Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 04, 2016 | |
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 | 15,155,634 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 8,835 | $ 3,925 |
Trade accounts receivable, net of allowances of $5,407 and $6,125 as of March 31, 2016 and December 31, 2015, respectively | 158,047 | 171,256 |
Inventories | 38,056 | 36,726 |
Prepaid expenses | 9,398 | 4,243 |
Other receivables | 6,619 | 7,765 |
Other current assets | 1,957 | 2,374 |
Total current assets | 222,912 | 226,289 |
Property, plant and equipment, net of accumulated depreciation, depletion, and amortization of $110,332 and $102,479 as of March 31, 2016 and December 31, 2015, respectively | 258,087 | 248,123 |
Goodwill | 113,750 | 100,204 |
Intangible assets, net | 94,094 | 95,754 |
Deferred income taxes | 8,459 | 6,026 |
Other assets | 5,414 | 5,301 |
Total assets | 702,716 | 681,697 |
Current liabilities: | ||
Accounts payable | 80,890 | 80,419 |
Accrued liabilities | 73,508 | 85,854 |
Current maturities of long-term debt | 10,052 | 9,386 |
Derivative liabilities | 73,716 | 67,401 |
Total current liabilities | 238,166 | 243,060 |
Long-term debt, net of current maturities | 286,418 | 266,214 |
Other long-term obligations and deferred credits | 44,100 | 38,416 |
Total liabilities | $ 568,684 | $ 547,690 |
Commitments and contingencies (Note 15) | ||
Equity: | ||
Preferred stock | $ 0 | $ 0 |
Common stock | 16 | 16 |
Additional paid-in capital | 211,129 | 201,015 |
Accumulated deficit | (58,184) | (48,157) |
Treasury stock, at cost | (18,929) | (18,867) |
Total stockholders' equity | 134,032 | 134,007 |
Total liabilities and equity | $ 702,716 | $ 681,697 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Trade accounts receivable, allowances | $ 5,407 | $ 6,125 |
Property, plant and equipment, accumulated depreciation, depletion, and amortization | $ 110,332 | $ 102,479 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
Revenue | $ 245,045 | $ 171,338 |
Cost of goods sold before depreciation, depletion and amortization | 198,758 | 139,786 |
Selling, general and administrative expenses | 23,163 | 17,908 |
Depreciation, depletion and amortization | 11,641 | 8,279 |
Loss on revaluation of contingent consideration | 1,247 | 0 |
Loss (gain) on sale of assets | 101 | (63) |
Income from operations | 10,135 | 5,428 |
Interest expense, net | (5,700) | (5,153) |
Derivative loss | (12,780) | (11,499) |
Other income, net | 497 | 443 |
Loss from continuing operations before income taxes | (7,848) | (10,781) |
Income tax expense (benefit) | 1,991 | (74) |
Loss from continuing operations | (9,839) | (10,707) |
(Loss) income from discontinued operations, net of taxes | (188) | 223 |
Net loss | $ (10,027) | $ (10,484) |
Basic and diluted (loss) income per share: | ||
Loss from continuing operations (in dollars per share) | $ (0.67) | $ (0.79) |
(Loss) income from discontinued operations, net of taxes (in dollars per share) | (0.01) | 0.02 |
Net loss per share – basic and diluted (in dollars per share) | $ (0.68) | $ (0.77) |
Weighted average shares outstanding: | ||
Basic and diluted (in shares) | 14,789 | 13,560 |
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, 2014 | 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 | 851 | 851 | |||
Restricted stock vesting (in shares) | 4 | ||||
Restricted stock vesting, net of cancellations | 0 | ||||
Stock options exercised (in shares) | 1 | ||||
Stock options exercised | 12 | 12 | |||
Warrants exercised (in shares) | 0 | ||||
Warrants exercised | 1 | 1 | |||
Other treasury share purchases (in shares) | (13) | ||||
Other treasury share purchases | (402) | (402) | |||
Net loss | (10,484) | (10,484) | |||
BALANCE, Ending period (in shares) at Mar. 31, 2015 | 13,970 | ||||
BALANCE, Ending period at Mar. 31, 2015 | $ 91,458 | $ 15 | 157,609 | (53,227) | (12,939) |
BALANCE, Beginning period (in shares) at Dec. 31, 2015 | 14,871 | 14,871 | |||
BALANCE, Beginning period at Dec. 31, 2015 | $ 134,007 | $ 16 | 201,015 | (48,157) | (18,867) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation expense | 1,377 | 1,377 | |||
Excess tax benefits from share-based compensation | 2,215 | 2,215 | |||
Restricted stock vesting (in shares) | 4 | ||||
Restricted stock vesting, net of cancellations | 0 | ||||
Restricted stock grants, net of cancellations (in shares) | 175 | ||||
Restricted stock grants, net of cancellations | 0 | $ 0 | |||
Stock options exercised (in shares) | 1 | ||||
Stock options exercised | 28 | 28 | |||
Warrants exercised (in shares) | 142 | ||||
Warrants exercised | 6,494 | 6,494 | |||
Other treasury share purchases (in shares) | (1) | ||||
Other treasury share purchases | (62) | (62) | |||
Net loss | $ (10,027) | (10,027) | |||
BALANCE, Ending period (in shares) at Mar. 31, 2016 | 15,192 | 15,192 | |||
BALANCE, Ending period at Mar. 31, 2016 | $ 134,032 | $ 16 | $ 211,129 | $ (58,184) | $ (18,929) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (10,027) | $ (10,484) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation, depletion and amortization | 11,641 | 8,279 |
Debt issuance cost amortization | 538 | 437 |
Amortization of discount on long-term incentive plan and other accrued interest | 118 | 87 |
Net loss on derivative | 12,780 | 11,499 |
Net loss on revaluation of contingent consideration | 1,247 | 0 |
Net loss (gain) on sale of assets | 101 | (63) |
Excess tax benefits from stock-based compensation | (2,215) | 0 |
Deferred income taxes | 499 | (343) |
Provision for doubtful accounts and customer disputes | 335 | 1,051 |
Stock-based compensation | 1,377 | 851 |
Changes in assets and liabilities, excluding effects of acquisitions: | ||
Accounts receivable | 13,233 | 476 |
Inventories | (1,244) | 1,611 |
Prepaid expenses and other current assets | (3,385) | (2,285) |
Other assets and liabilities | (72) | 120 |
Accounts payable and accrued liabilities | (7,101) | (10,304) |
Net cash provided by operating activities | 17,825 | 932 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property, plant and equipment | (11,220) | (3,546) |
Payments for acquisitions, net of cash acquired | (18,681) | (16,348) |
Proceeds from disposals of property, plant and equipment | 37 | 469 |
Proceeds from disposal of businesses | 125 | 0 |
Net cash used in investing activities | (29,739) | (19,425) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from revolver borrowings | 84,956 | 5 |
Repayments of revolver borrowings | (64,956) | (5) |
Proceeds from exercise of stock options and warrants | 57 | 13 |
Payments of other long-term obligations | (2,943) | (2,250) |
Payments for other financing | (2,324) | (1,684) |
Debt issuance costs | (119) | 0 |
Excess tax benefits from stock-based compensation | 2,215 | 0 |
Other treasury share purchases | (62) | (402) |
Net cash provided by (used in) financing activities | 16,824 | (4,323) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 4,910 | (22,816) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 3,925 | 30,202 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 8,835 | 7,386 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash paid for interest | 703 | 378 |
Cash paid for income taxes | 2,138 | 271 |
Supplemental Disclosure of Non-cash Investing and Financing Activities: | ||
Capital expenditures funded by capital leases and promissory notes | $ 2,648 | $ 1,112 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2016 | |
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 Amendment No. 1 to Annual Report on Form 10-K/A for the year ended December 31, 2015 (the " 2015 Form 10-K/A"). 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 months ended March 31, 2016 are not necessarily indicative of our results expected for the year ending December 31, 2016 , 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. Certain reclassifications have been made to prior year balances to conform with the current year presentation. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS AND SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2016 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS AND SIGNIFICANT ACCOUNTING POLICIES | RECENT ACCOUNTING PRONOUNCEMENTS AND SIGNIFICANT ACCOUNTING POLICIES In March 2016, the Financial Accounting Standards Board (the "FASB") issued an amendment related to share-based payments to employees. The amendment simplifies several aspects of share-based payment transactions, including accounting for excess tax benefits and tax deficiencies, classification of excess tax benefits on the statement of cash flows, accounting for forfeitures, classification of awards that permit repurchases to satisfy statutory tax withholding requirements, and classification of tax payments on behalf of employees on the statement of cash flows. The new amendment is effective for annual periods beginning after December 15, 2016 and interim periods within those periods, with early adoption permitted. We are currently evaluating the impact that this new guidance will have on our consolidated financial statements and results of operations and, as a result, we have not yet adopted this new guidance. In February 2016, the FASB issued an amendment related to leases. The new guidance requires the recognition of lease assets and lease liabilities by lessees for all leases greater than one year in duration and classified as operating leases under previous guidance. The new standard is effective for annual periods beginning after December 15, 2018 and interim periods within those periods, with early adoption permitted. We are currently evaluating the impact that this standard will have on our consolidated financial statements and results of operations and, as a result, we have not yet adopted this new guidance. 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 31, 2015 and interim periods within those annual periods, with early adoption permitted. We adopted this standard effective with the quarter ended March 31, 2016 and elected to present debt issuance costs related to line-of-credit arrangements as a reduction of the carrying value of debt. Adoption of this standard resulted in a reclassification of our unamortized debt issuance costs of $6.1 million from other assets to long-term debt, net of current maturities in our consolidated balance sheet as of December 31, 2015 . For a description of our significant accounting policies, see Note 1 of the consolidated financial statements in our 2015 Form 10-K/A. |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS 2016 Acquisitions On February 29, 2016 , we completed the acquisition of all the assets of Greco Brothers Concrete of L.I., Inc. ("Greco"), located in Brooklyn, New York. The purchase price was $15.8 million in cash, plus closing adjustments of $1.9 million . We funded the purchase price through a combination of cash on hand and borrowings under our $250.0 million asset-based revolving credit facility (the "Revolving Facility"). The assets acquired from Greco included two ready-mixed concrete plants and a fleet of 37 mixer trucks. The Greco acquisition expanded our ready-mixed concrete operations in the New York metropolitan market. The fair value of the assets acquired and liabilities assumed in the Greco acquisition has not been determined as of March 31, 2016. The assets acquired and liabilities assumed include, but are not limited to, working capital and property, plant and equipment. We will determine the purchase price allocation as soon as practical, but no later than one year from the acquisition date. On March 31, 2016, we acquired one ready-mixed concrete operation in our northern Texas market. This acquisition was not material and is excluded from the disclosures below. 2015 Acquisitions On February 23, 2015 , we acquired the equity of Right Away Redy Mix, Inc. ("Right Away"), located in Oakland, California. The purchase price was $18.0 million in cash, plus closing adjustments of $0.8 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 final. On April 1, 2015, we acquired the equity of Ferrara Bros. Building Materials Corp. ("Ferrara Bros."), located 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, less final working capital adjustments of $0.9 million , 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 Revolving Facility. The acquisition included six ready-mixed concrete plants at 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 final. On May 21, 2015 , we acquired the equity of Colonial Concrete Co. ("Colonial"), located 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 certain accrued liabilities. On May 29, 2015 , we acquired the assets of DuBrook Concrete, Inc. ("DuBrook"), located in Chantilly, Virginia, part of 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. 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, 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 price 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 fair value of the assets acquired and liabilities assumed in the Wantage acquisition is preliminary and remains subject to adjustments, including, but not limited to, adjustments to the fair value of identifiable intangible assets and property, plant, and equipment. On October 27, 2015 , we acquired the equity of Heavy Materials, LLC ("Heavy"), a vertically integrated ready-mixed concrete producer located in the U.S. Virgin Islands. The purchase price was $22.7 million in cash, less purchase adjustments of $0.8 million , plus deferred payments of $5.0 million , to be paid over a two -year period. We funded the purchase price through a combination of cash on hand and borrowings under our Revolving Facility. The acquisition included 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 expanded our ready-mixed concrete and aggregates operations into new markets in the Caribbean islands. The fair value of the assets acquired and liabilities assumed in the Heavy acquisition is preliminary and remains subject to adjustments, including, but not limited to, adjustments related to working capital and the fair value of identifiable intangible assets and property, plant and equipment. During the year ended December 31, 2015 , we also completed two other individually immaterial acquisitions (the "2015 Other Acquisitions") comprised of (i) two sand and gravel operations near Vernon, Texas and Waurika, Oklahoma and (ii) one ready-mixed concrete operation in the U.S. Virgin Islands. The aggregate consideration paid consisted of $12.0 million in cash and $1.9 million in deferred payments payable within ten years. We funded these purchases through a combination of cash on hand and borrowings under our Revolving Facility. The acquisition of these assets expanded our business in our existing west Texas market and in the Caribbean market. The purchase price allocation for these two acquisitions is preliminary and remains subject to adjustments, including, but not limited to, the fair value of identifiable intangible assets and property, plant and equipment. We made changes to the preliminary purchase price allocations for the 2015 acquisitions during the first quarter of 2016 primarily related to (i) valuation of property, plant, and equipment for Wantage, (ii) adjustments for Right Away related to determination of the conclusion of tax attributes as of the acquisition date, (iii) adjustments for Colonial related to certain accrued liabilities, (iv) total consideration for Heavy and one of the 2015 Other Acquisitions, and (v) valuation of identifiable intangible assets for one of the 2015 Other Acquisitions. The following table summarizes the total consideration for the 2015 acquisitions and presents 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) Colonial (3)(4) DuBrook (3)(5) Wantage (3)(6) Heavy (3)(7) All Other (3)(8) Cash $ 928 $ 67 $ 888 $ — $ — $ 20 $ — Accounts receivable 1,832 13,224 4,305 1,218 — 1,334 — Inventory 348 1,434 378 349 — 1,449 754 Other current assets 196 608 126 739 — 92 — Property, plant and equipment 9,696 13,147 6,325 2,394 15,793 6,095 5,153 Definite-lived intangible assets 7,036 50,310 4,640 4,473 — — 1,774 Other long-term assets — — 153 — — 47 — Total assets acquired 20,036 78,790 16,815 9,173 15,793 9,037 7,681 Current liabilities 1,399 6,944 5,864 910 — 3,269 91 Long-term deferred income tax 5,546 — — — — — — Other long-term liabilities — — — 59 — — — Total liabilities assumed 6,945 6,944 5,864 969 — 3,269 91 Goodwill 10,703 6,916 4,245 3,887 2,202 20,884 6,159 Total consideration $ 23,794 $ 78,762 $ 15,196 $ 12,091 $ 17,995 $ 26,652 $ 13,749 (1) 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. Total consideration for the Right Away acquisition includes $19.9 million of cash and $3.9 million for the fair value of the Right Away Earn-out as of the acquisition date. The purchase price allocation for Right Away is final. (2) The fair value of the Ferrara Bros. acquired accounts receivable is $13.2 million , 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. Total consideration for the Ferrara Bros. acquisition includes $44.1 million of cash, approximately 442,000 shares of our common stock valued at approximately $15.1 million on the date of issuance, and $19.6 million for the fair value of the Ferrara Bros. Contingent Consideration as of the acquisition date. The purchase price allocation for Ferrara Bros. is final. (3) The purchase price allocations for the Colonial, Dubrook, Wantage, and Heavy acquisitions and the acquisitions included in the caption "All Other" above are preliminary and remain subject to adjustments, including, but not limited to, working capital, certain accrued liabilities, and the fair value of identifiable intangible assets and property, plant, and equipment. (4) The fair value of the Colonial acquired accounts receivable approximates the gross contractual amount as of the acquisition date. (5) The fair value of the DuBrook acquired accounts receivable approximates the gross contractual amount as of the acquisition date. Total consideration for the DuBrook acquisition includes $11.5 million of cash and $0.6 million for the fair value of the Dubrook Earn-out as of the acquisition date. (6) Total consideration for the Wantage acquisition includes $15.2 million of cash and $2.8 million for the fair value of deferred payments due to the previous owners. (7) The fair value of the Heavy acquired accounts receivable is $1.3 million , pending further analysis, with a gross contractual amount of $4.3 million . We do not expect to collect $3.0 million of the Heavy acquired accounts receivable, pending further review. Total consideration for the Heavy acquisition includes $21.9 million of cash and $4.8 million for the fair value of deferred payments due to the previous owners. (8) Total consideration for the 2015 Other Acquisitions includes $12.0 million of cash and $1.7 million for the fair value of deferred payments due to the previous owners. 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. Acquired Intangible Assets and Goodwill Acquired intangible assets in 2015 of $68.2 million consisted of trade names, customer relationships, 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 2016 Greco acquisition, the 2015 Wantage and Heavy acquisitions, as well as one of the 2015 Other Acquisitions as management has not yet completed valuations of these assets. The major classes of intangible assets acquired in the 2015 acquisitions were as follows (in thousands): Weighted Average Amortization Period (In Years) Fair Value At Acquisition Date Trade names 24.23 $ 35,572 Customer relationships 8.21 20,757 Non-compete agreements 5.00 2,471 Leasehold interests 12.89 4,143 Favorable contract 3.50 3,650 Backlog 1.00 1,640 Total $ 68,233 We recorded $2.0 million and $0.7 million of amortization expense related to these intangible assets during the three months ended March 31, 2016 and March 31, 2015 , respectively. During the three months ended March 31, 2016 , $0.1 million of amortization expense was recognized that related to previous periods and had not been recorded since the fair value of those intangible assets had not yet been determined. As of March 31, 2016 , the estimated future aggregate amortization expense of intangible assets from the 2015 acquisitions was as follows (in thousands): Year Ending December 31, 2016 (remainder of the year) $ 4,718 2017 6,181 2018 5,761 2019 4,752 2020 4,505 Thereafter 34,676 Total $ 60,593 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 Heavy, Wantage, and one of the 2015 Other Acquisitions. Goodwill resulting from our Heavy acquisition relates to our ready-mixed concrete reportable segment and our aggregate products reportable segment. Goodwill resulting from the Wantage acquisition and one of the 2015 Other Acquisitions relates to our aggregate products reportable segment. See Note 6 for the allocation of goodwill from our 2016 and 2015 acquisitions to our segments. 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 March 31, 2016 , we recorded approximately $44.3 million of revenue and $1.4 million of loss from operations in our condensed consolidated statements of operations related to the 2015 acquisitions as well as the Greco acquisition following its acquisition date. During the three months ended March 31, 2015 , we recorded approximately $2.9 million of revenue and $0.3 million of income from operations in our condensed consolidated statement of operations related to the acquisitions completed in the first quarter of 2015 following the acquisition date. The unaudited pro forma information presented below reflects the combined financial results for all of the acquisitions completed during 2015 and the Greco acquisition, excluding one of the 2015 Other Acquisitions, 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 months ended March 31, 2016 and 2015 as if the 2015 acquisitions had been completed on January 1, 2014 and the Greco acquisition had been completed on January 1, 2015 (in thousands, except per share information): Three Months Ended March 31, 2016 2015 Revenue from continuing operations $ 251,738 $ 208,522 Net loss $ (8,643 ) $ (11,057 ) Loss per share, basic $ (0.58 ) $ (0.82 ) Loss per share, diluted $ (0.58 ) $ (0.82 ) The above pro forma results are unaudited and were prepared based on the historical U.S. GAAP results of the Company and the historical results of the eight 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 2015 acquisitions occurred on January 1, 2014 and had the Greco acquisition occurred on January 1, 2015. The unaudited pro forma net income (loss) and net income (loss) per share amounts above reflect the following adjustments: Three Months Ended March 31, 2016 2015 Increase (decrease) in intangible amortization expense $ 661 $ (1,573 ) Decrease in depreciation expense — 231 Exclusion of buyer transaction costs 628 584 Exclusion of seller transaction costs — 46 Exclusion of pension expense for pension plan not acquired — 212 Exclusion of segment results for segment not acquired — (99 ) Increase in interest expense — (243 ) Increase (decrease) in income tax expense 503 (5 ) Net adjustments $ 1,792 $ (847 ) As the purchase price allocations for Greco, Wantage, Heavy, and one of the 2015 Other Acquisitions are still preliminary and the fair value measurements for the related intangible assets have 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. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 3 Months Ended |
Mar. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONS 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 $0.2 million . We have presented the results of operations for this business for the three months ended March 31, 2015 in discontinued operations in the accompanying condensed consolidated statements of operations. During the first quarter of 2016, we received payments totaling $0.1 million in accordance with the terms of the promissory note. The results of these discontinued operations were as follows (in thousands): Three Months Ended March 31, 2016 2015 Revenue $ — $ 3,294 Operating expenses excluding depreciation, depletion and amortization 300 3,070 (Loss) income from discontinued operations, before income taxes (300 ) 224 Income tax (benefit) expense (112 ) 1 (Loss) income from discontinued operations, net of taxes $ (188 ) $ 223 Cash flows from operating activities included operating cash flows used in discontinued operations of $0.1 million during the three months ended March 31, 2016 . Cash flows from investing activities included investing cash flows provided by discontinued operations of $0.1 million for the three months ended March 31, 2016 . Cash flows from operating activities included operating cash flows provided by discontinued operations of less than $0.1 million during the three months ended March 31, 2015 . Cash flows from investing activities included investing cash flows used in discontinued operations of less than $0.1 million during the three months ended March 31, 2015 . |
INVENTORIES
INVENTORIES | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories as of March 31, 2016 and December 31, 2015 consisted of the following (in thousands): March 31, 2016 December 31, 2015 Raw materials $ 34,874 $ 33,792 Building materials for resale 1,981 1,736 Other 1,201 1,198 Total inventories $ 38,056 $ 36,726 |
GOODWILL AND INTANGIBLE ASSETS,
GOODWILL AND INTANGIBLE ASSETS, NET | 3 Months Ended |
Mar. 31, 2016 | |
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, 2016 to March 31, 2016 were as follows (in thousands): March 31, 2016 Ready-Mixed Concrete Segment Aggregate Products Segment Other Non-Reportable Segments Total Balance at January 1, 2016 $ 82,958 $ 13,984 $ 3,262 $ 100,204 2016 acquisitions (See Note 3) 18,595 — — 18,595 All other purchase price allocation adjustments (See Note 3) (2,142 ) (2,907 ) — (5,049 ) Balance at March 31, 2016 $ 99,411 $ 11,077 $ 3,262 $ 113,750 Intangible Assets Our purchased intangible assets were as follows as of March 31, 2016 and December 31, 2015 (in thousands): March 31, 2016 Gross Accumulated Amortization Net Weighted Average Remaining Life (In Years) Definite-lived intangible assets Trade names $ 40,302 $ (2,613 ) $ 37,689 21.86 Customer relationships 46,812 (9,381 ) 37,431 7.08 Non-competes 11,098 (2,806 ) 8,292 3.72 Leasehold interests 7,525 (841 ) 6,684 10.25 Favorable contract 3,650 (1,130 ) 2,520 2.42 Backlog 1,640 (1,640 ) — — Total definite-lived intangible assets 111,027 (18,411 ) 92,616 12.90 Indefinite-lived intangible assets Land rights (1) 1,478 — 1,478 Total purchased intangible assets $ 112,505 $ (18,411 ) $ 94,094 (1) Land rights acquired in the 2014 acquisition of the Custom-Crete assets from Oldcastle Architectural, Inc. will be reclassified to property, plant and equipment upon the division of certain shared properties and settlement of the associated deferred payment. December 31, 2015 Gross Accumulated Amortization Net Weighted Average Remaining Life (In Years) Definite-lived intangible assets Trade names $ 40,302 $ (2,060 ) $ 38,242 22.04 Customer relationships 45,969 (7,939 ) 38,030 7.34 Non-competes 10,167 (2,211 ) 7,956 3.87 Leasehold interests 7,525 (668 ) 6,857 10.49 Favorable contract 3,650 (869 ) 2,781 2.67 Backlog 1,640 (1,230 ) 410 0.25 Total definite-lived intangible assets 109,253 (14,977 ) 94,276 13.07 Indefinite-lived intangible assets Land rights (1) 1,478 — 1,478 Total purchased intangible assets $ 110,731 $ (14,977 ) $ 95,754 (1) Land rights acquired in the 2014 acquisition of the Custom-Crete assets from Oldcastle Architectural, Inc. will be reclassified to property, plant and equipment upon the division of certain shared properties and settlement of the associated deferred payment. We recorded $3.4 million and $1.0 million of amortization expense on our purchased intangible assets for the three months ended March 31, 2016 and 2015, respectively, which is included in the accompanying condensed consolidated statements of operations. As of March 31, 2016 , the estimated remaining amortization of our finite-lived intangible assets was as follows (in thousands): Year Ending December 31, 2016 (remainder of the year) $ 8,903 2017 11,676 2018 11,229 2019 9,820 2020 8,153 Thereafter 42,835 Total $ 92,616 |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 3 Months Ended |
Mar. 31, 2016 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | ACCRUED LIABILITIES Our accrued liabilities were as follows (in thousands): March 31, 2016 December 31, 2015 (Restated) Accrued materials $ 23,348 $ 22,428 Accrued insurance reserves 13,900 15,341 Accrued compensation and benefits 9,279 15,024 Accrued interest 5,856 1,500 Accrued property, sales and other taxes 5,469 14,916 Deferred consideration 4,804 4,774 Contingent consideration, current portion 3,152 2,635 Deferred rent 1,925 1,838 Other 5,775 7,398 Total accrued liabilities $ 73,508 $ 85,854 |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT A summary of our debt and capital leases was as follows (in thousands): March 31, 2016 December 31, 2015 Senior secured notes due 2018 $ 200,000 $ 200,000 Senior secured credit facility 65,000 45,000 Capital leases 17,056 16,555 Other financing 20,025 20,194 Debt issuance costs (5,611 ) (6,149 ) Total debt 296,470 275,600 Less: current maturities (10,052 ) (9,386 ) Long-term debt, net of current maturities $ 286,418 $ 266,214 Senior Secured Notes due 2018 On November 22, 2013, we completed an offering of $200.0 million aggregate principal amount of 8.5% senior secured notes due 2018 (the "2018 Notes") at an offering price of 100% . We used a portion of the net proceeds from the 2018 Notes to repay all of our outstanding borrowings under the Revolving Facility and to redeem all $61.1 million of our outstanding 9.5% senior secured notes due 2015 (the "2013 Notes"). The 2018 Notes are governed by an indenture (the “Indenture”) dated as of November 22, 2013, by and among us and U.S. Bank National Association, as trustee and noteholder collateral agent. We are obligated to pay interest at 8.5% on the 2018 Notes on June 1 and December 1 of each year. 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 our ability and our restricted subsidiaries' ability to engage in certain transactions, as described below, and also contains customary events of default. The Indenture contains 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 all of our domestic wholly owned 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"), and are guaranteed on a full and unconditional basis by each of its domestic wholly owned subsidiaries. The guarantees are joint and several. U.S. Concrete, Inc. does not have any independent assets or operations, and none of its foreign subsidiaries guarantee the 2018 Notes. There are no significant restrictions on the ability of the Company or any guarantor to obtain funds from its subsidiaries by dividend or loan. For additional information regarding our guarantor and non-guarantor subsidiaries, see the information set forth in Note 17. 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 our assets securing the Revolving Facility on a first-priority basis, including inventory (including as-extracted collateral), accounts receivable, 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 On October 29, 2013, we entered into a First Amended and Restated Loan and Security Agreement (the “2013 Loan Agreement”) with certain financial institutions named therein, as lenders (the "Lenders") and the administrative agent, which amended and restated our then existing credit agreement and provided us with the Revolving Facility. On November 18, 2015, we entered into a Second Amended and Restated Loan and Security Agreement (the “Second A/R Loan Agreement”) which amended and restated the 2013 Loan Agreement. Among other things, the Second A/R Loan Agreement increased the revolving commitments of the Revolving Facility from $175.0 million to $250.0 million and extended the maturity date to the earlier of (i) November 18, 2020 or (ii) sixty days prior to the maturity date of the 2018 Notes (if then outstanding) or the refinancing of debt thereof, as applicable. The Second A/R Loan Agreement also included an accordion feature that allows for increases in the total revolving commitments by as much as $100.0 million . Additionally, the applicable margin for each of the LIBOR loans and base rate loans was lowered so that, depending on the average availability under the Second A/R Loan Agreement, the applicable margin ranges from 1.25% to 1.75% for LIBOR loans and 0.00% to 0.50% for base rate loans. As of March 31, 2016 , we had $65.0 million of outstanding borrowings on the Second A/R Loan Agreement. The weighted average interest rate for the Second A/R Loan Agreement was 1.94% as of March 31, 2016 . Our actual maximum credit availability under the Revolving Facility varies from time to time and is determined by calculating the value of our eligible accounts receivable, inventory, mixer trucks and, after the occurrence of certain events, machinery, which serve as priority collateral for the Revolving Facility, minus reserves imposed by the Lenders and other adjustments, all as specified in the Second A/R Loan Agreement and discussed further below. Our availability under the Revolving Facility at March 31, 2016 decreased to $94.6 million from $131.2 million at December 31, 2015 . The Second A/R Loan Agreement also contains a provision for over-advances and protective advances by Lenders, in each case, of up to $25.0 million in excess of borrowing base levels. The Second A/R Loan Agreement provides for swingline loans, up to a $15.0 million sublimit, and letters of credit, up to a $30.0 million sublimit. Loans under the Revolving Facility are in the form of either base rate loans or “LIBOR loans” denominated in U.S. dollars. The interest rate for base rate loans denominated in U.S. dollars fluctuates and is equal to the greater of (a) Bank of America’s prime rate; (b) the Federal funds rate, plus 0.50% ; or (c) the rate per annum for a 30 -days interest period equal to the British Bankers Association LIBOR Rate, as published by Reuters at approximately 11:00 a.m. (London time) two business days prior (“LIBOR”), plus 1.0% ; in each case plus the Applicable Margin, as defined in the Second A/R 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 Second A/R Loan Agreement. Issued and outstanding letters of credit are subject to a fee equal to the Applicable Margin, as defined in the Second A/R Loan Agreement, in effect for LIBOR loans, a fronting fee equal to 0.125% per annum on the stated amount of such letter of credit, and customary charges associated with the issuance and administration of letters of credit. Among other fees, we pay a commitment fee of either 0.25% or 0.375% per annum (due monthly) on the aggregate unused revolving commitments under the Revolving Facility. The fee we pay is determined by whether the amount of the unused line is above or below 50% of the aggregate Revolver Commitments, as defined in the Second A/R Loan Agreement. The Applicable Margin ranges from 0.00% to 0.50% for base rate loans and from 1.25% to 1.75% for LIBOR loans, and is determined based on Average Availability for the most recent fiscal quarter, as defined in the Second A/R 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. Loans under the Revolving Facility are limited by a borrowing base which is equal to the least of (a) the aggregate amount of Revolver Commitments minus each of the LC Reserve, the Senior Notes Availability Reserve, and the Tax Amount, all as defined in the Second A/R Loan Agreement, (b) the sum of (i) 90% of the face amount of eligible accounts receivable (reduced to 85% under certain circumstances), (ii) the lesser of (x) 70% of the value of eligible inventory or (y) 90% of the product of (A) the net orderly liquidation value of inventory divided by the value of the inventory and (B) multiplied by the value of eligible inventory (iii) (x) 85% of the net orderly liquidation value (as determined by the most recent appraisal) of eligible trucks plus (y) 80% of the cost of eligible trucks that have been acquired since the date of the latest appraisal of eligible trucks minus (z) 85% of the net orderly liquidation value of eligible trucks that have been sold since the date of the latest appraisal, minus (d) 85% of the depreciation amount applicable to eligible trucks, and (iv) (x) 85% of the net orderly liquidation value (as determined by the most recent appraisal) of eligible machinery minus (y) 85% of the net orderly liquidation value of eligible machinery that have been sold since the date of the latest appraisal, minus (z) 85% of the depreciation amount applicable to eligible machinery, minus the Availability Reserve and minus the Tax Amount, each as defined in the Second A/R Loan Agreement; provided that, notwithstanding anything herein to the contrary, in determining the borrowing base (i) pursuant to this clause (b), the value of the machinery set forth in clause (b)(iv) above shall be included in such determination only after a refinancing of, or amendment to, the 2018 Notes such that, following such refinancing or amendment, the Revolving Facility will not be subordinate in right of security with respect to such machinery and (ii) the borrowing base attributable to the eligible trucks and eligible machinery set forth in clauses (b) (iii) and (iv) above shall not exceed 30% of the borrowing base as of such date of determination or (c) the amount of a borrowing base calculated pursuant to the Indenture minus the greater of (i) $10.0 million and (ii) an amount equal to 5.0% of such borrowing base; provided however, clause (c) of the definition of borrowing base shall be permanently terminated if the 2018 Notes are refinanced or amended, in each case, such that the cap on the maximum amount of obligations able to be borrowed under the Revolving Facility set forth in the applicable intercreditor agreement and/or documentation governing such refinancing indebtedness is no less than 110% of the Revolver Commitments, as defined in the Second A/R Loan Agreement. 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 Second A/R Loan Agreement contains usual and customary negative covenants 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 or make other distributions; make loans; prepay certain indebtedness; and make investments or acquisitions. The negative covenants are subject to certain exceptions as specified in the Second A/R Loan Agreement. The Second A/R 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 Second A/R Loan Agreement. For the trailing 12-month period ended March 31, 2016, our fixed charge coverage ratio was 3.29 to 1.0. As of March 31, 2016 , we were in compliance with all covenants under the Second A/R Loan Agreement. The Second A/R Loan Agreement also includes customary events of default, including, among other things, payment default, covenant default, breach of representation or warranty, bankruptcy, cross-default, material ERISA events, change of control, material money judgments and failure to maintain subsidiary guarantees. The Second A/R Loan Agreement is secured by a first-priority lien on certain assets of the Company and our guarantors, including inventory (including as-extracted collateral), accounts receivable, 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 Second A/R Loan Agreement is also secured by a second-priority lien on the collateral securing the 2018 Notes on a first-priority basis. Capital Leases and Other Financing From 2013 through the first quarter of 2016 , 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 $26.4 million , with fixed annual interest rates ranging from 2.50% to 3.18% , payable monthly for terms ranging from four to five years. From 2013 through the first quarter of 2016 , we entered into leasing agreements with various other lenders for the purchase of mixer trucks and other machinery and equipment for a total principal amount of $21.9 million , with fixed annual interest rates ranging from less than 0.01% to 5.24% , payable monthly for terms ranging from two 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 $4.5 million as of March 31, 2016 and $4.0 million as of December 31, 2015 . As of March 31, 2016 , we had four promissory notes outstanding that were issued primarily in connection with acquisitions completed between February 2014 and August 2014 in an aggregate principal amount of $1.4 million . These promissory notes are payable either monthly or annually over two to nine years, with annual effective interest rates ranging from 3.49% to 12.48% . The weighted average interest rate of our capital leases and other financings was 3.09% and 3.07% as of March 31, 2016 and December 31, 2015 , respectively. |
WARRANTS
WARRANTS | 3 Months Ended |
Mar. 31, 2016 | |
Warrants and Rights Note Disclosure [Abstract] | |
WARRANTS | WARRANTS On August 31, 2010 (the "Effective Date"), we issued warrants to acquire common stock in two tranches: Class A Warrants to purchase an aggregate of approximately 1.5 million shares of common stock and Class B Warrants to purchase an aggregate of approximately 1.5 million shares of common stock (collectively, the "Warrants"). The Warrants were issued to holders of our predecessor common stock pro rata based on a holder’s stock ownership as of the Effective Date. The Warrants have been included in derivative liabilities on the accompanying condensed consolidated balance sheets (see Note 10) and are recorded at their fair value (see Note 11). The Warrants are also included in the potentially dilutive securities included in the calculation of diluted earnings (loss) per share as shares of our common stock would be issued if the Warrants were exercised (see Note 14). 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. As of March 31, 2016 , there were 1.1 million of Class A Warrants and 1.0 million of Class B Warrants outstanding. |
DERIVATIVES
DERIVATIVES | 3 Months Ended |
Mar. 31, 2016 | |
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 FASB Accounting Standards Codification ("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. The following table presents the fair value of our derivative instruments as of March 31, 2016 and December 31, 2015 (in thousands): Fair Value Derivative Instruments Not Designated As Hedging Instruments Under ASC 815 Balance Sheet Location March 31, 2016 December 31, 2015 Warrants Derivative liabilities $ 73,716 $ 67,401 The following table presents the effect of derivative instruments on our condensed consolidated statements of operations for the three months ended March 31, 2016 and 2015 , respectively, excluding income tax effects (in thousands): Three Months Ended Derivative Instruments Not Designated As Hedging Instruments Under ASC 815 Location of Loss Recognized March 31, 2016 March 31, 2015 Warrants Derivative loss $ (12,780 ) $ (11,499 ) Warrant volume positions represent the number of shares of common stock underlying the instruments. The table below presents our volume positions as of March 31, 2016 and December 31, 2015 (in thousands): Number of Shares Derivative Instruments Not Designated As Hedging Instruments Under ASC 815 March 31, 2016 December 31, 2015 Warrants 2,078 2,361 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 | 3 Months Ended |
Mar. 31, 2016 | |
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 as of March 31, 2016 and December 31, 2015 (in thousands): March 31, 2016 Total Level 1 Level 2 Level 3 Derivative – Warrants $ 73,716 $ — $ 73,716 $ — Contingent consideration, including current portion (1) (2) (3) (4) (5) (6) 28,346 — — 28,346 $ 102,062 $ — $ 73,716 $ 28,346 December 31, 2015 Total Level 1 Level 2 Level 3 Derivative – Warrants $ 67,401 $ — $ 67,401 $ — Contingent consideration, including current portion (1) (2) (3) (4) (5) (6) 30,119 — — 30,119 $ 97,520 $ — $ 67,401 $ 30,119 (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 earn-out payments associated with the 2012 acquisition of Bode Gravel Co. and Bode Concrete LLC. 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 $1.5 million and $3.5 million as of March 31, 2016 and December 31, 2015 , respectively. (3) Includes the fair value of the earn-out payments associated with the 2014 acquisition of Mobile-Crete of South Texas, LLC and Scofield Construction Services, LLC. 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 West Texas Intermediate crude oil ("WTI") prices reaching certain predetermined levels from December 8, 2015 through December 7, 2016, using a discount rate of 3.50% as of both March 31, 2016 and December 31, 2015 . The fair value of the Mobile-Crete earn-out was less than $0.1 million as of both March 31, 2016 and December 31, 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 8.50% . The fair value of the Right Away Earn-out was $4.2 million and $4.7 million as of March 31, 2016 and December 31, 2015 , respectively. (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 10.50% and 10.53% as of March 31, 2016 and December 31, 2015 , respectively. The fair value of the Ferrara Bros. Contingent Consideration was $22.0 million and $21.2 million as of March 31, 2016 and December 31, 2015 , respectively. (6) Includes the fair value of the DuBrook Earn-out (see Note 3). The fair value was determined based on the expected payouts that will be due to the former owners based on management's forecast of sales volumes, using a discount rate of 15.75% as of both March 31, 2016 and December 31, 2015 . The fair value of the DuBrook Earn-out was $0.7 million as of both March 31, 2016 and December 31, 2015 . 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 March 31, 2016 , observable market data existed for all of the key inputs in determining the fair value of our Warrants. 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 10.53% , a forecasted average of WTI prices from December 8, 2015 through December 7, 2016 from quoted sources, and management's estimates of future sales volumes and EBITDA. Changes in these inputs will impact the valuation of our contingent consideration obligations and will result in gain or loss each quarterly period. A reconciliation of the changes in Level 3 fair value measurements from December 31, 2015 to March 31, 2016 is provided below (in thousands): Contingent Consideration Balance at December 31, 2015 $ 30,119 Total losses included in earnings (1) 1,247 Payment on contingent consideration (3,020 ) Balance at March 31, 2016 $ 28,346 (1) Represents the net loss on revaluation of contingent consideration, which is included in loss on revaluation of contingent consideration in our condensed consolidated statements of operations. 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 $207.0 million as of March 31, 2016 . The carrying value of outstanding amounts under our Second A/R Loan Agreement approximates fair value due to the floating interest rate. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 and December 31, 2015 for other deferred tax assets because of uncertainty regarding their ultimate realization. Our total net deferred tax asset was approximately $8.5 million as of March 31, 2016 and $6.0 million as of December 31, 2015 . We made income tax payments of approximately $2.1 million and $0.3 million during the three months ended March 31, 2016 and 2015 . Our effective tax rate differs substantially from the federal statutory rate primarily due to the tax impact of our Warrants, for which we recorded a non-cash derivative loss of $12.8 million and $11.5 million for the three months ended March 31, 2016 and 2015, respectively. The derivative loss is excluded from the calculation of our income tax provision, thus increasing our tax expense in periods when we record a derivative loss. Further, exercises of the Warrants are treated as an unrecognized tax benefit for purposes of calculating our tax provision. For the three months ended March 31, 2016 , our tax provision excluded $2.5 million related to this unrecognized tax benefit for federal and state tax purposes. There was no tax effect to our tax provision for the three months ended March 31, 2015 related to the Warrants due to a full valuation allowance on our deferred tax assets through the third quarter of 2015. We record changes in our unrecognized tax benefits based on anticipated federal and state tax filing positions on a quarterly basis. For the three months ended March 31, 2016 and March 31, 2015, we recorded unrecognized tax benefits of $2.7 million and $4.7 million , respectively. 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 expense of $2.0 million and a tax benefit of $0.1 million in loss from continuing operations for the three months ended March 31, 2016 and 2015 , respectively. We recorded a tax benefit of $0.1 million and a tax expense of less than $0.1 million allocated to discontinued operations for the three months ended March 31, 2016 and 2015 , respectively. The intra-period tax allocation between the results from continuing operations and discontinued operations in the three months ended March 31, 2016 and 2015 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 | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS' EQUITY Common Stock and Preferred Stock The following table presents information regarding our common stock (in thousands): March 31, 2016 December 31, 2015 Shares authorized 100,000 100,000 Shares outstanding at end of period 15,192 14,871 Shares held in treasury 842 842 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 our Board of Directors (the "Board"). The Board, without further approval of the stockholders, is authorized to fix the dividend rights and terms, conversion rights, voting rights, redemption rights and terms, liquidation preferences, and any other rights, preferences and restrictions applicable to each series of the preferred stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, adversely affect the voting power of the holders of the common stock and, under certain circumstances, make it more difficult for a third party to gain control of us, discourage bids for our common stock at a premium or otherwise affect the market price of our common stock. There was no preferred stock issued or outstanding as of March 31, 2016 or December 31, 2015 . 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 months ended March 31, 2016 and 2015 under the Share Repurchase Program. 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 1,200 shares of common stock with a total value of $0.1 million during the three months ended March 31, 2016 . We withheld approximately 13,000 shares of common stock with a total value of $0.4 million during the three months ended March 31, 2015 . We accounted for the withholding of these shares as treasury stock. |
NET EARNINGS (LOSS) PER SHARE
NET EARNINGS (LOSS) PER SHARE | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
NET EARNINGS (LOSS) PER SHARE | NET EARNINGS (LOSS) PER SHARE Basic earnings (loss) per share is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding during the period after giving effect to all potentially dilutive securities outstanding during the period. For the three months ended March 31, 2016 and 2015 , 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 March 31, 2016 2015 Potentially dilutive shares: Unvested restricted stock and restricted stock units 400 410 Stock options 30 46 Warrants 2,078 2,999 Total potentially dilutive shares 2,508 3,455 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 , there are no material product defect claims pending against us. Accordingly, our existing accruals for claims against us do not reflect any material amounts relating to product defect claims. While our management is not aware of any facts that would reasonably be expected to lead to material product defect claims against us that would have a material adverse effect on our business, financial condition or results of operations, it is possible that claims could be asserted against us in the future. We do not maintain insurance that would cover all damages resulting from product defect claims. In particular, we generally do not maintain insurance coverage for the cost of removing and rebuilding structures. 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 March 31, 2016 . 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 March 31, 2016 . 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 $12.2 million as of March 31, 2016 , compared to $12.0 million as of December 31, 2015 , 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 $19.8 million in performance bonds that various contractors, states and municipalities have required as of March 31, 2016 . The bonds principally relate to construction contracts, reclamation obligations, licensing and permitting. We and our subsidiaries have indemnified the underwriting insurance company against any exposure under the performance bonds. No material claims have been made against these bonds as of March 31, 2016 . |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2016 | |
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 markets: Texas, northern California, New York, New Jersey, Washington, D.C., Oklahoma, and the U.S. Virgin Islands. Our aggregate products segment includes crushed stone, sand and gravel products and serves the north and west Texas, New York, New Jersey, Southern Oklahoma, and U.S. Virgin Islands markets in which our ready-mixed concrete segment operates. Other products not associated with a reportable segment include our building materials stores, hauling operations, lime slurry, ARIDUS ® Rapid Drying Concrete technology, brokered product sales, a recycled aggregates operation, an aggregate distribution operation, and an industrial waterfront marine terminal and sales yard. The financial results of the acquisitions completed in 2016 and 2015 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 is 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 plus the provision (benefit) for income taxes, net interest expense, depreciation, depletion and amortization, derivative gain (loss), gain (loss) on revaluation of contingent consideration, and gain (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 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 March 31, 2016 2015 Revenue: Ready-mixed concrete Sales to external customers $ 224,089 $ 155,044 Aggregate products Sales to external customers 7,859 5,231 Intersegment sales 7,286 3,679 Total aggregate products 15,145 8,910 Total reportable segment revenue 239,234 163,954 Other products and eliminations 5,811 7,384 Total revenue $ 245,045 $ 171,338 Reportable Segment Adjusted EBITDA: Ready-mixed concrete $ 27,755 $ 20,570 Aggregate products 2,924 177 Total reportable segment Adjusted EBITDA $ 30,679 $ 20,747 Reconciliation Of Reportable Segment Adjusted EBITDA To Loss From Continuing Operations Before Income Taxes: Total reportable segment Adjusted EBITDA $ 30,679 $ 20,747 Other products and eliminations income from operations 1,558 828 Corporate overhead (9,812 ) (8,785 ) Depreciation, depletion and amortization for reportable segments (10,695 ) (7,009 ) Interest expense, net (5,700 ) (5,153 ) Corporate derivative loss (12,780 ) (11,499 ) Loss on revaluation of contingent consideration (1,247 ) — Corporate and other products and eliminations other income, net 149 90 Loss from continuing operations before income taxes $ (7,848 ) $ (10,781 ) Capital Expenditures: Ready-mixed concrete $ 5,157 $ 1,686 Aggregate products 4,999 1,234 Other products and corporate 1,064 626 Total capital expenditures $ 11,220 $ 3,546 Revenue By Product: Ready-mixed concrete $ 224,089 $ 155,044 Aggregate products 7,859 5,231 Aggregates distribution 4,766 3,034 Building materials 3,748 3,834 Lime 2,363 1,497 Hauling 1,531 1,038 Other 689 1,660 Total revenue $ 245,045 $ 171,338 Identifiable Property, Plant And Equipment Assets: As of March 31, 2016 As of December 31, 2015 Ready-mixed concrete $ 168,026 $ 166,837 Aggregate products 72,393 65,937 Other products and corporate 17,668 15,349 Total identifiable assets $ 258,087 $ 248,123 |
SUPPLEMENTAL CONDENSED CONSOLID
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION | 3 Months Ended |
Mar. 31, 2016 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION | SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION The 2018 Notes are fully and unconditionally and jointly and severally guaranteed on a senior secured basis by all of our domestic wholly owned subsidiaries, each a guarantor subsidiary. The 2018 Notes are not guaranteed by any foreign subsidiaries of the Company, each a non-guarantor subsidiary. During the fourth quarter of 2015, we acquired two entities that have been designated as non-guarantor subsidiaries under our 2018 Notes. As such, we are required to provide condensed consolidating financial information in accordance with Rule 3-10 of Regulation S-X. We had no non-guarantor subsidiaries for the quarter ended March 31, 2015. The following condensed consolidating financial statements present, in separate columns, financial information for (i) the Parent on a parent only basis, (ii) the guarantor subsidiaries on a combined basis, (iii) the non-guarantor subsidiaries on a combined basis, (iv) the eliminations and reclassifications necessary to arrive at the information for the Company on a consolidated basis, and (v) the Company on a consolidated basis. The following condensed consolidating financial statements of U.S. Concrete, Inc. and its subsidiaries present investments in consolidated subsidiaries using the equity method of accounting. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions. U.S. CONCRETE, INC. AND SUBSIDARIES CONDENSED CONSOLIDATING BALANCE SHEET MARCH 31, 2016 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 7,681 $ 1,154 $ — $ 8,835 Trade accounts receivable, net — 157,761 286 — 158,047 Inventories — 35,379 2,677 — 38,056 Prepaid expenses — 9,328 70 — 9,398 Other receivables — 6,514 105 — 6,619 Other current assets 26,163 1,952 5 (26,163 ) 1,957 Total current assets 26,163 218,615 4,297 (26,163 ) 222,912 Property, plant and equipment, net — 251,927 6,160 — 258,087 Goodwill — 89,316 24,434 — 113,750 Intangible assets, net — 92,456 1,638 — 94,094 Deferred income taxes — 8,407 52 — 8,459 Investment in subsidiaries 314,906 — — (314,906 ) — Intercompany receivables 141,073 — — (141,073 ) — Other assets — 5,367 47 — 5,414 Total assets $ 482,142 $ 666,088 $ 36,628 $ (482,142 ) $ 702,716 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 155 $ 80,137 $ 598 $ — $ 80,890 Accrued liabilities 9,790 87,472 2,409 (26,163 ) 73,508 Current maturities of long-term debt — 10,052 — — 10,052 Derivative liabilities 73,716 — — — 73,716 Total current liabilities 83,661 177,661 3,007 (26,163 ) 238,166 Long-term debt, net of current maturities 259,388 27,030 — — 286,418 Other long-term obligations and deferred credits 5,061 39,039 — — 44,100 Intercompany payables — 133,618 7,455 (141,073 ) — Total liabilities 348,110 377,348 10,462 (167,236 ) 568,684 Total equity 134,032 288,740 26,166 (314,906 ) 134,032 Total liabilities and equity $ 482,142 $ 666,088 $ 36,628 $ (482,142 ) $ 702,716 U.S. CONCRETE, INC. AND SUBSIDARIES CONDENSED CONSOLIDATING BALANCE SHEET (RESTATED) DECEMBER 31, 2015 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 3,854 $ 71 $ — $ 3,925 Trade accounts receivable, net — 170,133 1,123 — 171,256 Inventories — 34,149 2,577 — 36,726 Prepaid expenses — 4,091 152 — 4,243 Other receivables — 7,736 29 — 7,765 Other current assets 24,152 2,371 44 (24,193 ) 2,374 Total current assets 24,152 222,334 3,996 (24,193 ) 226,289 Property, plant and equipment, net — 242,048 6,075 — 248,123 Goodwill — 73,638 26,566 — 100,204 Intangible assets, net — 95,754 — — 95,754 Deferred income taxes — 6,089 — (63 ) 6,026 Investment in subsidiaries 308,346 — — (308,346 ) — Intercompany receivables 119,070 — — (119,070 ) — Other assets — 5,254 47 — 5,301 Total assets $ 451,568 $ 645,117 $ 36,684 $ (451,672 ) $ 681,697 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 274 $ 78,902 $ 1,243 $ — $ 80,419 Accrued liabilities 4,507 103,247 2,293 (24,193 ) 85,854 Current maturities of long-term debt — 9,386 — — 9,386 Derivative liabilities 67,401 — — — 67,401 Total current liabilities 72,182 191,535 3,536 (24,193 ) 243,060 Long-term debt, net of current maturities 238,850 27,364 — — 266,214 Other long-term obligations and deferred credits 6,529 31,887 — — 38,416 Deferred income taxes — — 63 (63 ) — Intercompany payables — 112,164 6,906 (119,070 ) — Total liabilities 317,561 362,950 10,505 (143,326 ) 547,690 Total equity 134,007 282,167 26,179 (308,346 ) 134,007 Total liabilities and equity $ 451,568 $ 645,117 $ 36,684 $ (451,672 ) $ 681,697 U.S. CONCRETE, INC. AND SUBSIDARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS QUARTER ENDED MARCH 31, 2016 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated Revenue $ — $ 240,371 $ 4,674 $ — $ 245,045 Cost of goods sold before depreciation, depletion and amortization — 194,551 4,207 — 198,758 Selling, general and administrative expenses — 22,696 467 — 23,163 Depreciation, depletion and amortization — 11,492 149 — 11,641 Loss on revaluation of contingent consideration 445 802 — — 1,247 Loss on sale of assets — 101 — — 101 (Loss) income from operations (445 ) 10,729 (149 ) — 10,135 Interest expense, net (5,375 ) (320 ) (5 ) — (5,700 ) Derivative loss (12,780 ) — — — (12,780 ) Other income, net — 494 3 — 497 (Loss) income from continuing operations before income taxes and equity in earnings of subsidiaries (18,600 ) 10,903 (151 ) — (7,848 ) Income tax (benefit) expense (2,011 ) 4,140 (138 ) — 1,991 Net (loss) income from continuing operations before equity in earnings of subsidiaries (16,589 ) 6,763 (13 ) — (9,839 ) Loss from discontinued operations, net of taxes and before equity in earnings of subsidiaries — (188 ) — — (188 ) Net (loss) income before equity in earnings of subsidiaries (16,589 ) 6,575 (13 ) — (10,027 ) Equity in earnings of subsidiaries 6,562 — — (6,562 ) — Net (loss) income $ (10,027 ) $ 6,575 $ (13 ) $ (6,562 ) $ (10,027 ) U.S. CONCRETE, INC. AND SUBSIDARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS QUARTER ENDED MARCH 31, 2016 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations U.S. Concrete Consolidated Net cash provided by (used in) operating activities $ (808 ) $ 17,997 $ 636 $ — $ 17,825 Cash flows from investing activities: Purchases of property, plant and equipment — (11,118 ) (102 ) — (11,220 ) Payments for acquisitions — (18,681 ) — — (18,681 ) Proceeds from disposals of property, plant and equipment — 37 — — 37 Proceeds from disposals of business units — 125 — — 125 Net cash used in investing activities — (29,637 ) (102 ) — (29,739 ) Cash flows from financing activities: Proceeds from revolver borrowings 84,956 — — — 84,956 Repayments of revolver borrowings (64,956 ) — — — (64,956 ) Proceeds from exercise of stock options and warrants 57 — — — 57 Payments of other long-term obligations (657 ) (2,286 ) — — (2,943 ) Payments for other financing — (2,324 ) — — (2,324 ) Excess tax benefits from stock-based compensation 2,215 — — — 2,215 Debt issuance costs (119 ) — — — (119 ) Other treasury share purchases (62 ) — — — (62 ) Intercompany funding (20,626 ) 20,077 549 — — Net cash used in financing activities 808 15,467 549 — 16,824 Net increase in cash and cash equivalents — 3,827 1,083 — 4,910 Cash and cash equivalents at beginning of period — 3,854 71 — 3,925 Cash and cash equivalents at end of period $ — $ 7,681 $ 1,154 $ — $ 8,835 |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
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 Amendment No. 1 to Annual Report on Form 10-K/A for the year ended December 31, 2015 (the " 2015 Form 10-K/A"). 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 months ended March 31, 2016 are not necessarily indicative of our results expected for the year ending December 31, 2016 , 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. |
Reclassifications | Certain reclassifications have been made to prior year balances to conform with the current year presentation. |
Recent Accounting Pronouncements and Significant Accounting Policies | In March 2016, the Financial Accounting Standards Board (the "FASB") issued an amendment related to share-based payments to employees. The amendment simplifies several aspects of share-based payment transactions, including accounting for excess tax benefits and tax deficiencies, classification of excess tax benefits on the statement of cash flows, accounting for forfeitures, classification of awards that permit repurchases to satisfy statutory tax withholding requirements, and classification of tax payments on behalf of employees on the statement of cash flows. The new amendment is effective for annual periods beginning after December 15, 2016 and interim periods within those periods, with early adoption permitted. We are currently evaluating the impact that this new guidance will have on our consolidated financial statements and results of operations and, as a result, we have not yet adopted this new guidance. In February 2016, the FASB issued an amendment related to leases. The new guidance requires the recognition of lease assets and lease liabilities by lessees for all leases greater than one year in duration and classified as operating leases under previous guidance. The new standard is effective for annual periods beginning after December 15, 2018 and interim periods within those periods, with early adoption permitted. We are currently evaluating the impact that this standard will have on our consolidated financial statements and results of operations and, as a result, we have not yet adopted this new guidance. 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 31, 2015 and interim periods within those annual periods, with early adoption permitted. We adopted this standard effective with the quarter ended March 31, 2016 and elected to present debt issuance costs related to line-of-credit arrangements as a reduction of the carrying value of debt. Adoption of this standard resulted in a reclassification of our unamortized debt issuance costs of $6.1 million from other assets to long-term debt, net of current maturities in our consolidated balance sheet as of December 31, 2015 . |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Business Acquisition [Line Items] | |
Major Classes of Intangible Assets Acquired | The major classes of intangible assets acquired in the 2015 acquisitions were as follows (in thousands): Weighted Average Amortization Period (In Years) Fair Value At Acquisition Date Trade names 24.23 $ 35,572 Customer relationships 8.21 20,757 Non-compete agreements 5.00 2,471 Leasehold interests 12.89 4,143 Favorable contract 3.50 3,650 Backlog 1.00 1,640 Total $ 68,233 Our purchased intangible assets were as follows as of March 31, 2016 and December 31, 2015 (in thousands): March 31, 2016 Gross Accumulated Amortization Net Weighted Average Remaining Life (In Years) Definite-lived intangible assets Trade names $ 40,302 $ (2,613 ) $ 37,689 21.86 Customer relationships 46,812 (9,381 ) 37,431 7.08 Non-competes 11,098 (2,806 ) 8,292 3.72 Leasehold interests 7,525 (841 ) 6,684 10.25 Favorable contract 3,650 (1,130 ) 2,520 2.42 Backlog 1,640 (1,640 ) — — Total definite-lived intangible assets 111,027 (18,411 ) 92,616 12.90 Indefinite-lived intangible assets Land rights (1) 1,478 — 1,478 Total purchased intangible assets $ 112,505 $ (18,411 ) $ 94,094 (1) Land rights acquired in the 2014 acquisition of the Custom-Crete assets from Oldcastle Architectural, Inc. will be reclassified to property, plant and equipment upon the division of certain shared properties and settlement of the associated deferred payment. December 31, 2015 Gross Accumulated Amortization Net Weighted Average Remaining Life (In Years) Definite-lived intangible assets Trade names $ 40,302 $ (2,060 ) $ 38,242 22.04 Customer relationships 45,969 (7,939 ) 38,030 7.34 Non-competes 10,167 (2,211 ) 7,956 3.87 Leasehold interests 7,525 (668 ) 6,857 10.49 Favorable contract 3,650 (869 ) 2,781 2.67 Backlog 1,640 (1,230 ) 410 0.25 Total definite-lived intangible assets 109,253 (14,977 ) 94,276 13.07 Indefinite-lived intangible assets Land rights (1) 1,478 — 1,478 Total purchased intangible assets $ 110,731 $ (14,977 ) $ 95,754 (1) Land rights acquired in the 2014 acquisition of the Custom-Crete assets from Oldcastle Architectural, Inc. will be reclassified to property, plant and equipment upon the division of certain shared properties and settlement of the associated deferred payment. |
Estimated Future Aggregate Amortization Expense of Intangible Assets Acquired | As of March 31, 2016 , the estimated future aggregate amortization expense of intangible assets from the 2015 acquisitions was as follows (in thousands): Year Ending December 31, 2016 (remainder of the year) $ 4,718 2017 6,181 2018 5,761 2019 4,752 2020 4,505 Thereafter 34,676 Total $ 60,593 As of March 31, 2016 , the estimated remaining amortization of our finite-lived intangible assets was as follows (in thousands): Year Ending December 31, 2016 (remainder of the year) $ 8,903 2017 11,676 2018 11,229 2019 9,820 2020 8,153 Thereafter 42,835 Total $ 92,616 |
Pro Forma Information | The unaudited pro forma information presented below reflects the combined financial results for all of the acquisitions completed during 2015 and the Greco acquisition, excluding one of the 2015 Other Acquisitions, 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 months ended March 31, 2016 and 2015 as if the 2015 acquisitions had been completed on January 1, 2014 and the Greco acquisition had been completed on January 1, 2015 (in thousands, except per share information): Three Months Ended March 31, 2016 2015 Revenue from continuing operations $ 251,738 $ 208,522 Net loss $ (8,643 ) $ (11,057 ) Loss per share, basic $ (0.58 ) $ (0.82 ) Loss per share, diluted $ (0.58 ) $ (0.82 ) |
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 March 31, 2016 2015 Increase (decrease) in intangible amortization expense $ 661 $ (1,573 ) Decrease in depreciation expense — 231 Exclusion of buyer transaction costs 628 584 Exclusion of seller transaction costs — 46 Exclusion of pension expense for pension plan not acquired — 212 Exclusion of segment results for segment not acquired — (99 ) Increase in interest expense — (243 ) Increase (decrease) in income tax expense 503 (5 ) Net adjustments $ 1,792 $ (847 ) |
2015 Acquisitions [Member] | |
Business Acquisition [Line Items] | |
Allocation of Consideration Paid to Net Tangible and Intangible Assets Acquired and Liabilities Assumed | The following table summarizes the total consideration for the 2015 acquisitions and presents 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) Colonial (3)(4) DuBrook (3)(5) Wantage (3)(6) Heavy (3)(7) All Other (3)(8) Cash $ 928 $ 67 $ 888 $ — $ — $ 20 $ — Accounts receivable 1,832 13,224 4,305 1,218 — 1,334 — Inventory 348 1,434 378 349 — 1,449 754 Other current assets 196 608 126 739 — 92 — Property, plant and equipment 9,696 13,147 6,325 2,394 15,793 6,095 5,153 Definite-lived intangible assets 7,036 50,310 4,640 4,473 — — 1,774 Other long-term assets — — 153 — — 47 — Total assets acquired 20,036 78,790 16,815 9,173 15,793 9,037 7,681 Current liabilities 1,399 6,944 5,864 910 — 3,269 91 Long-term deferred income tax 5,546 — — — — — — Other long-term liabilities — — — 59 — — — Total liabilities assumed 6,945 6,944 5,864 969 — 3,269 91 Goodwill 10,703 6,916 4,245 3,887 2,202 20,884 6,159 Total consideration $ 23,794 $ 78,762 $ 15,196 $ 12,091 $ 17,995 $ 26,652 $ 13,749 (1) 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. Total consideration for the Right Away acquisition includes $19.9 million of cash and $3.9 million for the fair value of the Right Away Earn-out as of the acquisition date. The purchase price allocation for Right Away is final. (2) The fair value of the Ferrara Bros. acquired accounts receivable is $13.2 million , 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. Total consideration for the Ferrara Bros. acquisition includes $44.1 million of cash, approximately 442,000 shares of our common stock valued at approximately $15.1 million on the date of issuance, and $19.6 million for the fair value of the Ferrara Bros. Contingent Consideration as of the acquisition date. The purchase price allocation for Ferrara Bros. is final. (3) The purchase price allocations for the Colonial, Dubrook, Wantage, and Heavy acquisitions and the acquisitions included in the caption "All Other" above are preliminary and remain subject to adjustments, including, but not limited to, working capital, certain accrued liabilities, and the fair value of identifiable intangible assets and property, plant, and equipment. (4) The fair value of the Colonial acquired accounts receivable approximates the gross contractual amount as of the acquisition date. (5) The fair value of the DuBrook acquired accounts receivable approximates the gross contractual amount as of the acquisition date. Total consideration for the DuBrook acquisition includes $11.5 million of cash and $0.6 million for the fair value of the Dubrook Earn-out as of the acquisition date. (6) Total consideration for the Wantage acquisition includes $15.2 million of cash and $2.8 million for the fair value of deferred payments due to the previous owners. (7) The fair value of the Heavy acquired accounts receivable is $1.3 million , pending further analysis, with a gross contractual amount of $4.3 million . We do not expect to collect $3.0 million of the Heavy acquired accounts receivable, pending further review. Total consideration for the Heavy acquisition includes $21.9 million of cash and $4.8 million for the fair value of deferred payments due to the previous owners. (8) Total consideration for the 2015 Other Acquisitions includes $12.0 million of cash and $1.7 million for the fair value of deferred payments due to the previous owners. |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Results of Discontinued Operations | The results of these discontinued operations were as follows (in thousands): Three Months Ended March 31, 2016 2015 Revenue $ — $ 3,294 Operating expenses excluding depreciation, depletion and amortization 300 3,070 (Loss) income from discontinued operations, before income taxes (300 ) 224 Income tax (benefit) expense (112 ) 1 (Loss) income from discontinued operations, net of taxes $ (188 ) $ 223 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories as of March 31, 2016 and December 31, 2015 consisted of the following (in thousands): March 31, 2016 December 31, 2015 Raw materials $ 34,874 $ 33,792 Building materials for resale 1,981 1,736 Other 1,201 1,198 Total inventories $ 38,056 $ 36,726 |
GOODWILL AND INTANGIBLE ASSET28
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in Goodwill by Reportable Segment | The changes in goodwill by reportable segment from January 1, 2016 to March 31, 2016 were as follows (in thousands): March 31, 2016 Ready-Mixed Concrete Segment Aggregate Products Segment Other Non-Reportable Segments Total Balance at January 1, 2016 $ 82,958 $ 13,984 $ 3,262 $ 100,204 2016 acquisitions (See Note 3) 18,595 — — 18,595 All other purchase price allocation adjustments (See Note 3) (2,142 ) (2,907 ) — (5,049 ) Balance at March 31, 2016 $ 99,411 $ 11,077 $ 3,262 $ 113,750 |
Schedule of Purchased Intangible Assets | The major classes of intangible assets acquired in the 2015 acquisitions were as follows (in thousands): Weighted Average Amortization Period (In Years) Fair Value At Acquisition Date Trade names 24.23 $ 35,572 Customer relationships 8.21 20,757 Non-compete agreements 5.00 2,471 Leasehold interests 12.89 4,143 Favorable contract 3.50 3,650 Backlog 1.00 1,640 Total $ 68,233 Our purchased intangible assets were as follows as of March 31, 2016 and December 31, 2015 (in thousands): March 31, 2016 Gross Accumulated Amortization Net Weighted Average Remaining Life (In Years) Definite-lived intangible assets Trade names $ 40,302 $ (2,613 ) $ 37,689 21.86 Customer relationships 46,812 (9,381 ) 37,431 7.08 Non-competes 11,098 (2,806 ) 8,292 3.72 Leasehold interests 7,525 (841 ) 6,684 10.25 Favorable contract 3,650 (1,130 ) 2,520 2.42 Backlog 1,640 (1,640 ) — — Total definite-lived intangible assets 111,027 (18,411 ) 92,616 12.90 Indefinite-lived intangible assets Land rights (1) 1,478 — 1,478 Total purchased intangible assets $ 112,505 $ (18,411 ) $ 94,094 (1) Land rights acquired in the 2014 acquisition of the Custom-Crete assets from Oldcastle Architectural, Inc. will be reclassified to property, plant and equipment upon the division of certain shared properties and settlement of the associated deferred payment. December 31, 2015 Gross Accumulated Amortization Net Weighted Average Remaining Life (In Years) Definite-lived intangible assets Trade names $ 40,302 $ (2,060 ) $ 38,242 22.04 Customer relationships 45,969 (7,939 ) 38,030 7.34 Non-competes 10,167 (2,211 ) 7,956 3.87 Leasehold interests 7,525 (668 ) 6,857 10.49 Favorable contract 3,650 (869 ) 2,781 2.67 Backlog 1,640 (1,230 ) 410 0.25 Total definite-lived intangible assets 109,253 (14,977 ) 94,276 13.07 Indefinite-lived intangible assets Land rights (1) 1,478 — 1,478 Total purchased intangible assets $ 110,731 $ (14,977 ) $ 95,754 (1) Land rights acquired in the 2014 acquisition of the Custom-Crete assets from Oldcastle Architectural, Inc. will be reclassified to property, plant and equipment upon the division of certain shared properties and settlement of the associated deferred payment. |
Estimated Remaining Amortization of Finite-Lived Intangible Assets | As of March 31, 2016 , the estimated future aggregate amortization expense of intangible assets from the 2015 acquisitions was as follows (in thousands): Year Ending December 31, 2016 (remainder of the year) $ 4,718 2017 6,181 2018 5,761 2019 4,752 2020 4,505 Thereafter 34,676 Total $ 60,593 As of March 31, 2016 , the estimated remaining amortization of our finite-lived intangible assets was as follows (in thousands): Year Ending December 31, 2016 (remainder of the year) $ 8,903 2017 11,676 2018 11,229 2019 9,820 2020 8,153 Thereafter 42,835 Total $ 92,616 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Liabilities | Our accrued liabilities were as follows (in thousands): March 31, 2016 December 31, 2015 (Restated) Accrued materials $ 23,348 $ 22,428 Accrued insurance reserves 13,900 15,341 Accrued compensation and benefits 9,279 15,024 Accrued interest 5,856 1,500 Accrued property, sales and other taxes 5,469 14,916 Deferred consideration 4,804 4,774 Contingent consideration, current portion 3,152 2,635 Deferred rent 1,925 1,838 Other 5,775 7,398 Total accrued liabilities $ 73,508 $ 85,854 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Summary of Debt and Capital Leases | A summary of our debt and capital leases was as follows (in thousands): March 31, 2016 December 31, 2015 Senior secured notes due 2018 $ 200,000 $ 200,000 Senior secured credit facility 65,000 45,000 Capital leases 17,056 16,555 Other financing 20,025 20,194 Debt issuance costs (5,611 ) (6,149 ) Total debt 296,470 275,600 Less: current maturities (10,052 ) (9,386 ) Long-term debt, net of current maturities $ 286,418 $ 266,214 |
DERIVATIVES (Tables)
DERIVATIVES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Derivative Instruments | The following table presents the fair value of our derivative instruments as of March 31, 2016 and December 31, 2015 (in thousands): Fair Value Derivative Instruments Not Designated As Hedging Instruments Under ASC 815 Balance Sheet Location March 31, 2016 December 31, 2015 Warrants Derivative liabilities $ 73,716 $ 67,401 |
Effect of Derivative Instruments on the Statements of Operations | The following table presents the effect of derivative instruments on our condensed consolidated statements of operations for the three months ended March 31, 2016 and 2015 , respectively, excluding income tax effects (in thousands): Three Months Ended Derivative Instruments Not Designated As Hedging Instruments Under ASC 815 Location of Loss Recognized March 31, 2016 March 31, 2015 Warrants Derivative loss $ (12,780 ) $ (11,499 ) |
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 as of March 31, 2016 and December 31, 2015 (in thousands): Number of Shares Derivative Instruments Not Designated As Hedging Instruments Under ASC 815 March 31, 2016 December 31, 2015 Warrants 2,078 2,361 |
FAIR VALUE DISCLOSURES (Tables)
FAIR VALUE DISCLOSURES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 as of March 31, 2016 and December 31, 2015 (in thousands): March 31, 2016 Total Level 1 Level 2 Level 3 Derivative – Warrants $ 73,716 $ — $ 73,716 $ — Contingent consideration, including current portion (1) (2) (3) (4) (5) (6) 28,346 — — 28,346 $ 102,062 $ — $ 73,716 $ 28,346 December 31, 2015 Total Level 1 Level 2 Level 3 Derivative – Warrants $ 67,401 $ — $ 67,401 $ — Contingent consideration, including current portion (1) (2) (3) (4) (5) (6) 30,119 — — 30,119 $ 97,520 $ — $ 67,401 $ 30,119 (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 earn-out payments associated with the 2012 acquisition of Bode Gravel Co. and Bode Concrete LLC. 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 $1.5 million and $3.5 million as of March 31, 2016 and December 31, 2015 , respectively. (3) Includes the fair value of the earn-out payments associated with the 2014 acquisition of Mobile-Crete of South Texas, LLC and Scofield Construction Services, LLC. 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 West Texas Intermediate crude oil ("WTI") prices reaching certain predetermined levels from December 8, 2015 through December 7, 2016, using a discount rate of 3.50% as of both March 31, 2016 and December 31, 2015 . The fair value of the Mobile-Crete earn-out was less than $0.1 million as of both March 31, 2016 and December 31, 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 8.50% . The fair value of the Right Away Earn-out was $4.2 million and $4.7 million as of March 31, 2016 and December 31, 2015 , respectively. (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 10.50% and 10.53% as of March 31, 2016 and December 31, 2015 , respectively. The fair value of the Ferrara Bros. Contingent Consideration was $22.0 million and $21.2 million as of March 31, 2016 and December 31, 2015 , respectively. (6) Includes the fair value of the DuBrook Earn-out (see Note 3). The fair value was determined based on the expected payouts that will be due to the former owners based on management's forecast of sales volumes, using a discount rate of 15.75% as of both March 31, 2016 and December 31, 2015 . The fair value of the DuBrook Earn-out was $0.7 million as of both March 31, 2016 and December 31, 2015 . |
Reconciliation of the Changes in Level 3 Fair Value Measurements | A reconciliation of the changes in Level 3 fair value measurements from December 31, 2015 to March 31, 2016 is provided below (in thousands): Contingent Consideration Balance at December 31, 2015 $ 30,119 Total losses included in earnings (1) 1,247 Payment on contingent consideration (3,020 ) Balance at March 31, 2016 $ 28,346 (1) Represents the net loss on revaluation of contingent consideration, which is included in loss on revaluation of contingent consideration in our condensed consolidated statements of operations. |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Information Regarding Common Stock | The following table presents information regarding our common stock (in thousands): March 31, 2016 December 31, 2015 Shares authorized 100,000 100,000 Shares outstanding at end of period 15,192 14,871 Shares held in treasury 842 842 |
NET EARNINGS (LOSS) PER SHARE (
NET EARNINGS (LOSS) PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share [Abstract] | |
Summary of Potentially Dilutive Shares Excluded From the Diluted Earnings (Loss) Per Share Calculations | The following table shows the type and number (in thousands) of potentially dilutive shares excluded from the diluted earnings (loss) per share calculations for the periods presented as their effect would have been anti-dilutive or they have not met their performance target: Three Months Ended March 31, 2016 2015 Potentially dilutive shares: Unvested restricted stock and restricted stock units 400 410 Stock options 30 46 Warrants 2,078 2,999 Total potentially dilutive shares 2,508 3,455 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 2015 Revenue: Ready-mixed concrete Sales to external customers $ 224,089 $ 155,044 Aggregate products Sales to external customers 7,859 5,231 Intersegment sales 7,286 3,679 Total aggregate products 15,145 8,910 Total reportable segment revenue 239,234 163,954 Other products and eliminations 5,811 7,384 Total revenue $ 245,045 $ 171,338 Reportable Segment Adjusted EBITDA: Ready-mixed concrete $ 27,755 $ 20,570 Aggregate products 2,924 177 Total reportable segment Adjusted EBITDA $ 30,679 $ 20,747 Reconciliation Of Reportable Segment Adjusted EBITDA To Loss From Continuing Operations Before Income Taxes: Total reportable segment Adjusted EBITDA $ 30,679 $ 20,747 Other products and eliminations income from operations 1,558 828 Corporate overhead (9,812 ) (8,785 ) Depreciation, depletion and amortization for reportable segments (10,695 ) (7,009 ) Interest expense, net (5,700 ) (5,153 ) Corporate derivative loss (12,780 ) (11,499 ) Loss on revaluation of contingent consideration (1,247 ) — Corporate and other products and eliminations other income, net 149 90 Loss from continuing operations before income taxes $ (7,848 ) $ (10,781 ) Capital Expenditures: Ready-mixed concrete $ 5,157 $ 1,686 Aggregate products 4,999 1,234 Other products and corporate 1,064 626 Total capital expenditures $ 11,220 $ 3,546 Revenue By Product: Ready-mixed concrete $ 224,089 $ 155,044 Aggregate products 7,859 5,231 Aggregates distribution 4,766 3,034 Building materials 3,748 3,834 Lime 2,363 1,497 Hauling 1,531 1,038 Other 689 1,660 Total revenue $ 245,045 $ 171,338 Identifiable Property, Plant And Equipment Assets: As of March 31, 2016 As of December 31, 2015 Ready-mixed concrete $ 168,026 $ 166,837 Aggregate products 72,393 65,937 Other products and corporate 17,668 15,349 Total identifiable assets $ 258,087 $ 248,123 |
SUPPLEMENTAL CONDENSED CONSOL36
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Condensed Consolidating Balance Sheet | U.S. CONCRETE, INC. AND SUBSIDARIES CONDENSED CONSOLIDATING BALANCE SHEET MARCH 31, 2016 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 7,681 $ 1,154 $ — $ 8,835 Trade accounts receivable, net — 157,761 286 — 158,047 Inventories — 35,379 2,677 — 38,056 Prepaid expenses — 9,328 70 — 9,398 Other receivables — 6,514 105 — 6,619 Other current assets 26,163 1,952 5 (26,163 ) 1,957 Total current assets 26,163 218,615 4,297 (26,163 ) 222,912 Property, plant and equipment, net — 251,927 6,160 — 258,087 Goodwill — 89,316 24,434 — 113,750 Intangible assets, net — 92,456 1,638 — 94,094 Deferred income taxes — 8,407 52 — 8,459 Investment in subsidiaries 314,906 — — (314,906 ) — Intercompany receivables 141,073 — — (141,073 ) — Other assets — 5,367 47 — 5,414 Total assets $ 482,142 $ 666,088 $ 36,628 $ (482,142 ) $ 702,716 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 155 $ 80,137 $ 598 $ — $ 80,890 Accrued liabilities 9,790 87,472 2,409 (26,163 ) 73,508 Current maturities of long-term debt — 10,052 — — 10,052 Derivative liabilities 73,716 — — — 73,716 Total current liabilities 83,661 177,661 3,007 (26,163 ) 238,166 Long-term debt, net of current maturities 259,388 27,030 — — 286,418 Other long-term obligations and deferred credits 5,061 39,039 — — 44,100 Intercompany payables — 133,618 7,455 (141,073 ) — Total liabilities 348,110 377,348 10,462 (167,236 ) 568,684 Total equity 134,032 288,740 26,166 (314,906 ) 134,032 Total liabilities and equity $ 482,142 $ 666,088 $ 36,628 $ (482,142 ) $ 702,716 U.S. CONCRETE, INC. AND SUBSIDARIES CONDENSED CONSOLIDATING BALANCE SHEET (RESTATED) DECEMBER 31, 2015 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 3,854 $ 71 $ — $ 3,925 Trade accounts receivable, net — 170,133 1,123 — 171,256 Inventories — 34,149 2,577 — 36,726 Prepaid expenses — 4,091 152 — 4,243 Other receivables — 7,736 29 — 7,765 Other current assets 24,152 2,371 44 (24,193 ) 2,374 Total current assets 24,152 222,334 3,996 (24,193 ) 226,289 Property, plant and equipment, net — 242,048 6,075 — 248,123 Goodwill — 73,638 26,566 — 100,204 Intangible assets, net — 95,754 — — 95,754 Deferred income taxes — 6,089 — (63 ) 6,026 Investment in subsidiaries 308,346 — — (308,346 ) — Intercompany receivables 119,070 — — (119,070 ) — Other assets — 5,254 47 — 5,301 Total assets $ 451,568 $ 645,117 $ 36,684 $ (451,672 ) $ 681,697 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 274 $ 78,902 $ 1,243 $ — $ 80,419 Accrued liabilities 4,507 103,247 2,293 (24,193 ) 85,854 Current maturities of long-term debt — 9,386 — — 9,386 Derivative liabilities 67,401 — — — 67,401 Total current liabilities 72,182 191,535 3,536 (24,193 ) 243,060 Long-term debt, net of current maturities 238,850 27,364 — — 266,214 Other long-term obligations and deferred credits 6,529 31,887 — — 38,416 Deferred income taxes — — 63 (63 ) — Intercompany payables — 112,164 6,906 (119,070 ) — Total liabilities 317,561 362,950 10,505 (143,326 ) 547,690 Total equity 134,007 282,167 26,179 (308,346 ) 134,007 Total liabilities and equity $ 451,568 $ 645,117 $ 36,684 $ (451,672 ) $ 681,697 |
Condensed Consolidating Statement of Operations | U.S. CONCRETE, INC. AND SUBSIDARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS QUARTER ENDED MARCH 31, 2016 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated Revenue $ — $ 240,371 $ 4,674 $ — $ 245,045 Cost of goods sold before depreciation, depletion and amortization — 194,551 4,207 — 198,758 Selling, general and administrative expenses — 22,696 467 — 23,163 Depreciation, depletion and amortization — 11,492 149 — 11,641 Loss on revaluation of contingent consideration 445 802 — — 1,247 Loss on sale of assets — 101 — — 101 (Loss) income from operations (445 ) 10,729 (149 ) — 10,135 Interest expense, net (5,375 ) (320 ) (5 ) — (5,700 ) Derivative loss (12,780 ) — — — (12,780 ) Other income, net — 494 3 — 497 (Loss) income from continuing operations before income taxes and equity in earnings of subsidiaries (18,600 ) 10,903 (151 ) — (7,848 ) Income tax (benefit) expense (2,011 ) 4,140 (138 ) — 1,991 Net (loss) income from continuing operations before equity in earnings of subsidiaries (16,589 ) 6,763 (13 ) — (9,839 ) Loss from discontinued operations, net of taxes and before equity in earnings of subsidiaries — (188 ) — — (188 ) Net (loss) income before equity in earnings of subsidiaries (16,589 ) 6,575 (13 ) — (10,027 ) Equity in earnings of subsidiaries 6,562 — — (6,562 ) — Net (loss) income $ (10,027 ) $ 6,575 $ (13 ) $ (6,562 ) $ (10,027 ) |
Condensed Consolidating Statement of Cash Flows | U.S. CONCRETE, INC. AND SUBSIDARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS QUARTER ENDED MARCH 31, 2016 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations U.S. Concrete Consolidated Net cash provided by (used in) operating activities $ (808 ) $ 17,997 $ 636 $ — $ 17,825 Cash flows from investing activities: Purchases of property, plant and equipment — (11,118 ) (102 ) — (11,220 ) Payments for acquisitions — (18,681 ) — — (18,681 ) Proceeds from disposals of property, plant and equipment — 37 — — 37 Proceeds from disposals of business units — 125 — — 125 Net cash used in investing activities — (29,637 ) (102 ) — (29,739 ) Cash flows from financing activities: Proceeds from revolver borrowings 84,956 — — — 84,956 Repayments of revolver borrowings (64,956 ) — — — (64,956 ) Proceeds from exercise of stock options and warrants 57 — — — 57 Payments of other long-term obligations (657 ) (2,286 ) — — (2,943 ) Payments for other financing — (2,324 ) — — (2,324 ) Excess tax benefits from stock-based compensation 2,215 — — — 2,215 Debt issuance costs (119 ) — — — (119 ) Other treasury share purchases (62 ) — — — (62 ) Intercompany funding (20,626 ) 20,077 549 — — Net cash used in financing activities 808 15,467 549 — 16,824 Net increase in cash and cash equivalents — 3,827 1,083 — 4,910 Cash and cash equivalents at beginning of period — 3,854 71 — 3,925 Cash and cash equivalents at end of period $ — $ 7,681 $ 1,154 $ — $ 8,835 |
RECENT ACCOUNTING PRONOUNCEME37
RECENT ACCOUNTING PRONOUNCEMENTS AND SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Unamortized debt issuance costs - increase (decrease) | $ 5,611 | $ 6,149 |
Adjustments for New Accounting Pronouncement [Member] | Other assets [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Unamortized debt issuance costs - increase (decrease) | (6,100) | |
Adjustments for New Accounting Pronouncement [Member] | Long-term debt [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Unamortized debt issuance costs - increase (decrease) | $ 6,100 |
ACQUISITIONS - Allocation of Co
ACQUISITIONS - Allocation of Consideration Paid to Net Tangible and Intangible Assets Acquired and Liabilities Assumed (Details) - USD ($) shares in Thousands, $ in Thousands | Oct. 27, 2015 | Sep. 24, 2015 | May. 29, 2015 | May. 21, 2015 | Apr. 01, 2015 | Feb. 23, 2015 | Dec. 31, 2015 | Mar. 31, 2016 |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 100,204 | $ 113,750 | ||||||
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 | |||||||
Other long-term assets | 0 | |||||||
Total assets acquired | 20,036 | |||||||
Current liabilities | 1,399 | |||||||
Long-term deferred income tax | 5,546 | |||||||
Other long-term liabilities | 0 | |||||||
Total liabilities assumed | 6,945 | |||||||
Goodwill | 10,703 | |||||||
Total consideration | 23,794 | |||||||
Accounts receivable, gross contractual amount | 2,200 | |||||||
Accounts receivable, amount not collectible | 400 | |||||||
Purchase consideration | 19,900 | |||||||
Contingent consideration | 3,900 | |||||||
Cash paid for acquisition | $ 18,000 | |||||||
Ferrara Bros. Building Materials Corp. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | $ 67 | |||||||
Accounts receivable | 13,224 | |||||||
Inventory | 1,434 | |||||||
Other current assets | 608 | |||||||
Property, plant and equipment | 13,147 | |||||||
Definite-lived intangible assets | 50,310 | |||||||
Other long-term assets | 0 | |||||||
Total assets acquired | 78,790 | |||||||
Current liabilities | 6,944 | |||||||
Long-term deferred income tax | 0 | |||||||
Other long-term liabilities | 0 | |||||||
Total liabilities assumed | 6,944 | |||||||
Goodwill | 6,916 | |||||||
Total consideration | 78,762 | |||||||
Accounts receivable, gross contractual amount | 14,300 | |||||||
Accounts receivable, amount not collectible | 1,100 | |||||||
Purchase consideration | 44,100 | |||||||
Contingent consideration | $ 19,600 | |||||||
Number of shares issued for payment on acquisition (in shares) | 442 | |||||||
Common stock paid on acquisition | $ 15,100 | |||||||
Cash paid for acquisition | $ 45,000 | |||||||
Colonial Concrete Co. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | $ 888 | |||||||
Accounts receivable | 4,305 | |||||||
Inventory | 378 | |||||||
Other current assets | 126 | |||||||
Property, plant and equipment | 6,325 | |||||||
Definite-lived intangible assets | 4,640 | |||||||
Other long-term assets | 153 | |||||||
Total assets acquired | 16,815 | |||||||
Current liabilities | 5,864 | |||||||
Long-term deferred income tax | 0 | |||||||
Other long-term liabilities | 0 | |||||||
Total liabilities assumed | 5,864 | |||||||
Goodwill | 4,245 | |||||||
Total consideration | 15,196 | |||||||
Cash paid for acquisition | $ 15,000 | |||||||
DuBrook Concrete, Inc. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | $ 0 | |||||||
Accounts receivable | 1,218 | |||||||
Inventory | 349 | |||||||
Other current assets | 739 | |||||||
Property, plant and equipment | 2,394 | |||||||
Definite-lived intangible assets | 4,473 | |||||||
Other long-term assets | 0 | |||||||
Total assets acquired | 9,173 | |||||||
Current liabilities | 910 | |||||||
Long-term deferred income tax | 0 | |||||||
Other long-term liabilities | 59 | |||||||
Total liabilities assumed | 969 | |||||||
Goodwill | 3,887 | |||||||
Total consideration | 12,091 | |||||||
Contingent consideration | 600 | 700 | $ 700 | |||||
Cash paid for acquisition | $ 11,500 | |||||||
Wantage Stone [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | $ 0 | |||||||
Accounts receivable | 0 | |||||||
Inventory | 0 | |||||||
Other current assets | 0 | |||||||
Property, plant and equipment | 15,793 | |||||||
Definite-lived intangible assets | 0 | |||||||
Other long-term assets | 0 | |||||||
Total assets acquired | 15,793 | |||||||
Current liabilities | 0 | |||||||
Long-term deferred income tax | 0 | |||||||
Other long-term liabilities | 0 | |||||||
Total liabilities assumed | 0 | |||||||
Goodwill | 2,202 | |||||||
Total consideration | 17,995 | |||||||
Contingent consideration | 2,800 | |||||||
Cash paid for acquisition | $ 15,200 | |||||||
Heavy Materials, LLC [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | $ 20 | |||||||
Accounts receivable | 1,334 | |||||||
Inventory | 1,449 | |||||||
Other current assets | 92 | |||||||
Property, plant and equipment | 6,095 | |||||||
Definite-lived intangible assets | 0 | |||||||
Other long-term assets | 47 | |||||||
Total assets acquired | 9,037 | |||||||
Current liabilities | 3,269 | |||||||
Long-term deferred income tax | 0 | |||||||
Other long-term liabilities | 0 | |||||||
Total liabilities assumed | 3,269 | |||||||
Goodwill | 20,884 | |||||||
Total consideration | 26,652 | |||||||
Accounts receivable, gross contractual amount | 4,300 | |||||||
Accounts receivable, amount not collectible | 3,000 | |||||||
Purchase consideration | 21,900 | |||||||
Contingent consideration | 4,800 | |||||||
Cash paid for acquisition | $ 22,700 | |||||||
All Other [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash | 0 | |||||||
Accounts receivable | 0 | |||||||
Inventory | 754 | |||||||
Other current assets | 0 | |||||||
Property, plant and equipment | 5,153 | |||||||
Definite-lived intangible assets | 1,774 | |||||||
Other long-term assets | 0 | |||||||
Total assets acquired | 7,681 | |||||||
Current liabilities | 91 | |||||||
Long-term deferred income tax | 0 | |||||||
Other long-term liabilities | 0 | |||||||
Total liabilities assumed | 91 | |||||||
Goodwill | 6,159 | |||||||
Total consideration | 13,749 | |||||||
Purchase consideration | 12,000 | |||||||
Cash paid for acquisition | 12,000 | |||||||
Deferred payments | $ 1,700 |
ACQUISITIONS - Major Classes of
ACQUISITIONS - Major Classes of Intangible Assets Acquired (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period (In Years) | 12 years 10 months 24 days | 13 years 25 days |
Trade names [Member] | ||
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period (In Years) | 21 years 10 months 10 days | 22 years 14 days |
Customer relationships [Member] | ||
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period (In Years) | 7 years 29 days | 7 years 4 months 2 days |
Non-competes [Member] | ||
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period (In Years) | 3 years 8 months 19 days | 3 years 10 months 13 days |
Leasehold interests [Member] | ||
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period (In Years) | 10 years 3 months | 10 years 5 months 26 days |
Favorable contract [Member] | ||
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period (In Years) | 2 years 5 months 1 day | 2 years 8 months 1 day |
Backlog [Member] | ||
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period (In Years) | 3 months | |
2015 Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Fair Value At Acquisition Date | $ 68,233 | |
2015 Acquisitions [Member] | Trade names [Member] | ||
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period (In Years) | 24 years 2 months 23 days | |
Fair Value At Acquisition Date | $ 35,572 | |
2015 Acquisitions [Member] | Customer relationships [Member] | ||
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period (In Years) | 8 years 2 months 16 days | |
Fair Value At Acquisition Date | $ 20,757 | |
2015 Acquisitions [Member] | Non-competes [Member] | ||
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period (In Years) | 5 years | |
Fair Value At Acquisition Date | $ 2,471 | |
2015 Acquisitions [Member] | Leasehold interests [Member] | ||
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period (In Years) | 12 years 10 months 20 days | |
Fair Value At Acquisition Date | $ 4,143 | |
2015 Acquisitions [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 | |
2015 Acquisitions [Member] | Backlog [Member] | ||
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period (In Years) | 1 year | |
Fair Value At Acquisition Date | $ 1,640 |
ACQUISITIONS - Estimated Future
ACQUISITIONS - Estimated Future Aggregate Amortization Expense of Intangible Assets Acquired (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||
2016 (remainder of the year) | $ 8,903 | |
2,017 | 11,676 | |
2,018 | 11,229 | |
2,019 | 9,820 | |
2,020 | 8,153 | |
Thereafter | 42,835 | |
Definite-lived intangible assets, Net | 92,616 | $ 94,276 |
2015 Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
2016 (remainder of the year) | 4,718 | |
2,017 | 6,181 | |
2,018 | 5,761 | |
2,019 | 4,752 | |
2,020 | 4,505 | |
Thereafter | 34,676 | |
Definite-lived intangible assets, Net | $ 60,593 |
ACQUISITIONS - Pro Forma Inform
ACQUISITIONS - Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Business Combinations [Abstract] | ||
Revenue from continuing operations | $ 251,738 | $ 208,522 |
Net loss | $ (8,643) | $ (11,057) |
Loss per share, basic (in dollars per share) | $ (0.58) | $ (0.82) |
Loss per share, diluted (in dollars per share) | $ (0.58) | $ (0.82) |
ACQUISITIONS - Adjustments Refl
ACQUISITIONS - Adjustments Reflected in Pro Forma Net Loss and Net Loss Per Share Amounts (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Increase (decrease) in intangible amortization expense | $ 3,400 | $ 1,000 |
Increase in interest expense | 5,700 | 5,153 |
Increase (decrease) in income tax expense | 1,991 | (74) |
Net adjustments | 8,643 | 11,057 |
Acquisition-related adjustments [Member] | ||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Increase (decrease) in intangible amortization expense | 661 | (1,573) |
Decrease in depreciation expense | 0 | 231 |
Exclusion of buyer transaction costs | 628 | 584 |
Exclusion of seller transaction costs | 0 | 46 |
Exclusion of pension expense for pension plan not acquired | 0 | 212 |
Exclusion of segment results for segment not acquired | 0 | (99) |
Increase in interest expense | 0 | (243) |
Increase (decrease) in income tax expense | 503 | (5) |
Net adjustments | $ 1,792 | $ (847) |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) shares in Thousands | Feb. 29, 2016USD ($)Processing_FacilityMixer_Truck | Oct. 27, 2015USD ($)quarryProcessing_FacilityMixer_Truck | Sep. 24, 2015USD ($)a | May. 29, 2015USD ($)Processing_FacilityMixer_Truck | May. 21, 2015USD ($)Processing_FacilityMixer_Truck | Apr. 01, 2015USD ($)Processing_FacilityMixer_Truckshares | Feb. 23, 2015USD ($)Processing_FacilityMixer_Truck | Mar. 31, 2016USD ($)Business | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($)Processing_FacilityBusiness | Nov. 18, 2015USD ($) | Oct. 29, 2013USD ($) |
Business Acquisition [Line Items] | ||||||||||||
Intangible assets acquired, amortization period | 12 years 10 months 24 days | 13 years 25 days | ||||||||||
Intangible assets amortization expense | $ 3,400,000 | $ 1,000,000 | ||||||||||
Number of acquired companies for which financial information was available and are included in pro forma information | Business | 8 | |||||||||||
Greco Brothers Concrete of L.I., Inc. [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash paid for acquisition | $ 15,800,000 | |||||||||||
Closing adjustments | $ 1,900,000 | |||||||||||
Number of plants acquired | Processing_Facility | 2 | |||||||||||
Number of mixer trucks acquired | Mixer_Truck | 37 | |||||||||||
Purchase price allocation, term | 1 year | |||||||||||
Revenue of acquiree following acquisition date | $ 44,300,000 | |||||||||||
Income from operations of acquiree following acquisition date | 1,400,000 | |||||||||||
2015 Acquisitions [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquired intangible assets | 68,233,000 | |||||||||||
Intangible assets amortization expense | $ 2,000,000 | 700,000 | ||||||||||
2015 Acquisitions [Member] | Minimum [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Intangible assets acquired, amortization period | 1 year | |||||||||||
2015 Acquisitions [Member] | Maximum [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Intangible assets acquired, amortization period | 25 years | |||||||||||
Right Away Redy Mix, Inc. [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash paid for acquisition | $ 18,000,000 | |||||||||||
Closing adjustments | 800,000 | |||||||||||
Working capital/purchase adjustments | $ 1,100,000 | |||||||||||
Acquisition contingent consideration arrangement, term of arrangement | 6 years | |||||||||||
Acquired intangible assets | $ 7,036,000 | |||||||||||
Revenue of acquiree following acquisition date | 2,900,000 | |||||||||||
Income from operations of acquiree following acquisition date | $ 300,000 | |||||||||||
Right Away Redy Mix, Inc. [Member] | Northern California [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of mixer trucks acquired | Mixer_Truck | 49 | |||||||||||
Number of facilities acquired | Processing_Facility | 4 | |||||||||||
Right Away Redy Mix, Inc. [Member] | Earn-out Payment [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Contingent consideration | $ 6,000,000 | |||||||||||
Ferrara Bros. Building Materials Corp. [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash paid for acquisition | $ 45,000,000 | |||||||||||
Working capital/purchase adjustments | $ (900,000) | |||||||||||
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 | |||||||||||
Acquired intangible assets | $ 50,310,000 | |||||||||||
Ferrara Bros. Building Materials Corp. [Member] | New York and New Jersey [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of plants acquired | Processing_Facility | 6 | |||||||||||
Number of mixer trucks acquired | Mixer_Truck | 89 | |||||||||||
Number of facilities acquired | Processing_Facility | 4 | |||||||||||
Ferrara Bros. Building Materials Corp. [Member] | Earn-out Payment [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Contingent consideration | $ 35,000,000 | |||||||||||
Colonial Concrete Co. [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash paid for acquisition | $ 15,000,000 | |||||||||||
Closing adjustments | 200,000 | |||||||||||
Acquired intangible assets | $ 4,640,000 | |||||||||||
Colonial Concrete Co. [Member] | New York and New Jersey [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of plants acquired | Processing_Facility | 4 | |||||||||||
Number of mixer trucks acquired | Mixer_Truck | 40 | |||||||||||
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 | |||||||||||
Acquired intangible assets | $ 4,473,000 | |||||||||||
DuBrook Concrete, Inc. [Member] | Washington, D.C. [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of plants acquired | Processing_Facility | 3 | |||||||||||
Number of mixer trucks acquired | Mixer_Truck | 42 | |||||||||||
DuBrook Concrete, Inc. [Member] | Earn-out Payment [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
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 | |||||||||||
Acquired intangible assets | $ 0 | |||||||||||
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 | |||||||||||
Heavy Materials, LLC [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash paid for acquisition | $ 22,700,000 | |||||||||||
Number of plants acquired | Processing_Facility | 4 | |||||||||||
Number of mixer trucks acquired | Mixer_Truck | 32 | |||||||||||
Working capital/purchase adjustments | $ (800,000) | |||||||||||
Consideration - liabilities incurred | $ 5,000,000 | |||||||||||
Consideration - liabilities incurred, term of payment | 2 years | |||||||||||
Number of quarries acquired | quarry | 2 | |||||||||||
Acquired intangible assets | $ 0 | |||||||||||
All Other [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash paid for acquisition | $ 12,000,000 | |||||||||||
Number of plants acquired | Processing_Facility | 1 | |||||||||||
Number of locations where plants acquired | Processing_Facility | 2 | |||||||||||
Consideration - liabilities incurred | $ 1,900,000 | |||||||||||
Consideration - liabilities incurred, term of payment | 10 years | |||||||||||
Number of business acquisitions | Business | 2 | |||||||||||
Acquired intangible assets | $ 1,774,000 | |||||||||||
Number of businesses acquired, excluded from proforma results | Business | 1 | |||||||||||
Restatement Adjustment [Member] | 2015 Acquisitions [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Intangible assets amortization expense | $ 100,000 | |||||||||||
Aggregates [Member] | All Other [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of business acquisitions | Business | 1 | |||||||||||
Line of Credit [Member] | Revolving Credit Facility [Member] | Senior secured credit facility expiring 2018 [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Borrowing capacity under credit agreements | $ 250,000,000 | $ 175,000,000 |
DISCONTINUED OPERATIONS - Narra
DISCONTINUED OPERATIONS - Narrative (Details) $ in Millions | Jun. 02, 2015USD ($)Business | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Net cash provided by (used in) operating activities, discontinued operations (less than for 2015) | $ 0.1 | $ 0.1 | |
Net cash provided by (used in) investing activities, discontinued operations (less than for 2015) | 0.1 | $ (0.1) | |
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 | $ 0.2 | ||
Payments received, notes receivable | $ 0.1 |
DISCONTINUED OPERATIONS - Resul
DISCONTINUED OPERATIONS - Results of Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Revenue | $ 0 | $ 3,294 |
Operating expenses excluding depreciation, depletion and amortization | 300 | 3,070 |
(Loss) income from discontinued operations, before income taxes | (300) | 224 |
Income tax (benefit) expense | (112) | 1 |
(Loss) income from discontinued operations, net of taxes | $ (188) | $ 223 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 34,874 | $ 33,792 |
Building materials for resale | 1,981 | 1,736 |
Other | 1,201 | 1,198 |
Total inventories | $ 38,056 | $ 36,726 |
GOODWILL AND INTANGIBLE ASSET47
GOODWILL AND INTANGIBLE ASSETS, NET - Changes in Goodwill by Reportable Segment (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Goodwill [Roll Forward] | |
Balance at January 1, 2016 | $ 100,204 |
2016 acquisitions (See Note 3) | 18,595 |
All other purchase price allocation adjustments (See Note 3) | (5,049) |
Balance at March 31, 2016 | 113,750 |
Ready Mixed Concrete Segment [Member] | |
Goodwill [Roll Forward] | |
Balance at January 1, 2016 | 82,958 |
2016 acquisitions (See Note 3) | 18,595 |
All other purchase price allocation adjustments (See Note 3) | (2,142) |
Balance at March 31, 2016 | 99,411 |
Aggregates [Member] | |
Goodwill [Roll Forward] | |
Balance at January 1, 2016 | 13,984 |
2016 acquisitions (See Note 3) | 0 |
All other purchase price allocation adjustments (See Note 3) | (2,907) |
Balance at March 31, 2016 | 11,077 |
Other Non-Reportable Segments [Member] | |
Goodwill [Roll Forward] | |
Balance at January 1, 2016 | 3,262 |
2016 acquisitions (See Note 3) | 0 |
All other purchase price allocation adjustments (See Note 3) | 0 |
Balance at March 31, 2016 | $ 3,262 |
GOODWILL AND INTANGIBLE ASSET48
GOODWILL AND INTANGIBLE ASSETS, NET - Schedule of Purchased Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Definite-lived intangible assets, Gross | $ 111,027 | $ 109,253 | |
Accumulated Amortization | (18,411) | (14,977) | |
Definite-lived intangible assets, Net | $ 92,616 | $ 94,276 | |
Weighted Average Remaining Life (In Years) | 12 years 10 months 24 days | 13 years 25 days | |
Total purchased intangible assets, Gross | $ 112,505 | $ 110,731 | |
Accumulated Amortization | (18,411) | (14,977) | |
Total purchased intangible assets, Net | 94,094 | 95,754 | |
Intangible assets amortization expense | 3,400 | $ 1,000 | |
Land rights [Member] | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | |||
Indefinite-lived intangible assets | 1,478 | 1,478 | |
Trade names [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Definite-lived intangible assets, Gross | 40,302 | 40,302 | |
Accumulated Amortization | (2,613) | (2,060) | |
Definite-lived intangible assets, Net | $ 37,689 | $ 38,242 | |
Weighted Average Remaining Life (In Years) | 21 years 10 months 10 days | 22 years 14 days | |
Accumulated Amortization | $ (2,613) | $ (2,060) | |
Customer relationships [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Definite-lived intangible assets, Gross | 46,812 | 45,969 | |
Accumulated Amortization | (9,381) | (7,939) | |
Definite-lived intangible assets, Net | $ 37,431 | $ 38,030 | |
Weighted Average Remaining Life (In Years) | 7 years 29 days | 7 years 4 months 2 days | |
Accumulated Amortization | $ (9,381) | $ (7,939) | |
Non-competes [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Definite-lived intangible assets, Gross | 11,098 | 10,167 | |
Accumulated Amortization | (2,806) | (2,211) | |
Definite-lived intangible assets, Net | $ 8,292 | $ 7,956 | |
Weighted Average Remaining Life (In Years) | 3 years 8 months 19 days | 3 years 10 months 13 days | |
Accumulated Amortization | $ (2,806) | $ (2,211) | |
Leasehold interests [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Definite-lived intangible assets, Gross | 7,525 | 7,525 | |
Accumulated Amortization | (841) | (668) | |
Definite-lived intangible assets, Net | $ 6,684 | $ 6,857 | |
Weighted Average Remaining Life (In Years) | 10 years 3 months | 10 years 5 months 26 days | |
Accumulated Amortization | $ (841) | $ (668) | |
Favorable contract [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Definite-lived intangible assets, Gross | 3,650 | 3,650 | |
Accumulated Amortization | (1,130) | (869) | |
Definite-lived intangible assets, Net | $ 2,520 | $ 2,781 | |
Weighted Average Remaining Life (In Years) | 2 years 5 months 1 day | 2 years 8 months 1 day | |
Accumulated Amortization | $ (1,130) | $ (869) | |
Backlog [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Definite-lived intangible assets, Gross | 1,640 | 1,640 | |
Accumulated Amortization | (1,640) | (1,230) | |
Definite-lived intangible assets, Net | 0 | $ 410 | |
Weighted Average Remaining Life (In Years) | 3 months | ||
Accumulated Amortization | $ (1,640) | $ (1,230) |
GOODWILL AND INTANGIBLE ASSET49
GOODWILL AND INTANGIBLE ASSETS, NET - Estimated Remaining Amortization of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2016 (remainder of the year) | $ 8,903 | |
2,017 | 11,676 | |
2,018 | 11,229 | |
2,019 | 9,820 | |
2,020 | 8,153 | |
Thereafter | 42,835 | |
Definite-lived intangible assets, Net | $ 92,616 | $ 94,276 |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Accrued materials | $ 23,348 | $ 22,428 |
Accrued insurance reserves | 13,900 | 15,341 |
Accrued compensation and benefits | 9,279 | 15,024 |
Accrued interest | 5,856 | 1,500 |
Accrued property, sales and other taxes | 5,469 | 14,916 |
Deferred consideration | 4,804 | 4,774 |
Contingent consideration, current portion | 3,152 | 2,635 |
Deferred rent | 1,925 | 1,838 |
Other | 5,775 | 7,398 |
Total accrued liabilities | $ 73,508 | $ 85,854 |
DEBT - Schedule of Debt and Cap
DEBT - Schedule of Debt and Capital Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Debt issuance costs | $ (5,611) | $ (6,149) |
Total debt | 296,470 | 275,600 |
Less: current maturities | (10,052) | (9,386) |
Long-term debt, net of current maturities | 286,418 | 266,214 |
Revolving Credit Facility [Member] | Senior secured credit facility expiring 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 65,000 | 45,000 |
Senior Secured Notes [Member] | Senior secured notes due 2018 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 200,000 | 200,000 |
Capital leases [Member] | ||
Debt Instrument [Line Items] | ||
Capital leases | 17,056 | 16,555 |
Other financing [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 20,025 | $ 20,194 |
DEBT - Senior Secured Notes due
DEBT - Senior Secured Notes due 2018 (Details) - Senior Secured Notes [Member] | Nov. 22, 2013USD ($) |
Senior secured notes due 2018 [Member] | |
Debt Instrument [Line Items] | |
Aggregate principal amount | $ 200,000,000 |
Stated interest rate | 8.50% |
Offering price | 100.00% |
Consolidated coverage ratio minimum | 2 |
Senior secured notes due 2015 [Member] | |
Debt Instrument [Line Items] | |
Aggregate principal amount | $ 61,100,000 |
Stated interest rate | 9.50% |
DEBT - Senior Secured Credit Fa
DEBT - Senior Secured Credit Facility (Details) - Senior secured credit facility expiring 2018 [Member] | Nov. 18, 2015USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Oct. 29, 2013USD ($) |
Line of Credit Facility [Line Items] | ||||
Limitation on borrowing base, amount, value of eligible trucks | $ 10,000,000 | |||
Line of Credit [Member] | Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Borrowing capacity under credit agreements | $ 250,000,000 | $ 175,000,000 | ||
Number of days prior to maturity | 60 days | |||
Potential increase in borrowing capacity | $ 100,000,000 | |||
Outstanding borrowings | $ 65,000,000 | |||
Weighted average interest rate | 1.94% | |||
Availability | $ 94,600,000 | $ 131,200,000 | ||
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 | 70.00% | |||
Limitation on borrowing base, inventory product percentage | 90.00% | |||
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% | |||
Limitation on borrowing base, eligible trucks and machinery | 30.00% | |||
Percent of borrowing base | 5.00% | |||
Percent of Revolver Commitments | 110.00% | |||
Fixed charge coverage ratio, measurement period | 12 months | |||
Fixed charge coverage ratio | 3.29 | |||
Line of Credit [Member] | 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% | |||
Line of Credit [Member] | 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% | |||
Line of Credit [Member] | Discretionary Over-Advances [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Borrowing capacity under credit agreements | $ 25,000,000 | |||
Line of Credit [Member] | Swingline Loan [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Borrowing capacity under credit agreements | 15,000,000 | |||
Line of Credit [Member] | Letter of Credit [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Borrowing capacity under credit agreements | $ 30,000,000 | |||
Minimum [Member] | Line of Credit [Member] | Revolving Credit Facility [Member] | Base Rate [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rates basis loans | 0.00% | |||
Minimum [Member] | Line of Credit [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rates basis loans | 1.25% | |||
Maximum [Member] | Line of Credit [Member] | Revolving Credit Facility [Member] | Base Rate [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rates basis loans | 0.50% | |||
Maximum [Member] | Line of Credit [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread on variable rates basis loans | 1.75% |
DEBT - Capital Lease and Other
DEBT - Capital Lease and Other Financing (Details) | 3 Months Ended | 33 Months Ended | |
Mar. 31, 2016USD ($)Note | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
Debt Instrument [Line Items] | |||
Capital lease obligations incurred | $ 21,900,000 | ||
Current portion of capital leases | $ 4,500,000 | $ 4,000,000 | |
Other Financing [Member] | |||
Debt Instrument [Line Items] | |||
Weighted average interest rate | 3.09% | 3.07% | |
Other financing [Member] | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 1,400,000 | ||
Number of notes issued | Note | 4 | ||
Other financing [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 3.49% | ||
Debt instrument term | 2 years | ||
Other financing [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 12.48% | ||
Debt instrument term | 9 years | ||
Capital leases [Member] | |||
Debt Instrument [Line Items] | |||
Stated interest rate, minimum (less than) | 0.01% | ||
Stated interest rate, maximum | 5.24% | ||
Capital leases [Member] | Minimum [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument term | 2 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 | $ 26,400,000 | ||
Diamler [Member] | Other financing [Member] | Minimum [Member] | Promissory Notes for Drum Mixer Trucks [Member] | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 2.50% | ||
Debt instrument term | 4 years | ||
Diamler [Member] | Other financing [Member] | Maximum [Member] | Promissory Notes for Drum Mixer Trucks [Member] | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 3.18% | ||
Debt instrument term | 5 years |
WARRANTS (Details)
WARRANTS (Details) - shares shares in Millions | Mar. 31, 2016 | Aug. 31, 2010 |
Class A warrant [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding (in shares) | 1.1 | 1.5 |
Class B warrant [Member] | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding (in shares) | 1 | 1.5 |
DERIVATIVES (Details)
DERIVATIVES (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative liabilities | $ 73,716 | $ 67,401 | |
Derivative loss | $ (12,780) | $ (11,499) | |
Derivative – Warrants [Member] | Not Designated as Hedging Instrument [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Warrants (shares) | 2,078 | 2,361 | |
Derivative – Warrants [Member] | Not Designated as Hedging Instrument [Member] | Derivative gain (loss) [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative loss | $ (12,780) | $ (11,499) | |
Derivative Liabilities [Member] | Derivative – Warrants [Member] | Not Designated as Hedging Instrument [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative liabilities | $ 73,716 | $ 67,401 |
FAIR VALUE DISCLOSURES - Fair
FAIR VALUE DISCLOSURES - Fair Value Hierarchy For Liabilities Measured At Fair Value (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2016 | Dec. 31, 2015 | May. 29, 2015 | Apr. 01, 2015 | Feb. 23, 2015 | |
Bode Gravel and Bode Concrete LLC [Member] | |||||
Derivative [Line Items] | |||||
Contingent consideration, including current portion | $ 1,500 | $ 3,500 | |||
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, including current portion | $ 100 | $ 100 | |||
Fair value discount rate | 3.50% | 3.50% | |||
Right Away Redy Mix, Inc. [Member] | |||||
Derivative [Line Items] | |||||
Contingent consideration, including current portion | $ 4,200 | $ 4,700 | |||
Contingent consideration | $ 3,900 | ||||
Right Away Redy Mix, Inc. [Member] | Contingent Consideration [Member] | |||||
Derivative [Line Items] | |||||
Fair value discount rate | 8.50% | ||||
Ferrara Bros. Building Materials Corp. [Member] | |||||
Derivative [Line Items] | |||||
Contingent consideration, including current portion | $ 22,000 | $ 21,200 | |||
Contingent consideration | $ 19,600 | ||||
Ferrara Bros. Building Materials Corp. [Member] | Contingent Consideration [Member] | |||||
Derivative [Line Items] | |||||
Fair value discount rate | 10.50% | 10.53% | |||
DuBrook Concrete, Inc. [Member] | |||||
Derivative [Line Items] | |||||
Fair value discount rate | 15.75% | 15.75% | |||
Contingent consideration | $ 700 | $ 700 | $ 600 | ||
Level 1 [Member] | |||||
Derivative [Line Items] | |||||
Contingent consideration, including current portion | 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, including current portion | 0 | 0 | |||
Liabilities, fair value | 73,716 | 67,401 | |||
Level 2 [Member] | Derivative – Warrants [Member] | |||||
Derivative [Line Items] | |||||
Derivative – Warrants | 73,716 | 67,401 | |||
Level 3 [Member] | |||||
Derivative [Line Items] | |||||
Contingent consideration, including current portion | 28,346 | 30,119 | |||
Liabilities, fair value | 28,346 | 30,119 | |||
Level 3 [Member] | Derivative – Warrants [Member] | |||||
Derivative [Line Items] | |||||
Derivative – Warrants | 0 | 0 | |||
Total [Member] | |||||
Derivative [Line Items] | |||||
Contingent consideration, including current portion | 28,346 | 30,119 | |||
Liabilities, fair value | 102,062 | 97,520 | |||
Total [Member] | Derivative – Warrants [Member] | |||||
Derivative [Line Items] | |||||
Derivative – Warrants | $ 73,716 | $ 67,401 |
FAIR VALUE DISCLOSURES - Recon
FAIR VALUE DISCLOSURES - Reconciliation Of The Changes In Level 3 Fair Value Measurements (Details) - Contingent Consideration [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at the Beginning of the Period | $ 30,119 |
Total losses included in earnings | 1,247 |
Payment on contingent consideration | (3,020) |
Balance at the End of the Period | $ 28,346 |
FAIR VALUE DISCLOSURES - Narra
FAIR VALUE DISCLOSURES - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Senior secured notes due 2018 [Member] | |
Debt Instrument [Line Items] | |
Fair value of long-term debt | $ 207 |
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 | 10.53% |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Deferred income taxes | $ 8,459,000 | $ 6,026,000 | |
Income tax payments | 2,100,000 | $ 300,000 | |
Derivative loss | (12,780,000) | (11,499,000) | |
Unrecognized tax benefit, warrants | 2,500,000 | 0 | |
Increase in unrecognized tax benefits | 2,700,000 | 4,700,000 | |
Income tax (benefit) expense | 1,991,000 | (74,000) | |
Income tax (benefit) expense, discontinued operations | (112,000) | 1,000 | |
Net impact of intra-period tax allocation between results from continuing operations and discontinued operations | $ 0 | $ 0 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | May. 31, 2014 | |
Equity, Class of Treasury Stock [Line Items] | ||||
Shares authorized (in shares) | 100,000,000 | 100,000,000 | ||
Shares outstanding at end of period (in shares) | 15,192,000 | 14,871,000 | ||
Shares held in treasury (in shares) | 842,000 | 842,000 | ||
Common stock, par value (in dollars per share) | $ 0.001 | |||
Preferred stock, shares authorized (in shares) | 10,000,000 | |||
Preferred stock, par value (in dollars per share) | $ 0.001 | |||
Preferred stock, shares issued (in shares) | 0 | 0 | ||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||
Shares withheld to satisfy tax obligations (in shares) | 1,200 | 13,000 | ||
Shares withheld to satisfy tax obligations, value | $ 100,000 | $ 400,000 | ||
May 2014 Authorized Program [Member] | Common Stock [Member] | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Repurchase of common stock, authorized amount | $ 50,000,000 |
NET EARNINGS (LOSS) PER SHARE62
NET EARNINGS (LOSS) PER SHARE (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive shares | 2,508 | 3,455 |
Unvested restricted stock and restricted stock units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive shares | 400 | 410 |
Stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive shares | 30 | 46 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive shares | 2,078 | 2,999 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Insurance programs [Member] | ||
Loss Contingencies [Line Items] | ||
Loss contingency deductible retentions per occurrence | $ 1 | |
Accrual of estimated losses | 12.2 | $ 12 |
Performance Bonds [Member] | ||
Loss Contingencies [Line Items] | ||
Estimate of possible loss | $ 19.8 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016USD ($)Reporting_Segment | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | Reporting_Segment | 2 | ||
Revenue | $ 245,045 | $ 171,338 | |
Other products and eliminations income from operations | 10,135 | 5,428 | |
Depreciation, depletion and amortization for reportable segments | (11,641) | (8,279) | |
Interest expense, net | (5,700) | (5,153) | |
Corporate derivative loss | (12,780) | (11,499) | |
Loss on revaluation of contingent consideration | (1,247) | 0 | |
Corporate and other products and eliminations other income, net | 497 | 443 | |
Loss from continuing operations before income taxes | (7,848) | (10,781) | |
Total capital expenditures | 11,220 | 3,546 | |
Total identifiable assets | 258,087 | $ 248,123 | |
Ready-mixed concrete [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 224,089 | 155,044 | |
Aggregates products [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 7,859 | 5,231 | |
Aggregates distribution [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 4,766 | 3,034 | |
Building materials [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 3,748 | 3,834 | |
Lime [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 2,363 | 1,497 | |
Hauling [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,531 | 1,038 | |
Other [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 689 | 1,660 | |
Ready-mixed concrete [Member] | |||
Segment Reporting Information [Line Items] | |||
Total reportable segment Adjusted EBITDA | 27,755 | 20,570 | |
Total capital expenditures | 5,157 | 1,686 | |
Total identifiable assets | 168,026 | 166,837 | |
Aggregates [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 7,859 | 5,231 | |
Total reportable segment Adjusted EBITDA | 2,924 | 177 | |
Total capital expenditures | 4,999 | 1,234 | |
Total identifiable assets | 72,393 | 65,937 | |
Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 239,234 | 163,954 | |
Total reportable segment Adjusted EBITDA | 30,679 | 20,747 | |
Depreciation, depletion and amortization for reportable segments | (10,695) | (7,009) | |
Operating Segments [Member] | Ready-mixed concrete [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 224,089 | 155,044 | |
Operating Segments [Member] | Aggregates [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 15,145 | 8,910 | |
Intersegment Eliminations [Member] | Aggregates [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 7,286 | 3,679 | |
Intersegment Eliminations and Other Products [Member] | |||
Segment Reporting Information [Line Items] | |||
Revenue | 5,811 | 7,384 | |
Other products and eliminations income from operations | 1,558 | 828 | |
Corporate, Non-Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Corporate overhead | (9,812) | (8,785) | |
Intersegment Eliminations, Other Products and Corporate, Non-Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Corporate and other products and eliminations other income, net | 149 | 90 | |
Other Products and Corporate, Non-Segment [Member] | |||
Segment Reporting Information [Line Items] | |||
Total capital expenditures | 1,064 | $ 626 | |
Total identifiable assets | $ 17,668 | $ 15,349 |
SUPPLEMENTAL CONDENSED CONSOL65
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Additional Information (Details) | 3 Months Ended |
Dec. 31, 2015entity | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Number of non-guarantor subsidiaries acquired | 2 |
SUPPLEMENTAL CONDENSED CONSOL66
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Condensed Consolidating Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Cash and cash equivalents | $ 8,835 | $ 3,925 | ||
Trade accounts receivable, net of allowances of $5,407 and $6,125 as of March 31, 2016 and December 31, 2015, respectively | 158,047 | 171,256 | ||
Inventories | 38,056 | 36,726 | ||
Prepaid expenses | 9,398 | 4,243 | ||
Other receivables | 6,619 | 7,765 | ||
Other current assets | 1,957 | 2,374 | ||
Total current assets | 222,912 | 226,289 | ||
Property, plant and equipment, net of accumulated depreciation, depletion, and amortization of $110,332 and $102,479 as of March 31, 2016 and December 31, 2015, respectively | 258,087 | 248,123 | ||
Goodwill | 113,750 | 100,204 | ||
Intangible assets, net | 94,094 | 95,754 | ||
Deferred income taxes | 8,459 | 6,026 | ||
Investment in subsidiaries | 0 | 0 | ||
Intercompany receivables | 0 | 0 | ||
Other assets | 5,414 | 5,301 | ||
Total assets | 702,716 | 681,697 | ||
Accounts payable | 80,890 | 80,419 | ||
Accrued liabilities | 73,508 | 85,854 | ||
Current maturities of long-term debt | 10,052 | 9,386 | ||
Derivative liabilities | 73,716 | 67,401 | ||
Total current liabilities | 238,166 | 243,060 | ||
Long-term debt, net of current maturities | 286,418 | 266,214 | ||
Other long-term obligations and deferred credits | 44,100 | 38,416 | ||
Deferred income taxes | 0 | |||
Intercompany payables | 0 | 0 | ||
Total liabilities | 568,684 | 547,690 | ||
Total equity | 134,032 | 134,007 | $ 91,458 | $ 101,480 |
Total liabilities and equity | 702,716 | 681,697 | ||
Eliminations and Reclassifications [Member] | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Cash and cash equivalents | 0 | 0 | ||
Trade accounts receivable, net of allowances of $5,407 and $6,125 as of March 31, 2016 and December 31, 2015, respectively | 0 | 0 | ||
Inventories | 0 | 0 | ||
Prepaid expenses | 0 | 0 | ||
Other receivables | 0 | 0 | ||
Other current assets | (26,163) | (24,193) | ||
Total current assets | (26,163) | (24,193) | ||
Property, plant and equipment, net of accumulated depreciation, depletion, and amortization of $110,332 and $102,479 as of March 31, 2016 and December 31, 2015, respectively | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Deferred income taxes | 0 | (63) | ||
Investment in subsidiaries | (314,906) | (308,346) | ||
Intercompany receivables | (141,073) | (119,070) | ||
Other assets | 0 | 0 | ||
Total assets | (482,142) | (451,672) | ||
Accounts payable | 0 | 0 | ||
Accrued liabilities | (26,163) | (24,193) | ||
Current maturities of long-term debt | 0 | 0 | ||
Derivative liabilities | 0 | 0 | ||
Total current liabilities | (26,163) | (24,193) | ||
Long-term debt, net of current maturities | 0 | 0 | ||
Other long-term obligations and deferred credits | 0 | 0 | ||
Deferred income taxes | (63) | |||
Intercompany payables | (141,073) | (119,070) | ||
Total liabilities | (167,236) | (143,326) | ||
Total equity | (314,906) | (308,346) | ||
Total liabilities and equity | (482,142) | (451,672) | ||
Parent [Member] | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Cash and cash equivalents | 0 | 0 | ||
Trade accounts receivable, net of allowances of $5,407 and $6,125 as of March 31, 2016 and December 31, 2015, respectively | 0 | 0 | ||
Inventories | 0 | 0 | ||
Prepaid expenses | 0 | 0 | ||
Other receivables | 0 | 0 | ||
Other current assets | 26,163 | 24,152 | ||
Total current assets | 26,163 | 24,152 | ||
Property, plant and equipment, net of accumulated depreciation, depletion, and amortization of $110,332 and $102,479 as of March 31, 2016 and December 31, 2015, respectively | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Investment in subsidiaries | 314,906 | 308,346 | ||
Intercompany receivables | 141,073 | 119,070 | ||
Other assets | 0 | 0 | ||
Total assets | 482,142 | 451,568 | ||
Accounts payable | 155 | 274 | ||
Accrued liabilities | 9,790 | 4,507 | ||
Current maturities of long-term debt | 0 | 0 | ||
Derivative liabilities | 73,716 | 67,401 | ||
Total current liabilities | 83,661 | 72,182 | ||
Long-term debt, net of current maturities | 259,388 | 238,850 | ||
Other long-term obligations and deferred credits | 5,061 | 6,529 | ||
Deferred income taxes | 0 | |||
Intercompany payables | 0 | 0 | ||
Total liabilities | 348,110 | 317,561 | ||
Total equity | 134,032 | 134,007 | ||
Total liabilities and equity | 482,142 | 451,568 | ||
Guarantor Subsidiaries [Member] | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Cash and cash equivalents | 7,681 | 3,854 | ||
Trade accounts receivable, net of allowances of $5,407 and $6,125 as of March 31, 2016 and December 31, 2015, respectively | 157,761 | 170,133 | ||
Inventories | 35,379 | 34,149 | ||
Prepaid expenses | 9,328 | 4,091 | ||
Other receivables | 6,514 | 7,736 | ||
Other current assets | 1,952 | 2,371 | ||
Total current assets | 218,615 | 222,334 | ||
Property, plant and equipment, net of accumulated depreciation, depletion, and amortization of $110,332 and $102,479 as of March 31, 2016 and December 31, 2015, respectively | 251,927 | 242,048 | ||
Goodwill | 89,316 | 73,638 | ||
Intangible assets, net | 92,456 | 95,754 | ||
Deferred income taxes | 8,407 | 6,089 | ||
Investment in subsidiaries | 0 | 0 | ||
Intercompany receivables | 0 | 0 | ||
Other assets | 5,367 | 5,254 | ||
Total assets | 666,088 | 645,117 | ||
Accounts payable | 80,137 | 78,902 | ||
Accrued liabilities | 87,472 | 103,247 | ||
Current maturities of long-term debt | 10,052 | 9,386 | ||
Derivative liabilities | 0 | 0 | ||
Total current liabilities | 177,661 | 191,535 | ||
Long-term debt, net of current maturities | 27,030 | 27,364 | ||
Other long-term obligations and deferred credits | 39,039 | 31,887 | ||
Deferred income taxes | 0 | |||
Intercompany payables | 133,618 | 112,164 | ||
Total liabilities | 377,348 | 362,950 | ||
Total equity | 288,740 | 282,167 | ||
Total liabilities and equity | 666,088 | 645,117 | ||
Non-Guarantor Subsidiaries [Member] | ||||
Condensed Balance Sheet Statements, Captions [Line Items] | ||||
Cash and cash equivalents | 1,154 | 71 | ||
Trade accounts receivable, net of allowances of $5,407 and $6,125 as of March 31, 2016 and December 31, 2015, respectively | 286 | 1,123 | ||
Inventories | 2,677 | 2,577 | ||
Prepaid expenses | 70 | 152 | ||
Other receivables | 105 | 29 | ||
Other current assets | 5 | 44 | ||
Total current assets | 4,297 | 3,996 | ||
Property, plant and equipment, net of accumulated depreciation, depletion, and amortization of $110,332 and $102,479 as of March 31, 2016 and December 31, 2015, respectively | 6,160 | 6,075 | ||
Goodwill | 24,434 | 26,566 | ||
Intangible assets, net | 1,638 | 0 | ||
Deferred income taxes | 52 | 0 | ||
Investment in subsidiaries | 0 | 0 | ||
Intercompany receivables | 0 | 0 | ||
Other assets | 47 | 47 | ||
Total assets | 36,628 | 36,684 | ||
Accounts payable | 598 | 1,243 | ||
Accrued liabilities | 2,409 | 2,293 | ||
Current maturities of long-term debt | 0 | 0 | ||
Derivative liabilities | 0 | 0 | ||
Total current liabilities | 3,007 | 3,536 | ||
Long-term debt, net of current maturities | 0 | 0 | ||
Other long-term obligations and deferred credits | 0 | 0 | ||
Deferred income taxes | 63 | |||
Intercompany payables | 7,455 | 6,906 | ||
Total liabilities | 10,462 | 10,505 | ||
Total equity | 26,166 | 26,179 | ||
Total liabilities and equity | $ 36,628 | $ 36,684 |
SUPPLEMENTAL CONDENSED CONSOL67
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Condensed Consolidating Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Condensed Income Statements, Captions [Line Items] | ||
Revenue | $ 245,045 | $ 171,338 |
Cost of goods sold before depreciation, depletion and amortization | 198,758 | 139,786 |
Selling, general and administrative expenses | 23,163 | 17,908 |
Depreciation, depletion and amortization | 11,641 | 8,279 |
Loss on revaluation of contingent consideration, net | 1,247 | 0 |
Gain on sale of assets, net | 101 | (63) |
Income from operations | 10,135 | 5,428 |
Interest expense, net | (5,700) | (5,153) |
Derivative loss | (12,780) | (11,499) |
Corporate and other products and eliminations other income, net | 497 | 443 |
Loss from continuing operations before income taxes | (7,848) | (10,781) |
Income tax expense (benefit) | 1,991 | (74) |
Loss from continuing operations | (9,839) | (10,707) |
(Loss) income from discontinued operations, net of taxes | (188) | 223 |
Net (loss) income before equity in earnings of subsidiaries | (10,027) | |
Equity in earnings of subsidiaries | 0 | |
Net loss | (10,027) | $ (10,484) |
Eliminations and Reclassifications [Member] | ||
Condensed Income Statements, Captions [Line Items] | ||
Revenue | 0 | |
Cost of goods sold before depreciation, depletion and amortization | 0 | |
Selling, general and administrative expenses | 0 | |
Depreciation, depletion and amortization | 0 | |
Loss on revaluation of contingent consideration, net | 0 | |
Gain on sale of assets, net | 0 | |
Income from operations | 0 | |
Interest expense, net | 0 | |
Derivative loss | 0 | |
Corporate and other products and eliminations other income, net | 0 | |
Loss from continuing operations before income taxes | 0 | |
Income tax expense (benefit) | 0 | |
Loss from continuing operations | 0 | |
(Loss) income from discontinued operations, net of taxes | 0 | |
Net (loss) income before equity in earnings of subsidiaries | 0 | |
Equity in earnings of subsidiaries | (6,562) | |
Net loss | (6,562) | |
Parent [Member] | ||
Condensed Income Statements, Captions [Line Items] | ||
Revenue | 0 | |
Cost of goods sold before depreciation, depletion and amortization | 0 | |
Selling, general and administrative expenses | 0 | |
Depreciation, depletion and amortization | 0 | |
Loss on revaluation of contingent consideration, net | 445 | |
Gain on sale of assets, net | 0 | |
Income from operations | (445) | |
Interest expense, net | (5,375) | |
Derivative loss | (12,780) | |
Corporate and other products and eliminations other income, net | 0 | |
Loss from continuing operations before income taxes | (18,600) | |
Income tax expense (benefit) | (2,011) | |
Loss from continuing operations | (16,589) | |
(Loss) income from discontinued operations, net of taxes | 0 | |
Net (loss) income before equity in earnings of subsidiaries | (16,589) | |
Equity in earnings of subsidiaries | 6,562 | |
Net loss | (10,027) | |
Guarantor Subsidiaries [Member] | ||
Condensed Income Statements, Captions [Line Items] | ||
Revenue | 240,371 | |
Cost of goods sold before depreciation, depletion and amortization | 194,551 | |
Selling, general and administrative expenses | 22,696 | |
Depreciation, depletion and amortization | 11,492 | |
Loss on revaluation of contingent consideration, net | 802 | |
Gain on sale of assets, net | 101 | |
Income from operations | 10,729 | |
Interest expense, net | (320) | |
Derivative loss | 0 | |
Corporate and other products and eliminations other income, net | 494 | |
Loss from continuing operations before income taxes | 10,903 | |
Income tax expense (benefit) | 4,140 | |
Loss from continuing operations | 6,763 | |
(Loss) income from discontinued operations, net of taxes | (188) | |
Net (loss) income before equity in earnings of subsidiaries | 6,575 | |
Equity in earnings of subsidiaries | 0 | |
Net loss | 6,575 | |
Non-Guarantor Subsidiaries [Member] | ||
Condensed Income Statements, Captions [Line Items] | ||
Revenue | 4,674 | |
Cost of goods sold before depreciation, depletion and amortization | 4,207 | |
Selling, general and administrative expenses | 467 | |
Depreciation, depletion and amortization | 149 | |
Loss on revaluation of contingent consideration, net | 0 | |
Gain on sale of assets, net | 0 | |
Income from operations | (149) | |
Interest expense, net | (5) | |
Derivative loss | 0 | |
Corporate and other products and eliminations other income, net | 3 | |
Loss from continuing operations before income taxes | (151) | |
Income tax expense (benefit) | (138) | |
Loss from continuing operations | (13) | |
(Loss) income from discontinued operations, net of taxes | 0 | |
Net (loss) income before equity in earnings of subsidiaries | (13) | |
Equity in earnings of subsidiaries | 0 | |
Net loss | $ (13) |
SUPPLEMENTAL CONDENSED CONSOL68
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Condensed Consolidating Statement of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash (used in) provided by operating activities | $ 17,825 | $ 932 |
Purchases of property, plant and equipment | (11,220) | (3,546) |
Payments for acquisitions, net of cash acquired | (18,681) | (16,348) |
Proceeds from disposals of property, plant and equipment | 37 | 469 |
Proceeds from (payments for) disposals of business units | 125 | |
Net cash used in investing activities | (29,739) | (19,425) |
Proceeds from revolver borrowings | 84,956 | |
Repayments of revolver borrowings | (64,956) | |
Proceeds from exercise of stock options and warrants | 57 | 13 |
Payments of other long-term obligations | (2,943) | (2,250) |
Payments for other financing | (2,324) | |
Excess tax benefits from stock-based compensation | 2,215 | 0 |
Debt issuance costs | (119) | 0 |
Other treasury share purchases | (62) | (402) |
Intercompany funding | 0 | |
Net cash provided by (used in) financing activities | 16,824 | (4,323) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 4,910 | (22,816) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 3,925 | 30,202 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 8,835 | $ 7,386 |
Eliminations and Reclassifications [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash (used in) provided by operating activities | 0 | |
Purchases of property, plant and equipment | 0 | |
Payments for acquisitions, net of cash acquired | 0 | |
Proceeds from disposals of property, plant and equipment | 0 | |
Proceeds from (payments for) disposals of business units | 0 | |
Net cash used in investing activities | 0 | |
Proceeds from revolver borrowings | 0 | |
Repayments of revolver borrowings | 0 | |
Proceeds from exercise of stock options and warrants | 0 | |
Payments of other long-term obligations | 0 | |
Payments for other financing | 0 | |
Excess tax benefits from stock-based compensation | 0 | |
Debt issuance costs | 0 | |
Other treasury share purchases | 0 | |
Intercompany funding | 0 | |
Net cash provided by (used in) financing activities | 0 | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 0 | |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 0 | |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 0 | |
Parent [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash (used in) provided by operating activities | (808) | |
Purchases of property, plant and equipment | 0 | |
Payments for acquisitions, net of cash acquired | 0 | |
Proceeds from disposals of property, plant and equipment | 0 | |
Proceeds from (payments for) disposals of business units | 0 | |
Net cash used in investing activities | 0 | |
Proceeds from revolver borrowings | 84,956 | |
Repayments of revolver borrowings | (64,956) | |
Proceeds from exercise of stock options and warrants | 57 | |
Payments of other long-term obligations | (657) | |
Payments for other financing | 0 | |
Excess tax benefits from stock-based compensation | 2,215 | |
Debt issuance costs | (119) | |
Other treasury share purchases | (62) | |
Intercompany funding | (20,626) | |
Net cash provided by (used in) financing activities | 808 | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 0 | |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 0 | |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 0 | |
Guarantor Subsidiaries [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash (used in) provided by operating activities | 17,997 | |
Purchases of property, plant and equipment | (11,118) | |
Payments for acquisitions, net of cash acquired | (18,681) | |
Proceeds from disposals of property, plant and equipment | 37 | |
Proceeds from (payments for) disposals of business units | 125 | |
Net cash used in investing activities | (29,637) | |
Proceeds from revolver borrowings | 0 | |
Repayments of revolver borrowings | 0 | |
Proceeds from exercise of stock options and warrants | 0 | |
Payments of other long-term obligations | (2,286) | |
Payments for other financing | (2,324) | |
Excess tax benefits from stock-based compensation | 0 | |
Debt issuance costs | 0 | |
Other treasury share purchases | 0 | |
Intercompany funding | 20,077 | |
Net cash provided by (used in) financing activities | 15,467 | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 3,827 | |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 3,854 | |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 7,681 | |
Non-Guarantor Subsidiaries [Member] | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash (used in) provided by operating activities | 636 | |
Purchases of property, plant and equipment | (102) | |
Payments for acquisitions, net of cash acquired | 0 | |
Proceeds from disposals of property, plant and equipment | 0 | |
Proceeds from (payments for) disposals of business units | 0 | |
Net cash used in investing activities | (102) | |
Proceeds from revolver borrowings | 0 | |
Repayments of revolver borrowings | 0 | |
Proceeds from exercise of stock options and warrants | 0 | |
Payments of other long-term obligations | 0 | |
Payments for other financing | 0 | |
Excess tax benefits from stock-based compensation | 0 | |
Debt issuance costs | 0 | |
Other treasury share purchases | 0 | |
Intercompany funding | 549 | |
Net cash provided by (used in) financing activities | 549 | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 1,083 | |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 71 | |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ 1,154 |