49% | 3.49% | |||
Debt instrument term | 1 year | |||||
Other financing [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 4.09% | 4.09% | 4.09% | |||
Debt instrument term | 9 years | |||||
Capital leases [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate, minimum | 2.60% | |||||
Stated interest rate, maximum | 4.80% | |||||
Capital leases [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument term | 4 years | |||||
Capital leases [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument term | 5 years | |||||
Diamler [Member] | Other financing [Member] | Promissory Notes for Drum Mixer Trucks [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 24,600,000 | $ 24,600,000 | $ 24,600,000 | |||
Debt instrument term | 5 years | |||||
Diamler [Member] | Other financing [Member] | Minimum [Member] | Promissory Notes for Drum Mixer Trucks [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 2.50% | 2.50% | 2.50% | |||
Diamler [Member] | Other financing [Member] | Maximum [Member] | Promissory Notes for Drum Mixer Trucks [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 3.18% | 3.18% | 3.18% |
WARRANTS (Details)
WARRANTS (Details) shares in Millions | Aug. 31, 2010shares |
Class A warrant [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding (in shares) | 1.5 |
Class B warrant [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding (in shares) | 1.5 |
DERIVATIVES (Details)
DERIVATIVES (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative gain / (loss) | $ (26,854) | $ 65 | $ (46,401) | $ (2,306) | |
Derivative – Warrants [Member] | Not Designated as Hedging Instrument [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Warrants (shares) | 2,736 | 2,736 | 2,999 | ||
Derivative – Warrants [Member] | Not Designated as Hedging Instrument [Member] | Derivative loss [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative gain / (loss) | $ (26,854) | $ 65 | $ (46,401) | $ (2,306) | |
Current Derivative Liabilities [Member] | Derivative – Warrants [Member] | Not Designated as Hedging Instrument [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Derivative liabilities | $ 65,384 | $ 65,384 | $ 25,246 |
FAIR VALUE DISCLOSURES - Fair
FAIR VALUE DISCLOSURES - Fair Value Hierarchy For Liabilities Measured At Fair Value (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Bode Gravel and Bode Concrete LLC [Member] | ||
Derivative [Line Items] | ||
Contingent consideration, fair value | $ 3,500 | $ 5,300 |
Bode Gravel and Bode Concrete LLC [Member] | Contingent Consideration [Member] | ||
Derivative [Line Items] | ||
Fair value discount rate | 7.00% | |
Mobile Crete [Member] | ||
Derivative [Line Items] | ||
Contingent consideration, fair value | $ 100 | |
Right Away Redy Mix, Inc. [Member] | ||
Derivative [Line Items] | ||
Contingent consideration, fair value | $ 3,900 | |
Right Away Redy Mix, Inc. [Member] | Contingent Consideration [Member] | ||
Derivative [Line Items] | ||
Fair value discount rate | 9.25% | |
Ferrara Bros. Building Materials Corp. [Member] | ||
Derivative [Line Items] | ||
Contingent consideration, fair value | $ 21,100 | |
Ferrara Bros. Building Materials Corp. [Member] | Contingent Consideration [Member] | ||
Derivative [Line Items] | ||
Fair value discount rate | 11.25% | |
Level 1 [Member] | ||
Derivative [Line Items] | ||
Contingent consideration, fair value | $ 0 | 0 |
Liabilities, fair value | 0 | 0 |
Level 1 [Member] | Derivative – Warrants [Member] | ||
Derivative [Line Items] | ||
Derivative – Warrants | 0 | 0 |
Level 2 [Member] | ||
Derivative [Line Items] | ||
Contingent consideration, fair value | 0 | 0 |
Liabilities, fair value | 65,384 | 0 |
Level 2 [Member] | Derivative – Warrants [Member] | ||
Derivative [Line Items] | ||
Derivative – Warrants | 65,384 | 0 |
Level 3 [Member] | ||
Derivative [Line Items] | ||
Contingent consideration, fair value | 28,659 | 5,344 |
Liabilities, fair value | 28,659 | 30,590 |
Level 3 [Member] | Derivative – Warrants [Member] | ||
Derivative [Line Items] | ||
Derivative – Warrants | 0 | 25,246 |
Total [Member] | ||
Derivative [Line Items] | ||
Contingent consideration, fair value | 28,659 | 5,344 |
Liabilities, fair value | 94,043 | 30,590 |
Total [Member] | Derivative – Warrants [Member] | ||
Derivative [Line Items] | ||
Derivative – Warrants | $ 65,384 | $ 25,246 |
FAIR VALUE DISCLOSURES - Recon
FAIR VALUE DISCLOSURES - Reconciliation Of The Changes In Level 3 Fair Value Measurements (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Warrants [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at the Beginning of the Period | $ 25,246 | |
Acquisitions | 0 | |
Total losses (gains) included in earnings | 19,551 | |
Payment on Bode Earn-out | 0 | |
Write-off of derivative on exercised Warrants | (4) | |
Issuances of equity, net of cash proceeds | (56) | |
Transfer out | (44,737) | |
Balance at the End of the Period | $ 0 | 0 |
Contingent Consideration [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at the Beginning of the Period | 5,344 | |
Acquisitions | 26,566 | |
Total losses (gains) included in earnings | (900) | (1,387) |
Payment on Bode Earn-out | (1,864) | |
Write-off of derivative on exercised Warrants | 0 | |
Issuances of equity, net of cash proceeds | 0 | |
Transfer out | 0 | |
Balance at the End of the Period | $ 28,659 | $ 28,659 |
FAIR VALUE DISCLOSURES - Narra
FAIR VALUE DISCLOSURES - Narrative (Details) | Oct. 30, 2012USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2015USD ($)payment | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) |
Convertible Debt [Member] | |||||
Debt Instrument [Line Items] | |||||
Fair value of Convertible Notes | $ 0 | $ 0 | $ 100,000 | ||
Senior secured notes due 2018 [Member] | |||||
Debt Instrument [Line Items] | |||||
Fair value of long-term debt | 209,200,000 | 209,200,000 | |||
Contingent Consideration [Member] | |||||
Debt Instrument [Line Items] | |||||
Contingent consideration liabilities recorded | 26,566,000 | ||||
Net gain on revaluation of contingent consideration | 900,000 | $ 1,387,000 | |||
Bode Gravel and Bode Concrete LLC [Member] | |||||
Debt Instrument [Line Items] | |||||
Aggregate present value of contingent consideration | $ 7,000,000 | ||||
Period over which contingent consideration is payable | 6 years | ||||
Number of contingent consideration payments | payment | 2 | ||||
Contingent consideration payments | $ 2,300,000 | $ 2,300,000 | |||
Contingent consideration, fair value | 3,500,000 | $ 3,500,000 | $ 5,300,000 | ||
Bode Gravel and Bode Concrete LLC [Member] | Contingent Consideration [Member] | |||||
Debt Instrument [Line Items] | |||||
Fair value discount rate | 7.00% | ||||
Right Away and Mobile-Crete [Member] | Contingent Consideration [Member] | |||||
Debt Instrument [Line Items] | |||||
Contingent consideration liabilities recorded | $ 5,500,000 | ||||
Ferrara Bros. Building Materials Corp. [Member] | |||||
Debt Instrument [Line Items] | |||||
Contingent consideration, fair value | $ 21,100,000 | $ 21,100,000 | |||
Ferrara Bros. Building Materials Corp. [Member] | Contingent Consideration [Member] | |||||
Debt Instrument [Line Items] | |||||
Fair value discount rate | 11.25% | ||||
Minimum [Member] | Contingent Consideration [Member] | |||||
Debt Instrument [Line Items] | |||||
Fair value discount rate | 3.50% | ||||
Maximum [Member] | Contingent Consideration [Member] | |||||
Debt Instrument [Line Items] | |||||
Fair value discount rate | 11.25% |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Tax Credit Carryforward [Line Items] | |||||
Net deferred tax liability | $ 4,900,000 | $ 4,900,000 | $ 4,500,000 | ||
Income tax payments | 200,000 | $ 200,000 | 1,000,000 | $ 500,000 | |
Increase (decrease) in valuation allowance | (2,800,000) | ||||
Income tax (benefit) expense (less than for three months ended September 30, 2015) | (22,000) | 788,000 | (2,805,000) | 1,540,000 | |
Net impact of intra-period tax allocation between results from continuing operations and discontinued operations | 0 | 0 | 0 | 0 | |
Continuing Operations [Member] | |||||
Tax Credit Carryforward [Line Items] | |||||
Income tax (benefit) expense (less than for three months ended September 30, 2015) | (100,000) | 800,000 | (2,800,000) | 1,500,000 | |
Discontinued Operations [Member] | |||||
Tax Credit Carryforward [Line Items] | |||||
Income tax (benefit) expense, intraperiod tax allocation (less than for three and nine months ended September 30, 2015 and three months ended September 30, 2014) | $ (100,000) | $ (100,000) | $ (100,000) | $ 200,000 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - USD ($) | Apr. 01, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | May. 31, 2014 | May. 19, 2014 |
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) | 14,643,000 | 14,643,000 | 13,978,000 | ||||||
Shares held in treasury (in shares) | 842,000 | 842,000 | 697,000 | ||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | |||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||||||
Preferred stock, shares issued (in shares) | 0 | 0 | 0 | ||||||
Preferred stock, shares outstanding (in shares) | 0 | 0 | 0 | ||||||
Share repurchase | $ 4,824,000 | ||||||||
Shares withheld to satisfy tax obligations (in shares) | 83,000 | 51,000 | 145,000 | 83,000 | |||||
Shares withheld to satisfy tax obligations, value | $ 4,200,000 | $ 1,300,000 | $ 6,300,000 | $ 2,000,000 | |||||
Whippoorwill Associates, Inc. [Member] | Beneficial Owner [Member] | |||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||
Common stock owned (in shares) | 3,000,000 | ||||||||
Percentage ownership of common stock | 21.00% | ||||||||
Whippoorwill Associates, Inc. [Member] | Beneficial Owner [Member] | Repurchase of Treasury Shares [Member] | |||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||
Share repurchase | $ 4,800,000 | ||||||||
Share repurchase (in shares) | 200,000 | ||||||||
Share repurchase, cost per share (in dollars per share) | $ 24.12 | ||||||||
May 2014 Authorized Program [Member] | Common Stock [Member] | |||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||
Repurchase of common stock, authorized amount | $ 50,000,000 | ||||||||
Ferrara Bros. Building Materials Corp. [Member] | |||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||
Number of shares issued for payment on acquisition (in shares) | 442,000 | ||||||||
Common stock paid on acquisition | $ 15,100,000 |
NET EARNINGS (LOSS) PER SHARE61
NET EARNINGS (LOSS) PER SHARE (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Income from continuing operations | $ 1,713 | $ 13,266 | $ 1,229 | $ 19,760 |
Loss from discontinued operations, net of taxes | (94) | (259) | (391) | (45) |
Net income | $ 1,619 | $ 13,007 | $ 838 | $ 19,715 |
Basic weighted average common shares outstanding (in shares) | 14,223 | 13,497 | 13,946 | 13,540 |
Restricted stock and restricted stock units (in shares) | 150 | 190 | 193 | 222 |
Warrants (in shares) | 1,434 | 180 | 1,098 | 109 |
Stock options (in shares) | 15 | 9 | 14 | 11 |
Denominator for diluted earnings per share (in shares) | 15,822 | 13,876 | 15,251 | 13,882 |
Potentially dilutive shares | 0 | 1,581 | 0 | 1,597 |
Unvested restricted stock and restricted stock units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive shares | 0 | 71 | 0 | 83 |
Stock options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive shares | 0 | 10 | 0 | 14 |
Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive shares | 0 | 1,500 | 0 | 1,500 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | Sep. 30, 2015 | Dec. 31, 2014 |
Insurance programs [Member] | ||
Loss Contingencies [Line Items] | ||
Loss contingency deductible retentions per occurrence | $ 1 | |
Accrual of estimated losses | 11.3 | $ 9.5 |
Performance Bonds [Member] | ||
Loss Contingencies [Line Items] | ||
Estimate of possible loss | $ 4.5 |
BUSINESS SEGMENTS (Details)
BUSINESS SEGMENTS (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)Reporting_Segment | Sep. 30, 2014USD ($) | Dec. 31, 2014USD ($) | |
Segment Reporting Information [Line Items] | |||||
Number of reportable segments | Reporting_Segment | 2 | ||||
Revenue | $ 295,111 | $ 197,589 | $ 711,144 | $ 524,204 | |
Other products and eliminations income from operations | 33,051 | 18,489 | 58,560 | 37,145 | |
Depreciation, depletion and amortization for reportable segments | (12,565) | (6,010) | (31,411) | (16,392) | |
Interest expense, net | (5,446) | (5,080) | (15,966) | (15,145) | |
Corporate derivative (loss) gain | (26,854) | 65 | (46,401) | (2,306) | |
Gain on revaluation of contingent consideration | 723 | 0 | 1,387 | 0 | |
Corporate and other products and eliminations other income, net | 940 | 580 | 2,231 | 1,606 | |
Income (loss) from continuing operations before income taxes | 1,691 | 14,054 | (1,576) | 21,300 | |
Total capital expenditures | 5,339 | 9,266 | 12,763 | 29,160 | |
Total identifiable assets | 222,380 | 222,380 | $ 176,524 | ||
Ready-mixed concrete [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 264,428 | 175,876 | 638,491 | 473,977 | |
Total identifiable assets | 165,732 | 165,732 | 126,141 | ||
Aggregate products [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 10,970 | 11,127 | 25,063 | 23,071 | |
Total identifiable assets | 43,587 | 43,587 | 40,878 | ||
Building materials [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 4,869 | 4,516 | 13,359 | 12,209 | |
Lime [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 3,585 | 3,335 | 6,916 | 8,444 | |
Hauling [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 1,910 | 1,362 | 4,039 | 3,292 | |
Other [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 9,349 | 1,373 | 23,276 | 3,211 | |
Ready-mixed concrete [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total reportable segment Adjusted EBITDA | 46,042 | 26,641 | 100,262 | 63,642 | |
Total capital expenditures | 2,733 | 6,294 | 6,606 | 19,251 | |
Aggregate products [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 10,970 | 11,127 | 25,063 | 23,071 | |
Total reportable segment Adjusted EBITDA | 6,403 | 4,045 | 10,372 | 7,390 | |
Total capital expenditures | 764 | 2,393 | 3,124 | 8,483 | |
Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 283,388 | 193,016 | 681,990 | 512,486 | |
Total reportable segment Adjusted EBITDA | 52,445 | 30,686 | 110,634 | 71,032 | |
Depreciation, depletion and amortization for reportable segments | (11,442) | (5,196) | (27,665) | (13,971) | |
Operating Segments [Member] | Ready-mixed concrete [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 264,428 | 175,876 | 638,491 | 473,977 | |
Operating Segments [Member] | Aggregate products [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 18,960 | 17,140 | 43,499 | 38,509 | |
Intersegment Eliminations [Member] | Aggregate products [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 7,990 | 6,013 | 18,436 | 15,438 | |
Intersegment Eliminations and Other Products [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 11,723 | 4,573 | 29,154 | 11,718 | |
Other products and eliminations income from operations | 2,821 | 1,326 | 5,708 | 2,654 | |
Corporate, Non-Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Corporate overhead | (10,619) | (7,897) | (29,519) | (21,339) | |
Intersegment Eliminations, Other Products and Corporate, Non-Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Corporate and other products and eliminations other income, net | 63 | 150 | 246 | 375 | |
Other Products and Corporate, Non-Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total capital expenditures | 1,842 | $ 579 | 3,033 | $ 1,426 | |
Total identifiable assets | $ 13,061 | $ 13,061 | $ 9,505 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] - Heavy Materials, LLC [Member] $ in Millions | Oct. 28, 2015USD ($)quarryProcessing_FacilityMixer_Truck |
Subsequent Event [Line Items] | |
Cash paid for acquisition | $ 21.7 |
Purchase adjustments | 1.2 |
Consideration - liabilities incurred | 6 |
Consideration - liabilities incurred, amount paid at closing | $ 1 |
Consideration - liabilities incurred, term of payment for remainder | 2 years |
Number of plants acquired | Processing_Facility | 4 |
Number of mixer trucks acquired | Mixer_Truck | 32 |
Number of quarries acquired | quarry | 2 |