Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 02, 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 Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 15,696,451 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 66,020 | $ 3,925 |
Trade accounts receivable, net of allowances of $5,216 and $6,125 as of September 30, 2016 and December 31, 2015, respectively | 207,720 | 171,256 |
Inventories | 42,211 | 36,726 |
Prepaid expenses | 6,116 | 4,243 |
Other receivables | 7,325 | 7,765 |
Other current assets | 2,365 | 2,374 |
Total current assets | 331,757 | 226,289 |
Property, plant and equipment, net of accumulated depreciation, depletion, and amortization of $128,677 and $102,479 as of September 30, 2016 and December 31, 2015, respectively | 339,751 | 248,123 |
Goodwill | 141,787 | 100,204 |
Intangible assets, net | 126,152 | 95,754 |
Deferred income taxes | 0 | 6,026 |
Other assets | 2,777 | 5,301 |
Total assets | 942,224 | 681,697 |
Current liabilities: | ||
Accounts payable | 116,998 | 80,419 |
Accrued liabilities | 92,767 | 85,854 |
Current maturities of long-term debt | 16,391 | 9,386 |
Derivative liabilities | 31,275 | 67,401 |
Total current liabilities | 257,431 | 243,060 |
Long-term debt, net of current maturities | 436,099 | 266,214 |
Other long-term obligations and deferred credits | 40,514 | 38,416 |
Deferred income taxes | 5,721 | 0 |
Total liabilities | 739,765 | 547,690 |
Commitments and contingencies (Note 15) | ||
Equity: | ||
Preferred stock | 0 | 0 |
Common stock | 17 | 16 |
Additional paid-in capital | 247,839 | 201,015 |
Accumulated deficit | (23,705) | (48,157) |
Treasury stock, at cost | (21,692) | (18,867) |
Total stockholders' equity | 202,459 | 134,007 |
Total liabilities and equity | $ 942,224 | $ 681,697 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Trade accounts receivable, allowances | $ 5,216 | $ 6,125 |
Property, plant and equipment, accumulated depreciation, depletion, and amortization | $ 128,677 | $ 102,479 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||
Revenue | $ 328,588 | $ 295,111 | $ 849,383 | $ 711,144 |
Cost of goods sold before depreciation, depletion and amortization | 253,477 | 226,620 | 674,451 | 558,702 |
Selling, general and administrative expenses | 25,104 | 23,200 | 71,447 | 63,100 |
Depreciation, depletion and amortization | 14,139 | 12,565 | 38,795 | 31,411 |
Loss (gain) on revaluation of contingent consideration | 714 | (723) | 2,325 | (1,387) |
(Gain) loss on sale of assets | (1,003) | 43 | (1,016) | 5 |
(Loss) income from operations | 36,157 | 33,406 | 63,381 | 59,313 |
Interest expense, net | (7,635) | (5,446) | (19,933) | (15,966) |
Derivative gain (loss) | 21,772 | (26,854) | 6,430 | (46,401) |
Loss on extinguishment of debt | 0 | 0 | (12,003) | 0 |
Other income, net | 405 | 585 | 1,412 | 1,478 |
Income (loss) from continuing operations before income taxes | 50,699 | 1,691 | 39,287 | (1,576) |
Income tax expense (benefit) | 12,577 | (22) | 14,317 | (2,805) |
Income from continuing operations | 38,122 | 1,713 | 24,970 | 1,229 |
Loss from discontinued operations, net of taxes | (166) | (94) | (518) | (391) |
Net income | $ 37,956 | $ 1,619 | $ 24,452 | $ 838 |
Basic income (loss) per share: | ||||
Income from continuing operations (in dollars per share) | $ 2.50 | $ 0.12 | $ 1.67 | $ 0.09 |
Loss from discontinued operations, net of taxes (in dollars per share) | (0.01) | (0.01) | (0.04) | (0.03) |
Net income per share – basic (in dollars per share) | 2.49 | 0.11 | 1.63 | 0.06 |
Diluted income (loss) per share: | ||||
Income from continuing operations (in dollars per share) | 2.35 | 0.11 | 1.54 | 0.08 |
Loss from discontinued operations, net of taxes (in dollars per share) | (0.01) | (0.01) | (0.03) | (0.03) |
Net income per share – diluted (in dollars per share) | $ 2.34 | $ 0.10 | $ 1.51 | $ 0.05 |
Weighted average shares outstanding: | ||||
Basic (in shares) | 15,222 | 14,223 | 14,978 | 13,946 |
Diluted (in shares) | 16,240 | 15,822 | 16,186 | 15,251 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Treasury Stock |
BALANCE, beginning of period (in shares) at Dec. 31, 2014 | 13,978 | ||||
BALANCE, beginning of period at Dec. 31, 2014 | $ 101,480 | $ 15 | $ 156,745 | $ (42,743) | $ (12,537) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation expense | 4,994 | 4,994 | |||
Restricted stock vesting (in shares) | 16 | ||||
Restricted stock vesting | 0 | ||||
Restricted stock grants, net of cancellations (in shares) | 197 | ||||
Restricted stock grants, net of cancellations | 0 | ||||
Stock options exercised (in shares) | 15 | ||||
Stock options exercised | 304 | 304 | |||
Warrants exercised (in shares) | 140 | ||||
Warrants exercised | 6,416 | 6,416 | |||
Other treasury share purchases (in shares) | (145) | ||||
Other treasury share purchases | (6,317) | (6,317) | |||
Common stock issuance (in shares) | 442 | ||||
Common stock issuance | 15,088 | 15,088 | |||
Net income | 838 | 838 | |||
BALANCE, end of period (in shares) at Sep. 30, 2015 | 14,643 | ||||
BALANCE, end of period at Sep. 30, 2015 | $ 122,803 | $ 15 | 183,547 | (41,905) | (18,854) |
BALANCE, beginning of period (in shares) at Dec. 31, 2015 | 14,871 | 14,871 | |||
BALANCE, beginning of 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 | 5,678 | 5,678 | |||
Excess tax benefits from share-based compensation | 3,785 | 3,785 | |||
Restricted stock vesting (in shares) | 12 | ||||
Restricted stock vesting | 0 | ||||
Restricted stock grants, net of cancellations (in shares) | 166 | ||||
Restricted stock grants, net of cancellations | 0 | ||||
Stock options exercised (in shares) | 5 | ||||
Stock options exercised | 83 | 83 | |||
Warrants exercised (in shares) | 550 | ||||
Warrants exercised | 29,779 | $ 1 | 29,778 | ||
Other treasury share purchases (in shares) | (46) | ||||
Other treasury share purchases | (2,825) | (2,825) | |||
Common stock issuance (in shares) | 136 | ||||
Common stock issuance | 7,500 | 7,500 | |||
Net income | $ 24,452 | 24,452 | |||
BALANCE, end of period (in shares) at Sep. 30, 2016 | 15,694 | 15,694 | |||
BALANCE, end of period at Sep. 30, 2016 | $ 202,459 | $ 17 | $ 247,839 | $ (23,705) | $ (21,692) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 24,452 | $ 838 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation, depletion and amortization | 38,795 | 31,411 |
Debt issuance cost amortization | 1,431 | 1,311 |
Amortization of discount on long-term incentive plan and other accrued interest | 445 | 268 |
Net (gain) loss on derivative | (6,430) | 46,401 |
Net loss (gain) on revaluation of contingent consideration | 2,325 | (1,387) |
Net (gain) loss on sale of assets | (1,016) | 97 |
Excess tax benefits from stock-based compensation | (3,785) | 0 |
Loss on extinguishment of debt | 12,003 | 0 |
Deferred income taxes | 9,772 | (3,814) |
Provision for doubtful accounts and customer disputes | 1,421 | 3,261 |
Stock-based compensation | 5,678 | 4,994 |
Changes in assets and liabilities, excluding effects of acquisitions: | ||
Accounts receivable | (24,969) | (62,662) |
Inventories | (4,376) | (650) |
Prepaid expenses and other current assets | (1,906) | 36 |
Other assets and liabilities | 2,168 | 319 |
Accounts payable and accrued liabilities | 32,497 | 36,303 |
Net cash provided by operating activities | 88,505 | 56,726 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property, plant and equipment | (31,041) | (12,763) |
Payments for acquisitions, net of cash acquired | (124,481) | (109,338) |
Proceeds from disposals of property, plant and equipment | 1,920 | 663 |
Proceeds from disposal of businesses | 375 | 1,052 |
Net cash (used in) provided by investing activities | (153,227) | (120,386) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from revolver borrowings | 128,904 | 147,757 |
Repayments of revolver borrowings | (173,904) | (91,507) |
Proceeds from issuance of debt | 400,000 | 0 |
Repayments of debt | (200,000) | 0 |
Premium paid on early retirement of debt | (8,500) | 0 |
Proceeds from exercise of stock options and warrants | 166 | 457 |
Payments of other long-term obligations | (4,143) | (2,250) |
Payments for other financing | (8,880) | (6,074) |
Debt issuance costs | (7,786) | 0 |
Excess tax benefits from stock-based compensation | 3,785 | 0 |
Other treasury share purchases | (2,825) | (6,317) |
Net cash provided by (used in) financing activities | 126,817 | 42,066 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 62,095 | (21,594) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 3,925 | 30,202 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 66,020 | 8,608 |
Supplemental Disclosure of Cash Flow Information: | ||
Cash paid for interest | 11,389 | 10,098 |
Cash paid for income taxes | 2,892 | 992 |
Supplemental Disclosure of Non-cash Investing and Financing Activities: | ||
Capital expenditures funded by capital leases and promissory notes | 29,171 | 19,867 |
Settlement of accounts receivable for acquisition of a business | 1,000 | 0 |
Acquisitions funded by stock issuance | 7,500 | 15,088 |
Disposition funded through promissory note and deferred payments | $ 0 | $ 3,380 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 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 | 9 Months Ended |
Sep. 30, 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 August 2016, the Financial Accounting Standards Board (the "FASB") issued guidance to reduce diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The new amendment is effective for financial statements issued for fiscal years beginning after December 15, 2017 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 March 2016, 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 . In May 2014, the FASB issued guidance that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers, which supersedes most of the existing revenue recognition guidance. This guidance requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. The guidance is effective for interim and annual reporting periods that begin after December 15, 2016. In August 2015, the FASB issued guidance which delayed the effective date for public entities to reporting periods beginning after December 15, 2017 and permitted early adoption of the standard, but not before the original effective date of December 15, 2016. During the second quarter of 2016, the FASB issued additional revenue recognition guidance that clarifies how an entity identifies performance obligations related to customer contracts as well as the objectives of collectability, sales and other taxes, noncash consideration, contract modifications at transition, and a technical correction. We are currently evaluating the impact that these standards will have on our consolidated financial statements and results of operations and, as a result, we have not yet adopted this new guidance. 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 | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS 2016 Acquisitions On February 26, 2016 , we completed the acquisition of all of the assets of Greco Brothers Concrete of L.I., Inc. ("Greco"), located in Brooklyn, New York. The purchase price was satisfied by the payment of cash consideration of $16.6 million and the issuance of $1.0 million of credits applied against existing trade accounts receivable. 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 recording of the Greco business combination is preliminary, and we expect to record adjustments as we accumulate information needed to estimate the fair value of the assets acquired and liabilities assumed. We expect adjustments including, but not limited to, working capital and the fair value of identifiable intangible assets and property, plant, and equipment. On June 24, 2016 , we completed the acquisition of the assets of Nycon Supply Corp. ("Nycon"), located in Queens, New York. The purchase price was $27.1 million in cash, deferred payments of $3.1 million to be paid over a three -year period, plus $5.8 million for the estimated fair value of the working capital true up payable to the former owners. We funded the purchase price from cash on hand. The assets acquired from Nycon included two ready-mixed concrete plants and a fleet of 38 mixer trucks. The Nycon acquisition expanded our ready-mixed concrete operations in the New York metropolitan market. The recording of the Nycon business combination is preliminary, and we expect to record adjustments as we accumulate information needed to estimate the fair value of the assets acquired and liabilities assumed. We expect adjustments including, but not limited to, working capital and the fair value of identifiable intangible assets and property, plant, and equipment. On August 10, 2016 , we completed the acquisition of the assets of Jenna Concrete Corp. ("Jenna"), located in Bronx, New York. The purchase price was $27.9 million in cash plus deferred payments of $3.1 million to be paid over a three -year period. We funded the purchase price from cash on hand. The assets acquired from Jenna included two ready-mixed concrete plants and a fleet of 52 mixer trucks. The Jenna acquisition expanded our ready-mixed concrete operations in the New York metropolitan market. The recording of the Jenna business combination is preliminary, and we expect to record adjustments as we accumulate information needed to estimate the fair value of the assets acquired and liabilities assumed. We expect adjustments including, but not limited to, working capital and the fair value of identifiable intangible assets and property, plant, and equipment. On August 22, 2016 , we completed the acquisition of the assets of Kings Ready Mix ("Kings"), located in Brooklyn, New York. The purchase price was $49.9 million in cash plus 136,215 shares of our common stock, calculated in accordance with the terms of the purchase agreement, and valued at approximately $7.5 million on the date of issuance. We funded the cash portion of the purchase price from cash on hand. The assets acquired from Kings included four ready-mixed concrete plants and a fleet of 62 mixer trucks. The Kings acquisition expanded our ready-mixed concrete operations in the New York metropolitan market. The recording of the Kings business combination is preliminary, and we expect to record adjustments as we accumulate information needed to estimate the fair value of the assets acquired and liabilities assumed. We expect adjustments including, but not limited to, working capital and the fair value of identifiable intangible assets and property, plant, and equipment. On March 31, 2016 and September 13, 2016, we acquired two ready-mixed concrete operations in our northern Texas market. These acquisitions were immaterial individually and in the aggregate and are excluded from the disclosures below. During the three months ended September 30, 2016, we made changes to the preliminary purchase price allocations for the acquisitions that occurred in the first six months of 2016 primarily related to (i) valuation of identifiable intangible assets for Greco and Nycon, (ii) valuation of property, plant and equipment for Nycon, and (iii) working capital adjustments for Nycon. The following table presents the total consideration for the 2016 acquisitions and the provisional amounts related to the assets acquired and liabilities assumed based on the estimated fair values as of the respective acquisition date (in thousands). 2016 Acquisitions Greco (1)(2) Nycon (1)(3) Jenna (1)(4) Kings (1)(5) Accounts receivable $ — $ 12,314 $ — $ — Inventory 141 283 262 563 Other current assets 34 7 9 — Property, plant and equipment 13,505 4,534 7,775 10,308 Definite-lived intangible assets 3,338 6,898 7,400 15,600 Total assets acquired 17,018 24,036 15,446 26,471 Current liabilities 4 6,716 1,319 — Other long-term liabilities — 378 2,437 — Total liabilities assumed 4 7,094 3,756 — Goodwill 614 18,529 18,910 30,929 Total consideration $ 17,628 $ 35,471 $ 30,600 $ 57,400 (1) The purchase price allocations for the Greco, Nycon, Jenna, and Kings acquisitions are preliminary and remain subject to adjustments, including, but not limited to, working capital and the fair value of identifiable intangible assets and property, plant, and equipment. (2) Total consideration for the Greco acquisition consists of cash consideration of $16.6 million and $1.0 million of credits applied against existing trade accounts receivable. (3) The fair value of the Nycon acquired accounts receivable approximates the gross contractual amount as of the acquisition date. We expect to collect all of the Nycon acquired receivables. Total consideration for the Nycon acquisition includes $27.1 million of cash, $2.6 million for the fair value of deferred payments due to the previous owners, and $5.8 million for the estimated fair value of the working capital true up payable to the former owners. (4) Total consideration for the Jenna acquisition consists of cash consideration of $27.9 million and $2.7 million for the fair value of deferred payments due to the previous owners. (5) Total consideration for the Kings acquisition consists of cash consideration of $49.9 million plus 136,215 shares of our common stock valued at approximately $7.5 million on the date of issuance. 2015 Acquisitions On February 23, 2015 , we acquired the equity of Right Away Redy Mix, Inc. ("Right Away"), located in Oakland, California. The fair value of the assets acquired and liabilities assumed in the Right Away acquisition is included in the following 2015 Acquisitions table and is final. On April 1, 2015 , we acquired the equity of Ferrara Bros. Building Materials Corp. ("Ferrara Bros."), located in New York, New York. The fair value of the assets acquired and liabilities assumed in the Ferrara Bros. acquisition is included in the following 2015 Acquisitions table and is final. On May 21, 2015 , we acquired the equity of Colonial Concrete Co. ("Colonial"), located in Newark, New Jersey. The fair value of the assets acquired and liabilities assumed in the Colonial acquisition is included in the following 2015 Acquisitions table and is final. 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 fair value of the assets acquired and liabilities assumed in the Dubrook acquisition is included in the following 2015 Acquisitions table and is final. 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. The fair value of the assets acquired and liabilities assumed in the Wantage acquisition is included in the following 2015 Acquisitions table and is final. 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 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, determination of the conclusion of tax attributes as of the acquisition date, 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 two sand and gravel operations near Vernon, Texas and Waurika, Oklahoma and one ready-mixed concrete operation in the U.S. Virgin Islands. The purchase price allocation for one of 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 nine months of 2016 primarily related to (i) valuation of property, plant, and equipment for Wantage, Heavy, and the 2015 Other Acquisitions, (ii) adjustments for Right Away related to determination of the conclusion of tax attributes as of the acquisition date, (iii) working capital adjustments for Colonial, Dubrook, Heavy, and one of the 2015 Other Acquisitions, (iv) total consideration for Heavy, DuBrook, and one of the 2015 Other Acquisitions, (v) valuation of identifiable intangible assets for Heavy and the 2015 Other Acquisitions, and (vi) valuation of unfavorable lease intangibles for Heavy. The following table summarizes the total consideration for the 2015 acquisitions and summarizes the amounts of assets acquired and liabilities assumed based on the estimated fair values as of the respective acquisition dates as adjusted through September 30, 2016 (in thousands). 2015 Acquisitions Right Away Ferrara Bros. Colonial DuBrook Wantage Heavy (1)(2) All Other (1) Cash $ 928 $ 67 $ 888 $ — $ — $ 152 $ — Accounts receivable 1,832 13,224 4,305 1,218 — 1,473 — Inventory 348 1,434 378 349 — 1,223 754 Other current assets 196 608 126 — — 92 — Property, plant and equipment 9,696 13,147 6,325 2,394 17,384 21,035 6,835 Definite-lived intangible assets 7,036 50,310 4,640 4,473 — 5,238 2,792 Other long-term assets — — 153 — — 47 — Total assets acquired 20,036 78,790 16,815 8,434 17,384 29,260 10,381 Current liabilities 1,399 6,944 6,003 910 — 3,230 91 Long-term deferred income tax 5,546 — — — — — — Other long-term liabilities — — — 59 — 841 15 Total liabilities assumed 6,945 6,944 6,003 969 — 4,071 106 Goodwill 10,703 6,916 4,384 4,092 611 263 3,474 Total consideration $ 23,794 $ 78,762 $ 15,196 $ 11,557 $ 17,995 $ 25,452 $ 13,749 (1) The purchase price allocations for the Heavy acquisition and one of the 2015 Other Acquisitions are preliminary and remain subject to adjustments, including, but not limited to, working capital, the determination of the conclusion of tax attributes as of the acquisition date, and the fair value of identifiable intangible assets and property, plant, and equipment. (2) The fair value of the Heavy acquired accounts receivable is $1.5 million , with a gross contractual amount of $4.3 million . We do not expect to collect $2.8 million of the Heavy acquired accounts receivable. Total consideration for the Heavy acquisition includes $21.9 million of cash plus $4.8 million for the fair value of deferred payments due to the previous owners less $1.2 million for the estimated fair value of the working capital true up due from the former owners. The accounting for business combinations requires the significant use of estimates and is 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 provisional business combination accounting will be made as soon as practical, but no later than one year from the respective acquisition dates. Acquired Intangibles Acquired intangible assets in 2015 and the first nine months of 2016 of $108.3 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. The major classes of intangible assets acquired in the 2016 and 2015 acquisitions were as follows (in thousands of dollars): Weighted Average Amortization Period (In Years) Fair Value At Acquisition Date Customer relationships 7.26 $ 47,739 Trade names 22.24 40,709 Non-compete agreements 5.35 8,244 Leasehold interests 9.95 6,343 Favorable contract 3.50 3,650 Backlog 1.00 1,640 Total $ 108,325 As of September 30, 2016 , the estimated future aggregate amortization expense of definite-lived intangible assets from the 2016 and 2015 acquisitions was as follows (in thousands): Year Ending December 31, 2016 (remainder of the year) $ 3,345 2017 13,268 2018 12,821 2019 11,145 2020 9,501 Thereafter 45,401 Total $ 95,481 Also included in other non-current liabilities in the accompanying condensed consolidated balance sheet are unfavorable lease intangibles with a gross carrying amount of $0.8 million and a net carrying amount of $0.4 million as of September 30, 2016 . These unfavorable lease intangibles are amortized over their remaining lease terms at time of acquisition ranging from 4.75 years to 10.00 years . These unfavorable lease intangibles have a weighted average life of 6.33 years . We recorded $2.8 million and $6.9 million of amortization expense related to these intangible assets and unfavorable lease intangibles during the three and nine months ended September 30, 2016 , respectively. During each of the three and nine months ended September 30, 2016 , we recognized $0.2 million of amortization expense that related to previous periods but had not been recorded since the fair value of certain intangible assets had not yet been determined and the fair values of others were not final. 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 September 30, 2016 , we recorded approximately $86.9 million of revenue and $9.4 million of income from operations in our condensed consolidated statements of operations related to the 2016 and 2015 acquisitions following their respective acquisition dates. During the three months ended September 30, 2015 , we recorded approximately $45.2 million of revenue and $3.6 million of income from operations in our condensed consolidated statements of operations related to the acquisitions completed in the first nine months of 2015 following their respective acquisition dates. During the nine months ended September 30, 2016 , we recorded approximately $186.3 million of revenue and $8.9 million of income from operations in our condensed consolidated statements of operations related to the 2016 and 2015 acquisitions following their respective acquisition dates. During the nine months ended September 30, 2015 , we recorded approximately $81.5 million of revenue and $6.8 million of income from operations in our condensed consolidated statements of operations related to the acquisitions completed in the first nine months of 2015 following their respective acquisition dates. The unaudited pro forma information presented below reflects the combined financial results for all of the acquisitions completed during 2016 and 2015, 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 and nine months ended September 30, 2016 and 2015 as if the 2015 acquisitions had been completed on January 1, 2014 and the 2016 acquisitions had been completed on January 1, 2015 (in thousands, except per share information): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Revenue from continuing operations $ 338,522 $ 342,472 $ 940,135 $ 883,170 Net income $ 26,419 $ 4,046 $ 24,539 $ 2,295 Income per share, basic $ 1.74 $ 0.28 $ 1.64 $ 0.16 Income per share, diluted $ 1.63 $ 0.26 $ 1.52 $ 0.15 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 11 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 2016 acquisitions 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 September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Increase in intangible amortization expense $ 791 $ 566 $ 3,790 $ 6,529 Decrease in depreciation expense — — — (231 ) Exclusion of buyer transaction costs 785 884 1,777 2,281 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 9 133 193 634 Increase in income tax expense 12,161 1,479 9,500 3,498 Net adjustments $ 13,746 $ 3,062 $ 15,260 $ 12,870 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 | 9 Months Ended |
Sep. 30, 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. For the nine months ended September 30, 2015 , we recorded a pre-tax loss on the transaction of $0.1 million . The loss is included in discontinued operations in the accompanying condensed consolidated statements of operations for the nine months ended September 30, 2015 . We have presented the results of operations for this business for the three and nine months ended September 30, 2015 in discontinued operations in the accompanying condensed consolidated statements of operations. During the nine months ended September 30, 2016 , we received payments totaling $0.4 million in accordance with the terms of the promissory note. The results of these discontinued operations were as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Revenue $ 48 $ — $ 48 $ 5,523 Operating expenses excluding depreciation, depletion and amortization 316 96 887 5,825 Loss from discontinued operations (268 ) (96 ) (839 ) (302 ) Loss on sale of assets — — — 92 Loss from discontinued operations, before income taxes (268 ) (96 ) (839 ) (394 ) Income tax benefit (102 ) (2 ) (321 ) (3 ) Loss from discontinued operations, net of taxes $ (166 ) $ (94 ) $ (518 ) $ (391 ) Cash flows from operating activities included operating cash flows used in discontinued operations of $0.4 million during the nine months ended September 30, 2016 . Cash flows from investing activities included investing cash flows provided by discontinued operations of $0.4 million for the nine months ended September 30, 2016 . Cash flows from operating activities included operating cash flows used in discontinued operations of $0.2 million during the nine months ended September 30, 2015 . Cash flows from investing activities included investing cash flows provided by discontinued operations of $0.2 million during the nine months ended September 30, 2015 . |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories as of September 30, 2016 and December 31, 2015 consisted of the following (in thousands): September 30, 2016 December 31, 2015 Raw materials $ 38,818 $ 33,792 Building materials for resale 2,117 1,736 Other 1,276 1,198 Total inventories $ 42,211 $ 36,726 |
GOODWILL AND OTHER INTANGIBLES
GOODWILL AND OTHER INTANGIBLES | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLES | GOODWILL AND OTHER INTANGIBLES Goodwill The changes in goodwill by reportable segment from January 1, 2016 to September 30, 2016 were as follows (in thousands): September 30, 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 (1) 71,186 — — 71,186 Measurement period adjustments for prior business combinations (2) (16,976 ) (12,627 ) — (29,603 ) Balance at September 30, 2016 $ 137,168 $ 1,357 $ 3,262 $ 141,787 (1) Measurement period adjustments recorded during the three months ended September 30, 2016 primarily included $4.5 million of property, plant and equipment and $10.2 million of definite-lived intangible assets representing changes to the preliminary purchase price allocations for Greco and Nycon. (See Note 3) (2) The measurement period adjustments are primarily related to $21.3 million of property, plant and equipment and $8.0 million of definite-lived intangible assets offset by $0.8 million of unfavorable lease intangibles representing changes to the preliminary purchase price allocations for Wantage, Heavy and the 2015 Other Acquisitions. (See Note 3) Other Intangibles Our purchased intangible assets were as follows as of September 30, 2016 and December 31, 2015 (in thousands): September 30, 2016 Gross Accumulated Amortization Net Weighted Average Remaining Life (In Years) Definite-lived intangible assets Customer relationships $ 73,794 $ (13,665 ) $ 60,129 6.48 Trade names 45,439 (3,906 ) 41,533 19.90 Non-competes 16,871 (4,358 ) 12,513 3.99 Leasehold interests 9,725 (1,225 ) 8,500 8.55 Favorable contract 3,650 (1,651 ) 1,999 1.92 Backlog 1,640 (1,640 ) — — Total definite-lived intangible assets 151,119 (26,445 ) 124,674 10.77 Indefinite-lived intangible assets Land rights (1) 1,478 — 1,478 Total purchased intangible assets $ 152,597 $ (26,445 ) $ 126,152 (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 Customer relationships $ 45,969 $ (7,939 ) $ 38,030 7.34 Trade names 40,302 (2,060 ) 38,242 22.04 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. As of September 30, 2016 , the estimated remaining amortization of our definite-lived intangible assets was as follows (in thousands): Year Ending December 31, 2016 (remainder of the year) $ 4,699 2017 18,764 2018 18,289 2019 16,213 2020 13,150 Thereafter 53,559 Total $ 124,674 Also included in other non-current liabilities in the accompanying condensed consolidated balance sheet are unfavorable lease intangibles with a gross carrying amount of $0.8 million and a net carrying amount of $0.4 million as of September 30, 2016 . These unfavorable lease intangibles have a weighted average remaining life of 6.33 years . We recorded $4.2 million and $4.1 million of amortization expense on our definite-lived intangible assets and unfavorable lease intangibles for the three months ended September 30, 2016 and 2015, respectively. We recorded $11.1 million and $7.5 million of amortization expense on our definite-lived intangible assets and unfavorable lease liabilities for the nine months ended September 30, 2016 and 2015, respectively. This amortization expense is included in the accompanying condensed consolidated statements of operations. |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 9 Months Ended |
Sep. 30, 2016 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | ACCRUED LIABILITIES Our accrued liabilities were as follows (in thousands): September 30, 2016 December 31, 2015 (Restated) Accrued materials $ 19,736 $ 22,428 Accrued insurance reserves 15,397 15,341 Accrued compensation and benefits 14,240 15,024 Deferred consideration 11,870 4,774 Accrued property, sales and other taxes 11,549 14,916 Accrued interest 8,167 1,500 Contingent consideration, current portion 3,195 2,635 Deferred rent 2,023 1,838 Other 6,590 7,398 Total accrued liabilities $ 92,767 $ 85,854 |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT A summary of our debt and capital leases was as follows (in thousands): September 30, 2016 December 31, 2015 Senior unsecured notes due 2024 $ 400,000 $ — Senior secured notes due 2018 — 200,000 Senior secured credit facility — 45,000 Capital leases 39,258 16,555 Other financing 22,019 20,194 Debt issuance costs (8,787 ) (6,149 ) Total debt 452,490 275,600 Less: current maturities (16,391 ) (9,386 ) Long-term debt, net of current maturities $ 436,099 $ 266,214 Senior Unsecured Notes due 2024 On June 7, 2016, we completed an offering of $400.0 million aggregate principal amount of 6.375% senior unsecured notes due 2024 (the "2024 Notes"). We used a portion of the net proceeds from the 2024 Notes to repay all of our outstanding borrowings under the Revolving Facility and to redeem all $200.0 million of our outstanding 8.5% senior secured notes due 2018 (the "2018 Notes"). In connection with issuing the 2024 Notes, we incurred $7.7 million of deferred financing costs. The 2024 Notes are governed by an indenture (the “Indenture”) dated as of June 7, 2016, by and among U.S. Concrete, Inc., as issuer, the subsidiary guarantors party thereto, and U.S. Bank National Association, as trustee. The 2024 Notes accrue interest at a rate of 6.375% per annum. We pay interest on the 2024 Notes on June 1 and December 1 of each year. The 2024 Notes mature on June 1, 2024, 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, among other things, limit our ability and the ability of our restricted subsidiaries to: • incur additional debt or issue disqualified stock or preferred stock; • pay dividends or make other distributions, repurchase or redeem our stock or subordinated indebtedness or make certain investments; • sell assets and issue capital stock of our restricted subsidiaries; • incur liens; • allow to exist certain restrictions on the ability of our restricted subsidiaries to pay dividends or make other payments to us; • enter into transactions with affiliates; • consolidate, merge or sell all or substantially all of our assets; and • designate our subsidiaries as unrestricted subsidiaries. The 2024 Notes are issued by U.S. Concrete, Inc. (the "Parent"). Our obligations under the 2024 Notes are jointly and severally and fully and unconditionally guaranteed on a senior unsecured basis by each of our restricted subsidiaries that guarantees any obligations under the Revolving Facility or that guarantees certain of our other indebtedness or certain indebtedness of our restricted subsidiaries (other than foreign restricted subsidiaries that guarantee only indebtedness incurred by another foreign subsidiary). U.S. Concrete, Inc. does not have any independent assets or operations, and none of its foreign subsidiaries guarantee the 2024 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 2024 Notes and the guarantees thereof are effectively subordinated to all of our and our guarantors' existing and future secured obligations, including obligations under the Revolving Facility, to the extent of the value of the collateral securing such obligations; senior in right of payment to any of our and our guarantors' future subordinated indebtedness; pari passu in right of payment with any of our and our guarantors' existing and future senior indebtedness, including our and our guarantors' obligations under the Revolving Facility; and structurally subordinated to all existing and future indebtedness and other liabilities, including preferred stock, of any non-guarantor subsidiaries. Senior Secured Notes due 2018 In June 2016, we redeemed all $200.0 million of the 2018 Notes at a redemption price of 104.25% of the principal amount thereof, plus accrued interest of $0.7 million . We recorded a $12.0 million pre-tax loss on extinguishment of debt in our condensed consolidated statements of operations associated with the redemption of the 2018 Notes. This loss consisted of an $8.5 million redemption premium and a $3.5 million write-off of unamortized deferred financing costs. Senior Secured Credit Facility On November 18, 2015, we entered into the Second Amended and Restated Loan and Security Agreement (the “Second A/R Loan Agreement”) with Bank of America, N.A., as administrative agent, and certain financial institutions named therein, as lenders (the "Lenders"), which amended and restated the First Amended and Restated Loan and Security Agreement dated October 29, 2013 (the "2013 Loan Agreement") and provides us with the Revolving Facility of up to $250.0 million . The maturity date of the Revolving Facility is November 18, 2020. As of September 30, 2016 , we had no outstanding borrowings on the Second A/R Loan Agreement and we had $12.7 million of undrawn standby letters of credit under the Revolving Facility. 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 machinery, 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 September 30, 2016 increased to $209.5 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. 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 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) (w) 85% of the net orderly liquidation value (as determined by the most recent appraisal) of eligible trucks plus (x) 80% of the cost of eligible trucks that have been acquired since the date of the latest appraisal of eligible trucks minus (y) 85% of the net orderly liquidation value of eligible trucks that have been sold since the date of the latest appraisal, minus (z) 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, 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. 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 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 September 30, 2016 , our fixed charge coverage ratio was 2.89 to 1.0. As of September 30, 2016 , we were in compliance with all covenants under the Second A/R Loan Agreement. The Second A/R Loan Agreement is secured by a first priority lien on substantially all of the personal property of the Company and our guarantors, subject to permitted liens and certain exceptions. Capital Leases and Other Financing From 2013 through the third quarter of 2016 , we signed a series of promissory notes with various lenders for the purchase of mixer trucks and other machinery and equipment in an aggregate principal amount of $33.9 million , with fixed annual interest rates ranging from less than 2.50% to 4.86% , payable monthly for terms ranging from less than one to five years. From 2013 through the third 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 $47.4 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. At September 30, 2016 , we had $39.3 million of outstanding capital leases. The current portion of capital leases included in current maturities of long-term debt was $9.5 million as of September 30, 2016 and $4.0 million as of December 31, 2015 . As of September 30, 2016 , we had three promissory notes outstanding in an aggregate principal amount of $1.1 million . These promissory notes were issued primarily in connection with acquisitions completed between February 2014 and August 2014. These promissory notes are payable either monthly or annually with original terms ranging from three to nine years, with annual effective interest rates of 3.75% . The weighted average interest rate of our capital leases and other financings was 3.09% as of September 30, 2016 and 3.07% as of December 31, 2015 . |
WARRANTS
WARRANTS | 9 Months Ended |
Sep. 30, 2016 | |
Warrants and Rights Note Disclosure [Abstract] | |
WARRANTS | WARRANTS On August 31, 2010, 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 August 31, 2010 and will expire on August 31, 2017. The Warrants are 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 September 30, 2016 , there were 0.8 million Class A Warrants and 0.6 million Class B Warrants outstanding. |
DERIVATIVES
DERIVATIVES | 9 Months Ended |
Sep. 30, 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 September 30, 2016 and December 31, 2015 (in thousands): Fair Value Derivative Instruments Not Designated As Hedging Instruments Under ASC 815 Balance Sheet Location September 30, 2016 December 31, 2015 Warrants Derivative liabilities $ 31,275 $ 67,401 The following table presents the effect of derivative instruments on our condensed consolidated statements of operations for the three and nine months ended September 30, 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 Gain (Loss) Recognized September 30, 2016 September 30, 2015 Warrants Derivative gain (loss) $ 21,772 $ (26,854 ) Nine Months Ended Derivative Instruments Not Designated As Location of Gain (Loss) Recognized September 30, 2016 September 30, 2015 Warrants Derivative gain (loss) $ 6,430 $ (46,401 ) Warrant volume positions represent the number of shares of common stock underlying the instruments. The table below presents our volume positions as of September 30, 2016 and December 31, 2015 (in thousands): Number of Shares Derivative Instruments Not Designated As Hedging Instruments Under ASC 815 September 30, 2016 December 31, 2015 Warrants 1,402 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 | 9 Months Ended |
Sep. 30, 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 September 30, 2016 and December 31, 2015 (in thousands): September 30, 2016 Total Level 1 Level 2 Level 3 Derivative – Warrants $ 31,275 $ — $ 31,275 $ — Contingent consideration, including current portion (1) (2) (3) (4) (5) (6) 29,312 — — 29,312 $ 60,587 $ — $ 31,275 $ 29,312 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 ("Bode Earn-out"). 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 September 30, 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 ("Mobile-Crete Earn-out"). 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 September 30, 2016 and December 31, 2015 . The fair value of the Mobile-Crete Earn-out was less than $0.1 million as of both September 30, 2016 and December 31, 2015 . The Mobile-Crete Earn-out payments were capped at $1.5 million as of both September 30, 2016 and December 31, 2015 . (4) Includes the fair value of the earn-out payments associated with the 2015 acquisition of Right Away (the "Right Away Earn-out"). 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 and 7.00% and 8.50% as of September 30, 2016 and December 31, 2015 , respectively. The fair value of the Right Away Earn-out was $4.0 million and $4.7 million as of September 30, 2016 and December 31, 2015 , respectively. The remaining Right Away Earn-out payments were capped at $5.0 million and $6.0 million as of September 30, 2016 and December 31, 2015 , respectively. (5) Includes the fair value of the contingent consideration associated with the 2015 acquisition of Ferrara Bros. ("Ferrara Bros. Contingent Consideration"). 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 September 30, 2016 and December 31, 2015 , respectively. The fair value of the Ferrara Bros. Contingent Consideration was $23.1 million and $21.2 million as of September 30, 2016 and December 31, 2015 , respectively. The Ferrara Bros. Contingent Consideration payments were capped at $35.0 million as of both September 30, 2016 and December 31, 2015 . (6) Includes the fair value of the earn-out payments associated with the 2015 acquisition of DuBrook ("DuBrook Earn-out"). 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 September 30, 2016 and December 31, 2015 . The fair value of the DuBrook Earn-out was $0.7 million as of both September 30, 2016 and December 31, 2015 . The Dubrook Earn-out payments are not capped; however, we do not expect total payments to be in excess of $0.7 million and $1.0 million as of September 30, 2016 and December 31, 2015, respectively. The liability for the Warrants was valued utilizing a Black-Scholes-Merton model. Inputs into the model were based upon observable market data where possible. The key inputs in determining our derivative liabilities include our stock price, stock price volatility, and risk free interest rates. As of September 30, 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. The liabilities for the Bode Earn-out, the DuBrook Earn-out, and the 2015 Other Acquisition Earn-Out were valued using a discounted cash flow technique. 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 contingent consideration as of September 30, 2016 and December 31, 2015 included discount rates ranging from 3.50% to 15.75% , 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 September 30, 2016 is provided below (in thousands): Contingent Consideration Balance at December 31, 2015 $ 30,119 Acquisitions (1) 15 Total losses included in earnings (2) 2,325 Payment on contingent consideration (3,147 ) Balance at September 30, 2016 $ 29,312 (1) Represents the fair value of the contingent consideration associated with one of the 2015 Other Acquisitions. (2) Represents the net loss on revaluation of contingent consideration, which is included in loss (gain) 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 2024 Notes, estimated based on broker/dealer quoted market prices, was $413.0 million as of September 30, 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 | 9 Months Ended |
Sep. 30, 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 September 30, 2016 and December 31, 2015 for other deferred tax assets because of uncertainty regarding their ultimate realization. Our total net deferred tax liability was approximately $5.7 million as of September 30, 2016 and our total net deferred tax asset was approximately $6.0 million as of December 31, 2015 . The change from a total net deferred tax asset to a total net deferred tax liability is a result of electing to take bonus depreciation for various tax years, as recorded in the three and nine months ended September 30, 2016. We made income tax payments of approximately $0.2 million and $2.9 million during the three and nine months ended September 30, 2016 . We made income tax payments of approximately $0.2 million and $1.0 million during the three and nine months ended September 30, 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 gain of $6.4 million and a non-cash derivative loss of $46.4 million for the nine months ended September 30, 2016 and 2015 , respectively. The derivative activity is excluded from the calculation of our income tax provision, and instead is treated as an unrecognized tax position. For the nine months ended September 30, 2016 , our tax provision excluded $2.5 million of tax expense related to the $6.4 million derivative gain. There was no tax effect to our tax provision for the nine months ended September 30, 2015 related to the $46.4 million derivative loss due to a full valuation allowance on our deferred tax assets through the third quarter of 2015. For the 2016 period, our effective tax rate also differs from the federal statutory rate due to an adjustment related to certain state net operating loss (“NOL”) carryforwards that will not be utilized prior to expiration. We record changes in our unrecognized tax benefits based on anticipated federal and state tax filing positions on a quarterly basis. For the nine months ended September 30, 2016 and September 30, 2015 , we recorded unrecognized tax benefits of $4.1 million and $18.0 million , respectively. We recorded an income tax expense allocated to continuing operations of $12.6 million and $14.3 million for the three and nine months ended September 30, 2016 , respectively. We recorded an income tax benefit allocated to continuing operations of less than $0.1 million and $2.8 million for the three and nine months ended September 30, 2015 , respectively. In accordance with U.S. GAAP, intra-period tax allocation provisions require allocation of a tax benefit or expense to continuing operations and to discontinued operations. We recorded a tax benefit of $0.1 million and $0.3 million allocated to discontinued operations for the three and nine months ended September 30, 2016 , respectively. We recorded a tax benefit of less than $0.1 million allocated to discontinued operations for both the three and nine months ended September 30, 2015 . All taxes were allocated between continuing operations and discontinued operations for the three and nine months ended September 30, 2016 and 2015 . 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 NOLs and other tax attributes that are available to offset future taxable income are subject to an annual limitation. The annual limitation is based on the value of the corporation as of the effective date of the plan of reorganization. The ownership change and the resulting annual limitation on the use of NOLs are not expected to result in the expiration of our NOL carryforwards if we are able to generate sufficient future taxable income within the carryforward periods. However, the limitation on the amount of NOLs available to offset taxable income in a specific year may result in the payment of income taxes before all NOLs have been utilized. Additionally, a subsequent ownership change may result in further limitations on our ability to utilize existing NOLs and other tax attributes. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 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): September 30, 2016 December 31, 2015 Shares authorized 100,000 100,000 Shares outstanding at end of period 15,694 14,871 Shares held in treasury 887 842 There was no preferred stock issued or outstanding as of September 30, 2016 or December 31, 2015 . Common Stock Issuance During the nine months ended September 30, 2016, we issued 136,215 shares of common stock valued at approximately $7.5 million on the date of issuance as part of the consideration for the Kings acquisition (see Note 3). During the nine months ended September 30, 2015, we issued approximately 442,000 shares of common stock with a total value of approximately $15.1 million as part of the consideration for the Ferrara Bros. acquisition (see Note 3). Share Repurchase Program In May 2014, our Board authorized a program to repurchase up to $50.0 million of our outstanding common stock (the "Share Repurchase Program") until the earlier of March 31, 2017, or a determination by the Board to discontinue the Share Repurchase Program. We made no repurchases of our common stock during the nine months ended September 30, 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 46,000 shares with a total value of $2.8 million during the nine months ended September 30, 2016 . We withheld approximately 145,000 shares with a total value of $6.3 million during the nine months ended September 30, 2015 . We accounted for the withholding of these shares as treasury stock. |
NET EARNINGS (LOSS) PER SHARE
NET EARNINGS (LOSS) PER SHARE | 9 Months Ended |
Sep. 30, 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. The following is a reconciliation of the components of the basic and diluted earnings (loss) per share calculations for the three and nine months ended September 30, 2016 and 2015 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Numerator: Income from continuing operations $ 38,122 $ 1,713 $ 24,970 $ 1,229 Loss from discontinued operations, net of taxes (166 ) (94 ) (518 ) (391 ) Numerator for diluted earnings per share $ 37,956 $ 1,619 $ 24,452 $ 838 Denominator: Basic weighted average common shares outstanding 15,222 14,223 14,978 13,946 Restricted stock and restricted stock units 67 150 84 193 Warrants 939 1,434 1,111 1,098 Stock options 12 15 13 14 Denominator for diluted earnings per share 16,240 15,822 16,186 15,251 For the three and nine months ended September 30, 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 had not met their performance target: Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016 Potentially dilutive shares: Unvested restricted stock and restricted stock units 35 35 Total potentially dilutive shares 35 35 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 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 and the development of a rehabilitation plan by the trustees and subsequent submittal to and approval by the Internal Revenue Service is not predictable. Further, the allocation of fund assets and return assumptions by trustees are variable, as are actual investment returns relative to the plan assumptions. As of September 30, 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 September 30, 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 September 30, 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 $13.5 million as of September 30, 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 $30.2 million in performance bonds that various contractors, states and municipalities have required as of September 30, 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 September 30, 2016 . Employment Agreements We have employment agreements with executive officers and certain key members of management under which severance payments would become payable in the event of specified terminations without cause or after a change of control. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 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 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, and may not be comparable to similarly titled measures used in our various agreements, including the Second A/R Loan Agreement and the Indenture. We account for inter-segment sales at market prices. Corporate includes executive, administrative, financial, legal, human resources, business development and risk management activities which are not allocated to reportable segments and are excluded from segment Adjusted EBITDA. Eliminations include transactions to account for intercompany activity. The following tables set forth certain financial information relating to our continuing operations by reportable segment (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Revenue: Ready-mixed concrete Sales to external customers $ 297,858 $ 264,428 $ 770,479 $ 638,491 Aggregate products Sales to external customers 12,289 10,970 30,756 25,063 Intersegment sales 9,839 7,990 25,641 18,436 Total aggregate products 22,128 18,960 56,397 43,499 Total reportable segment revenue 319,986 283,388 826,876 681,990 Other products and eliminations 8,602 11,723 22,507 29,154 Total revenue $ 328,588 $ 295,111 $ 849,383 $ 711,144 Reportable Segment Adjusted EBITDA: Ready-mixed concrete $ 51,394 $ 46,042 $ 111,809 $ 100,262 Aggregate products 7,005 6,403 15,080 10,372 Total reportable segment Adjusted EBITDA $ 58,399 $ 52,445 $ 126,889 $ 110,634 Reconciliation of Total Reportable Segment Adjusted EBITDA to Income (Loss) From Continuing Operations: Total reportable segment Adjusted EBITDA $ 58,399 $ 52,445 $ 126,889 $ 110,634 Other products and eliminations from operations 2,472 2,821 6,704 5,708 Corporate overhead (10,628 ) (10,619 ) (31,150 ) (29,519 ) Depreciation, depletion and amortization for reportable segments (13,036 ) (11,442 ) (35,630 ) (27,665 ) Interest expense, net (7,635 ) (5,446 ) (19,933 ) (15,966 ) Corporate loss on early extinguishment of debt — — (12,003 ) — Corporate derivative income (loss) 21,772 (26,854 ) 6,430 (46,401 ) (Loss) gain on revaluation of contingent consideration for reportable segments (714 ) 723 (2,325 ) 1,387 Corporate, other products and eliminations other income, net 69 63 305 246 Income (loss) from continuing operations before income taxes 50,699 1,691 39,287 (1,576 ) Income tax expense (benefit) 12,577 (22 ) 14,317 (2,805 ) Income from continuing operations $ 38,122 $ 1,713 $ 24,970 $ 1,229 Capital Expenditures: Ready-mixed concrete $ 5,807 $ 2,733 $ 17,978 $ 6,606 Aggregate products 1,676 764 9,689 3,124 Other products and corporate 625 1,842 3,374 3,033 Total capital expenditures $ 8,108 $ 5,339 $ 31,041 $ 12,763 Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Revenue By Product: Ready-mixed concrete $ 297,858 $ 264,428 $ 770,479 $ 638,491 Aggregate products 12,289 10,970 30,756 25,063 Aggregates distribution 7,381 7,985 18,662 18,338 Building materials 5,577 4,869 14,823 13,359 Lime 3,479 3,585 7,828 6,916 Hauling 1,320 1,910 4,301 4,039 Other 684 1,364 2,534 4,938 Total revenue $ 328,588 $ 295,111 $ 849,383 $ 711,144 As of September 30, 2016 As of December 31, 2015 Identifiable Property, Plant And Equipment Assets: Ready-mixed concrete $ 230,396 $ 166,837 Aggregate products 87,177 65,937 Other products and corporate 22,178 15,349 Total identifiable assets $ 339,751 $ 248,123 |
SUPPLEMENTAL CONDENSED CONSOLID
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION | 9 Months Ended |
Sep. 30, 2016 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION | SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION The 2024 Notes are fully and unconditionally and jointly and severally guaranteed on a senior unsecured basis by all of our domestic wholly owned subsidiaries, each a guarantor subsidiary. The 2024 Notes are not guaranteed by any foreign subsidiaries of the Company, each a non-guarantor subsidiary. Consequently, 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 three and nine months ended September 30, 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 SEPTEMBER 30, 2016 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 65,423 $ 597 $ — $ 66,020 Trade accounts receivable, net — 207,167 553 — 207,720 Inventories — 39,485 2,726 — 42,211 Prepaid expenses — 6,076 40 — 6,116 Other receivables 1,200 6,060 65 — 7,325 Other current assets 36,599 2,360 5 (36,599 ) 2,365 Total current assets 37,799 326,571 3,986 (36,599 ) 331,757 Property, plant and equipment, net — 317,177 22,574 — 339,751 Goodwill — 138,671 3,116 — 141,787 Intangible assets, net — 120,436 5,716 — 126,152 Deferred income taxes — — 201 (201 ) — Investment in subsidiaries 344,851 — — (344,851 ) — Intercompany receivables 254,944 — — (254,944 ) — Other assets — 2,730 47 — 2,777 Total assets $ 637,594 $ 905,585 $ 35,640 $ (636,595 ) $ 942,224 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 60 $ 115,640 $ 1,298 $ — $ 116,998 Accrued liabilities 7,886 120,569 911 (36,599 ) 92,767 Current maturities of long-term debt — 16,391 — — 16,391 Derivative liabilities 31,275 — — — 31,275 Total current liabilities 39,221 252,600 2,209 (36,599 ) 257,431 Long-term debt, net of current maturities 390,947 45,152 — — 436,099 Other long-term obligations and deferred credits 4,969 35,149 396 — 40,514 Deferred income taxes — 5,922 — (201 ) 5,721 Intercompany payables — 248,163 6,780 (254,943 ) — Total liabilities 435,137 586,986 9,385 (291,743 ) 739,765 Total equity 202,457 318,599 26,255 (344,852 ) 202,459 Total liabilities and equity $ 637,594 $ 905,585 $ 35,640 $ (636,595 ) $ 942,224 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 THREE MONTHS ENDED SEPTEMBER 30, 2016 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated Revenue $ — $ 323,406 $ 5,182 $ — $ 328,588 Cost of goods sold before depreciation, depletion and amortization — 249,185 4,292 — 253,477 Selling, general and administrative expenses — 24,438 666 — 25,104 Depreciation, depletion and amortization — 13,529 610 — 14,139 Loss on revaluation of contingent consideration 131 583 — — 714 Gain on sale of assets — (1,003 ) — — (1,003 ) (Loss) income from operations (131 ) 36,674 (386 ) — 36,157 Interest expense, net (7,105 ) (526 ) (4 ) — (7,635 ) Derivative gain 21,772 — — — 21,772 Other income, net — 333 72 — 405 Income (loss) from continuing operations before income taxes and equity in earnings of subsidiaries 14,536 36,481 (318 ) — 50,699 Income tax (benefit) expense (3,219 ) 16,869 (1,073 ) — 12,577 Income (loss) from continuing operations, net of taxes and before equity in earnings of subsidiaries 17,755 19,612 755 — 38,122 Loss from discontinued operations, net of taxes and before equity in earnings of subsidiaries — (166 ) — — (166 ) Income (loss), net of taxes and before equity in earnings of subsidiaries 17,755 19,446 755 — 37,956 Equity in earnings of subsidiaries 20,201 — — (20,201 ) — Net income (loss) $ 37,956 $ 19,446 $ 755 $ (20,201 ) $ 37,956 U.S. CONCRETE, INC. AND SUBSIDARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS NINE MONTHS ENDED SEPTEMBER 30, 2016 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated Revenue $ — $ 833,589 $ 15,794 $ — $ 849,383 Cost of goods sold before depreciation, depletion and amortization — 660,889 13,562 — 674,451 Selling, general and administrative expenses — 69,760 1,687 — 71,447 Depreciation, depletion and amortization — 36,709 2,086 — 38,795 Loss on revaluation of contingent consideration 315 2,010 — — 2,325 Gain on sale of assets — (1,016 ) — — (1,016 ) (Loss) income from operations (315 ) 65,237 (1,541 ) — 63,381 Interest expense, net (18,729 ) (1,192 ) (12 ) — (19,933 ) Derivative gain 6,430 — — — 6,430 Loss on extinguishment of debt (12,003 ) — — — (12,003 ) Other income, net — 1,357 55 — 1,412 (Loss) income from continuing operations, net of taxes and before income taxes and equity in earnings of subsidiaries (24,617 ) 65,402 (1,498 ) — 39,287 Income tax (benefit) expense (12,447 ) 28,449 (1,685 ) — 14,317 (Loss) income from continuing operations, net of taxes and before equity in earnings of subsidiaries (12,170 ) 36,953 187 — 24,970 Loss from discontinued operations, net of taxes and before equity in earnings of subsidiaries — (518 ) — — (518 ) (Loss) income, net of taxes and before equity in earnings of subsidiaries (12,170 ) 36,435 187 — 24,452 Equity in earnings of subsidiaries 36,622 — — (36,622 ) — Net income (loss) $ 24,452 $ 36,435 $ 187 $ (36,622 ) $ 24,452 U.S. CONCRETE, INC. AND SUBSIDARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS NINE MONTHS ENDED SEPTEMBER 30, 2016 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations U.S. Concrete Consolidated Net cash (used in) provided by operating activities $ (7,902 ) $ 94,789 $ 1,618 $ — $ 88,505 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment — (28,780 ) (2,261 ) — (31,041 ) Payments for acquisitions, net of cash acquired — (124,481 ) — — (124,481 ) Proceeds from disposals of property, plant and equipment — 1,920 — — 1,920 Proceeds from disposals of businesses — 375 — — 375 Investment in subsidiaries (300 ) — — 300 — Net cash (used in) provided by investing activities (300 ) (150,966 ) (2,261 ) 300 (153,227 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from revolver borrowings 128,904 — — — 128,904 Repayments of revolver borrowings (173,904 ) — — — (173,904 ) Proceeds from issuance of debt 400,000 — — — 400,000 Repayments of debt (200,000 ) — — — (200,000 ) Premium paid on early retirement of debt (8,500 ) — — — (8,500 ) Proceeds from exercise of stock options and warrants 166 — — — 166 Payments of other long-term obligations (657 ) (3,486 ) — — (4,143 ) Payments for other financing — (8,880 ) — — (8,880 ) Debt issuance costs (7,786 ) — — — (7,786 ) Excess tax benefits from stock-based compensation 3,785 — — — 3,785 Other treasury share purchases (2,825 ) — — — (2,825 ) Intercompany funding (130,981 ) 130,113 1,168 (300 ) — Net cash provided by (used in) financing activities 8,202 117,747 1,168 (300 ) 126,817 NET INCREASE IN CASH AND CASH EQUIVALENTS — 61,570 525 — 62,095 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD — 3,854 71 — 3,925 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ — $ 65,424 $ 596 $ — $ 66,020 |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 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 | In August 2016, the Financial Accounting Standards Board (the "FASB") issued guidance to reduce diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The new amendment is effective for financial statements issued for fiscal years beginning after December 15, 2017 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 March 2016, 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 . In May 2014, the FASB issued guidance that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers, which supersedes most of the existing revenue recognition guidance. This guidance requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. The guidance is effective for interim and annual reporting periods that begin after December 15, 2016. In August 2015, the FASB issued guidance which delayed the effective date for public entities to reporting periods beginning after December 15, 2017 and permitted early adoption of the standard, but not before the original effective date of December 15, 2016. During the second quarter of 2016, the FASB issued additional revenue recognition guidance that clarifies how an entity identifies performance obligations related to customer contracts as well as the objectives of collectability, sales and other taxes, noncash consideration, contract modifications at transition, and a technical correction. We are currently evaluating the impact that these standards will have on our consolidated financial statements and results of operations and, as a result, we have not yet adopted this new guidance. |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Business Acquisition [Line Items] | |
Major Classes of Intangible Assets Acquired | The major classes of intangible assets acquired in the 2016 and 2015 acquisitions were as follows (in thousands of dollars): Weighted Average Amortization Period (In Years) Fair Value At Acquisition Date Customer relationships 7.26 $ 47,739 Trade names 22.24 40,709 Non-compete agreements 5.35 8,244 Leasehold interests 9.95 6,343 Favorable contract 3.50 3,650 Backlog 1.00 1,640 Total $ 108,325 Our purchased intangible assets were as follows as of September 30, 2016 and December 31, 2015 (in thousands): September 30, 2016 Gross Accumulated Amortization Net Weighted Average Remaining Life (In Years) Definite-lived intangible assets Customer relationships $ 73,794 $ (13,665 ) $ 60,129 6.48 Trade names 45,439 (3,906 ) 41,533 19.90 Non-competes 16,871 (4,358 ) 12,513 3.99 Leasehold interests 9,725 (1,225 ) 8,500 8.55 Favorable contract 3,650 (1,651 ) 1,999 1.92 Backlog 1,640 (1,640 ) — — Total definite-lived intangible assets 151,119 (26,445 ) 124,674 10.77 Indefinite-lived intangible assets Land rights (1) 1,478 — 1,478 Total purchased intangible assets $ 152,597 $ (26,445 ) $ 126,152 (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 Customer relationships $ 45,969 $ (7,939 ) $ 38,030 7.34 Trade names 40,302 (2,060 ) 38,242 22.04 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 September 30, 2016 , the estimated future aggregate amortization expense of definite-lived intangible assets from the 2016 and 2015 acquisitions was as follows (in thousands): Year Ending December 31, 2016 (remainder of the year) $ 3,345 2017 13,268 2018 12,821 2019 11,145 2020 9,501 Thereafter 45,401 Total $ 95,481 As of September 30, 2016 , the estimated remaining amortization of our definite-lived intangible assets was as follows (in thousands): Year Ending December 31, 2016 (remainder of the year) $ 4,699 2017 18,764 2018 18,289 2019 16,213 2020 13,150 Thereafter 53,559 Total $ 124,674 |
Pro Forma Information | The unaudited pro forma information presented below reflects the combined financial results for all of the acquisitions completed during 2016 and 2015, 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 and nine months ended September 30, 2016 and 2015 as if the 2015 acquisitions had been completed on January 1, 2014 and the 2016 acquisitions had been completed on January 1, 2015 (in thousands, except per share information): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Revenue from continuing operations $ 338,522 $ 342,472 $ 940,135 $ 883,170 Net income $ 26,419 $ 4,046 $ 24,539 $ 2,295 Income per share, basic $ 1.74 $ 0.28 $ 1.64 $ 0.16 Income per share, diluted $ 1.63 $ 0.26 $ 1.52 $ 0.15 |
Adjustments Reflected in Pro Forma Net Income (Loss) and Net Income (Loss) Per Share Amounts | The unaudited pro forma net income (loss) and net income (loss) per share amounts above reflect the following adjustments: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Increase in intangible amortization expense $ 791 $ 566 $ 3,790 $ 6,529 Decrease in depreciation expense — — — (231 ) Exclusion of buyer transaction costs 785 884 1,777 2,281 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 9 133 193 634 Increase in income tax expense 12,161 1,479 9,500 3,498 Net adjustments $ 13,746 $ 3,062 $ 15,260 $ 12,870 |
2016 Acquisitions | |
Business Acquisition [Line Items] | |
Summary of Consideration for Acquisitions, Assets Acquired and Liabilities Assumed | The following table presents the total consideration for the 2016 acquisitions and the provisional amounts related to the assets acquired and liabilities assumed based on the estimated fair values as of the respective acquisition date (in thousands). 2016 Acquisitions Greco (1)(2) Nycon (1)(3) Jenna (1)(4) Kings (1)(5) Accounts receivable $ — $ 12,314 $ — $ — Inventory 141 283 262 563 Other current assets 34 7 9 — Property, plant and equipment 13,505 4,534 7,775 10,308 Definite-lived intangible assets 3,338 6,898 7,400 15,600 Total assets acquired 17,018 24,036 15,446 26,471 Current liabilities 4 6,716 1,319 — Other long-term liabilities — 378 2,437 — Total liabilities assumed 4 7,094 3,756 — Goodwill 614 18,529 18,910 30,929 Total consideration $ 17,628 $ 35,471 $ 30,600 $ 57,400 (1) The purchase price allocations for the Greco, Nycon, Jenna, and Kings acquisitions are preliminary and remain subject to adjustments, including, but not limited to, working capital and the fair value of identifiable intangible assets and property, plant, and equipment. (2) Total consideration for the Greco acquisition consists of cash consideration of $16.6 million and $1.0 million of credits applied against existing trade accounts receivable. (3) The fair value of the Nycon acquired accounts receivable approximates the gross contractual amount as of the acquisition date. We expect to collect all of the Nycon acquired receivables. Total consideration for the Nycon acquisition includes $27.1 million of cash, $2.6 million for the fair value of deferred payments due to the previous owners, and $5.8 million for the estimated fair value of the working capital true up payable to the former owners. (4) Total consideration for the Jenna acquisition consists of cash consideration of $27.9 million and $2.7 million for the fair value of deferred payments due to the previous owners. (5) Total consideration for the Kings acquisition consists of cash consideration of $49.9 million plus 136,215 shares of our common stock valued at approximately $7.5 million on the date of issuance. |
2015 Acquisitions | |
Business Acquisition [Line Items] | |
Summary of Consideration for Acquisitions, Assets Acquired and Liabilities Assumed | The following table summarizes the total consideration for the 2015 acquisitions and summarizes the amounts of assets acquired and liabilities assumed based on the estimated fair values as of the respective acquisition dates as adjusted through September 30, 2016 (in thousands). 2015 Acquisitions Right Away Ferrara Bros. Colonial DuBrook Wantage Heavy (1)(2) All Other (1) Cash $ 928 $ 67 $ 888 $ — $ — $ 152 $ — Accounts receivable 1,832 13,224 4,305 1,218 — 1,473 — Inventory 348 1,434 378 349 — 1,223 754 Other current assets 196 608 126 — — 92 — Property, plant and equipment 9,696 13,147 6,325 2,394 17,384 21,035 6,835 Definite-lived intangible assets 7,036 50,310 4,640 4,473 — 5,238 2,792 Other long-term assets — — 153 — — 47 — Total assets acquired 20,036 78,790 16,815 8,434 17,384 29,260 10,381 Current liabilities 1,399 6,944 6,003 910 — 3,230 91 Long-term deferred income tax 5,546 — — — — — — Other long-term liabilities — — — 59 — 841 15 Total liabilities assumed 6,945 6,944 6,003 969 — 4,071 106 Goodwill 10,703 6,916 4,384 4,092 611 263 3,474 Total consideration $ 23,794 $ 78,762 $ 15,196 $ 11,557 $ 17,995 $ 25,452 $ 13,749 (1) The purchase price allocations for the Heavy acquisition and one of the 2015 Other Acquisitions are preliminary and remain subject to adjustments, including, but not limited to, working capital, the determination of the conclusion of tax attributes as of the acquisition date, and the fair value of identifiable intangible assets and property, plant, and equipment. (2) The fair value of the Heavy acquired accounts receivable is $1.5 million , with a gross contractual amount of $4.3 million . We do not expect to collect $2.8 million of the Heavy acquired accounts receivable. Total consideration for the Heavy acquisition includes $21.9 million of cash plus $4.8 million for the fair value of deferred payments due to the previous owners less $1.2 million for the estimated fair value of the working capital true up due from the former owners. |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Revenue $ 48 $ — $ 48 $ 5,523 Operating expenses excluding depreciation, depletion and amortization 316 96 887 5,825 Loss from discontinued operations (268 ) (96 ) (839 ) (302 ) Loss on sale of assets — — — 92 Loss from discontinued operations, before income taxes (268 ) (96 ) (839 ) (394 ) Income tax benefit (102 ) (2 ) (321 ) (3 ) Loss from discontinued operations, net of taxes $ (166 ) $ (94 ) $ (518 ) $ (391 ) |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories as of September 30, 2016 and December 31, 2015 consisted of the following (in thousands): September 30, 2016 December 31, 2015 Raw materials $ 38,818 $ 33,792 Building materials for resale 2,117 1,736 Other 1,276 1,198 Total inventories $ 42,211 $ 36,726 |
GOODWILL AND OTHER INTANGIBLES
GOODWILL AND OTHER INTANGIBLES (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2016 were as follows (in thousands): September 30, 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 (1) 71,186 — — 71,186 Measurement period adjustments for prior business combinations (2) (16,976 ) (12,627 ) — (29,603 ) Balance at September 30, 2016 $ 137,168 $ 1,357 $ 3,262 $ 141,787 (1) Measurement period adjustments recorded during the three months ended September 30, 2016 primarily included $4.5 million of property, plant and equipment and $10.2 million of definite-lived intangible assets representing changes to the preliminary purchase price allocations for Greco and Nycon. (See Note 3) (2) The measurement period adjustments are primarily related to $21.3 million of property, plant and equipment and $8.0 million of definite-lived intangible assets offset by $0.8 million of unfavorable lease intangibles representing changes to the preliminary purchase price allocations for Wantage, Heavy and the 2015 Other Acquisitions. (See Note 3) |
Schedule of Purchased Finite-Lived Intangible Assets | The major classes of intangible assets acquired in the 2016 and 2015 acquisitions were as follows (in thousands of dollars): Weighted Average Amortization Period (In Years) Fair Value At Acquisition Date Customer relationships 7.26 $ 47,739 Trade names 22.24 40,709 Non-compete agreements 5.35 8,244 Leasehold interests 9.95 6,343 Favorable contract 3.50 3,650 Backlog 1.00 1,640 Total $ 108,325 Our purchased intangible assets were as follows as of September 30, 2016 and December 31, 2015 (in thousands): September 30, 2016 Gross Accumulated Amortization Net Weighted Average Remaining Life (In Years) Definite-lived intangible assets Customer relationships $ 73,794 $ (13,665 ) $ 60,129 6.48 Trade names 45,439 (3,906 ) 41,533 19.90 Non-competes 16,871 (4,358 ) 12,513 3.99 Leasehold interests 9,725 (1,225 ) 8,500 8.55 Favorable contract 3,650 (1,651 ) 1,999 1.92 Backlog 1,640 (1,640 ) — — Total definite-lived intangible assets 151,119 (26,445 ) 124,674 10.77 Indefinite-lived intangible assets Land rights (1) 1,478 — 1,478 Total purchased intangible assets $ 152,597 $ (26,445 ) $ 126,152 (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 Customer relationships $ 45,969 $ (7,939 ) $ 38,030 7.34 Trade names 40,302 (2,060 ) 38,242 22.04 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. |
Schedule of Purchased Indefinite-Lived Intangible Assets | Our purchased intangible assets were as follows as of September 30, 2016 and December 31, 2015 (in thousands): September 30, 2016 Gross Accumulated Amortization Net Weighted Average Remaining Life (In Years) Definite-lived intangible assets Customer relationships $ 73,794 $ (13,665 ) $ 60,129 6.48 Trade names 45,439 (3,906 ) 41,533 19.90 Non-competes 16,871 (4,358 ) 12,513 3.99 Leasehold interests 9,725 (1,225 ) 8,500 8.55 Favorable contract 3,650 (1,651 ) 1,999 1.92 Backlog 1,640 (1,640 ) — — Total definite-lived intangible assets 151,119 (26,445 ) 124,674 10.77 Indefinite-lived intangible assets Land rights (1) 1,478 — 1,478 Total purchased intangible assets $ 152,597 $ (26,445 ) $ 126,152 (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 Customer relationships $ 45,969 $ (7,939 ) $ 38,030 7.34 Trade names 40,302 (2,060 ) 38,242 22.04 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 Definite-Lived Intangible Assets | As of September 30, 2016 , the estimated future aggregate amortization expense of definite-lived intangible assets from the 2016 and 2015 acquisitions was as follows (in thousands): Year Ending December 31, 2016 (remainder of the year) $ 3,345 2017 13,268 2018 12,821 2019 11,145 2020 9,501 Thereafter 45,401 Total $ 95,481 As of September 30, 2016 , the estimated remaining amortization of our definite-lived intangible assets was as follows (in thousands): Year Ending December 31, 2016 (remainder of the year) $ 4,699 2017 18,764 2018 18,289 2019 16,213 2020 13,150 Thereafter 53,559 Total $ 124,674 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Our accrued liabilities were as follows (in thousands): September 30, 2016 December 31, 2015 (Restated) Accrued materials $ 19,736 $ 22,428 Accrued insurance reserves 15,397 15,341 Accrued compensation and benefits 14,240 15,024 Deferred consideration 11,870 4,774 Accrued property, sales and other taxes 11,549 14,916 Accrued interest 8,167 1,500 Contingent consideration, current portion 3,195 2,635 Deferred rent 2,023 1,838 Other 6,590 7,398 Total accrued liabilities $ 92,767 $ 85,854 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Summary of Debt and Capital Leases | A summary of our debt and capital leases was as follows (in thousands): September 30, 2016 December 31, 2015 Senior unsecured notes due 2024 $ 400,000 $ — Senior secured notes due 2018 — 200,000 Senior secured credit facility — 45,000 Capital leases 39,258 16,555 Other financing 22,019 20,194 Debt issuance costs (8,787 ) (6,149 ) Total debt 452,490 275,600 Less: current maturities (16,391 ) (9,386 ) Long-term debt, net of current maturities $ 436,099 $ 266,214 |
DERIVATIVES (Tables)
DERIVATIVES (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2016 and December 31, 2015 (in thousands): Fair Value Derivative Instruments Not Designated As Hedging Instruments Under ASC 815 Balance Sheet Location September 30, 2016 December 31, 2015 Warrants Derivative liabilities $ 31,275 $ 67,401 |
Effect of Derivative Instruments on Condensed Consolidated Statements of Operations | The following table presents the effect of derivative instruments on our condensed consolidated statements of operations for the three and nine months ended September 30, 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 Gain (Loss) Recognized September 30, 2016 September 30, 2015 Warrants Derivative gain (loss) $ 21,772 $ (26,854 ) Nine Months Ended Derivative Instruments Not Designated As Location of Gain (Loss) Recognized September 30, 2016 September 30, 2015 Warrants Derivative gain (loss) $ 6,430 $ (46,401 ) |
Volume Position of Derivative Instruments | The table below presents our volume positions as of September 30, 2016 and December 31, 2015 (in thousands): Number of Shares Derivative Instruments Not Designated As Hedging Instruments Under ASC 815 September 30, 2016 December 31, 2015 Warrants 1,402 2,361 |
FAIR VALUE DISCLOSURES (Tables)
FAIR VALUE DISCLOSURES (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2016 and December 31, 2015 (in thousands): September 30, 2016 Total Level 1 Level 2 Level 3 Derivative – Warrants $ 31,275 $ — $ 31,275 $ — Contingent consideration, including current portion (1) (2) (3) (4) (5) (6) 29,312 — — 29,312 $ 60,587 $ — $ 31,275 $ 29,312 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 ("Bode Earn-out"). 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 September 30, 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 ("Mobile-Crete Earn-out"). 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 September 30, 2016 and December 31, 2015 . The fair value of the Mobile-Crete Earn-out was less than $0.1 million as of both September 30, 2016 and December 31, 2015 . The Mobile-Crete Earn-out payments were capped at $1.5 million as of both September 30, 2016 and December 31, 2015 . (4) Includes the fair value of the earn-out payments associated with the 2015 acquisition of Right Away (the "Right Away Earn-out"). 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 and 7.00% and 8.50% as of September 30, 2016 and December 31, 2015 , respectively. The fair value of the Right Away Earn-out was $4.0 million and $4.7 million as of September 30, 2016 and December 31, 2015 , respectively. The remaining Right Away Earn-out payments were capped at $5.0 million and $6.0 million as of September 30, 2016 and December 31, 2015 , respectively. (5) Includes the fair value of the contingent consideration associated with the 2015 acquisition of Ferrara Bros. ("Ferrara Bros. Contingent Consideration"). 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 September 30, 2016 and December 31, 2015 , respectively. The fair value of the Ferrara Bros. Contingent Consideration was $23.1 million and $21.2 million as of September 30, 2016 and December 31, 2015 , respectively. The Ferrara Bros. Contingent Consideration payments were capped at $35.0 million as of both September 30, 2016 and December 31, 2015 . (6) Includes the fair value of the earn-out payments associated with the 2015 acquisition of DuBrook ("DuBrook Earn-out"). 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 September 30, 2016 and December 31, 2015 . The fair value of the DuBrook Earn-out was $0.7 million as of both September 30, 2016 and December 31, 2015 . The Dubrook Earn-out payments are not capped; however, we do not expect total payments to be in excess of $0.7 million and $1.0 million as of September 30, 2016 and December 31, 2015, respectively. |
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 September 30, 2016 is provided below (in thousands): Contingent Consideration Balance at December 31, 2015 $ 30,119 Acquisitions (1) 15 Total losses included in earnings (2) 2,325 Payment on contingent consideration (3,147 ) Balance at September 30, 2016 $ 29,312 (1) Represents the fair value of the contingent consideration associated with one of the 2015 Other Acquisitions. (2) Represents the net loss on revaluation of contingent consideration, which is included in loss (gain) on revaluation of contingent consideration in our condensed consolidated statements of operations. |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Information Regarding Common Stock | The following table presents information regarding our common stock (in thousands): September 30, 2016 December 31, 2015 Shares authorized 100,000 100,000 Shares outstanding at end of period 15,694 14,871 Shares held in treasury 887 842 |
NET EARNINGS (LOSS) PER SHARE (
NET EARNINGS (LOSS) PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Reconciliation of Components of Basic and Diluted Earnings Per Share Calculations | The following is a reconciliation of the components of the basic and diluted earnings (loss) per share calculations for the three and nine months ended September 30, 2016 and 2015 (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Numerator: Income from continuing operations $ 38,122 $ 1,713 $ 24,970 $ 1,229 Loss from discontinued operations, net of taxes (166 ) (94 ) (518 ) (391 ) Numerator for diluted earnings per share $ 37,956 $ 1,619 $ 24,452 $ 838 Denominator: Basic weighted average common shares outstanding 15,222 14,223 14,978 13,946 Restricted stock and restricted stock units 67 150 84 193 Warrants 939 1,434 1,111 1,098 Stock options 12 15 13 14 Denominator for diluted earnings per share 16,240 15,822 16,186 15,251 |
Potentially Dilutive Shares Excluded From 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 had not met their performance target: Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016 Potentially dilutive shares: Unvested restricted stock and restricted stock units 35 35 Total potentially dilutive shares 35 35 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Revenue: Ready-mixed concrete Sales to external customers $ 297,858 $ 264,428 $ 770,479 $ 638,491 Aggregate products Sales to external customers 12,289 10,970 30,756 25,063 Intersegment sales 9,839 7,990 25,641 18,436 Total aggregate products 22,128 18,960 56,397 43,499 Total reportable segment revenue 319,986 283,388 826,876 681,990 Other products and eliminations 8,602 11,723 22,507 29,154 Total revenue $ 328,588 $ 295,111 $ 849,383 $ 711,144 Reportable Segment Adjusted EBITDA: Ready-mixed concrete $ 51,394 $ 46,042 $ 111,809 $ 100,262 Aggregate products 7,005 6,403 15,080 10,372 Total reportable segment Adjusted EBITDA $ 58,399 $ 52,445 $ 126,889 $ 110,634 Reconciliation of Total Reportable Segment Adjusted EBITDA to Income (Loss) From Continuing Operations: Total reportable segment Adjusted EBITDA $ 58,399 $ 52,445 $ 126,889 $ 110,634 Other products and eliminations from operations 2,472 2,821 6,704 5,708 Corporate overhead (10,628 ) (10,619 ) (31,150 ) (29,519 ) Depreciation, depletion and amortization for reportable segments (13,036 ) (11,442 ) (35,630 ) (27,665 ) Interest expense, net (7,635 ) (5,446 ) (19,933 ) (15,966 ) Corporate loss on early extinguishment of debt — — (12,003 ) — Corporate derivative income (loss) 21,772 (26,854 ) 6,430 (46,401 ) (Loss) gain on revaluation of contingent consideration for reportable segments (714 ) 723 (2,325 ) 1,387 Corporate, other products and eliminations other income, net 69 63 305 246 Income (loss) from continuing operations before income taxes 50,699 1,691 39,287 (1,576 ) Income tax expense (benefit) 12,577 (22 ) 14,317 (2,805 ) Income from continuing operations $ 38,122 $ 1,713 $ 24,970 $ 1,229 Capital Expenditures: Ready-mixed concrete $ 5,807 $ 2,733 $ 17,978 $ 6,606 Aggregate products 1,676 764 9,689 3,124 Other products and corporate 625 1,842 3,374 3,033 Total capital expenditures $ 8,108 $ 5,339 $ 31,041 $ 12,763 Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Revenue By Product: Ready-mixed concrete $ 297,858 $ 264,428 $ 770,479 $ 638,491 Aggregate products 12,289 10,970 30,756 25,063 Aggregates distribution 7,381 7,985 18,662 18,338 Building materials 5,577 4,869 14,823 13,359 Lime 3,479 3,585 7,828 6,916 Hauling 1,320 1,910 4,301 4,039 Other 684 1,364 2,534 4,938 Total revenue $ 328,588 $ 295,111 $ 849,383 $ 711,144 As of September 30, 2016 As of December 31, 2015 Identifiable Property, Plant And Equipment Assets: Ready-mixed concrete $ 230,396 $ 166,837 Aggregate products 87,177 65,937 Other products and corporate 22,178 15,349 Total identifiable assets $ 339,751 $ 248,123 |
SUPPLEMENTAL CONDENSED CONSOL36
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Condensed Consolidating Balance Sheet | U.S. CONCRETE, INC. AND SUBSIDARIES CONDENSED CONSOLIDATING BALANCE SHEET SEPTEMBER 30, 2016 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 65,423 $ 597 $ — $ 66,020 Trade accounts receivable, net — 207,167 553 — 207,720 Inventories — 39,485 2,726 — 42,211 Prepaid expenses — 6,076 40 — 6,116 Other receivables 1,200 6,060 65 — 7,325 Other current assets 36,599 2,360 5 (36,599 ) 2,365 Total current assets 37,799 326,571 3,986 (36,599 ) 331,757 Property, plant and equipment, net — 317,177 22,574 — 339,751 Goodwill — 138,671 3,116 — 141,787 Intangible assets, net — 120,436 5,716 — 126,152 Deferred income taxes — — 201 (201 ) — Investment in subsidiaries 344,851 — — (344,851 ) — Intercompany receivables 254,944 — — (254,944 ) — Other assets — 2,730 47 — 2,777 Total assets $ 637,594 $ 905,585 $ 35,640 $ (636,595 ) $ 942,224 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 60 $ 115,640 $ 1,298 $ — $ 116,998 Accrued liabilities 7,886 120,569 911 (36,599 ) 92,767 Current maturities of long-term debt — 16,391 — — 16,391 Derivative liabilities 31,275 — — — 31,275 Total current liabilities 39,221 252,600 2,209 (36,599 ) 257,431 Long-term debt, net of current maturities 390,947 45,152 — — 436,099 Other long-term obligations and deferred credits 4,969 35,149 396 — 40,514 Deferred income taxes — 5,922 — (201 ) 5,721 Intercompany payables — 248,163 6,780 (254,943 ) — Total liabilities 435,137 586,986 9,385 (291,743 ) 739,765 Total equity 202,457 318,599 26,255 (344,852 ) 202,459 Total liabilities and equity $ 637,594 $ 905,585 $ 35,640 $ (636,595 ) $ 942,224 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 THREE MONTHS ENDED SEPTEMBER 30, 2016 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated Revenue $ — $ 323,406 $ 5,182 $ — $ 328,588 Cost of goods sold before depreciation, depletion and amortization — 249,185 4,292 — 253,477 Selling, general and administrative expenses — 24,438 666 — 25,104 Depreciation, depletion and amortization — 13,529 610 — 14,139 Loss on revaluation of contingent consideration 131 583 — — 714 Gain on sale of assets — (1,003 ) — — (1,003 ) (Loss) income from operations (131 ) 36,674 (386 ) — 36,157 Interest expense, net (7,105 ) (526 ) (4 ) — (7,635 ) Derivative gain 21,772 — — — 21,772 Other income, net — 333 72 — 405 Income (loss) from continuing operations before income taxes and equity in earnings of subsidiaries 14,536 36,481 (318 ) — 50,699 Income tax (benefit) expense (3,219 ) 16,869 (1,073 ) — 12,577 Income (loss) from continuing operations, net of taxes and before equity in earnings of subsidiaries 17,755 19,612 755 — 38,122 Loss from discontinued operations, net of taxes and before equity in earnings of subsidiaries — (166 ) — — (166 ) Income (loss), net of taxes and before equity in earnings of subsidiaries 17,755 19,446 755 — 37,956 Equity in earnings of subsidiaries 20,201 — — (20,201 ) — Net income (loss) $ 37,956 $ 19,446 $ 755 $ (20,201 ) $ 37,956 U.S. CONCRETE, INC. AND SUBSIDARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS NINE MONTHS ENDED SEPTEMBER 30, 2016 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated Revenue $ — $ 833,589 $ 15,794 $ — $ 849,383 Cost of goods sold before depreciation, depletion and amortization — 660,889 13,562 — 674,451 Selling, general and administrative expenses — 69,760 1,687 — 71,447 Depreciation, depletion and amortization — 36,709 2,086 — 38,795 Loss on revaluation of contingent consideration 315 2,010 — — 2,325 Gain on sale of assets — (1,016 ) — — (1,016 ) (Loss) income from operations (315 ) 65,237 (1,541 ) — 63,381 Interest expense, net (18,729 ) (1,192 ) (12 ) — (19,933 ) Derivative gain 6,430 — — — 6,430 Loss on extinguishment of debt (12,003 ) — — — (12,003 ) Other income, net — 1,357 55 — 1,412 (Loss) income from continuing operations, net of taxes and before income taxes and equity in earnings of subsidiaries (24,617 ) 65,402 (1,498 ) — 39,287 Income tax (benefit) expense (12,447 ) 28,449 (1,685 ) — 14,317 (Loss) income from continuing operations, net of taxes and before equity in earnings of subsidiaries (12,170 ) 36,953 187 — 24,970 Loss from discontinued operations, net of taxes and before equity in earnings of subsidiaries — (518 ) — — (518 ) (Loss) income, net of taxes and before equity in earnings of subsidiaries (12,170 ) 36,435 187 — 24,452 Equity in earnings of subsidiaries 36,622 — — (36,622 ) — Net income (loss) $ 24,452 $ 36,435 $ 187 $ (36,622 ) $ 24,452 |
Condensed Consolidating Statement of Cash Flows | U.S. CONCRETE, INC. AND SUBSIDARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS NINE MONTHS ENDED SEPTEMBER 30, 2016 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations U.S. Concrete Consolidated Net cash (used in) provided by operating activities $ (7,902 ) $ 94,789 $ 1,618 $ — $ 88,505 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment — (28,780 ) (2,261 ) — (31,041 ) Payments for acquisitions, net of cash acquired — (124,481 ) — — (124,481 ) Proceeds from disposals of property, plant and equipment — 1,920 — — 1,920 Proceeds from disposals of businesses — 375 — — 375 Investment in subsidiaries (300 ) — — 300 — Net cash (used in) provided by investing activities (300 ) (150,966 ) (2,261 ) 300 (153,227 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from revolver borrowings 128,904 — — — 128,904 Repayments of revolver borrowings (173,904 ) — — — (173,904 ) Proceeds from issuance of debt 400,000 — — — 400,000 Repayments of debt (200,000 ) — — — (200,000 ) Premium paid on early retirement of debt (8,500 ) — — — (8,500 ) Proceeds from exercise of stock options and warrants 166 — — — 166 Payments of other long-term obligations (657 ) (3,486 ) — — (4,143 ) Payments for other financing — (8,880 ) — — (8,880 ) Debt issuance costs (7,786 ) — — — (7,786 ) Excess tax benefits from stock-based compensation 3,785 — — — 3,785 Other treasury share purchases (2,825 ) — — — (2,825 ) Intercompany funding (130,981 ) 130,113 1,168 (300 ) — Net cash provided by (used in) financing activities 8,202 117,747 1,168 (300 ) 126,817 NET INCREASE IN CASH AND CASH EQUIVALENTS — 61,570 525 — 62,095 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD — 3,854 71 — 3,925 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ — $ 65,424 $ 596 $ — $ 66,020 |
RECENT ACCOUNTING PRONOUNCEME37
RECENT ACCOUNTING PRONOUNCEMENTS AND SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Unamortized debt issuance costs - increase (decrease) | $ 8,787 | $ 6,149 |
Accounting Standards Update 2015-03 | Other assets | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Unamortized debt issuance costs - increase (decrease) | (6,100) | |
Accounting Standards Update 2015-03 | Long-term debt | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Unamortized debt issuance costs - increase (decrease) | $ 6,100 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) | Aug. 22, 2016USD ($)mixer_truckprocessing_facilityshares | Aug. 10, 2016USD ($)mixer_truckprocessing_facility | Jun. 24, 2016USD ($)mixer_truckprocessing_facility | Feb. 26, 2016USD ($)mixer_truckprocessing_facility | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 13, 2016operation | Sep. 30, 2016USD ($)businessshares | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($)processing_facilitybusiness | Nov. 18, 2015USD ($) | Sep. 24, 2015USD ($)a |
Business Acquisition [Line Items] | ||||||||||||
Credits applied against existing accounts receivable | $ 1,000,000 | $ 0 | ||||||||||
Intangible assets acquired, weighted average amortization period | 10 years 9 months 7 days | 13 years 25 days | ||||||||||
Intangible assets amortization expense | $ 4,200,000 | $ 4,100,000 | $ 11,100,000 | 7,500,000 | ||||||||
Revenue of acquiree following acquisition date | 86,900,000 | 45,200,000 | 186,300,000 | 81,500,000 | ||||||||
Income (loss) from operations of acquiree following acquisition date | 9,400,000 | $ 3,600,000 | $ 8,900,000 | $ 6,800,000 | ||||||||
Number of acquired companies for which financial information was available and are included in pro forma information | business | 11 | |||||||||||
Texas | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of acquisitions | operation | 2 | |||||||||||
Line of Credit | Revolving Credit Facility | Senior secured credit facility | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Borrowing capacity under credit agreements | $ 250,000,000 | |||||||||||
Greco Brothers Concrete of L.I., Inc. | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash paid for acquisition | $ 16,600,000 | |||||||||||
Credits applied against existing accounts receivable | $ 1,000,000 | |||||||||||
Number of plants acquired | processing_facility | 2 | |||||||||||
Number of mixer trucks acquired | mixer_truck | 37 | |||||||||||
Acquired intangible assets | $ 3,338,000 | |||||||||||
Nycon Supply Corp. | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash paid for acquisition | $ 27,100,000 | |||||||||||
Number of plants acquired | processing_facility | 2 | |||||||||||
Number of mixer trucks acquired | mixer_truck | 38 | |||||||||||
Deferred payments | $ 3,100,000 | |||||||||||
Consideration - liabilities incurred, term of payment | 3 years | |||||||||||
Plus (less) working capital/purchase adjustments | $ 5,800,000 | |||||||||||
Acquired intangible assets | $ 6,898,000 | |||||||||||
Jenna Concrete Corp. | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash paid for acquisition | $ 27,900,000 | |||||||||||
Number of plants acquired | processing_facility | 2 | |||||||||||
Number of mixer trucks acquired | mixer_truck | 52 | |||||||||||
Deferred payments | $ 3,100,000 | |||||||||||
Consideration - liabilities incurred, term of payment | 3 years | |||||||||||
Acquired intangible assets | $ 7,400,000 | |||||||||||
Kings Ready Mix | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash paid for acquisition | $ 49,900,000 | |||||||||||
Number of plants acquired | processing_facility | 4 | |||||||||||
Number of mixer trucks acquired | mixer_truck | 62 | |||||||||||
Number of shares issued for payment on acquisition | shares | 136,215 | 136,215 | ||||||||||
Value of shares issued for payment on acquisition | $ 7,500,000 | |||||||||||
Acquired intangible assets | $ 15,600,000 | |||||||||||
2015 Acquisitions | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquired intangible assets | 108,300,000 | $ 108,300,000 | ||||||||||
Intangible assets amortization expense | 2,800,000 | 6,900,000 | ||||||||||
2015 Acquisitions | Restatement Adjustment | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Intangible assets amortization expense | 200,000 | $ 200,000 | ||||||||||
2015 Acquisitions | Minimum | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Intangible assets acquired, useful life | 1 year | |||||||||||
2015 Acquisitions | Maximum | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Intangible assets acquired, useful life | 25 years | |||||||||||
Wantage Stone | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquired intangible assets | $ 0 | |||||||||||
Wantage Stone | Land | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Area of property and rights acquired (in acres) | a | 80 | |||||||||||
Wantage Stone | Mining Properties and Mineral Rights | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Area of property and rights acquired (in acres) | a | 77 | |||||||||||
All Other | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of plants acquired | processing_facility | 1 | |||||||||||
Number of acquisitions | business | 2 | |||||||||||
Number of locations where plants acquired | processing_facility | 2 | |||||||||||
Acquired intangible assets | $ 2,792,000 | |||||||||||
Number of businesses acquired, excluded from proforma results | business | 1 | |||||||||||
All Other | Aggregates | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of acquisitions | business | 1 | |||||||||||
Leases, Acquired-in-Place, Market Adjustment | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Unfavorable lease intangibles, gross | 800,000 | $ 800,000 | ||||||||||
Unfavorable lease intangibles, net | $ 400,000 | $ 400,000 | ||||||||||
Intangible assets acquired, weighted average amortization period | 6 years 4 months | |||||||||||
Leases, Acquired-in-Place, Market Adjustment | Minimum | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Intangible assets acquired, useful life | 4 years 9 months | |||||||||||
Leases, Acquired-in-Place, Market Adjustment | Maximum | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Intangible assets acquired, useful life | 10 years |
ACQUISITIONS - Summary of Consi
ACQUISITIONS - Summary of Consideration for Acquisitions, Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Aug. 22, 2016 | Aug. 10, 2016 | Jun. 24, 2016 | Feb. 26, 2016 | Oct. 27, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Sep. 24, 2015 | May 29, 2015 | May 21, 2015 | Apr. 01, 2015 | Feb. 23, 2015 |
Business Acquisition [Line Items] | |||||||||||||
Goodwill | $ 141,787 | $ 100,204 | |||||||||||
Credits applied against existing accounts receivable | $ 1,000 | $ 0 | |||||||||||
Greco | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Accounts receivable | $ 0 | ||||||||||||
Inventory | 141 | ||||||||||||
Other current assets | 34 | ||||||||||||
Property, plant, and equipment | 13,505 | ||||||||||||
Definite-lived intangible assets | 3,338 | ||||||||||||
Total assets acquired | 17,018 | ||||||||||||
Current liabilities | 4 | ||||||||||||
Other long-term liabilities | 0 | ||||||||||||
Total liabilities assumed | 4 | ||||||||||||
Goodwill | 614 | ||||||||||||
Total consideration | 17,628 | ||||||||||||
Cash paid for acquisition | 16,600 | ||||||||||||
Credits applied against existing accounts receivable | $ 1,000 | ||||||||||||
Nycon | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Accounts receivable | $ 12,314 | ||||||||||||
Inventory | 283 | ||||||||||||
Other current assets | 7 | ||||||||||||
Property, plant, and equipment | 4,534 | ||||||||||||
Definite-lived intangible assets | 6,898 | ||||||||||||
Total assets acquired | 24,036 | ||||||||||||
Current liabilities | 6,716 | ||||||||||||
Other long-term liabilities | 378 | ||||||||||||
Total liabilities assumed | 7,094 | ||||||||||||
Goodwill | 18,529 | ||||||||||||
Total consideration | 35,471 | ||||||||||||
Cash paid for acquisition | 27,100 | ||||||||||||
Fair value of deferred payments due to previous owners | 2,600 | ||||||||||||
Plus (less) working capital/purchase adjustments | $ 5,800 | ||||||||||||
Jenna | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Accounts receivable | $ 0 | ||||||||||||
Inventory | 262 | ||||||||||||
Other current assets | 9 | ||||||||||||
Property, plant, and equipment | 7,775 | ||||||||||||
Definite-lived intangible assets | 7,400 | ||||||||||||
Total assets acquired | 15,446 | ||||||||||||
Current liabilities | 1,319 | ||||||||||||
Other long-term liabilities | 2,437 | ||||||||||||
Total liabilities assumed | 3,756 | ||||||||||||
Goodwill | 18,910 | ||||||||||||
Total consideration | 30,600 | ||||||||||||
Cash paid for acquisition | 27,900 | ||||||||||||
Fair value of deferred payments due to previous owners | $ 2,700 | ||||||||||||
Kings | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Accounts receivable | $ 0 | ||||||||||||
Inventory | 563 | ||||||||||||
Other current assets | 0 | ||||||||||||
Property, plant, and equipment | 10,308 | ||||||||||||
Definite-lived intangible assets | 15,600 | ||||||||||||
Total assets acquired | 26,471 | ||||||||||||
Current liabilities | 0 | ||||||||||||
Other long-term liabilities | 0 | ||||||||||||
Total liabilities assumed | 0 | ||||||||||||
Goodwill | 30,929 | ||||||||||||
Total consideration | 57,400 | ||||||||||||
Cash paid for acquisition | $ 49,900 | ||||||||||||
Number of shares issued for payment on acquisition | 136,215 | 136,215 | |||||||||||
Value of shares issued for payment on acquisition | $ 7,500 | ||||||||||||
Right Away | |||||||||||||
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 | ||||||||||||
Ferrara Bros. | |||||||||||||
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 | ||||||||||||
Number of shares issued for payment on acquisition | 442,000 | ||||||||||||
Colonial | |||||||||||||
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 | 6,003 | ||||||||||||
Long-term deferred income tax | 0 | ||||||||||||
Other long-term liabilities | 0 | ||||||||||||
Total liabilities assumed | 6,003 | ||||||||||||
Goodwill | 4,384 | ||||||||||||
Total consideration | $ 15,196 | ||||||||||||
DuBrook | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cash | $ 0 | ||||||||||||
Accounts receivable | 1,218 | ||||||||||||
Inventory | 349 | ||||||||||||
Other current assets | 0 | ||||||||||||
Property, plant, and equipment | 2,394 | ||||||||||||
Definite-lived intangible assets | 4,473 | ||||||||||||
Other long-term assets | 0 | ||||||||||||
Total assets acquired | 8,434 | ||||||||||||
Current liabilities | 910 | ||||||||||||
Long-term deferred income tax | 0 | ||||||||||||
Other long-term liabilities | 59 | ||||||||||||
Total liabilities assumed | 969 | ||||||||||||
Goodwill | 4,092 | ||||||||||||
Total consideration | $ 11,557 | ||||||||||||
Wantage | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cash | $ 0 | ||||||||||||
Accounts receivable | 0 | ||||||||||||
Inventory | 0 | ||||||||||||
Other current assets | 0 | ||||||||||||
Property, plant, and equipment | 17,384 | ||||||||||||
Definite-lived intangible assets | 0 | ||||||||||||
Other long-term assets | 0 | ||||||||||||
Total assets acquired | 17,384 | ||||||||||||
Current liabilities | 0 | ||||||||||||
Long-term deferred income tax | 0 | ||||||||||||
Other long-term liabilities | 0 | ||||||||||||
Total liabilities assumed | 0 | ||||||||||||
Goodwill | 611 | ||||||||||||
Total consideration | $ 17,995 | ||||||||||||
Heavy | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cash | $ 152 | ||||||||||||
Accounts receivable | 1,473 | ||||||||||||
Inventory | 1,223 | ||||||||||||
Other current assets | 92 | ||||||||||||
Property, plant, and equipment | 21,035 | ||||||||||||
Definite-lived intangible assets | 5,238 | ||||||||||||
Other long-term assets | 47 | ||||||||||||
Total assets acquired | 29,260 | ||||||||||||
Current liabilities | 3,230 | ||||||||||||
Long-term deferred income tax | 0 | ||||||||||||
Other long-term liabilities | 841 | ||||||||||||
Total liabilities assumed | 4,071 | ||||||||||||
Goodwill | 263 | ||||||||||||
Total consideration | 25,452 | ||||||||||||
Fair value of deferred payments due to previous owners | 4,800 | ||||||||||||
Accounts receivable, gross contractual amount | 4,300 | ||||||||||||
Accounts receivable, amount not expected to be collected | 2,800 | ||||||||||||
Purchase consideration | 21,900 | ||||||||||||
Estimated fair value of working capital true up | $ 1,200 | ||||||||||||
All Other | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cash | 0 | ||||||||||||
Accounts receivable | 0 | ||||||||||||
Inventory | 754 | ||||||||||||
Other current assets | 0 | ||||||||||||
Property, plant, and equipment | 6,835 | ||||||||||||
Definite-lived intangible assets | 2,792 | ||||||||||||
Other long-term assets | 0 | ||||||||||||
Total assets acquired | 10,381 | ||||||||||||
Current liabilities | 91 | ||||||||||||
Long-term deferred income tax | 0 | ||||||||||||
Other long-term liabilities | 15 | ||||||||||||
Total liabilities assumed | 106 | ||||||||||||
Goodwill | 3,474 | ||||||||||||
Total consideration | $ 13,749 |
ACQUISITIONS - Major Classes of
ACQUISITIONS - Major Classes of Intangible Assets Acquired (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period | 10 years 9 months 7 days | 13 years 25 days |
Customer relationships | ||
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period | 6 years 5 months 23 days | 7 years 4 months 2 days |
Trade names | ||
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period | 19 years 10 months 24 days | 22 years 14 days |
Non-compete agreements | ||
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period | 3 years 11 months 26 days | 3 years 10 months 13 days |
Leasehold interests | ||
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period | 8 years 6 months 18 days | 10 years 5 months 26 days |
Favorable contract | ||
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period | 1 year 11 months 1 day | 2 years 8 months 1 day |
Backlog | ||
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period | 3 months | |
2015 and 2016 Acquisitions | ||
Business Acquisition [Line Items] | ||
Fair Value At Acquisition Date | $ 108,325 | |
2015 and 2016 Acquisitions | Customer relationships | ||
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period | 7 years 3 months 4 days | |
Fair Value At Acquisition Date | $ 47,739 | |
2015 and 2016 Acquisitions | Trade names | ||
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period | 22 years 2 months 26 days | |
Fair Value At Acquisition Date | $ 40,709 | |
2015 and 2016 Acquisitions | Non-compete agreements | ||
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period | 5 years 4 months 6 days | |
Fair Value At Acquisition Date | $ 8,244 | |
2015 and 2016 Acquisitions | Leasehold interests | ||
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period | 9 years 11 months 12 days | |
Fair Value At Acquisition Date | $ 6,343 | |
2015 and 2016 Acquisitions | Favorable contract | ||
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period | 3 years 6 months | |
Fair Value At Acquisition Date | $ 3,650 | |
2015 and 2016 Acquisitions | Backlog | ||
Business Acquisition [Line Items] | ||
Weighted Average Amortization Period | 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 | Sep. 30, 2016 | Dec. 31, 2015 |
Year Ending December 31, | ||
2016 (remainder of the year) | $ 4,699 | |
2,017 | 18,764 | |
2,018 | 18,289 | |
2,019 | 16,213 | |
2,020 | 13,150 | |
Thereafter | 53,559 | |
Definite-lived intangible assets, Net | 124,674 | $ 94,276 |
2015 and 2016 Acquisitions | ||
Year Ending December 31, | ||
2016 (remainder of the year) | 3,345 | |
2,017 | 13,268 | |
2,018 | 12,821 | |
2,019 | 11,145 | |
2,020 | 9,501 | |
Thereafter | 45,401 | |
Definite-lived intangible assets, Net | $ 95,481 |
ACQUISITIONS - Pro Forma Inform
ACQUISITIONS - Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Business Combinations [Abstract] | ||||
Revenue from continuing operations | $ 338,522 | $ 342,472 | $ 940,135 | $ 883,170 |
Net income | $ 26,419 | $ 4,046 | $ 24,539 | $ 2,295 |
Income per share, basic (in dollars per share) | $ 1.74 | $ 0.28 | $ 1.64 | $ 0.16 |
Income per share, diluted (in dollars per share) | $ 1.63 | $ 0.26 | $ 1.52 | $ 0.15 |
ACQUISITIONS - Adjustments Refl
ACQUISITIONS - Adjustments Reflected in Pro Forma Net Income (Loss) and Net Income (Loss) Per Share Amounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Net adjustments | $ 37,956 | $ 1,619 | $ 24,452 | $ 838 |
Increase in intangible amortization expense | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Net adjustments | 791 | 566 | 3,790 | 6,529 |
Decrease in depreciation expense | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Net adjustments | 0 | 0 | 0 | (231) |
Exclusion of buyer transaction costs | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Net adjustments | 785 | 884 | 1,777 | 2,281 |
Exclusion of seller transaction costs | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Net adjustments | 0 | 0 | 0 | 46 |
Exclusion of pension expense for pension plan not acquired | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Net adjustments | 0 | 0 | 0 | 212 |
Exclusion of segment results for segment not acquired | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Net adjustments | 0 | 0 | 0 | (99) |
Increase in interest expense | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Net adjustments | 9 | 133 | 193 | 634 |
Increase in income tax expense | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Net adjustments | 12,161 | 1,479 | 9,500 | 3,498 |
Net adjustments | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Net adjustments | $ 13,746 | $ 3,062 | $ 15,260 | $ 12,870 |
DISCONTINUED OPERATIONS - Narra
DISCONTINUED OPERATIONS - Narrative (Details) $ in Millions | 1 Months Ended | 9 Months Ended | |
Jun. 30, 2015USD ($)business | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Net cash used in operating activities, discontinued operations | $ 0.4 | $ 0.2 | |
Net cash provided by investing activities, discontinued operations | 0.4 | 0.2 | |
Discontinued Operations, Held-for-sale or Disposed of by Sale | Precast Concrete Operations in Pennsylvania | |||
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 fixed assets and inventory, cash portion | $ 0.3 | ||
Proceeds from sale of fixed assets and inventory, promissory note | 1.2 | ||
Proceeds from sale of fixed assets and inventory, promissory note, discount | $ 0.1 | ||
Pre-tax loss on transaction | $ 0.1 | ||
Payments received, promissory note | $ 0.4 |
DISCONTINUED OPERATIONS - Resul
DISCONTINUED OPERATIONS - Results of Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Income tax benefit | $ (100) | $ (100) | $ (300) | $ (100) |
Precast Concrete Operations in Pennsylvania | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenue | 48 | 0 | 48 | 5,523 |
Operating expenses excluding depreciation, depletion and amortization | 316 | 96 | 887 | 5,825 |
Loss from discontinued operations | (268) | (96) | (839) | (302) |
Loss on sale of assets | 0 | 0 | 0 | 92 |
Loss from discontinued operations, before income taxes | (268) | (96) | (839) | (394) |
Income tax benefit | (102) | (2) | (321) | (3) |
Loss from discontinued operations, net of taxes | $ (166) | $ (94) | $ (518) | $ (391) |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 38,818 | $ 33,792 |
Building materials for resale | 2,117 | 1,736 |
Other | 1,276 | 1,198 |
Total inventories | $ 42,211 | $ 36,726 |
GOODWILL AND OTHER INTANGIBLE47
GOODWILL AND OTHER INTANGIBLES - Changes in Goodwill by Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 100,204 | |
2016 acquisitions | 71,186 | |
Measurement period adjustments, for prior business combinations | (29,603) | |
Ending balance | $ 141,787 | 141,787 |
Ready-Mixed Concrete Segment | ||
Goodwill [Roll Forward] | ||
Beginning balance | 82,958 | |
2016 acquisitions | 71,186 | |
Measurement period adjustments, for prior business combinations | (16,976) | |
Ending balance | 137,168 | 137,168 |
Aggregate Products Segment | ||
Goodwill [Roll Forward] | ||
Beginning balance | 13,984 | |
2016 acquisitions | 0 | |
Measurement period adjustments, for prior business combinations | (12,627) | |
Ending balance | 1,357 | 1,357 |
Other Non-Reportable Segments | ||
Goodwill [Roll Forward] | ||
Beginning balance | 3,262 | |
2016 acquisitions | 0 | |
Measurement period adjustments, for prior business combinations | 0 | |
Ending balance | 3,262 | 3,262 |
Greco and Nycon | ||
Goodwill [Roll Forward] | ||
Measurement period adjustments - property, plant and equipment | 4,500 | |
Measurement period adjustments - definite-lived intangible assets | $ 10,200 | |
Wantage, Heavy and the 2015 Other Acquisitions | ||
Goodwill [Roll Forward] | ||
Measurement period adjustments - property, plant and equipment | 21,300 | |
Measurement period adjustments - definite-lived intangible assets | 8,000 | |
Measurement period adjustments - unfavorable lease intangibles | $ (800) |
GOODWILL AND OTHER INTANGIBLE48
GOODWILL AND OTHER INTANGIBLES - Schedule of Purchased Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 151,119 | $ 109,253 |
Accumulated Amortization | (26,445) | (14,977) |
Definite-lived intangible assets, Net | $ 124,674 | $ 94,276 |
Weighted Average Remaining Life | 10 years 9 months 7 days | 13 years 25 days |
Total purchased intangible assets, Gross | $ 152,597 | $ 110,731 |
Total purchased intangible assets, Accumulated Amortization | (26,445) | (14,977) |
Total purchased intangible assets, Net | 126,152 | 95,754 |
Land rights | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 1,478 | 1,478 |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 73,794 | 45,969 |
Accumulated Amortization | (13,665) | (7,939) |
Definite-lived intangible assets, Net | $ 60,129 | $ 38,030 |
Weighted Average Remaining Life | 6 years 5 months 23 days | 7 years 4 months 2 days |
Total purchased intangible assets, Accumulated Amortization | $ (13,665) | $ (7,939) |
Trade names | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 45,439 | 40,302 |
Accumulated Amortization | (3,906) | (2,060) |
Definite-lived intangible assets, Net | $ 41,533 | $ 38,242 |
Weighted Average Remaining Life | 19 years 10 months 24 days | 22 years 14 days |
Total purchased intangible assets, Accumulated Amortization | $ (3,906) | $ (2,060) |
Non-competes | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 16,871 | 10,167 |
Accumulated Amortization | (4,358) | (2,211) |
Definite-lived intangible assets, Net | $ 12,513 | $ 7,956 |
Weighted Average Remaining Life | 3 years 11 months 26 days | 3 years 10 months 13 days |
Total purchased intangible assets, Accumulated Amortization | $ (4,358) | $ (2,211) |
Leasehold interests | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 9,725 | 7,525 |
Accumulated Amortization | (1,225) | (668) |
Definite-lived intangible assets, Net | $ 8,500 | $ 6,857 |
Weighted Average Remaining Life | 8 years 6 months 18 days | 10 years 5 months 26 days |
Total purchased intangible assets, Accumulated Amortization | $ (1,225) | $ (668) |
Favorable contract | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 3,650 | 3,650 |
Accumulated Amortization | (1,651) | (869) |
Definite-lived intangible assets, Net | $ 1,999 | $ 2,781 |
Weighted Average Remaining Life | 1 year 11 months 1 day | 2 years 8 months 1 day |
Total purchased intangible assets, Accumulated Amortization | $ (1,651) | $ (869) |
Backlog | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 1,640 | 1,640 |
Accumulated Amortization | (1,640) | (1,230) |
Definite-lived intangible assets, Net | 0 | $ 410 |
Weighted Average Remaining Life | 3 months | |
Total purchased intangible assets, Accumulated Amortization | $ (1,640) | $ (1,230) |
GOODWILL AND OTHER INTANGIBLE49
GOODWILL AND OTHER INTANGIBLES - Estimated Remaining Amortization of Definite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2016 (remainder of the year) | $ 4,699 | |
2,017 | 18,764 | |
2,018 | 18,289 | |
2,019 | 16,213 | |
2,020 | 13,150 | |
Thereafter | 53,559 | |
Definite-lived intangible assets, Net | $ 124,674 | $ 94,276 |
GOODWILL AND OTHER INTANGIBLE50
GOODWILL AND OTHER INTANGIBLES - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets acquired, weighted average amortization period | 10 years 9 months 7 days | 13 years 25 days | |||
Amortization expense | $ 4.2 | $ 4.1 | $ 11.1 | $ 7.5 | |
Leases, Acquired-in-Place, Market Adjustment | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Unfavorable lease intangibles, gross | 0.8 | 0.8 | |||
Unfavorable lease intangibles, net | $ 0.4 | $ 0.4 | |||
Intangible assets acquired, weighted average amortization period | 6 years 4 months |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Accrued materials | $ 19,736 | $ 22,428 |
Accrued insurance reserves | 15,397 | 15,341 |
Accrued compensation and benefits | 14,240 | 15,024 |
Deferred consideration | 11,870 | 4,774 |
Accrued property, sales and other taxes | 11,549 | 14,916 |
Accrued interest | 8,167 | 1,500 |
Contingent consideration, current portion | 3,195 | 2,635 |
Deferred rent | 2,023 | 1,838 |
Other | 6,590 | 7,398 |
Total accrued liabilities | $ 92,767 | $ 85,854 |
DEBT - Summary of Debt and Capi
DEBT - Summary of Debt and Capital Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Jun. 07, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | |||
Debt issuance costs | $ (8,787) | $ (6,149) | |
Total debt | 452,490 | 275,600 | |
Less: current maturities | (16,391) | (9,386) | |
Long-term debt, net of current maturities | 436,099 | 266,214 | |
Senior secured credit facility | Senior secured credit facility | |||
Debt Instrument [Line Items] | |||
Long-term debt | 0 | 45,000 | |
Senior unsecured debt | Senior unsecured notes due 2024 | |||
Debt Instrument [Line Items] | |||
Long-term debt | 400,000 | 0 | |
Debt issuance costs | $ (7,700) | ||
Senior secured debt | Senior secured notes due 2018 | |||
Debt Instrument [Line Items] | |||
Long-term debt | 0 | 200,000 | |
Capital leases | |||
Debt Instrument [Line Items] | |||
Capital leases | 39,258 | 16,555 | |
Other financing | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 22,019 | $ 20,194 |
DEBT - Senior Unsecured Notes d
DEBT - Senior Unsecured Notes due 2024 (Narrative) (Details) - USD ($) | Sep. 30, 2016 | Jun. 30, 2016 | Jun. 07, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||||
Deferred financing costs | $ 8,787,000 | $ 6,149,000 | ||
Senior unsecured debt | Senior unsecured notes due 2024 | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 400,000,000 | |||
Stated interest rate | 6.375% | |||
Deferred financing costs | $ 7,700,000 | |||
Senior secured debt | Senior secured notes due 2018 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 8.50% | |||
Debt redeemed | $ 200,000,000 |
DEBT - Senior Secured Notes due
DEBT - Senior Secured Notes due 2018 (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Debt Instrument [Line Items] | |||||
Interest expense paid | $ 11,389,000 | $ 10,098,000 | |||
Loss on extinguishment of debt | $ 0 | $ 0 | 12,003,000 | $ 0 | |
Senior secured debt | Senior secured notes due 2018 | |||||
Debt Instrument [Line Items] | |||||
Debt redeemed | $ 200,000,000 | ||||
Redemption price | 104.25% | ||||
Interest expense paid | $ 700,000 | ||||
Loss on extinguishment of debt | $ 12,000,000 | ||||
Redemption premium | 8,500,000 | ||||
Write off of unamortized deferred financing costs | $ 3,500,000 |
DEBT - Senior Secured Credit Fa
DEBT - Senior Secured Credit Facility (Narrative) (Details) - Line of Credit - Senior Secured Credit Facility Expiring 2018 | Nov. 18, 2015USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2015USD ($) |
Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Borrowing capacity under credit agreements | $ 250,000,000 | ||
Outstanding borrowings | $ 0 | ||
Availability under revolving facility | $ 209,500,000 | $ 131,200,000 | |
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 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, borrowing base attributable to eligible truck and eligible machinery shall not exceed, percent of borrowing base | 30.00% | ||
Fixed charge coverage ratio, minimum required | 100.00% | ||
Fixed charge coverage ratio, measurement period | 12 months | ||
Fixed charge coverage ratio | 2.89 | ||
Discretionary Over-Advances | |||
Line of Credit Facility [Line Items] | |||
Borrowing capacity under credit agreements | $ 25,000,000 | ||
Swingline Loan | |||
Line of Credit Facility [Line Items] | |||
Borrowing capacity under credit agreements | 15,000,000 | ||
Letter of Credit | |||
Line of Credit Facility [Line Items] | |||
Borrowing capacity under credit agreements | $ 30,000,000 | $ 12,700,000 |
DEBT - Capital Lease and Other
DEBT - Capital Lease and Other Financing (Narrative) (Details) | 9 Months Ended | 45 Months Ended | |
Sep. 30, 2016USD ($)note | Sep. 30, 2016USD ($)note | Dec. 31, 2015USD ($) | |
Debt Instrument [Line Items] | |||
Total principal amount of leasing arrangements | $ 47,400,000 | ||
Current maturities of long-term debt | $ 9,500,000 | $ 9,500,000 | $ 4,000,000 |
Other Financings | |||
Debt Instrument [Line Items] | |||
Weighted average interest rate | 3.09% | 3.09% | 3.07% |
Other Financing | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 1,100,000 | $ 1,100,000 | |
Number of promissory notes outstanding | note | 3 | 3 | |
Effective interest rate | 3.75% | 3.75% | |
Other Financing | Minimum | |||
Debt Instrument [Line Items] | |||
Debt instrument term | 3 years | ||
Other Financing | Maximum | |||
Debt Instrument [Line Items] | |||
Debt instrument term | 9 years | ||
Capital Leases | |||
Debt Instrument [Line Items] | |||
Outstanding capital leases | $ 39,258,000 | $ 39,258,000 | $ 16,555,000 |
Capital Leases | Minimum | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 0.01% | 0.01% | |
Debt instrument term | 2 years | ||
Capital Leases | Maximum | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 5.24% | 5.24% | |
Debt instrument term | 5 years | ||
Daimler | Other Financing | Promissory Notes for Drum Mixer Trucks | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 33,900,000 | $ 33,900,000 | |
Daimler | Other Financing | Minimum | Promissory Notes for Drum Mixer Trucks | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 2.50% | 2.50% | |
Debt instrument term | 1 year | ||
Daimler | Other Financing | Maximum | Promissory Notes for Drum Mixer Trucks | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 4.86% | 4.86% | |
Debt instrument term | 5 years |
WARRANTS (Details)
WARRANTS (Details) - Derivative Liability, Current - shares shares in Millions | Sep. 30, 2016 | Aug. 31, 2010 |
Tranche One | Class A Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding (in shares) | 0.8 | 1.5 |
Tranche Two | Class B Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding (in shares) | 0.6 | 1.5 |
DERIVATIVES - Summary of Deriva
DERIVATIVES - Summary of Derivative Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Derivative [Line Items] | ||
Fair value of derivative liabilities | $ 31,275 | $ 67,401 |
Derivative liabilities | Derivative Instruments Not Designated As Hedging Instruments Under ASC 815 | Warrants | ||
Derivative [Line Items] | ||
Fair value of derivative liabilities | $ 31,275 | $ 67,401 |
DERIVATIVES - Effect of Derivat
DERIVATIVES - Effect of Derivative Instruments on Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Derivative [Line Items] | ||||
Derivative gain (loss) | $ 21,772 | $ (26,854) | $ 6,430 | $ (46,401) |
Derivative gain (loss) | Derivative Instruments Not Designated As Hedging Instruments Under ASC 815 | Warrants | ||||
Derivative [Line Items] | ||||
Derivative gain (loss) | $ 21,772 | $ (26,854) | $ 6,430 | $ (46,401) |
DERIVATIVES - Volume Position o
DERIVATIVES - Volume Position of Derivative Instruments (Details) - shares shares in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Derivative Instruments Not Designated As Hedging Instruments Under ASC 815 | Warrants | ||
Derivative [Line Items] | ||
Warrants (in shares) | 1,402 | 2,361 |
FAIR VALUE DISCLOSURES - Fair
FAIR VALUE DISCLOSURES - Fair Value Hierarchy for Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Bode Gravel Co. and Bode Concrete LLC | ||
Derivative [Line Items] | ||
Contingent consideration capped at | $ 1,500,000 | $ 3,500,000 |
Bode Gravel Co. and Bode Concrete LLC | Contingent Consideration | ||
Derivative [Line Items] | ||
Discount rate | 7.00% | 7.00% |
Mobile-Crete | ||
Derivative [Line Items] | ||
Contingent consideration, including current portion | $ 100,000 | $ 100,000 |
Discount rate | 3.50% | 3.50% |
Contingent consideration capped at | $ 1,500,000 | $ 1,500,000 |
Right Away Redy Mix, Inc. | ||
Derivative [Line Items] | ||
Contingent consideration, including current portion | 4,000,000 | 4,700,000 |
Contingent consideration capped at | $ 5,000,000 | $ 6,000,000 |
Right Away Redy Mix, Inc. | Contingent Consideration | ||
Derivative [Line Items] | ||
Discount rate | 7.00% | 8.50% |
Ferrara Bros. Building Materials Corp. | ||
Derivative [Line Items] | ||
Contingent consideration, including current portion | $ 23,100,000 | $ 21,200,000 |
Contingent consideration capped at | $ 35,000,000 | $ 35,000,000 |
Ferrara Bros. Building Materials Corp. | Contingent Consideration | ||
Derivative [Line Items] | ||
Discount rate | 10.50% | 10.53% |
DuBrook Concrete, Inc. | ||
Derivative [Line Items] | ||
Contingent consideration, including current portion | $ 700,000 | $ 700,000 |
Discount rate | 15.75% | 15.75% |
Contingent consideration capped at | $ 700,000 | $ 1,000,000 |
Level 1 | ||
Derivative [Line Items] | ||
Contingent consideration, including current portion | 0 | 0 |
Liabilities, fair value | 0 | 0 |
Level 1 | Derivative – Warrants | ||
Derivative [Line Items] | ||
Derivative – Warrants | 0 | 0 |
Level 2 | ||
Derivative [Line Items] | ||
Contingent consideration, including current portion | 0 | 0 |
Liabilities, fair value | 31,275,000 | 67,401,000 |
Level 2 | Derivative – Warrants | ||
Derivative [Line Items] | ||
Derivative – Warrants | 31,275,000 | 67,401,000 |
Level 3 | ||
Derivative [Line Items] | ||
Contingent consideration, including current portion | 29,312,000 | 30,119,000 |
Liabilities, fair value | 29,312,000 | 30,119,000 |
Level 3 | Derivative – Warrants | ||
Derivative [Line Items] | ||
Derivative – Warrants | 0 | 0 |
Total | ||
Derivative [Line Items] | ||
Contingent consideration, including current portion | 29,312,000 | 30,119,000 |
Liabilities, fair value | 60,587,000 | 97,520,000 |
Total | Derivative – Warrants | ||
Derivative [Line Items] | ||
Derivative – Warrants | $ 31,275,000 | $ 67,401,000 |
Minimum | Contingent Consideration | ||
Derivative [Line Items] | ||
Discount rate | 3.50% | |
Maximum | Contingent Consideration | ||
Derivative [Line Items] | ||
Discount rate | 15.75% |
FAIR VALUE DISCLOSURES - Recon
FAIR VALUE DISCLOSURES - Reconciliation of the Changes in Level 3 Fair Value Measurements (Details) - Contingent Consideration $ in Thousands | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Contingent Consideration | |
Beginning balance | $ 30,119 |
Acquisitions | 15 |
Total losses included in earnings | 2,325 |
Payment on contingent consideration | (3,147) |
Ending balance | $ 29,312 |
FAIR VALUE DISCLOSURES - Narra
FAIR VALUE DISCLOSURES - Narrative (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Minimum | Contingent Consideration | |
Debt Instrument [Line Items] | |
Discount rate | 3.50% |
Maximum | Contingent Consideration | |
Debt Instrument [Line Items] | |
Discount rate | 15.75% |
Senior unsecured debt | Senior unsecured notes due 2024 | |
Debt Instrument [Line Items] | |
Fair value of long-term debt | $ 413 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||||
Total net deferred tax liability | $ 5,721,000 | $ 5,721,000 | $ 0 | ||
Total net deferred tax asset | 0 | 0 | $ 6,026,000 | ||
Income tax payments | 200,000 | $ 200,000 | 2,900,000 | $ 1,000,000 | |
Non-cash derivative gain (loss) | 21,772,000 | (26,854,000) | 6,430,000 | (46,401,000) | |
Tax benefit related to warrants | 2,500,000 | 0 | |||
Unrecognized tax benefit | 4,100,000 | 18,000,000 | |||
Income tax expense (benefit) | 12,577,000 | (22,000) | 14,317,000 | (2,805,000) | |
Tax benefit allocated to discontinued operations | $ 100,000 | $ 100,000 | $ 300,000 | $ 100,000 |
STOCKHOLDERS' EQUITY - Informat
STOCKHOLDERS' EQUITY - Information Regarding Common Stock (Details) - shares shares in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Stockholders' Equity Note [Abstract] | ||
Shares authorized (in shares) | 100,000 | 100,000 |
Shares outstanding at end of period (in shares) | 15,694 | 14,871 |
Shares held in treasury (in shares) | 887 | 842 |
STOCKHOLDERS' EQUITY - Narrativ
STOCKHOLDERS' EQUITY - Narrative (Details) - USD ($) | Aug. 22, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | May 31, 2014 |
Stockholders' Equity Note [Abstract] | |||||
Preferred stock, shares issued | 0 | 0 | |||
Preferred stock, shares outstanding | 0 | 0 | |||
Equity, Class of Treasury Stock [Line Items] | |||||
Number of shares withheld to satisfy tax obligations | 46,000 | 145,000 | |||
Shares withheld to satisfy tax obligations, value | $ 2,800,000 | $ 6,300,000 | |||
Kings | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Number of shares issued for payment on acquisition | 136,215 | 136,215 | |||
Common stock paid on acquisition | $ 7,500,000 | ||||
Ferrara Bros. Building Materials Corp. | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Number of shares issued for payment on acquisition | 442,000 | ||||
Common stock paid on acquisition | $ 15,100,000 | ||||
May 2014 Authorized Program | Common Stock | |||||
Equity, Class of Treasury Stock [Line Items] | |||||
Repurchase of common stock, authorized amount | $ 50,000,000 |
NET EARNINGS (LOSS) PER SHARE -
NET EARNINGS (LOSS) PER SHARE - Reconciliation of Components of Basic and Diluted Earnings Per Share Calculations (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Numerator: | ||||
Income from continuing operations | $ 38,122 | $ 1,713 | $ 24,970 | $ 1,229 |
Loss from discontinued operations, net of taxes | (166) | (94) | (518) | (391) |
Net income | $ 37,956 | $ 1,619 | $ 24,452 | $ 838 |
Denominator: | ||||
Basic weighted average common shares outstanding | 15,222 | 14,223 | 14,978 | 13,946 |
Restricted stock and restricted stock units (in shares) | 67 | 150 | 84 | 193 |
Warrants (in shares) | 939 | 1,434 | 1,111 | 1,098 |
Stock options (in shares) | 12 | 15 | 13 | 14 |
Denominator for diluted earnings per share (in shares) | 16,240 | 15,822 | 16,186 | 15,251 |
NET EARNINGS (LOSS) PER SHARE68
NET EARNINGS (LOSS) PER SHARE - Potentially Dilutive Shares Excluded From Diluted Earnings (Loss) Per Share Calculations (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive shares | 35 | 35 |
Unvested restricted stock and restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive shares | 35 | 35 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Insurance programs | ||
Loss Contingencies [Line Items] | ||
Loss contingency, deductible retentions per occurrence | $ 1 | |
Accrual of estimated losses | 13.5 | $ 12 |
Performance bonds | ||
Loss Contingencies [Line Items] | ||
Contingent liability | $ 30.2 |
SEGMENT INFORMATION - Continuin
SEGMENT INFORMATION - Continuing Operations By Reportable Segment (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)reporting_segment | Sep. 30, 2015USD ($) | |
Segment Reporting [Abstract] | ||||
Number of reportable segments | reporting_segment | 2 | |||
Revenue: | ||||
Total revenue | $ 328,588 | $ 295,111 | $ 849,383 | $ 711,144 |
Reconciliation of Total Reportable Segment Adjusted EBITDA to Income (Loss) From Continuing Operations: | ||||
Other products and eliminations from operations | 36,157 | 33,406 | 63,381 | 59,313 |
Depreciation, depletion and amortization for reportable segments | (14,139) | (12,565) | (38,795) | (31,411) |
Interest expense, net | (7,635) | (5,446) | (19,933) | (15,966) |
Corporate loss on early extinguishment of debt | 0 | 0 | (12,003) | 0 |
Corporate derivative income (loss) | 21,772 | (26,854) | 6,430 | (46,401) |
(Loss) gain on revaluation of contingent consideration for reportable segments | (714) | 723 | (2,325) | 1,387 |
Corporate, other products and eliminations other income, net | 405 | 585 | 1,412 | 1,478 |
Income (loss) from continuing operations before income taxes | 50,699 | 1,691 | 39,287 | (1,576) |
Income tax expense (benefit) | 12,577 | (22) | 14,317 | (2,805) |
Income from continuing operations | 38,122 | 1,713 | 24,970 | 1,229 |
Capital Expenditures: | ||||
Total capital expenditures | 8,108 | 5,339 | 31,041 | 12,763 |
Aggregate products | ||||
Revenue: | ||||
Total revenue | 12,289 | 10,970 | 30,756 | 25,063 |
Reportable segment | ||||
Revenue: | ||||
Total revenue | 319,986 | 283,388 | 826,876 | 681,990 |
Reportable Segment Adjusted EBITDA: | ||||
Total Adjusted EBITDA | 58,399 | 52,445 | 126,889 | 110,634 |
Reconciliation of Total Reportable Segment Adjusted EBITDA to Income (Loss) From Continuing Operations: | ||||
Total Adjusted EBITDA | 58,399 | 52,445 | 126,889 | 110,634 |
Other products and eliminations from operations | 2,472 | 2,821 | 6,704 | 5,708 |
Depreciation, depletion and amortization for reportable segments | (13,036) | (11,442) | (35,630) | (27,665) |
Reportable segment | Ready-mixed concrete | ||||
Revenue: | ||||
Total revenue | 297,858 | 264,428 | 770,479 | 638,491 |
Reportable Segment Adjusted EBITDA: | ||||
Total Adjusted EBITDA | 51,394 | 46,042 | 111,809 | 100,262 |
Reconciliation of Total Reportable Segment Adjusted EBITDA to Income (Loss) From Continuing Operations: | ||||
Total Adjusted EBITDA | 51,394 | 46,042 | 111,809 | 100,262 |
Capital Expenditures: | ||||
Total capital expenditures | 5,807 | 2,733 | 17,978 | 6,606 |
Reportable segment | Aggregate products | ||||
Revenue: | ||||
Total revenue | 22,128 | 18,960 | 56,397 | 43,499 |
Reportable Segment Adjusted EBITDA: | ||||
Total Adjusted EBITDA | 7,005 | 6,403 | 15,080 | 10,372 |
Reconciliation of Total Reportable Segment Adjusted EBITDA to Income (Loss) From Continuing Operations: | ||||
Total Adjusted EBITDA | 7,005 | 6,403 | 15,080 | 10,372 |
Capital Expenditures: | ||||
Total capital expenditures | 1,676 | 764 | 9,689 | 3,124 |
Intersegment sales | Aggregate products | ||||
Revenue: | ||||
Total revenue | 9,839 | 7,990 | 25,641 | 18,436 |
Other products and eliminations | ||||
Revenue: | ||||
Total revenue | 8,602 | 11,723 | 22,507 | 29,154 |
Reconciliation of Total Reportable Segment Adjusted EBITDA to Income (Loss) From Continuing Operations: | ||||
Corporate, other products and eliminations other income, net | 69 | 63 | 305 | 246 |
Capital Expenditures: | ||||
Total capital expenditures | 625 | 1,842 | 3,374 | 3,033 |
Corporate overhead | ||||
Reconciliation of Total Reportable Segment Adjusted EBITDA to Income (Loss) From Continuing Operations: | ||||
Corporate overhead | $ (10,628) | $ (10,619) | $ (31,150) | $ (29,519) |
SEGMENT INFORMATION - Revenue B
SEGMENT INFORMATION - Revenue By Product (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 328,588 | $ 295,111 | $ 849,383 | $ 711,144 |
Ready-mixed concrete | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 297,858 | 264,428 | 770,479 | 638,491 |
Aggregate products | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 12,289 | 10,970 | 30,756 | 25,063 |
Aggregates distribution | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 7,381 | 7,985 | 18,662 | 18,338 |
Building materials | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 5,577 | 4,869 | 14,823 | 13,359 |
Lime | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 3,479 | 3,585 | 7,828 | 6,916 |
Hauling | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 1,320 | 1,910 | 4,301 | 4,039 |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 684 | $ 1,364 | $ 2,534 | $ 4,938 |
SEGMENT INFORMATION - Identifia
SEGMENT INFORMATION - Identifiable Property, Plant And Equipment Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Segment Reporting Information [Line Items] | ||
Total identifiable assets | $ 339,751 | $ 248,123 |
Reportable segment | Ready-mixed concrete | ||
Segment Reporting Information [Line Items] | ||
Total identifiable assets | 230,396 | 166,837 |
Reportable segment | Aggregate products | ||
Segment Reporting Information [Line Items] | ||
Total identifiable assets | 87,177 | 65,937 |
Other products and corporate | ||
Segment Reporting Information [Line Items] | ||
Total identifiable assets | $ 22,178 | $ 15,349 |
SUPPLEMENTAL CONDENSED CONSOL73
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Additional Information (Details) - entity | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | ||
Number of non-guarantor subsidiaries | 0 | 0 |
SUPPLEMENTAL CONDENSED CONSOL74
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Condensed Consolidating Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||||
Cash and cash equivalents | $ 66,020 | $ 3,925 | ||
Trade accounts receivable, net | 207,720 | 171,256 | ||
Inventories | 42,211 | 36,726 | ||
Prepaid expenses | 6,116 | 4,243 | ||
Other receivables | 7,325 | 7,765 | ||
Other current assets | 2,365 | 2,374 | ||
Total current assets | 331,757 | 226,289 | ||
Property, plant and equipment, net | 339,751 | 248,123 | ||
Goodwill | 141,787 | 100,204 | ||
Intangible assets, net | 126,152 | 95,754 | ||
Deferred income taxes | 0 | 6,026 | ||
Investment in subsidiaries | 0 | 0 | ||
Intercompany receivables | 0 | 0 | ||
Other assets | 2,777 | 5,301 | ||
Total assets | 942,224 | 681,697 | ||
Current liabilities: | ||||
Accounts payable | 116,998 | 80,419 | ||
Accrued liabilities | 92,767 | 85,854 | ||
Current maturities of long-term debt | 16,391 | 9,386 | ||
Derivative liabilities | 31,275 | 67,401 | ||
Total current liabilities | 257,431 | 243,060 | ||
Long-term debt, net of current maturities | 436,099 | 266,214 | ||
Other long-term obligations and deferred credits | 40,514 | 38,416 | ||
Deferred income taxes | 5,721 | 0 | ||
Intercompany payables | 0 | 0 | ||
Total liabilities | 739,765 | 547,690 | ||
Total equity | 202,459 | 134,007 | $ 122,803 | $ 101,480 |
Total liabilities and equity | 942,224 | 681,697 | ||
Eliminations and Reclassifications | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | ||
Trade accounts receivable, net | 0 | 0 | ||
Inventories | 0 | 0 | ||
Prepaid expenses | 0 | 0 | ||
Other receivables | 0 | 0 | ||
Other current assets | (36,599) | (24,193) | ||
Total current assets | (36,599) | (24,193) | ||
Property, plant and equipment, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Deferred income taxes | (201) | (63) | ||
Investment in subsidiaries | (344,851) | (308,346) | ||
Intercompany receivables | (254,944) | (119,070) | ||
Other assets | 0 | 0 | ||
Total assets | (636,595) | (451,672) | ||
Current liabilities: | ||||
Accounts payable | 0 | 0 | ||
Accrued liabilities | (36,599) | (24,193) | ||
Current maturities of long-term debt | 0 | 0 | ||
Derivative liabilities | 0 | 0 | ||
Total current liabilities | (36,599) | (24,193) | ||
Long-term debt, net of current maturities | 0 | 0 | ||
Other long-term obligations and deferred credits | 0 | 0 | ||
Deferred income taxes | (201) | (63) | ||
Intercompany payables | (254,943) | (119,070) | ||
Total liabilities | (291,743) | (143,326) | ||
Total equity | (344,852) | (308,346) | ||
Total liabilities and equity | (636,595) | (451,672) | ||
Parent | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | ||
Trade accounts receivable, net | 0 | 0 | ||
Inventories | 0 | 0 | ||
Prepaid expenses | 0 | 0 | ||
Other receivables | 1,200 | 0 | ||
Other current assets | 36,599 | 24,152 | ||
Total current assets | 37,799 | 24,152 | ||
Property, plant and equipment, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Investment in subsidiaries | 344,851 | 308,346 | ||
Intercompany receivables | 254,944 | 119,070 | ||
Other assets | 0 | 0 | ||
Total assets | 637,594 | 451,568 | ||
Current liabilities: | ||||
Accounts payable | 60 | 274 | ||
Accrued liabilities | 7,886 | 4,507 | ||
Current maturities of long-term debt | 0 | 0 | ||
Derivative liabilities | 31,275 | 67,401 | ||
Total current liabilities | 39,221 | 72,182 | ||
Long-term debt, net of current maturities | 390,947 | 238,850 | ||
Other long-term obligations and deferred credits | 4,969 | 6,529 | ||
Deferred income taxes | 0 | 0 | ||
Intercompany payables | 0 | 0 | ||
Total liabilities | 435,137 | 317,561 | ||
Total equity | 202,457 | 134,007 | ||
Total liabilities and equity | 637,594 | 451,568 | ||
Guarantor Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 65,423 | 3,854 | ||
Trade accounts receivable, net | 207,167 | 170,133 | ||
Inventories | 39,485 | 34,149 | ||
Prepaid expenses | 6,076 | 4,091 | ||
Other receivables | 6,060 | 7,736 | ||
Other current assets | 2,360 | 2,371 | ||
Total current assets | 326,571 | 222,334 | ||
Property, plant and equipment, net | 317,177 | 242,048 | ||
Goodwill | 138,671 | 73,638 | ||
Intangible assets, net | 120,436 | 95,754 | ||
Deferred income taxes | 0 | 6,089 | ||
Investment in subsidiaries | 0 | 0 | ||
Intercompany receivables | 0 | 0 | ||
Other assets | 2,730 | 5,254 | ||
Total assets | 905,585 | 645,117 | ||
Current liabilities: | ||||
Accounts payable | 115,640 | 78,902 | ||
Accrued liabilities | 120,569 | 103,247 | ||
Current maturities of long-term debt | 16,391 | 9,386 | ||
Derivative liabilities | 0 | 0 | ||
Total current liabilities | 252,600 | 191,535 | ||
Long-term debt, net of current maturities | 45,152 | 27,364 | ||
Other long-term obligations and deferred credits | 35,149 | 31,887 | ||
Deferred income taxes | 5,922 | 0 | ||
Intercompany payables | 248,163 | 112,164 | ||
Total liabilities | 586,986 | 362,950 | ||
Total equity | 318,599 | 282,167 | ||
Total liabilities and equity | 905,585 | 645,117 | ||
Non-Guarantor Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 597 | 71 | ||
Trade accounts receivable, net | 553 | 1,123 | ||
Inventories | 2,726 | 2,577 | ||
Prepaid expenses | 40 | 152 | ||
Other receivables | 65 | 29 | ||
Other current assets | 5 | 44 | ||
Total current assets | 3,986 | 3,996 | ||
Property, plant and equipment, net | 22,574 | 6,075 | ||
Goodwill | 3,116 | 26,566 | ||
Intangible assets, net | 5,716 | 0 | ||
Deferred income taxes | 201 | 0 | ||
Investment in subsidiaries | 0 | 0 | ||
Intercompany receivables | 0 | 0 | ||
Other assets | 47 | 47 | ||
Total assets | 35,640 | 36,684 | ||
Current liabilities: | ||||
Accounts payable | 1,298 | 1,243 | ||
Accrued liabilities | 911 | 2,293 | ||
Current maturities of long-term debt | 0 | 0 | ||
Derivative liabilities | 0 | 0 | ||
Total current liabilities | 2,209 | 3,536 | ||
Long-term debt, net of current maturities | 0 | 0 | ||
Other long-term obligations and deferred credits | 396 | 0 | ||
Deferred income taxes | 0 | 63 | ||
Intercompany payables | 6,780 | 6,906 | ||
Total liabilities | 9,385 | 10,505 | ||
Total equity | 26,255 | 26,179 | ||
Total liabilities and equity | $ 35,640 | $ 36,684 |
SUPPLEMENTAL CONDENSED CONSOL75
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Condensed Consolidating Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Condensed Income Statements, Captions [Line Items] | ||||
Revenue | $ 328,588 | $ 295,111 | $ 849,383 | $ 711,144 |
Cost of goods sold before depreciation, depletion and amortization | 253,477 | 226,620 | 674,451 | 558,702 |
Selling, general and administrative expenses | 25,104 | 23,200 | 71,447 | 63,100 |
Depreciation, depletion and amortization | 14,139 | 12,565 | 38,795 | 31,411 |
Loss (gain) on revaluation of contingent consideration | 714 | (723) | 2,325 | (1,387) |
Gain on sale of assets | (1,003) | 43 | (1,016) | 5 |
(Loss) income from operations | 36,157 | 33,406 | 63,381 | 59,313 |
Interest expense, net | (7,635) | (5,446) | (19,933) | (15,966) |
Derivative gain (loss) | 21,772 | (26,854) | 6,430 | (46,401) |
Loss on extinguishment of debt | 0 | 0 | (12,003) | 0 |
Other income, net | 405 | 585 | 1,412 | 1,478 |
Income (loss) from continuing operations before income taxes | 50,699 | 1,691 | 39,287 | (1,576) |
Income tax expense (benefit) | 12,577 | (22) | 14,317 | (2,805) |
Income from continuing operations | 38,122 | 1,713 | 24,970 | 1,229 |
Loss from discontinued operations, net of taxes and before equity in earnings of subsidiaries | (166) | (94) | (518) | (391) |
Income (loss), net of taxes and before equity in earnings of subsidiaries | 37,956 | 24,452 | ||
Equity in earnings of subsidiaries | 0 | 0 | ||
Net income | 37,956 | $ 1,619 | 24,452 | $ 838 |
Eliminations and Reclassifications | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Revenue | 0 | 0 | ||
Cost of goods sold before depreciation, depletion and amortization | 0 | 0 | ||
Selling, general and administrative expenses | 0 | 0 | ||
Depreciation, depletion and amortization | 0 | 0 | ||
Loss (gain) on revaluation of contingent consideration | 0 | 0 | ||
Gain on sale of assets | 0 | 0 | ||
(Loss) income from operations | 0 | 0 | ||
Interest expense, net | 0 | 0 | ||
Derivative gain (loss) | 0 | 0 | ||
Loss on extinguishment of debt | 0 | |||
Other income, net | 0 | 0 | ||
Income (loss) from continuing operations before income taxes | 0 | 0 | ||
Income tax expense (benefit) | 0 | 0 | ||
Income from continuing operations | 0 | 0 | ||
Loss from discontinued operations, net of taxes and before equity in earnings of subsidiaries | 0 | 0 | ||
Income (loss), net of taxes and before equity in earnings of subsidiaries | 0 | 0 | ||
Equity in earnings of subsidiaries | (20,201) | (36,622) | ||
Net income | (20,201) | (36,622) | ||
Parent | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Revenue | 0 | 0 | ||
Cost of goods sold before depreciation, depletion and amortization | 0 | 0 | ||
Selling, general and administrative expenses | 0 | 0 | ||
Depreciation, depletion and amortization | 0 | 0 | ||
Loss (gain) on revaluation of contingent consideration | 131 | 315 | ||
Gain on sale of assets | 0 | 0 | ||
(Loss) income from operations | (131) | (315) | ||
Interest expense, net | (7,105) | (18,729) | ||
Derivative gain (loss) | 21,772 | 6,430 | ||
Loss on extinguishment of debt | (12,003) | |||
Other income, net | 0 | 0 | ||
Income (loss) from continuing operations before income taxes | 14,536 | (24,617) | ||
Income tax expense (benefit) | (3,219) | (12,447) | ||
Income from continuing operations | 17,755 | (12,170) | ||
Loss from discontinued operations, net of taxes and before equity in earnings of subsidiaries | 0 | 0 | ||
Income (loss), net of taxes and before equity in earnings of subsidiaries | 17,755 | (12,170) | ||
Equity in earnings of subsidiaries | 20,201 | 36,622 | ||
Net income | 37,956 | 24,452 | ||
Guarantor Subsidiaries | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Revenue | 323,406 | 833,589 | ||
Cost of goods sold before depreciation, depletion and amortization | 249,185 | 660,889 | ||
Selling, general and administrative expenses | 24,438 | 69,760 | ||
Depreciation, depletion and amortization | 13,529 | 36,709 | ||
Loss (gain) on revaluation of contingent consideration | 583 | 2,010 | ||
Gain on sale of assets | (1,003) | (1,016) | ||
(Loss) income from operations | 36,674 | 65,237 | ||
Interest expense, net | (526) | (1,192) | ||
Derivative gain (loss) | 0 | 0 | ||
Loss on extinguishment of debt | 0 | |||
Other income, net | 333 | 1,357 | ||
Income (loss) from continuing operations before income taxes | 36,481 | 65,402 | ||
Income tax expense (benefit) | 16,869 | 28,449 | ||
Income from continuing operations | 19,612 | 36,953 | ||
Loss from discontinued operations, net of taxes and before equity in earnings of subsidiaries | (166) | (518) | ||
Income (loss), net of taxes and before equity in earnings of subsidiaries | 19,446 | 36,435 | ||
Equity in earnings of subsidiaries | 0 | 0 | ||
Net income | 19,446 | 36,435 | ||
Non-Guarantor Subsidiaries | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Revenue | 5,182 | 15,794 | ||
Cost of goods sold before depreciation, depletion and amortization | 4,292 | 13,562 | ||
Selling, general and administrative expenses | 666 | 1,687 | ||
Depreciation, depletion and amortization | 610 | 2,086 | ||
Loss (gain) on revaluation of contingent consideration | 0 | 0 | ||
Gain on sale of assets | 0 | 0 | ||
(Loss) income from operations | (386) | (1,541) | ||
Interest expense, net | (4) | (12) | ||
Derivative gain (loss) | 0 | 0 | ||
Loss on extinguishment of debt | 0 | |||
Other income, net | 72 | 55 | ||
Income (loss) from continuing operations before income taxes | (318) | (1,498) | ||
Income tax expense (benefit) | (1,073) | (1,685) | ||
Income from continuing operations | 755 | 187 | ||
Loss from discontinued operations, net of taxes and before equity in earnings of subsidiaries | 0 | 0 | ||
Income (loss), net of taxes and before equity in earnings of subsidiaries | 755 | 187 | ||
Equity in earnings of subsidiaries | 0 | 0 | ||
Net income | $ 755 | $ 187 |
SUPPLEMENTAL CONDENSED CONSOL76
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Condensed Consolidating Statement of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Net cash (used in) provided by operating activities | $ 88,505 | $ 56,726 | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Purchases of property, plant and equipment | $ (8,108) | $ (5,339) | (31,041) | (12,763) |
Payments for acquisitions, net of cash acquired | (124,481) | (109,338) | ||
Proceeds from disposals of property, plant and equipment | 1,920 | 663 | ||
Proceeds from disposal of businesses | 375 | 1,052 | ||
Investment in subsidiaries | 0 | |||
Net cash (used in) provided by investing activities | (153,227) | (120,386) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from revolver borrowings | 128,904 | 147,757 | ||
Repayments of revolver borrowings | (173,904) | (91,507) | ||
Proceeds from issuance of debt | 400,000 | 0 | ||
Repayments of debt | (200,000) | 0 | ||
Premium paid on early retirement of debt | (8,500) | 0 | ||
Proceeds from exercise of stock options and warrants | 166 | 457 | ||
Payments of other long-term obligations | (4,143) | (2,250) | ||
Payments for other financing | (8,880) | (6,074) | ||
Debt issuance costs | (7,786) | 0 | ||
Excess tax benefits from stock-based compensation | 3,785 | 0 | ||
Other treasury share purchases | (2,825) | (6,317) | ||
Intercompany funding | 0 | |||
Net cash provided by (used in) financing activities | 126,817 | 42,066 | ||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 62,095 | (21,594) | ||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 3,925 | 30,202 | ||
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 66,020 | $ 8,608 | 66,020 | $ 8,608 |
Eliminations and Reclassifications | ||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Net cash (used in) provided by operating activities | 0 | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
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 disposal of businesses | 0 | |||
Investment in subsidiaries | 300 | |||
Net cash (used in) provided by investing activities | 300 | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from revolver borrowings | 0 | |||
Repayments of revolver borrowings | 0 | |||
Proceeds from issuance of debt | 0 | |||
Repayments of debt | 0 | |||
Premium paid on early retirement of debt | 0 | |||
Proceeds from exercise of stock options and warrants | 0 | |||
Payments of other long-term obligations | 0 | |||
Payments for other financing | 0 | |||
Debt issuance costs | 0 | |||
Excess tax benefits from stock-based compensation | 0 | |||
Other treasury share purchases | 0 | |||
Intercompany funding | (300) | |||
Net cash provided by (used in) financing activities | (300) | |||
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 | 0 | ||
Parent | ||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Net cash (used in) provided by operating activities | (7,902) | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
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 disposal of businesses | 0 | |||
Investment in subsidiaries | (300) | |||
Net cash (used in) provided by investing activities | (300) | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from revolver borrowings | 128,904 | |||
Repayments of revolver borrowings | (173,904) | |||
Proceeds from issuance of debt | 400,000 | |||
Repayments of debt | (200,000) | |||
Premium paid on early retirement of debt | (8,500) | |||
Proceeds from exercise of stock options and warrants | 166 | |||
Payments of other long-term obligations | (657) | |||
Payments for other financing | 0 | |||
Debt issuance costs | (7,786) | |||
Excess tax benefits from stock-based compensation | 3,785 | |||
Other treasury share purchases | (2,825) | |||
Intercompany funding | (130,981) | |||
Net cash provided by (used in) financing activities | 8,202 | |||
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 | 0 | ||
Guarantor Subsidiaries | ||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Net cash (used in) provided by operating activities | 94,789 | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Purchases of property, plant and equipment | (28,780) | |||
Payments for acquisitions, net of cash acquired | (124,481) | |||
Proceeds from disposals of property, plant and equipment | 1,920 | |||
Proceeds from disposal of businesses | 375 | |||
Investment in subsidiaries | 0 | |||
Net cash (used in) provided by investing activities | (150,966) | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from revolver borrowings | 0 | |||
Repayments of revolver borrowings | 0 | |||
Proceeds from issuance of debt | 0 | |||
Repayments of debt | 0 | |||
Premium paid on early retirement of debt | 0 | |||
Proceeds from exercise of stock options and warrants | 0 | |||
Payments of other long-term obligations | (3,486) | |||
Payments for other financing | (8,880) | |||
Debt issuance costs | 0 | |||
Excess tax benefits from stock-based compensation | 0 | |||
Other treasury share purchases | 0 | |||
Intercompany funding | 130,113 | |||
Net cash provided by (used in) financing activities | 117,747 | |||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 61,570 | |||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 3,854 | |||
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 65,424 | 65,424 | ||
Non-Guarantor Subsidiaries | ||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Net cash (used in) provided by operating activities | 1,618 | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Purchases of property, plant and equipment | (2,261) | |||
Payments for acquisitions, net of cash acquired | 0 | |||
Proceeds from disposals of property, plant and equipment | 0 | |||
Proceeds from disposal of businesses | 0 | |||
Investment in subsidiaries | 0 | |||
Net cash (used in) provided by investing activities | (2,261) | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from revolver borrowings | 0 | |||
Repayments of revolver borrowings | 0 | |||
Proceeds from issuance of debt | 0 | |||
Repayments of debt | 0 | |||
Premium paid on early retirement of debt | 0 | |||
Proceeds from exercise of stock options and warrants | 0 | |||
Payments of other long-term obligations | 0 | |||
Payments for other financing | 0 | |||
Debt issuance costs | 0 | |||
Excess tax benefits from stock-based compensation | 0 | |||
Other treasury share purchases | 0 | |||
Intercompany funding | 1,168 | |||
Net cash provided by (used in) financing activities | 1,168 | |||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 525 | |||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 71 | |||
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ 596 | $ 596 |