Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 24, 2017 | Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | US CONCRETE INC | ||
Entity Central Index Key | 1,073,429 | ||
Current Fiscal Year End Dates | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 869,593,858 | ||
Entity Common Stock, Shares Outstanding | 15,730,115 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 75,774 | $ 3,925 |
Trade accounts receivable, net | 207,292 | 171,256 |
Inventories | 41,979 | 36,726 |
Prepaid expenses | 5,534 | 4,243 |
Other receivables | 8,691 | 7,765 |
Other current assets | 2,019 | 2,374 |
Total current assets | 341,289 | 226,289 |
Property, plant and equipment, net | 337,412 | 248,123 |
Goodwill | 133,271 | 100,204 |
Intangible assets, net | 130,973 | 95,754 |
Deferred income taxes | 0 | 6,026 |
Other assets | 2,457 | 5,301 |
Total assets | 945,402 | 681,697 |
Current liabilities: | ||
Accounts payable | 110,694 | 80,419 |
Accrued liabilities | 85,243 | 85,854 |
Current maturities of long-term debt | 16,654 | 9,386 |
Derivative liabilities | 57,415 | 67,401 |
Total current liabilities | 270,006 | 243,060 |
Long-term debt, net of current maturities | 432,644 | 266,214 |
Other long-term obligations and deferred credits | 46,267 | 38,416 |
Deferred income taxes | 7,656 | 0 |
Total liabilities | 756,573 | 547,690 |
Commitments and contingencies (Note 21) | ||
Equity: | ||
Preferred stock, $0.001 par value per share (10,000 shares authorized; none issued) | 0 | 0 |
Common stock, $0.001 par value per share (100,000 shares authorized; 16,584 and 15,713 shares issued, respectively; and 15,696 and 14,871 shares outstanding, respectively) | 17 | 16 |
Additional paid-in capital | 249,832 | 201,015 |
Accumulated deficit | (39,296) | (48,157) |
Treasury stock, at cost (888 and 842 common shares, respectively) | (21,724) | (18,867) |
Total equity | 188,829 | 134,007 |
Total liabilities and equity | $ 945,402 | $ 681,697 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, issued (in shares) | 16,584,000 | 15,713,000 |
Common stock, outstanding (in shares) | 15,696,000 | 14,871,000 |
Treasury stock, at cost (in shares) | 888,000 | 842,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||
Revenue | $ 1,168,160 | $ 974,717 | $ 703,714 |
Cost of goods sold before depreciation, depletion and amortization | 922,338 | 768,439 | 573,318 |
Selling, general and administrative expenses | 100,019 | 86,873 | 61,268 |
Depreciation, depletion and amortization | 54,852 | 43,570 | 23,849 |
Loss on revaluation of contingent consideration, net | 5,225 | 932 | 0 |
Gain on sale of assets, net | (1,416) | (468) | (625) |
Income (loss) from operations | 87,142 | 75,371 | 45,904 |
Interest expense, net | (27,709) | (21,734) | (20,431) |
Derivative loss | (19,938) | (60,016) | (3,556) |
(Loss) gain on early extinguishment of debt | (12,003) | 0 | 11 |
Other income, net | 3,237 | 2,064 | 1,803 |
Income (loss) from continuing operations before income taxes | 30,729 | (4,315) | 23,731 |
Income tax expense | 21,151 | 779 | 2,156 |
Income (loss) from continuing operations | 9,578 | (5,094) | 21,575 |
Loss from discontinued operations, net of taxes | (717) | (320) | (993) |
Net income (loss) | $ 8,861 | $ (5,414) | $ 20,582 |
Basic income (loss) per share: | |||
Income (loss) from continuing operations (in dollars per share) | $ 0.63 | $ (0.36) | $ 1.59 |
Loss from discontinued operations, net of income tax (in dollars per share) | (0.04) | (0.02) | (0.07) |
Net income (loss) per share - basic (in dollars per share) | 0.59 | (0.38) | 1.52 |
Diluted income (loss) per share: | |||
Income (loss) from continuing operations (in dollars per share) | 0.59 | (0.36) | 1.55 |
Loss from discontinued operations, net of taxes (in dollars per share) | (0.04) | (0.02) | (0.07) |
Net income (loss) per share - diluted (in dollars per share) | $ 0.55 | $ (0.38) | $ 1.48 |
Weighted average shares outstanding: | |||
Basic (in shares) | 15,098 | 14,080 | 13,541 |
Diluted (in shares) | 16,226 | 14,080 | 13,898 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Treasury Stock |
Balance (in shares) at Dec. 31, 2013 | 14,036 | ||||
Balance at Dec. 31, 2013 | $ 83,727 | $ 14 | $ 152,695 | $ (63,325) | $ (5,657) |
Increase (Decrease) in Stockholders' Equity | |||||
Stock-based compensation | 3,655 | 3,655 | |||
Restricted stock vesting (in shares) | 28 | ||||
Restricted stock vesting | 0 | ||||
Restricted stock grants, net of cancellations (in shares) | 169 | ||||
Restricted stock grants, net of cancellations | 1 | $ 1 | |||
Stock options exercised (in shares) | 27 | ||||
Stock options exercised | 377 | 377 | |||
Warrants exercised (in shares) | 1 | ||||
Warrants exercised | 18 | 18 | |||
Share repurchase program (in shares) | (200) | ||||
Share repurchase program | (4,824) | (4,824) | |||
Other treasury share purchases (in shares) | (83) | ||||
Other treasury share purchases | (2,056) | (2,056) | |||
Net income (loss) | 20,582 | 20,582 | |||
Balance (in shares) at Dec. 31, 2014 | 13,978 | ||||
Balance at Dec. 31, 2014 | 101,480 | $ 15 | 156,745 | (42,743) | (12,537) |
Increase (Decrease) in Stockholders' Equity | |||||
Stock-based compensation | 5,824 | 5,824 | |||
Excess tax benefits from share-based compensation | 4,952 | 4,952 | |||
Restricted stock vesting (in shares) | 22 | ||||
Restricted stock vesting | 0 | ||||
Restricted stock grants, net of cancellations (in shares) | 200 | ||||
Restricted stock grants, net of cancellations | 0 | ||||
Stock options exercised (in shares) | 15 | ||||
Stock options exercised | 315 | 315 | |||
Warrants exercised (in shares) | 359 | ||||
Warrants exercised | 18,091 | 18,091 | |||
Share repurchase program | 0 | ||||
Other treasury share purchases (in shares) | (145) | ||||
Other treasury share purchases | (6,330) | (6,330) | |||
Common stock issuance (in shares) | 442 | ||||
Common stock issuance | 15,089 | $ 1 | 15,088 | ||
Net income (loss) | $ (5,414) | (5,414) | |||
Balance (in shares) at Dec. 31, 2015 | 14,871 | 14,871 | |||
Balance at Dec. 31, 2015 | $ 134,007 | $ 16 | 201,015 | (48,157) | (18,867) |
Increase (Decrease) in Stockholders' Equity | |||||
Stock-based compensation | 7,099 | 7,099 | |||
Excess tax benefits from share-based compensation | 3,787 | 3,787 | |||
Restricted stock vesting (in shares) | 16 | ||||
Restricted stock vesting | 0 | ||||
Restricted stock grants, net of cancellations (in shares) | 157 | ||||
Restricted stock grants, net of cancellations | $ 0 | ||||
Stock options exercised (in shares) | 6 | 6 | |||
Stock options exercised | $ 105 | 105 | |||
Warrants exercised (in shares) | 556 | ||||
Warrants exercised | 30,167 | $ 1 | 30,166 | ||
Other treasury share purchases (in shares) | (46) | ||||
Other treasury share purchases | (2,857) | (2,857) | |||
Common stock issuance (in shares) | 136 | ||||
Common stock issuance | 7,660 | 7,660 | |||
Net income (loss) | $ 8,861 | 8,861 | |||
Balance (in shares) at Dec. 31, 2016 | 15,696 | 15,696 | |||
Balance at Dec. 31, 2016 | $ 188,829 | $ 17 | $ 249,832 | $ (39,296) | $ (21,724) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income (loss) | $ 8,861 | $ (5,414) | $ 20,582 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation, depletion and amortization | 54,852 | 43,570 | 23,849 |
Debt issuance cost amortization | 1,845 | 1,795 | 1,679 |
Loss (gain) on extinguishment of debt | 12,003 | 0 | (11) |
Amortization of discount on long-term incentive plan and other accrued interest | 593 | 427 | 425 |
Net loss on derivative | 19,938 | 60,016 | 3,556 |
Net loss on revaluation of contingent consideration | 5,225 | 932 | 0 |
Impairment of long-lived assets | 0 | 0 | 900 |
Net gain on sale of assets | (1,416) | (275) | (1,265) |
Excess tax benefits from stock-based compensation | (3,787) | 0 | 0 |
Deferred income taxes | 16,786 | (12,579) | 864 |
Provision for doubtful accounts and customer disputes | 2,966 | 4,198 | 1,533 |
Stock-based compensation | 7,099 | 5,824 | 3,655 |
Changes in assets and liabilities, excluding effects of acquisitions: | |||
Accounts receivable | (25,588) | (37,766) | (13,466) |
Inventories | (3,749) | (383) | (2,534) |
Prepaid expenses and other current assets | (2,342) | (886) | 217 |
Other assets and liabilities, net | 2,171 | (1,341) | (380) |
Accounts payable and accrued liabilities | 16,667 | 46,143 | 11,311 |
Net cash provided by operating activities | 112,124 | 104,261 | 50,915 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property, plant and equipment | (40,425) | (24,977) | (32,584) |
Payments for acquisitions, net of cash acquired | (127,927) | (135,347) | (89,602) |
Proceeds from disposals of property, plant and equipment | 2,744 | 1,312 | 3,708 |
Proceeds from disposals of acquired businesses | 1,565 | 1,177 | 0 |
Insurance proceeds from property loss claim | 1,348 | 0 | 0 |
Net cash used in investing activities | (162,695) | (157,835) | (118,478) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from revolver borrowings | 128,904 | 206,809 | 213 |
Repayments of revolver borrowings | (173,904) | (161,809) | (213) |
Proceeds from issuance of debt | 400,000 | 0 | 0 |
Repayments of debt | (200,000) | (117) | 0 |
Premium paid on early retirement of debt | (8,500) | 0 | 0 |
Proceeds from exercise of stock options and warrants | 348 | 546 | 396 |
Payments of other long-term obligations | (4,679) | (2,298) | (2,250) |
Payments for other financing | (13,433) | (8,611) | (5,194) |
Excess tax benefits from stock-based compensation | 3,787 | 0 | 0 |
Debt issuance costs | (7,824) | (893) | (974) |
Payments for share repurchases | 0 | 0 | (4,824) |
Other treasury share purchases | (2,857) | (6,330) | (2,056) |
Other proceeds | 578 | 0 | 0 |
Net cash provided by (used in) financing activities | 122,420 | 27,297 | (14,902) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 71,849 | (26,277) | (82,465) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 3,925 | 30,202 | 112,667 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 75,774 | 3,925 | 30,202 |
Supplemental Disclosure of Cash Flow Information: | |||
Cash paid for interest | 24,535 | 19,503 | 18,636 |
Cash paid for income taxes | 6,735 | 1,949 | 1,464 |
Supplemental Disclosure of Non-cash Investing and Financing Activities: | |||
Capital expenditures funded by capital leases and promissory notes | 30,698 | 23,450 | 11,161 |
Acquisitions funded by stock issuance, contingent consideration and deferred payments | 7,500 | 50,805 | 0 |
Dispositions funded through promissory note and deferred payments | $ 0 | $ 3,380 | $ 0 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations U.S. Concrete, Inc., a Delaware corporation, provides ready-mixed concrete, aggregates and concrete-related products and services to the construction industry in several major markets in the United States. U.S. Concrete, Inc. is a holding company and conducts its businesses through its consolidated subsidiaries. In these notes to the consolidated financial statements (these "Notes"), we refer to U.S. Concrete, Inc. and its subsidiaries as "we," "us," "our", the "Company," or "U.S. Concrete" unless we specifically state otherwise, or the context indicates otherwise. Basis of Presentation The consolidated financial statements consist of the accounts of U.S. Concrete, Inc. and its majority or wholly owned subsidiaries. All significant intercompany account balances and transactions have been eliminated. During 2016, we completed six acquisitions consisting of 10 standard ready-mixed concrete plants and related assets and liabilities (see Note 2). All of the assets acquired and liabilities assumed were recorded at their respective fair value as of the date of the acquisition, and the results of operations are included in the consolidated financial statements from the respective date of acquisition. During 2015, we completed eight acquisitions consisting of 22 standard ready-mixed concrete plants, five quarries (one of which we had operated under a lease agreement since October 2014), and related assets and liabilities (see Note 2). All of the assets acquired and liabilities assumed were recorded at their respective fair value as of the date of the acquisition, and the results of operations are included in the consolidated financial statements from the respective date of acquisition. On June 2, 2015, we completed the sale of our remaining precast operation in Pennsylvania. This sale represented the final divestiture of the Company's owned assets related to precast operations. The results of operations for this unit have been included in discontinued operations for the periods presented. During 2014, we completed nine acquisitions consisting of seven standard ready-mixed concrete plants and related assets, 16 volumetric ready-mixed concrete facilities, 109 volumetric ready-mixed concrete trucks and related assets, and leases to operate two aggregate distribution terminals in New York and related assets and liabilities (see Note 2). All of the assets acquired and liabilities assumed were recorded at their respective fair value as of the date of the acquisition, and the results of operations are included in the consolidated financial statements from the respective date of acquisition. Reclassifications Certain reclassifications have been made to prior year amounts to conform with the current year presentation. Business Combinations We evaluate acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination by assessing whether or not we have acquired inputs and processes that have the ability to create outputs. If determined to be a business combination, we account for a business acquisition under the acquisition method of accounting. The accounting rules governing business combinations require the acquiring entity in a business combination to recognize the fair value of all assets acquired and liabilities assumed and establishes the acquisition date as the fair value measurement point. Accordingly, we recognize assets acquired and liabilities assumed in a business combination, including contingent liabilities and deferred payment obligations, based on the fair value estimates as of the date of acquisition. Goodwill is measured as the excess of the fair value of the consideration paid over the fair value of the identified net assets, including intangible assets, acquired. The fair value measurement of the identified net assets requires the significant use of estimates and is based on information that was available to management at the time these consolidated financial statements were prepared. We utilized recognized valuation techniques, including the income approach, sales approach, and cost approach to value the net assets acquired. Final valuations of assets and liabilities are obtained and recorded within one year from the date of the acquisition. See Note 12 for additional information regarding valuation of contingent consideration. Cash and Cash Equivalents We record as cash equivalents all highly liquid investments having maturities of three months or less at the original date of purchase. Our cash equivalents may include money market accounts, certificates of deposit, and commercial paper of highly rated corporate or government issuers. We classify our cash equivalents as held-to-maturity. Cash equivalents are stated at cost plus accrued interest, which approximates fair value. The maximum amount placed in any one financial institution is limited in order to reduce risk. At times, our cash and investments may be in excess of amounts insured by the Federal Deposit Insurance Corporation. We have not experienced any losses on these accounts. Cash held as collateral or escrowed for contingent liabilities is included in other current and noncurrent assets based on the expected release date of the underlying obligation. Accounts Receivable Accounts receivable are reported net of allowance for doubtful accounts and customer disputes. We maintain an allowance for accounts receivable that we believe may not be collected in full. A provision for bad debt expense recorded to selling, general and administrative expenses increases the allowance. A provision for customer disputes recorded as a reduction to revenue also increases the allowance. Accounts receivable are written off when we determine the receivable will not be collected and are reflected as a reduction to the allowance. We determine the amount of bad debt expense and customer dispute losses each period and the resulting adequacy of the allowance at the end of each period by using a combination of historical loss experience, a customer-by-customer analysis of our accounts receivable balances each period, and subjective assessments of our loss exposure. Inventories Inventories consist primarily of cement and other raw materials, aggregates at our pits and quarries, and building materials that we hold for sale or use in the ordinary course of business. Inventories are stated at the lower of cost or fair market value using the average cost and first-in, first-out ("FIFO") methods. We reduce the carrying value of our inventories for estimated excess and obsolete inventories equal to the difference between the cost of inventory and its estimated realizable value based upon assumptions about future product demand and market conditions. Once the new cost basis is established, the value is not increased with any changes in circumstances that would indicate an increase after the remeasurement. If actual product demand or market conditions are less favorable than those projected by management, inventory write-downs may be required that could result in a material change to our consolidated results of operations or financial position. Prepaid Expenses Prepaid expenses primarily include amounts we have paid for insurance, licenses, taxes, rent, and maintenance contracts. We expense or amortize all prepaid amounts as used or over the period of benefit, as applicable. Property, Plant and Equipment, Net We state property, plant and equipment at cost and use the straight-line method to compute depreciation of these assets other than mineral deposits over the following estimated useful lives: buildings and land improvements, from 10 to 40 years; machinery and equipment, from 10 to 30 years; mixers, trucks and other vehicles, from one to 12 years; and other, from three to 10 years. We capitalize leasehold improvements on properties held under operating leases and amortize those costs over the lesser of their estimated useful lives or the applicable lease term. We compute depletion of mineral deposits as such deposits are extracted utilizing the unit-of-production method. We expense maintenance and repair costs when incurred and capitalize and depreciate expenditures for major renewals and betterments that extend the useful lives of our existing assets. When we retire or dispose of property, plant or equipment, we remove the related cost and accumulated depreciation from our accounts and reflect any resulting gain or loss in our consolidated statements of operations. Impairment of Long-lived assets We evaluate our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets is measured by comparing the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. Such evaluations for impairment are significantly impacted by estimates of future prices for our products, capital needs, economic trends in the applicable construction sector and other factors. If we consider such assets to be impaired, the impairment we recognize is measured by the amount by which the carrying amount of the assets exceeds their fair value. Assets to be disposed of by sale are reflected at the lower of their carrying amounts or fair values, less cost to sell. We test for impairment using a multi-tiered approach that incorporates an equal weighting to a multiple of earnings and to undiscounted estimated future cash flows. Goodwill Goodwill represents the excess of the fair value of consideration given over the fair value of the net tangible and identifiable intangible assets of businesses acquired. The acquisition of assets and liabilities and the resulting goodwill is allocated to the respective reporting unit. We do not amortize goodwill but instead evaluate it for impairment within the reporting unit on an annual basis, or more frequently if events or circumstances indicate that assets might be impaired. The impairment test consists of a two-step process. The annual test for impairment is generally performed in the fourth quarter of each year, because this period gives us the best visibility of the reporting units’ operating performance for the current year (seasonally, April through October are our highest revenue and production months), and our outlook for the upcoming year, because much of our customer base is finalizing operating and capital budgets during the fourth quarter. The impairment test we use involves estimating the fair value of our reporting units and comparing the result to the reporting unit's carrying value. We generally estimate fair value using an equally weighted combination of discounted cash flows and multiples of invested capital to EBITDA. The discounted cash flow model includes forecasts for revenue and cash flows discounted at our weighted average cost of capital. Multiples of invested capital to EBITDA are calculated using a weighted average of two selected 12 month periods results by reporting unit compared to the enterprise value of the Company, which is determined based on the combination of the market value of our capital stock and total outstanding debt. If the fair value exceeds the carrying value, the second step is not performed and no impairment is recorded. If, however, the fair value is less than the carrying value, a second step is performed to calculate the amount of the impairment by measuring the goodwill at an implied fair value. Based on our annual impairment test, our goodwill was not impaired as of December 31, 2016. See Note 4 for further discussion. Intangible Assets Our definite-lived intangible assets consist of identifiable trade names, customer relationships, non-compete agreements, leasehold interests, a favorable contract, and backlog of businesses acquired. We amortize these intangible assets over their estimated useful lives, which range from one to 25 years, using a straight-line approach. Our indefinite-lived intangible assets consist of land rights acquired in a 2014 acquisition that will be reclassified to property, plant and equipment upon the completion of certain settlement activities. For the land rights, we performed a qualitative assessment under the accounting rules for intangible assets, to determine that this indefinite-lived intangible asset was not impaired as of December 31, 2016. See Note 4 for further discussion of our intangible assets. Debt Issuance Costs Debt issuance costs are amortized as interest expense over the scheduled maturity period of the debt. The costs related to our line-of-credit arrangement are amortized over the term of the arrangement, regardless of whether there are any outstanding borrowings. In April 2015, the Financial Accounting Standards Board ("FASB") issued an amendment that requires debt issuance costs to be presented in the balance sheet as a direct reduction from the carrying value of the debt, similar to the presentation of debt discounts. We adopted this standard effective with the quarter ended March 31, 2016, and include unamortized debt issuance costs in long-term debt, net of current maturities. We also 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. See Note 9 for additional information regarding our debt, and Note 25 for debt issued subsequent to year end. Revenue We derive substantially all of our revenue from the production and delivery of ready-mixed concrete, aggregates, and related building materials. We recognize revenue, net of sales tax, when products are delivered, selling price is fixed or determinable, persuasive evidence of an arrangement exists, and collection is reasonably assured. Amounts billed to customers for delivery costs are classified as a component of total revenues. Cost of Goods Sold Cost of goods sold consists primarily of product costs and operating expenses, excluding depreciation, depletion and amortization, which is reported separately. Operating expenses consist primarily of wages, benefits, insurance, and other expenses attributable to plant operations, repairs and maintenance, and delivery costs. Selling, General and Administrative Expenses Selling expenses consist primarily of sales commissions, salaries of sales managers, travel and entertainment expenses, and trade show expenses. General and administrative expenses consist primarily of executive and administrative compensation and benefits, office rent, utilities, communication and technology expenses, provision for doubtful accounts, and legal and professional fees. Deferred Rent We recognize escalating lease payments on a straight-line basis over the term of each respective lease, with the difference between cash rent payments and recognized rent expense being recorded as deferred rent in accrued liabilities on our consolidated balance sheets. Insurance Programs We maintain third-party insurance coverage against certain workers’ compensation, automobile and general liability risks. Under our insurance programs, we share the risk of loss with our insurance underwriters by maintaining high deductibles subject to aggregate annual loss limitations. In connection with these automobile, general liability and workers’ compensation insurance programs, we have entered into standby letters of credit agreements totaling $12.6 million and $11.3 million as of December 31, 2016 and 2015 , respectively. We fund our deductibles and record an expense for losses we expect under the programs. We determine expected losses using a combination of our historical loss experience and subjective assessments of our future loss exposure. The estimated losses are subject to uncertainty, including changes in claim reporting patterns, claim settlement patterns, judicial decisions, legislation, and economic conditions. The amounts accrued for self-insured claims were $13.5 million and $12.0 million as of December 31, 2016 and 2015 , respectively. We include these accruals in accrued liabilities on our consolidated balance sheets. Income Taxes In accordance with ASC 740 - Income Taxes , we use the liability method of accounting for income taxes. Under this method, we record deferred income taxes based on temporary differences between the financial reporting and tax bases of assets and liabilities and use enacted tax rates and laws that we expect will be in effect when we recover those assets or settle those liabilities, as the case may be, to measure those taxes. We record a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized. We recognize interest and penalties related to uncertain tax positions in income tax expense. We had a valuation allowance of $5.0 million and $4.1 million as of December 31, 2016 and 2015 , respectively. In 2016 and 2015, we netted the majority of our uncertain tax positions against our net operating loss carryforwards and the deferred tax asset associated with the Warrants (as defined herein). Contingent Consideration We record an estimate of the fair value of contingent consideration within accrued liabilities and other long-term obligations on our consolidated balance sheets. On a quarterly basis, we revalue the liability and record increases or decreases in the fair value as an adjustment to earnings. Changes to the contingent consideration liability can result from adjustments to the discount rate, accretion of interest expense due to the passage of time, or changes in the assumptions regarding probabilities of successful achievement of related milestones and the estimated timing in which the milestones are achieved. The assumptions used in estimating fair value require significant judgment. The use of different assumptions and judgments could result in a materially different estimate of fair value. For further information, see Note 12 regarding our fair value disclosures. Fair Value of Financial Instruments Our financial instruments consist of cash and cash equivalents, trade receivables, trade payables, long-term debt (including current maturities), other long-term obligations, and derivative liabilities. We consider the carrying values of cash and cash equivalents, trade receivables and trade payables to be representative of their respective fair values because of their short-term maturities or expected settlement dates. The fair value of our 2024 Notes, estimated based on broker / dealer quoted market prices, was $424.0 million as of December 31, 2016 . The fair value of our 2018 Notes, estimated based on broker / dealer quoted market prices, was $207.0 million as of December 31, 2015 . The carrying value of outstanding amounts under our Revolving Facility approximates fair value. The fair value of issued Warrants (as defined herein) was $57.4 million and $67.4 million at December 31, 2016 and 2015 , respectively. The fair value of our contingent consideration obligations associated with acquisitions was $32.2 million at December 31, 2016 and $30.1 million at December 31, 2015 . For further information, see Note 10 regarding our derivative liabilities, Note 11 regarding our other long-term obligations, and Note 12 regarding our fair value disclosures. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions that we consider significant in the preparation of our financial statements include those related to our allowance for doubtful accounts, business combinations, goodwill, intangibles, valuation of derivatives, valuation of contingent consideration, accruals for self-insurance, income taxes, the valuation of inventory and the valuation and useful lives of property, plant and equipment. Stripping Costs We include post-production stripping costs in the cost of inventory produced during the period these costs are incurred. Post-production stripping costs represent stripping costs incurred after the first salable minerals are extracted from the mine. Earnings (Loss) Per Share Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period after giving effect to all potentially dilutive securities outstanding during the period. See Note 17 for additional information regarding our earnings (loss) per share. Comprehensive Income (Loss) Comprehensive income (loss) represents all changes in equity of an entity during the reporting period, except those resulting from investments by and distributions to stockholders. For the years ended December 31, 2016 , 2015 and 2014 , no differences existed between our consolidated net income (loss) and our consolidated comprehensive income (loss). Stock-based Compensation Stock-based employee compensation cost is measured at the grant date based on the calculated fair value of the award. We recognize expense over the employee’s requisite service period, generally the vesting period of the award, or in the case of performance-based awards, over the life of the derived service period. The related excess tax benefit received upon exercise of stock options or vesting of restricted stock, if any, is reflected in the statement of cash flows as a financing activity rather than an operating activity. See Note 16 for additional information regarding our stock-based compensation plans. Recent Accounting Pronouncements In January 2017, the FASB issued new guidance to simplify the accounting for goodwill impairment. The guidance removes the second step of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance will remain largely unchanged. Entities will continue to have the option to perform a qualitative assessment to determine if a quantitative impairment test is necessary. The same one-step impairment test will be applied to goodwill at all reporting units, even those with zero or negative carrying amounts. Entities will be required to disclose the amount of goodwill at reporting units with zero or negative carrying amounts. This guidance is effective in 2020, but early adoption is permitted for any impairment tests performed after January 1, 2017. We are currently evaluating the impact that this guidance will have on our financial condition and results of operations. In January 2017, the FASB issued an update under business combinations in an effort to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. We are currently evaluating the impact that this standard will have on our financial condition, results of operations, and cash flows. In August 2016, 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 standard will have on our statement of cash flows. In March 2016, the FASB issued an amendment related to share-based payments to employees. The new guidance requires that excess tax benefits (which represent the excess of actual tax benefits received at the date of vesting or settlement over the benefits recognized over the vesting period or upon issuance of share-based payments) and tax deficiencies (which represent the amount by which actual tax benefits received at the date of vesting or settlement is lower than the benefits recognized over the vesting period or upon issuance of share-based payments) be recorded in the income statement as a reduction or increase of income taxes when the awards vest. The new guidance also requires excess tax benefits to be classified as an operating activity in the statement of cash flows rather than a financing activity. The amendment also simplifies other aspects of share-based payment transactions, including 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 guidance is effective for annual periods beginning after December 15, 2016 and interim periods within those periods, with early adoption permitted. We will adopt this guidance in the first quarter of 2017. Application of this guidance may create volatility in our effective tax rate and diluted earnings per share due to the tax effects being recorded to the income statement. The volatility in future periods will depend primarily on our stock price at the vesting dates and the number of awards that vest each period. As permitted by the guidance, we will elect to recognize forfeitures as they occur, rather than estimating forfeitures as previously required. 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. This new guidance must be adopted using a modified retrospective transition and requires application of the new guidance at the beginning of the earliest comparative period presented. As of December 31, 2016 and 2015, the Company's undiscounted minimum contractual commitments under long-term operating leases, which were not recorded on the consolidated balance sheets, were $79.1 million and $65.6 million , respectively, which is an estimate of the effect to total assets and total liabilities that the new accounting standard would have as of those dates. We are currently evaluating the impact that this standard will have on our financial condition, results of operations, and cash flows. In July 2015, the FASB issued guidance requiring inventory to be measured at the lower of cost or net realizable value, which is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This guidance is effective prospectively for annual reporting periods beginning after December 15, 2016, and interim reporting periods within those annual reporting periods. Early adoption is permitted. We will adopt this standard as of and for the interim period ending March 31, 2017. We are currently evaluating the impact that this standard will have on our financial condition, results of operations, and cash flows. In May 2014, the FASB issued guidance (the effective date of which was later delayed) that outlines a single comprehensive model for 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, 2017. Early adoption of the standard is permitted, 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 collectibility, sales and other taxes, non-cash consideration, contract modifications at transition, and technical corrections. The guidance is effective beginning in the first quarter of 2018, and we do not currently plan to early adopt the guidance. The guidance permits two methods of adoption, retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (modified retrospective method). We have not yet selected a transition method, and we continue to evaluate the effect that the updated standard will have on our consolidated financial condition, results of operations and cash flows; however, we do not expect adoption of the guidance to have a material impact on our financial results. We primarily earn our revenue by producing and delivering ready-mixed concrete, aggregates, and related building materials, as requested by our customers primarily through purchase orders. We generally do not have significant customer contracts and do not provide post-delivery services, such as paving or finishing. As such, adoption of the new guidance should not result in significant changes in the amount of revenue recognized or the timing of when such revenue is recognized. |
ACQUISITIONS AND DISPOSITIONS
ACQUISITIONS AND DISPOSITIONS | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
ACQUISITIONS AND DISPOSITIONS | ACQUISITIONS AND DISPOSITIONS 2016 Acquisitions During the year, we completed four acquisitions that expanded our ready-mixed concrete operations in the New York Metropolitan market for total consideration of $141.9 million . The combined assets acquired through these acquisitions included land, 10 ready-mixed concrete plants, and a fleet of 189 mixer trucks. 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. On June 24, 2016 , we completed the acquisition of the assets of Nycon Supply Corp. ("Nycon"), located in Queens, New York. On August 10, 2016 , we completed the acquisition of the assets of Jenna Concrete Corp. ("Jenna"), located in Bronx, New York. On August 22, 2016 , we completed the acquisition of the assets of Kings Ready Mix Inc. ("Kings"), located in Brooklyn, New York. In addition, on March 31, 2016 and September 13, 2016 , we acquired two individually immaterial ready-mixed concrete operations in our west Texas market for total consideration of $3.5 million . The consideration for these six acquisitions was satisfied by $125.0 million in cash, $6.1 million in payments deferred over a three -year period, $5.8 million for the estimated fair value of the working capital true up payable over a year to the former owners, the issuance of $1.0 million of credits applied against existing trade accounts receivable, 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 these acquisitions through a combination of cash on hand and borrowings under our Revolving Facility. We made changes to the preliminary purchase price allocations for the 2016 acquisitions during the year ended December 31, 2016 , primarily related to valuation of identifiable intangible assets; valuation of property, plant and equipment; and working capital adjustments. The recording of the Greco business combination is final. The recording of the Nycon, Jenna, and Kings business combinations 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. 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 Cash $ 9 Accounts receivable (1) 12,314 Inventory 1,249 Other current assets 68 Property, plant and equipment 34,918 Definite-lived intangible assets 47,012 Total assets acquired 95,570 Current liabilities 7,831 Other long-term liabilities 3,165 Total liabilities assumed 10,996 Goodwill 60,034 Total consideration (fair value) (2) $ 144,608 (1) The aggregate fair value of the acquired accounts receivable approximate the aggregate gross contractual amount as of the respective acquisition dates. (2) Deferred payments included at fair value. 2015 Acquisitions We completed eight acquisitions of ready-mixed concrete and aggregate products operations in 2015. Total consideration was $163.0 million , and potential contingent consideration was $41.9 million based on the achievement of certain volume and EBITDA thresholds. The purchase price was comprised of $139.2 million in cash, $9.9 million in payments deferred over one to 10 years, and 442,225 shares of our common stock, valued at approximately $15.1 million on the date of issuance, less a working capital receivable of $1.2 million . We funded the cash portion of the acquisitions through a combination of cash on hand and borrowings under our Revolving Facility. The combined assets acquired through these acquisitions included 22 ready-mixed concrete plants, 261 mixer trucks, a fleet of transfer trucks to transport cement and aggregates, five quarries, and a leased industrial waterfront property in the U.S. Virgin Islands to be used as a marine terminal and sales yard. See Note 12 for additional information related to contingent consideration obligations. On February 23, 2015 , we acquired the equity of Right Away Redy Mix, Inc. ("Right Away"), located in Oakland, California. On April 1, 2015 , we acquired the equity of Ferrara Bros. Building Materials Corp. ("Ferrara Bros."), located in New York, New York. On May 21, 2015 , we acquired the equity of Colonial Concrete Co. ("Colonial"), located in Newark, New Jersey. 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. 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, New Jersey, from Bicsak Brothers Realty, LLC and Wantage Stone, LLC. 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. Also included in the eight acquisitions for the year were two individually immaterial acquisitions (the "2015 Other Acquisitions") that were comprised of sand and gravel operations in our west Texas market and a ready-mixed concrete operation in the U.S. Virgin Islands. We finalized our valuations for the 2015 acquisitions during the year ended December 31, 2016 . The fair values of the assets acquired and liabilities assumed in the following 2015 Acquisitions table are final. Changes from initial measurements of fair value primarily related to valuation of property, plant, and equipment; adjustments related to determination of the conclusion of tax attributes as of the acquisition date; working capital adjustments; total consideration; valuation of identifiable intangible assets; and valuation of unfavorable lease intangibles. See Note 4 for additional information regarding the measurement period adjustments. The following table summarizes the total consideration for the 2015 acquisitions and presents the allocation of these amounts to the net tangible and intangible assets acquired and liabilities assumed based on the estimated fair values as of the respective acquisition date (in thousands). 2015 Acquisitions Cash $ 2,036 Accounts receivable (1) 22,552 Inventory 4,881 Other current assets 1,006 Property, plant and equipment 76,817 Definite-lived intangible assets 71,456 Other long-term assets 200 Total assets acquired 178,948 Current liabilities $ 18,630 Long-term deferred income tax 5,546 Other long-term liabilities 1,346 Total liabilities assumed 25,522 Goodwill 33,079 Total consideration (fair value) (2) $ 186,505 (1) The aggregate fair value of the acquired accounts receivable was $22.6 million , with an aggregate gross contractual amount of $27.1 million , as of the respective acquisition dates. Amounts not expected to be collected were $4.5 million of the acquired accounts receivable, as of the respective acquisition dates. (2) Deferred payments, potential earn-outs, and potential incentive awards included at fair value. (See Note 12) Acquired Intangible Assets and Goodwill Intangible assets acquired in 2016 and 2015 totaling $118.5 million consisted of customer relationships, trade names, non-compete agreements, leasehold interests, a favorable contract, and backlog. The amortization period of these intangible assets range from one year to 25 years. The major classes of intangible assets acquired in the 2016 and 2015 acquisitions were as follows (in thousands): Weighted Average Amortization Period (In Years) Fair Value At Acquisition Date Customer relationships 6.80 $ 56,119 Trade names 22.56 $ 39,726 Non-competes 5.35 8,235 Leasehold interests 8.45 9,098 Favorable contract 3.50 3,650 Backlog 1.00 1,640 Total $ 118,468 As of December 31, 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, 2017 $ 15,201 2018 14,646 2019 13,203 2020 12,432 2021 11,276 Thereafter 34,899 Total $ 101,657 Unfavorable lease intangibles with a gross carrying amount of $1.5 million and a net carrying amount of $1.3 million as of December 31, 2016 are included in other non-current liabilities in the accompanying condensed consolidated balance sheets. These unfavorable lease intangibles are amortized over their remaining lease terms at the time of acquisition ranging from 4.75 to 10 years. These unfavorable lease intangibles have a weighted average remaining life of 5.73 years. During the year ended December 31, 2016 , we recorded $10.9 million of amortization expense related to these intangible assets and unfavorable lease intangibles. During the year ended December 31, 2016 , we recognized $0.1 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 our 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 primarily to our ready-mixed concrete reportable segment. See Note 4 for the allocation of goodwill from our 2016 and 2015 acquisitions to our segments. We generally expect all but $10.7 million of the goodwill from the 2016 and 2015 acquisitions to be deductible for tax purposes. See Note 15 for additional information regarding income taxes. Actual and Pro Forma Impact of Acquisitions We recorded approximately $274.2 million of revenue and $11.5 million of income from operations in our consolidated results of operations for the year ended December 31, 2016 related to the 2016 and 2015 acquisitions following their respective dates of acquisition. We recorded approximately $131.9 million of revenue and $7.5 million of income from operations in our consolidated results of operations for the year ended December 31, 2015 related to the 2015 acquisitions following their respective dates of acquisition. 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 and the two 2016 individually immaterial acquisitions in west Texas described above, as historical financial results for these operations were not material and were impractical to obtain from the former owners. All other acquisitions have been included and represent our estimate of the results of operations for the years ended December 31, 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): For the Year Ended December 31, (unaudited) 2016 2015 Revenue from continuing operations $ 1,258,912 $ 1,190,088 Net income (loss) $ 23,853 $ (1,128 ) Income (loss) per share, basic $ 1.58 $ (0.08 ) Income (loss) per share, diluted $ 1.47 $ (0.08 ) 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 2016 acquisitions occurred on January 1, 2015 and the 2015 acquisitions occurred on January 1, 2014. The unaudited pro forma net income (loss) and net income (loss) per share amounts above reflect the following adjustments: Year Ended December 31, 2016 2015 Increase in intangible amortization expense $ (3,835 ) $ (9,552 ) Decrease in depreciation expense — 231 Exclusion of buyer transaction costs 1,791 1,161 Exclusion of seller transaction costs — 46 Exclusion of pension expense for pension plan acquired — 212 Exclusion of segment results for segment not acquired — (99 ) Increase in interest expense (163 ) (770 ) Decrease in income tax expense 5,405 439 The unaudited pro forma results do not reflect any operational efficiencies or potential cost savings that may occur as a result of consolidation of the operations. Sale of Pennsylvania Precast Operations On June 2, 2015, we sold the fixed assets and inventory and assigned all open contracts associated with our remaining precast concrete operation in Pennsylvania, to Architectural Precast Innovations, Inc. for net proceeds of $0.3 million in cash and a $1.2 million promissory note, net of a $0.1 million discount. Note repayments are due quarterly for a term of two years with an effective interest rate of 3.19% . This sale represented the final divestiture of the Company's owned assets related to precast concrete operations. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONS As disclosed in Note 2, in June 2015, we completed the sale of substantially all of the assets associated with our remaining precast concrete operation in Pennsylvania. We sold the operation's fixed assets and inventory for net proceeds of $0.3 million in cash and a promissory note of $1.2 million , net of a $0.1 million discount, and recorded a pre-tax loss on the transaction of $0.2 million . The pre-tax loss was included in discontinued operations in our consolidated statements of operations for 2015. During 2014, we completed the sale of our remaining owned assets related to our California precast operations disposed of in 2012. We sold land and a building for net proceeds of $1.5 million in cash and recorded a pre-tax gain on the transaction of $0.6 million . Also in 2014, we recorded an impairment loss on long-lived assets of $0.9 million related to our Pennsylvania precast concrete operation as the carrying value exceeded the net realizable value of the related long-lived assets. The pre-tax gain on disposal of assets and the loss on impairment of long-lived assets were included in discontinued operations for the year ended December 31, 2014 . We have presented the results of operations for these units for all periods as discontinued operations in our consolidated statements of operations. The results of these discontinued operations were as follows (in thousands): Year Ended December 31, 2016 2015 2014 Revenue $ 48 $ 5,523 $ 8,920 Operating expenses, excluding DD&A, and other income (1,200 ) (5,830 ) (9,481 ) Loss from discontinued operations (1,152 ) (307 ) (561 ) (Loss) gain on disposal of assets — (193 ) 640 Loss on impairment of long-lived assets — — (900 ) Loss from discontinued operations, before income taxes (1,152 ) (500 ) (821 ) Income tax (benefit) expense (435 ) (180 ) 172 Loss from discontinued operations $ (717 ) $ (320 ) $ (993 ) Cash flows from operating activities included operating cash flows used in discontinued operations of $0.5 million , $0.4 million , and $1.5 million for the years ended December 31, 2016, 2015, and 2014, respectively. Cash flows from investing activities included investing cash flows provided by discontinued operations of $0.5 million , $0.4 million , and $1.5 million , for the years ended December 31, 2016, 2015, and 2014, respectively. |
GOODWILL AND INTANGIBLE ASSETS,
GOODWILL AND INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS, NET | GOODWILL AND INTANGIBLE ASSETS, NET Goodwill We completed our annual assessment of goodwill impairment during the fourth quarter of 2016 for those units with goodwill as of October 1, 2016 , and there was no impairment. The results of the first step of the annual impairment tests indicated that the fair values of our operating reporting units with goodwill exceeded their carrying values. Our fair value estimates were determined using estimates and assumptions that we believed were reasonable at the time, including assumptions regarding future operating results for businesses that we have recently acquired. Such estimates and assumptions are subject to inherent uncertainty. Actual results may differ materially from those estimates. Changes in the assumptions or estimates used in the impairment test with respect to a reporting unit or its prospects, which may result from a change in market conditions, market trends, interest rates or other factors outside of our control, or significant underperformance relative to historical or projected future operating results, could significantly impact the calculated fair value of the reporting units, which could result in an impairment charge in the future. The changes in goodwill by reportable segment from December 31, 2014 to December 31, 2016 were as follows (in thousands): Ready-mixed Concrete Segment Aggregate Products Segment Other Non-Reportable Segments Total Balance at December 31, 2014 $ 47,757 $ — $ 3,000 $ 50,757 2015 acquisitions 46,062 13,984 — 60,046 Measurement period adjustments for prior year business combinations (1) (10,861 ) — 262 (10,599 ) Balance at December 31, 2015 82,958 13,984 3,262 100,204 2016 acquisitions (2) 60,034 — — 60,034 Measurement period adjustments for prior year business combinations (3) (15,477 ) (11,490 ) — (26,967 ) Balance at December 31, 2016 $ 127,515 $ 2,494 $ 3,262 $ 133,271 (1) The measurement period adjustments were primarily related to $4.3 million of property, plant, and equipment and $8.7 million of definite-lived and indefinite-lived intangible assets for the 2014 acquisitions. (2) The measurement period adjustments for 2016 acquisitions recorded during the year primarily included $23.4 million of definite-lived intangible assets and $16.6 million of property, plant, and equipment. (See Note 2) (3) The measurement period adjustments to our valuations of the 2015 acquisitions as of December 31, 2015 were primarily $21.3 million of property, plant, and equipment and $5.0 million definite-lived intangible assets offset by $1.2 million of unfavorable lease intangibles. (See Note 2) Intangible Assets Our purchased intangible assets were as follows (in thousands) as of December 31, 2016 and 2015 : December 31, 2016 Gross Accumulated Amortization Net Weighted Average Remaining Life (in years) Definite-lived intangible assets Customer relationships $ 82,174 $ (16,414 ) $ 65,760 5.97 Trade names 44,456 (4,948 ) 39,508 20.20 Non-competes 16,862 (5,160 ) 11,702 3.81 Leasehold interests 12,480 (1,693 ) 10,787 7.46 Favorable contract 3,650 (1,912 ) 1,738 1.67 Backlog 1,640 (1,640 ) — 0.00 Total definite-lived intangible assets 161,262 (31,767 ) 129,495 10.19 Indefinite-lived intangible assets Land rights (1) 1,478 — 1,478 Total purchased intangible assets $ 162,740 $ (31,767 ) $ 130,973 (1) Land rights acquired in the Custom-Crete acquisition 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 Custom-Crete acquisition will be reclassified to property, plant and equipment upon the division of certain shared properties and settlement of the associated deferred payment. As of December 31, 2016 , the estimated remaining amortization of our definite-lived intangible assets was as follows (in thousands): Year Ending December 31, 2017 $ 20,697 2018 20,114 2019 18,272 2020 16,080 2021 14,658 Thereafter 39,674 Total $ 129,495 Also included in other non-current liabilities in our balance sheet were unfavorable lease intangibles with a gross carrying amount of $1.5 million and a net carrying amount of $1.3 million as of December 31, 2016 . These unfavorable lease intangibles are amortized over their remaining lease terms at the time of acquisition ranging from 4.75 to 10 years. These unfavorable lease intangibles have a weighted average life of 5.73 years. We recorded $16.5 million , $11.2 million and $2.1 million of amortization expense for our definite-lived intangible assets and unfavorable lease intangible for the years ended December 31, 2016 , 2015 and 2014 , respectively, in our consolidated statements of operations. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventory as of December 31, 2016 and 2015 consisted of the following (in thousands): December 31, 2016 2015 Raw materials $ 38,752 $ 33,792 Building materials for resale 1,923 1,736 Other 1,304 1,198 $ 41,979 $ 36,726 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment, net as of December 31, 2016 and 2015 consisted of the following (in thousands): December 31, 2016 2015 Land and mineral deposits $ 93,302 $ 69,265 Buildings and improvements 25,932 17,198 Machinery and equipment 167,804 131,209 Mixers, trucks and other vehicles 168,747 117,448 Other 1,322 227 Construction in progress 17,934 15,255 475,041 350,602 Less: accumulated depreciation and depletion (137,629 ) (102,479 ) $ 337,412 $ 248,123 As of December 31, 2016 and 2015 , the net carrying amounts of mineral deposits were $35.2 million and $28.1 million , respectively. As of December 31, 2016 and 2015 , gross assets recorded under capital leases, consisting primarily of drum mixer trucks, were $49.5 million and $20.5 million , respectively, and accumulated amortization was $4.2 million and $1.3 million , respectively. We recorded $38.3 million , $32.4 million and $21.8 million of depreciation and depletion expense on our property, plant and equipment for the years ended December 31, 2016 , 2015 and 2014 , respectively, which is included in our consolidated statements of operations. |
ALLOWANCE FOR DOUBTFUL ACCOUNTS
ALLOWANCE FOR DOUBTFUL ACCOUNTS AND CUSTOMER DISPUTES | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
ALLOWANCE FOR DOUBTFUL ACCOUNTS AND CUSTOMER DISPUTES | ALLOWANCE FOR DOUBTFUL ACCOUNTS AND CUSTOMER DISPUTES Activity in our allowance for doubtful accounts and customer disputes consisted of the following (in thousands): December 31, 2016 2015 Balance, beginning of period $ 6,125 $ 3,726 Provision for doubtful accounts and customer disputes 2,966 4,198 Uncollectible receivables written off, net of recoveries (3,131 ) (1,799 ) Balance, end of period $ 5,960 $ 6,125 |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | ACCRUED LIABILITIES Our accrued liabilities were as follows (in thousands): December 31, 2016 2015 Accrued materials $ 20,349 $ 22,428 Accrued compensation and benefits 16,553 15,024 Accrued insurance reserves 15,206 15,341 Accrued property, sales and other taxes 11,829 14,916 Deferred consideration 9,227 4,774 Contingent consideration, current portion 2,418 2,635 Accrued interest 2,217 1,500 Deferred rent 2,232 1,838 Other 5,212 7,398 $ 85,243 $ 85,854 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT A summary of the outstanding amounts of our debt and capital leases as of December 31, 2016 and 2015 was as follows (in thousands): December 31, 2016 2015 6.375% Senior unsecured notes due 2024 (1) $ 400,000 $ — 8.5% Senior secured notes due 2018 — 200,000 Senior secured credit facility — 45,000 Capital leases 37,860 16,555 Other financing 20,248 20,194 Debt issuance costs (8,810 ) (6,149 ) Total debt 449,298 275,600 Less: current maturities (16,654 ) (9,386 ) Long-term debt, net of current maturities $ 432,644 $ 266,214 (1) The effective interest rate for these notes as of December 31, 2016 was 6.62% . As of December 31, 2016 , the principal amounts due under our debt agreements for the next five years and thereafter were as follows (in thousands): Year Ending December 31, 2017 $ 16,654 2018 16,131 2019 13,229 2020 9,251 2021 2,768 Thereafter 400,075 $ 458,108 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 debt issuance 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 Parent 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 23. 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 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 debt issuance 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"). The Second A/R Loan Agreement provides us with the Revolving Facility of up to $250.0 million . The Second A/R Loan Agreement also includes an accordion feature that allows for increases in the total revolving commitments by as much as $100.0 million . The maturity date of the Revolving Facility is November 18, 2020. As of December 31, 2016 , we had no outstanding borrowings on the Second A/R Loan Agreement and we had $12.6 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 December 31, 2016 increased to $221.3 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 lesser 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, and (b) (i) 90% of the face amount of eligible accounts receivable (reduced to 85% under certain circumstances), plus (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, plus (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, plus (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 (v) the Availability Reserve and minus (vi) 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 pursuant to this clause (b), 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 December 31, 2016 , our fixed charge coverage ratio was 2.86 to 1.0. As of December 31, 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 We have 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 $19.9 million , with fixed annual interest rates ranging from 2.50% to 4.86% , payable monthly for terms ranging from less than one to five years. We have leasing agreements with various other lenders for the purchase of mixer trucks and other machinery and equipment for a total principal amount of $37.9 million , with fixed annual interest rates ranging from less than 0.01% to 5.24% , payable monthly for terms ranging from two to five years. The lease terms include one dollar buyout options at the end of the lease terms. Accordingly, these financings have been classified as capital leases. The current portion of capital leases included in current maturities of long-term debt was $9.8 million and $4.0 million as of December 31, 2016 and 2015 , respectively. The weighted average interest rate of our capital leases and other financings was 3.11% as of December 31, 2016 and 3.07% as of December 31, 2015 . |
DERIVATIVES
DERIVATIVES | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVES | DERIVATIVES General On August 31, 2010 (the "Effective Date"), we issued warrants to acquire common stock in two tranches: Class A Warrants to purchase an aggregate of approximately 1.5 million shares of common stock at an exercise price of $22.69 per share, and Class B Warrants to purchase an aggregate of approximately 1.5 million shares of common stock at an exercise price of $26.68 per share (collectively, the "Warrants"). In accordance with ASC 815 - Derivatives and Hedging ("ASC 815"), we are required to account for the Warrants as derivative instruments. None of our derivative contracts manage business risk or are executed for speculative purposes. The following table presents the fair value of our derivative instruments (in thousands) as of December 31, 2016 and 2015 : Fair Value December 31, Derivative Instruments Not Designated as Balance Sheet Location 2016 2015 Warrants Derivative liabilities $ 57,415 $ 67,401 The following table presents the effect of derivative instruments (in thousands) on our consolidated statements of operations for the years ended December 31, 2016 , 2015 , and 2014 , excluding income tax effects: Year Ended December 31, Derivative Instruments Not Designated as Location of Loss 2016 2015 2014 Warrants Derivative loss $ (19,938 ) $ (60,016 ) $ (3,556 ) Warrant volume positions are presented as the number of shares underlying the instruments. The table below presents our volume positions (in thousands) as of December 31, 2016 , 2015 , and 2014 : Number of Shares December 31, Derivative Instruments Not Designated as Hedging Instruments under ASC 815 2016 2015 2014 Warrants 1,395 2,361 2,999 We do not have any derivative instruments with credit features requiring the posting of collateral in the event of a credit downgrade or similar credit event. |
OTHER LONG-TERM OBLIGATIONS AND
OTHER LONG-TERM OBLIGATIONS AND DEFERRED CREDITS | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
OTHER LONG-TERM OBLIGATIONS AND DEFERRED CREDITS | OTHER LONG-TERM OBLIGATIONS AND DEFERRED CREDITS Other long-term obligations and deferred credits are comprised primarily of contingent consideration obligations entered into with the former owners of acquired companies from 2012 through 2016 with initial terms ranging from two to six years, ending in 2021. Our contingent consideration obligations are tied to varying thresholds of pre-determined sales volumes, West Texas Intermediate crude oil ("WTI") prices for the applicable year, and EBITDA and are recorded at their fair value (see Note 12). As of December 31, 2016 and 2015 , our long-term contingent consideration obligations were $29.9 million and $27.5 million , respectively, and reflect the portion we expect to pay beyond one year of the balance sheet date. Our long-term deferred payment arrangements with the former owners of acquired companies ranged in initial terms from one to ten years, ending in 2025. As of December 31, 2016 and 2015 , our long-term deferred payment obligations were $7.8 million and $5.3 million , respectively, and reflect the portion we expect to pay beyond one year of the balance sheet date. The remaining other long-term obligations and deferred credits balances consist primarily of our unrecognized tax benefits and related accrued interest and penalties (see Note 15). |
FAIR VALUE DISCLOSURES
FAIR VALUE DISCLOSURES | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE DISCLOSURES | FAIR VALUE DISCLOSURES Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. Accounting guidance 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 independent sources. 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 December 31, 2016 and 2015 (in thousands): As of December 31, 2016 Total Level 1 Level 2 Level 3 Derivative – Warrants $ 57,415 $ — $ 57,415 $ — Contingent consideration, including current portion (1) (2) (3) (4) (5) 32,212 — — 32,212 $ 89,627 $ — $ 57,415 $ 32,212 As of 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) 30,119 — — 30,119 $ 97,520 $ — $ 67,401 $ 30,119 (1) The current portion of contingent consideration is included in accrued liabilities in our consolidated balance sheets. The long-term portion of contingent consideration is included in other long-term obligations and deferred credits in our 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 $1.4 million as of December 31, 2016 and $3.5 million as of December 31, 2015 . (3) 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 annual sales volume milestones, using a discount rate of 8.50% . The fair value of the Right Away Earn-out was $3.9 million and $4.7 million as of December 31, 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 December 31, 2016 and December 31, 2015 , respectively. (4) 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 annual EBITDA thresholds, using a discount rate of 8.75% and 10.53% as of December 31, 2016 and December 31, 2015 , respectively. The fair value of the Ferrara Bros. Contingent Consideration was $26.3 million and $21.2 million as of December 31, 2016 and December 31, 2015 , respectively. The Ferrara Bros. Contingent Consideration payments were capped at $35.0 million as of both December 31, 2016 and 2015 . (5) 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 probability-weighted assumptions related to the achievement of sales volume milestones, using a discount rate of 15.75% as both December 31, 2016 and December 31, 2015 . The fair value of the DuBrook Earn-out was $0.6 million and $0.7 million as of December 31, 2016 and December 31, 2015 , respectively. 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 December 31, 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 December 31, 2016 , observable market data existed for all of the key inputs in determining the fair value of our Warrants. A reconciliation of the changes in Level 3 fair value measurements is as follows for December 31, 2016 and 2015 (in thousands): Warrants Contingent Consideration Balance at December 31, 2014 $ 25,246 $ 5,344 Acquisitions (1) — 25,707 Total losses included in earnings (2) 19,551 932 Payment on contingent consideration — (1,864 ) Write-off of derivative on exercised Warrants (3) (4 ) — Issuances of equity, net of cash proceeds (4) (56 ) — Transfer out (5) (44,737 ) — Balance at December 31, 2015 — 30,119 Acquisitions (1) (6) — 15 Total losses included in earnings (2) — 5,225 Payment on contingent consideration — (3,147 ) Balance at December 31, 2016 $ — $ 32,212 (1) The liabilities for 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 contingent consideration associated with one of the 2015 Other Acquisitions were valued using a discounted cash flow technique. Inputs into the models 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 included discount rates ranging from 3.50% to 15.75% , a forecasted average of WTI prices from December 8, 2014 through December 7, 2016 from quoted sources, and management's estimates of future sales volumes and EBITDA. (2) Represents the loss on revaluation of Warrants from January 1, 2015 through June 30, 2015, which is included in derivative loss in our consolidated statements of operations, and the net loss on revaluation of contingent consideration, which is included in loss on revaluation of contingent consideration in our consolidated statements of operations. We recorded a net loss on revaluation of contingent consideration of $5.2 million in the year ended December 31, 2016 , as a result of the accretion of interest for the passage of time, change in the discount rates, as well as changes in the probability-weighted assumptions related to the achievement of sales volumes and certain EBITDA thresholds. We recognized a net loss on revaluation of contingent consideration of $0.9 million in the year ended December 31, 2015 . (3) Represents the pro rata portion of the derivative liability associated with exercised Warrants from January 1, 2015 through June 30, 2015 and measured at the date of share issuance, which is included in derivative loss in our consolidated statements of operations. (4) Represents the pro rata portion of the derivative liability associated with exercised Warrants from January 1, 2015 through June 30, 2015 and measured at the date of share issuance, which is included in additional paid-in capital in our consolidated balance sheets. (5) Transfer out of Level 3 financial liabilities was due to changes in the observability of market inputs used in the valuation of our Warrants. The transfer was measured as of June 30, 2015, the end of the period in which the transfer occurred. (6) Represents the fair value of the contingent consideration associated with one of the 2015 Other Acquisitions. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | STOCKHOLDERS’ EQUITY Common Stock and Preferred Stock The following table presents information regarding U.S. Concrete’s common stock (in thousands): December 31, 2016 2015 Shares authorized 100,000 100,000 Shares outstanding at end of period 15,696 14,871 Shares held in treasury 888 842 There was no preferred stock issued or outstanding as of December 31, 2016 and 2015 . Common Stock Issuance During the third quarter of 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 one of the 2016 acquisitions (see Note 2). During the second quarter of 2015, we issued 442,225 shares of common stock valued at approximately $15.1 million on the date of issuance as part of the consideration for one of the 2015 acquisitions (see Note 2). Share Repurchase Program In May 2014, our Board authorized a program to repurchase up to $50.0 million of our outstanding common stock (the "Share Repurchase Program") until the earlier of March 31, 2017, or a determination by the Board to discontinue the repurchase program. We made no repurchases of our common stock during the year ended December 31, 2016 and 2015 under the Share Repurchase Program. Treasury Stock Employees may elect to satisfy their tax obligations on the vesting of their equity awards 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 during the year ended December 31, 2016 , at a total value of approximately $2.9 million , and approximately 145,000 shares during the year ended December 31, 2015 , at a total value of approximately $6.3 million . We accounted for the withholding of these shares as treasury stock. |
WARRANTS
WARRANTS | 12 Months Ended |
Dec. 31, 2016 | |
Warrants and Rights Note Disclosure [Abstract] | |
WARRANTS | WARRANTS The Warrants were issued to holders of our predecessor common stock pro rata based on a holder’s stock ownership as of the Effective Date as defined in Note 10. The Warrants may be exercised on a cash or net issuance basis. The Warrants are included in derivative liabilities on the consolidated balance sheets (see Note 10) and are recorded at their fair value (see Note 12). 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 17). The Warrants are classified as a current liability on the consolidated balance sheets as they can be exercised by the holders at any time. As of December 31, 2016 , there were 0.8 million of Class A Warrants and 0.6 million of Class B Warrants outstanding. The Warrants expire on August 31, 2017. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Our consolidated federal and state income tax returns include the results of operations of acquired businesses from their dates of acquisition. A reconciliation of our effective income tax rate to the amounts calculated by applying the federal statutory corporate tax rate of 35% is as follows (in thousands): Year Ended December 31, 2016 2015 2014 Tax expense (benefit) at statutory rate $ 10,755 35.0 % $ (1,510 ) 35.0 % $ 8,306 35.0 % Add (deduct): Rates different from statutory 621 2.0 (165 ) 3.8 — — State income taxes 1,429 4.6 (2,322 ) 53.8 2,792 11.8 Nondeductible items 496 1.6 511 (11.8 ) 1,304 5.5 Unrecognized tax benefit relating to Warrants 7,534 24.5 21,006 (486.8 ) 1,245 5.2 Valuation allowance 852 2.8 (21,057 ) 487.9 (10,992 ) (46.3 ) Unrecognized tax benefit — — 390 (9.0 ) 369 1.5 Derivatives and note discount — — — — (911 ) (3.8 ) Capital loss carryforward expiration — — 3,485 (80.8 ) — — Depletion — — (47 ) 1.1 — — Other (536 ) (1.7 ) 488 (11.3 ) 43 0.2 Income tax expense from continuing operations $ 21,151 68.8 % $ 779 (18.1 )% $ 2,156 9.1 % The amounts of our consolidated federal and state income tax expense (benefit) from continuing operations were as follows (in thousands): Year Ended December 31, 2016 2015 2014 Current: U.S. Federal $ 1,987 $ 10,685 $ 487 U.S. State 2,352 2,716 1,674 Non-U.S. 26 (43 ) — 4,365 13,358 2,161 Deferred: U.S. Federal $ 15,464 $ (8,031 ) $ (5 ) U.S. State 1,946 (4,611 ) — Non-U.S. (624 ) 63 — 16,786 (12,579 ) (5 ) Income tax expense from continuing operations $ 21,151 $ 779 $ 2,156 Income tax expense (benefit) was allocated between continuing operations and discontinued operations as follows (in thousands): Year Ended December 31, 2016 2015 2014 Continuing operations $ 21,151 $ 779 $ 2,156 Discontinued operations (435 ) (180 ) 172 Income tax expense $ 20,716 $ 599 $ 2,328 Deferred income tax provisions result from temporary differences in the recognition of expenses for financial reporting purposes and for tax reporting purposes. We present the effects of those differences as deferred income tax liabilities and assets, as follows (in thousands): December 31, 2016 2015 Deferred tax assets: Goodwill and other intangibles $ 5,748 $ 4,165 Receivables 1,559 1,705 Inventory 4,303 4,114 Accrued insurance 5,872 5,170 Depletion — 366 Deferred revenue 4 358 Stock compensation 1,626 769 Charitable contribution carryover — — Other accrued expenses 7,288 7,465 Capital loss carryforward expiration — — Net operating loss carryforwards 5,914 5,699 Other 3,595 2,024 Total gross deferred tax assets 35,909 31,835 Valuation allowance (4,983 ) (4,131 ) Net deferred tax assets 30,926 27,704 Deferred income tax liabilities: Property, plant and equipment, net (38,544 ) (21,678 ) Depletion (38 ) — Total gross deferred tax (liabilities) (38,582 ) (21,678 ) Net deferred tax (liability) asset $ (7,656 ) $ 6,026 The allocation of deferred taxes between current and long-term as of December 31, 2016 and 2015 was as follows (in thousands): December 31, 2016 2015 Long-term deferred tax asset, net $ — $ 6,026 Long-term deferred tax liability, net (7,656 ) — Net deferred tax (liability) asset $ (7,656 ) $ 6,026 In accordance with U.S. GAAP, the recognized value of deferred tax assets must be reduced to the amount that is more likely than not to be realized in future periods. The ultimate realization of the benefit of deferred tax assets from deductible temporary differences or tax carryovers depends on the generation of sufficient taxable income during the periods in which those temporary differences become deductible. We considered the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on these considerations, we relied upon the reversal of certain deferred tax liabilities to realize a portion of our deferred tax assets and established valuation allowances as of December 31, 2016 and 2015 in the amount of $5.0 million and $4.1 million , respectively, for other deferred tax assets because of uncertainty regarding their ultimate realization. Our total net deferred tax liability as of December 31, 2016 was $7.7 million and our total net deferred tax asset as of December 31, 2015 was $6.0 million , respectively. We record changes in the fair value of our Warrant derivative each quarterly period in accordance with U.S. GAAP, which results in non-cash income or loss each period. We do not recognize this income or loss for purposes of calculating our tax provision; instead it is treated as an unrecognized tax benefit. Further, exercises of the Warrants are treated as an unrecognized tax benefit for purposes of calculating our tax provision. For the years ended December 31, 2016 and 2015, our tax provision excluded $7.5 million and $22.5 million , respectively, related to this unrecognized tax benefit for federal and state tax purposes. There was no tax effect to our tax provision in 2014 related to the Warrants due to a full valuation allowance on our deferred tax assets through the third quarter of 2015. As of each reporting date, management considers all new evidence, both positive and negative, that could impact management's view with regard to future realization of deferred tax assets. As of December 31, 2015, we achieved a history of positive pre-tax income and anticipated significant additional future pre-tax income to be generated, in part from our acquired businesses, which would result in higher U.S. Federal taxable income. For these reasons, management determined that sufficient positive evidence existed as of December 31, 2015 to conclude that it was more likely than not that additional deferred taxes of $21.1 million were realizable, and therefore, reversed a majority of the valuation allowance accordingly. Under U.S. tax law, we have elected to treat our U.S. Virgin Island subsidiaries as controlled foreign corporations. As such, we would normally consider the undistributed earnings of our U.S. Virgin Island subsidiaries, if any, to be indefinitely reinvested and, accordingly, we would not record incremental U.S. income taxes thereon. As of December 31, 2016 , our U.S. Virgin Islands subsidiaries had no undistributed earnings due to recent losses. However, we have not nor do we currently anticipate, in the foreseeable future, the need to repatriate funds to the United States to satisfy domestic liquidity needs arising in the ordinary course of business, including liquidity needs associated with our domestic debt service requirements. At December 31, 2016 , we had unrecognized tax benefits of $43.1 million which, if recognized, would impact the effective tax rate. It is unlikely a reduction of unrecognized tax benefits will occur within the next 12 months. The unrecognized tax benefits relating to amounts taken or expected to be taken in 2016 and prior tax returns are included as a component of other long-term obligations. During the years ended December 31, 2016 , 2015 and 2014, we recorded interest and penalties related to unrecognized tax benefits of $0.1 million , $0.1 million and less than $0.1 million , respectively, which are included in income tax expense in our consolidated statement of operations. Total accrued penalties and interest at December 31, 2016 and 2015 was approximately $0.5 million and $0.3 million , respectively. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Year Ended December 31, 2016 2015 2014 Unrecognized tax benefits at January 1 $ 35,014 $ 12,098 $ 10,711 Additions for tax positions related to current year 8,088 22,916 1,715 Additions for tax positions related to prior years — — 100 Reductions due to lapse of statute of limitations — — (63 ) Settlements — — (365 ) Unrecognized tax benefits at December 31 $ 43,102 $ 35,014 $ 12,098 We recorded an unrecognized tax position in 2016 and 2015 of $7.5 million and $22.5 million , respectively, related to the Warrants, due to uncertainty about their deductibility for federal and state income tax purposes. Approximately $39.8 million and $30.9 million , respectively, of our unrecognized tax benefits as of December 31, 2016 and 2015 relate to the Warrants. We conduct business domestically and, as a result, U.S. Concrete, Inc. or one or more of our subsidiaries file income tax returns in the U.S. federal jurisdiction and various state and local jurisdictions. In the normal course of business, we are subject to examination in the U.S. federal jurisdiction, and generally in state jurisdictions. With few exceptions, we are no longer subject to U.S. federal, state and local tax examinations for years before 2013. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION We grant stock-based compensation awards to management, employees and non-employee directors under the U.S. Concrete, Inc. Long Term Incentive Plan (the "LTI Plan"). As of December 31, 2016 , there were 0.7 million shares remaining for future issuance under the LTI Plan. Stock-based compensation may include stock options, stock appreciation rights, restricted stock awards, restricted stock units, cash-settled equity awards, and performance awards. Stock-Based Compensation Cost Stock-based compensation cost is measured at the grant date based on the calculated fair value of the award. The expense is recognized on a straight-line basis over the employee’s requisite service period, generally the vesting period of the award or, for performance-based awards, over the derived service period. We have elected to use the long-form method of determining our pool of windfall tax benefits as prescribed under authoritative accounting guidance. For the years ended December 31, 2016 , 2015 , and 2014 , we recognized stock-based compensation expense related to restricted stock, restricted stock units and stock options of $7.1 million , $5.8 million , and $3.7 million , respectively, with a net tax-effected excess tax benefit recognized in 2016 and 2015 in the amount of $3.8 million and $5.0 million , respectively. There was no related excess tax benefit recognized in 2014. Stock-based compensation expense is reflected in selling, general and administrative expenses in our consolidated statements of operations. As of December 31, 2016 , we had approximately $6.3 million of unrecognized stock-based compensation expense, which we expect to recognize over a weighted-average period of approximately 0.9 years . Restricted Stock Units Restricted stock units generally vest over a one to three year period on a quarterly basis. Restricted stock units are subject to restrictions on transfer and certain conditions to vesting. These restricted stock units are not considered outstanding shares of our common stock. Restricted stock unit activity for the year ended December 31, 2016 was as follows (units in thousands): Number Weighted- Unvested restricted stock units outstanding at beginning of period 16 $ 50.11 Granted 17 46.07 Vested (16 ) 50.11 Forfeited — — Unvested restricted stock units outstanding at end of period 17 $ 46.07 During 2016 , 2015 , and 2014 , the weighted-average grant date fair value of restricted stock units granted was $46.07 , $50.11 and $25.57 per share, respectively. The fair value was determined based upon the closing price of our common stock on the Nasdaq Capital Market on the date of grant. During 2016 , 2015 , and 2014 , the total fair value of restricted stock units vested was $0.8 million , $0.6 million and $0.6 million , respectively. Compensation expense associated with awards of restricted stock units was $0.8 million , $0.6 million and $0.6 million for the years ended December 31, 2016 , 2015 , and 2014 , respectively. Restricted Stock Awards Restricted stock awards are subject to restrictions on transfer and certain conditions to vesting. The restricted stock awards issued to date consist of a 60% time-vested component and a 40% stock performance hurdle component. The time-vested component vests annually over a two or three year period. The stock performance hurdle component triggers vesting upon our stock price reaching certain thresholds. During the restriction period, the holders of restricted stock are entitled to vote and receive dividends, thus these awards are included in our outstanding shares of common stock. Restricted stock award activity for the year ended December 31, 2016 was as follows (shares in thousands): Number Weighted- Unvested restricted stock awards outstanding at beginning of period 216 $ 28.75 Granted 181 47.59 Vested (137 ) 29.34 Forfeited (24 ) 42.19 Unvested restricted stock awards outstanding at end of period 236 $ 41.51 During 2016 , 2015 , and 2014 , the weighted-average grant date fair value of restricted stock awards granted was $47.59 , $30.50 and $21.11 per share, respectively. The fair value of restricted stock awards subject only to time-vesting restrictions was determined based upon the closing price of our common stock on the date of grant. The fair value of restricted stock awards subject to market performance hurdles was determined utilizing a Monte Carlo financial valuation model. Compensation expense determined utilizing the Monte Carlo simulation is recognized regardless of whether the common stock reaches the defined thresholds. The range of assumptions used to estimate the fair value of performance-based restricted stock awards granted during the years ended December 31, 2016 , 2015 , and 2014 were as follows: Year Ended December 31, 2016 2015 2014 Expected term (years) 0.50 - 0.80 0.70 - 1.00 0.08 - 1.08 Expected volatility 36.9% 36.7% 38.6% - 42.6% Risk-free interest rate 1.09% 0.93% 0.87% - 1.17% Vesting Price (1) $64.00 - $71.25 $43.00 - $48.00 $29.43 - $35.60 Weighted-average grant date fair value per share $36.64 - $41.85 $21.47 - $24.94 $14.18 - $26.42 (1) The vesting price is the average of the daily volume-weighted average share price of U.S. Concrete's common stock over any period of 20 consecutive trading days within the three -year period beginning on the date of grant. During 2016 , 2015 , and 2014 , the total fair value of restricted stock awards vested was $4.0 million , $5.9 million and $1.5 million , respectively. Compensation expense associated with restricted stock awards under our incentive compensation plan was $6.3 million , $5.2 million and $3.1 million for the years ended December 31, 2016 , 2015 , and 2014 , respectively. During 2015, we modified the terms of certain of our restricted stock awards issued during 2015, 2014, and 2013, resulting in the accelerated vesting of the time-vested component. The incremental compensation expense associated with the modification of these restricted stock awards was $0.2 million for 2015. Stock Options Proceeds from the exercise of stock options are credited to common stock at par value, and the excess is credited to additional paid-in capital. We estimated the fair value of each of our stock option awards on the date of grant using a Black-Scholes option pricing model. We determined the expected volatility using the historical and implied volatilities of a peer group of companies given the limited trading history of our common stock at the time. For each option awarded, the risk-free interest rate was based on the U.S. Treasury yield in effect at the time of grant for periods corresponding with the expected life of the option. The expected life of an option represents the weighted average period of time that an option grant is expected to be outstanding, giving consideration to its vesting schedule and historical exercise patterns. There were no stock option grants in 2016 , 2015 or 2014 . Options outstanding at December 31, 2016 relate to grants prior to 2013. Compensation expense related to stock options was less than $0.1 million during the year ended December 31, 2014 . There was no compensation expense related to stock options for the years ended December 31, 2016 and 2015 . Stock option activity for the year ended December 31, 2016 was as follows (shares in thousands): Number Weighted- Options outstanding at beginning of year 31 $ 17.32 Granted — — Exercised (6 ) 17.70 Forfeited and expired — — Options outstanding at end of year 25 $ 17.23 Options exercisable at end of year 25 $ 17.23 The total intrinsic value of stock options exercised during the years ended December 31, 2016 , 2015 , and 2014 was $0.3 million , $0.5 million , and $0.2 million , respectively. The following table summarizes information about stock options outstanding as of December 31, 2016 (shares in thousands): Options Outstanding Options Exercisable Range of exercise prices Number of Shares Outstanding Weighted Average Remaining Contractual Life Weighted Average Exercise Price Per Share Number of Shares Outstanding Weighted Average Exercise Price Per Share $12.00 - $12.00 9 3.75 $ 12.00 9 $ 12.00 $15.00 - $15.00 8 3.75 15.00 8 15.00 $22.69 - $22.69 4 3.75 22.69 4 22.69 $26.68 - $26.68 4 3.75 26.68 4 26.68 $12.00 - $26.68 25 3.75 $ 17.23 25 $ 17.23 The aggregate intrinsic value of outstanding and exercisable stock options was $1.2 million , $1.1 million , and $0.5 million at December 31, 2016 , 2015 , and 2014 , respectively. |
NET EARNINGS (LOSS) PER SHARE
NET EARNINGS (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
NET EARNINGS (LOSS) PER SHARE | NET EARNINGS (LOSS) PER SHARE Basic earnings (loss) per share is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding during the period after giving effect to all potentially dilutive securities outstanding during the period. The following is a reconciliation of the components of the basic and diluted earnings per share calculations for the years ended December 31, 2016, 2015, and 2014, in thousands: Year Ended December 31, 2016 2015 (1) 2014 Numerator: Income (loss) from continuing operations $ 9,578 $ (5,094 ) $ 21,575 Loss from discontinued operations, net of taxes (717 ) (320 ) (993 ) Numerator for basic and diluted earnings per share $ 8,861 $ (5,414 ) $ 20,582 Denominator: Basic weighted average common shares outstanding 15,098 14,080 13,541 Restricted stock and restricted stock units 84 — 210 Warrants 1,032 — 136 Stock options 12 — 11 Denominator for diluted earnings per share 16,226 14,080 13,898 (1) We reported losses from continuing and discontinued operations for the year ended December 31, 2015, and thus the share count used in the basic and diluted earnings per share calculation is the same. For the years ended December 31, 2016 , 2015 , and 2014 , our potentially dilutive shares excluded from the calculation of diluted earnings (loss) per share included shares underlying our restricted stock awards, restricted stock units, stock options, and Warrants. The following table shows the type and number (in thousands) of potentially dilutive shares excluded from the diluted earnings (loss) per share calculations for the periods presented as their effect would have been anti-dilutive or they have not met their performance target: Year Ended December 31, 2016 2015 2014 Potentially dilutive shares: Unvested restricted stock awards and restricted stock units 36 232 84 Stock options — 31 14 Warrants — 2,361 1,500 Total potentially dilutive shares 36 2,624 1,598 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | Our two reportable segments consist of ready-mixed concrete and aggregate products, as described below. Our ready-mixed concrete segment produces and sells ready-mixed concrete. This segment serves the following principal markets: Texas, New York, New Jersey, Washington, D.C., northern California, 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 aggregates distribution operation, and an industrial waterfront marine terminal and sales yard. The financial results of the acquisitions completed in 2016 , 2015 , and 2014 were included in their respective reportable segment or in other products as of their respective acquisition dates. Our customers are generally involved in the construction industry, which is a cyclical business and is subject to general and more localized economic conditions. In addition, our business is impacted by seasonal variations in weather conditions, which vary by regional market. Accordingly, demand for our products and services during the winter months are typically lower than in other months of the year because of inclement weather. Also, sustained periods of inclement weather and other adverse weather conditions could cause the delay of construction projects during other times of the year. Our chief operating decision maker evaluates segment performance and allocates resources based on Adjusted EBITDA. We define Adjusted EBITDA as 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 the Company’s 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 (1) internally measure our operating performance and (2) assess our ability to service our debt, incur additional debt and meet our capital expenditure requirements. Adjusted EBITDA should not be construed as an alternative to, or a better indicator of, operating income or loss, is not based on U.S. GAAP, and is not necessarily a measure of our cash flows or ability to fund our cash needs. Our measurement 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): Year Ended December 31, 2016 2015 2014 Revenue: Ready-mixed concrete Sales to external customers $ 1,060,991 $ 876,633 $ 632,787 Aggregate products Sales to external customers 41,665 34,191 31,662 Intersegment sales 34,669 26,248 20,956 Total aggregate products 76,334 60,439 52,618 Total reportable segment revenue 1,137,325 937,072 685,405 Other products and eliminations 30,835 37,645 18,309 Total revenue $ 1,168,160 $ 974,717 $ 703,714 Reportable Segment Adjusted EBITDA: Ready-mixed concrete $ 157,534 $ 131,940 $ 84,706 Aggregate products 21,731 14,996 10,549 Total reportable segment Adjusted EBITDA $ 179,265 $ 146,936 $ 95,255 Reconciliation of Total Reportable Segment Adjusted EBITDA to Income (Loss) From Continuing Operations: Total reportable segment Adjusted EBITDA $ 179,265 $ 146,936 $ 95,255 Other products and eliminations income from operations 9,874 8,704 3,082 Corporate overhead (43,483 ) (39,012 ) (30,870 ) Depreciation, depletion and amortization for reportable segments (50,618 ) (38,767 ) (20,362 ) Interest expense, net (27,709 ) (21,734 ) (20,431 ) Corporate (loss) gain on early extinguishment of debt (12,003 ) — 11 Corporate derivative loss (19,938 ) (60,016 ) (3,556 ) Loss on revaluation of contingent consideration for reportable segments (5,225 ) (932 ) — Corporate, other products and eliminations other income, net 566 506 602 Income (loss) from continuing operations before income taxes 30,729 (4,315 ) 23,731 Income tax expense 21,151 779 2,156 Income (loss) from continuing operations $ 9,578 $ (5,094 ) $ 21,575 Capital Expenditures: Ready-mixed concrete $ 25,343 $ 12,321 $ 21,754 Aggregate products 11,238 7,859 9,128 Other products and corporate 3,844 4,797 1,685 Total capital expenditures $ 40,425 $ 24,977 $ 32,567 Year Ended December 31, 2016 2015 2014 Revenue by Product: Ready-mixed concrete $ 1,060,991 $ 876,633 $ 632,787 Aggregate products 41,665 34,191 31,662 Aggregate distribution 25,464 25,438 4,856 Building materials 19,865 17,533 15,410 Lime 11,062 9,250 10,459 Hauling 5,395 5,425 4,221 Other 3,718 6,247 4,319 Total revenue $ 1,168,160 $ 974,717 $ 703,714 As of December 31, 2016 2015 2014 Identifiable Property, Plant and Equipment Assets: Ready-mixed concrete $ 229,077 $ 166,837 $ 126,141 Aggregate products 87,064 65,937 40,878 Other products and corporate 21,271 15,349 9,505 Total identifiable assets $ 337,412 $ 248,123 $ 176,524 |
RISK CONCENTRATION
RISK CONCENTRATION | 12 Months Ended |
Dec. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
RISK CONCENTRATION | RISK CONCENTRATION We grant credit, generally without collateral, to our customers, which include general contractors, municipalities and commercial companies located primarily in Texas, New Jersey, New York, Washington, D.C., northern California, Oklahoma, and the U.S. Virgin Islands. Consequently, we are subject to potential credit risk related to changes in business and economic factors in those states and territories. We generally have lien rights in the work we perform, and concentrations of credit risk are limited because of the diversity of our customer base. Further, our management believes that our contract acceptance, billing and collection policies are adequate to limit potential credit risk. Several of our subsidiaries are parties to various collective bargaining agreements with labor unions having multi-year terms. As of December 31, 2016 , approximately 1,129 of our employees, or 38.5% of our workforce, were represented by labor unions having collective bargaining agreements with us. Generally, these agreements have multi-year terms and expire on a staggered basis between 2017 and 2020. As of December 31, 2015 , approximately 976 of our employees, or 36.1% of our workforce, were represented by agreements that expire on a staggered basis between 2016 and 2019. SIGNIFICANT CUSTOMERS AND SUPPLIERS We did not have any customers that accounted for more than 10% of our revenues or any suppliers that accounted for more than 10% of our cost of goods sold in 2016 , 2015 or 2014 . We did not have any customers that accounted for more than 10% of our accounts receivable as of December 31, 2016 or December 31, 2015 . |
SIGNIFICANT CUSTOMERS AND SUPPL
SIGNIFICANT CUSTOMERS AND SUPPLIERS | 12 Months Ended |
Dec. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
SIGNIFICANT CUSTOMERS AND SUPPLIERS | RISK CONCENTRATION We grant credit, generally without collateral, to our customers, which include general contractors, municipalities and commercial companies located primarily in Texas, New Jersey, New York, Washington, D.C., northern California, Oklahoma, and the U.S. Virgin Islands. Consequently, we are subject to potential credit risk related to changes in business and economic factors in those states and territories. We generally have lien rights in the work we perform, and concentrations of credit risk are limited because of the diversity of our customer base. Further, our management believes that our contract acceptance, billing and collection policies are adequate to limit potential credit risk. Several of our subsidiaries are parties to various collective bargaining agreements with labor unions having multi-year terms. As of December 31, 2016 , approximately 1,129 of our employees, or 38.5% of our workforce, were represented by labor unions having collective bargaining agreements with us. Generally, these agreements have multi-year terms and expire on a staggered basis between 2017 and 2020. As of December 31, 2015 , approximately 976 of our employees, or 36.1% of our workforce, were represented by agreements that expire on a staggered basis between 2016 and 2019. SIGNIFICANT CUSTOMERS AND SUPPLIERS We did not have any customers that accounted for more than 10% of our revenues or any suppliers that accounted for more than 10% of our cost of goods sold in 2016 , 2015 or 2014 . We did not have any customers that accounted for more than 10% of our accounts receivable as of December 31, 2016 or December 31, 2015 . |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Proceedings From time to time, and currently, we are subject to various claims and litigation brought by employees, customers and other third parties for, among other matters, personal injuries, property damages, product defects and delay damages that have, or allegedly have, resulted from the conduct of our operations. As a result of these types of claims and litigation, we must periodically evaluate the probability of damages being assessed against us and the range of possible outcomes. In each reporting period, if we determine that the likelihood of damages being assessed against us is probable, and, if we believe we can estimate a range of possible outcomes, then we will record a liability. The amount of the liability will be based upon a specific estimate, if we believe a specific estimate to be likely, or it will reflect the low end of our range. Currently, there are no material legal proceedings pending against us. In the future, we may receive funding deficiency demands related to multi-employer pension plans to which we contribute. We are unable to estimate the amount of any potential future funding deficiency demands because the actions of each of the other contributing employers in the plans has an effect on each of the other contributing employers, and the development of a rehabilitation plan by the trustees and subsequent submittal to and approval by the Internal Revenue Service is not predictable. Further, the allocation of fund assets and return assumptions by trustees are variable, as are actual investment returns relative to the plan assumptions. As of February 28, 2017 , 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 unasserted claims in our business, we cannot estimate the amount of any future loss that may be attributable to unasserted product defect claims related to ready-mixed concrete we have delivered prior to December 31, 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 December 31, 2016 . We and our subsidiaries are parties to agreements that require us to provide indemnification in certain instances when we acquire businesses and real estate and in the ordinary course of business with our customers, suppliers, lessors and service providers. Lease Payments We lease certain mobile and other equipment, land, facilities, office space and other items which, in the normal course of business, are renewed or replaced by subsequent leases. Total consolidated expense for such operating leases amounted to $18.5 million in 2016 , $17.4 million in 2015 , and $11.9 million in 2014 . Future minimum rental payments with respect to our operating lease obligations as of December 31, 2016 , are as follows (in thousands): Year Ending December 31, 2017 $ 18,400 2018 14,747 2019 10,605 2020 7,480 2021 5,885 Thereafter 21,980 $ 79,097 Our annual lease expense differs from our future minimum rental payments as a result of month to month equipment leases to support our operations. Insurance Programs We maintain third-party insurance coverage against certain workers’ compensation, automobile and general liability risks. Under certain components of our insurance program, we share the risk of loss with our insurance underwriters by maintaining high deductibles subject to aggregate annual loss limitations. Generally, our deductible retentions per occurrence for auto, workers’ compensation and general liability insurance programs are $1.0 million , although certain of our operations are self-insured for workers’ compensation. We fund these deductibles and record an expense for expected losses under the programs. The expected losses are determined using a combination of our historical loss experience and subjective assessments of our future loss exposure. The estimated losses are subject to uncertainty, including changes in claims reporting patterns, claims settlement patterns, judicial decisions, legislation and economic conditions. Although we believe that the estimated losses we have recorded are reasonable, significant differences related to the items noted above could materially affect our insurance obligations and future expense. The amount accrued for self-insurance claims was $13.5 million as of December 31, 2016 , compared to $12.0 million as of December 31, 2015 , which is recorded in accrued liabilities. Performance Bonds In the normal course of business, we and our subsidiaries are contingently liable for performance under $40.0 million in performance bonds that various contractors, states and municipalities have required as of December 31, 2016 . The bonds principally relate to construction contracts, reclamation obligations and licensing and permitting. We and our subsidiaries have indemnified the underwriting insurance company against any exposure under the performance bonds. No material claims have been made against these bonds. |
EMPLOYEE BENEFIT PLANS AND MULT
EMPLOYEE BENEFIT PLANS AND MULTI-EMPLOYER PENSION PLANS | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
EMPLOYEE BENEFIT PLANS AND MULTI-EMPLOYER PENSION PLANS | EMPLOYEE BENEFIT PLANS AND MULTI-EMPLOYER PENSION PLANS Defined Contribution 401(k) Plan We maintain a defined contribution 401(k) profit sharing plan for employees meeting various employment requirements. Eligible employees may contribute amounts up to the lesser of 60% of their annual compensation or the maximum amount Internal Revenue Service ("IRS") regulations permit. During 2016 , we matched 100% of the first 5% of employee contributions. During 2015 , we matched 100% of the first 4% of employee contributions. During 2014 , we matched 100% of the first 1% of employee contributions and 50% of the next 5% of employee contributions. We paid matching contributions of $4.2 million in 2016 , $2.9 million in 2015 , and $1.5 million in 2014 . Multi-Employer Pension Plans Several of our subsidiaries are parties to various collective bargaining agreements with labor unions having multi-year terms that expire on a staggered basis. Under these agreements, our applicable subsidiaries pay specified wages to covered employees, observe designated workplace rules and make payments to multi-employer pension plans and employee benefit trusts rather than administering the funds on behalf of these employees. The risks of participating in these multi-employer pension plans are different from single-employer plans. Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers. If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. If we choose to stop participating in some of these multi-employer plans, we may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability. We were not required to record a liability in fiscal 2016 or 2015 for full and partial withdrawals from any multi-employer pension plans. For additional information regarding our potential future obligations, see Note 21. The required disclosures and our participation in significant multi-employer pension plans are presented in the table below. The EIN / Pension Plan Number column provides the Employer Identification Number (“EIN”) and the three-digit plan number, if applicable. The Pension Protection Act zone status is based on information available from the plan or the plan’s public filings. Among other factors, plans in the red zone are generally less than 65% funded, plans in the orange or yellow zones are less than 80% funded, and plans in the green zone are at least 80% funded. The FIP / RP Status Pending / Implemented column indicates plans for which a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented. The final column lists the expiration date(s) of the collective-bargaining agreements to which the plans are subject. Pension Fund EIN / PPN Pension FIP / RP Contributions Surcharge Expiration 2016 2014 and 2015 2016 2015 2014 Western Conference of Teamsters Pension Plan 91-6145047/001 Green Green No $ 4,820 $ 4,357 $ 3,568 No 8/27/2017 to 7/31/2020 Local 282 Pension Trust Fund 11-6245313/001 Green Green No 3,896 829 819 No 6/30/2019 Operating Engineers Pension Trust Fund 94-6090764/001 Red Orange No 1,121 1,173 933 No 7/1/2017 Trucking Employees of North Jersey Pension Fund 22-6063702/001 Red Red Yes 665 615 559 No 4/30/2018 Teamsters Local 641 22-6220288/001 Red Red Yes 300 111 88 No 4/30/2018 Other Various Various Various Various 1,420 973 976 Various 6/30/2017 to $ 12,222 $ 8,058 $ 6,943 Contributions to the Local 282 Pension Trust fund increased from 2015 to 2016 primarily due to the impact of employees added as part of the Nycon, Jenna, and Kings acquisitions. Contributions to the Western Conference of Teamsters Pension Plan increased from 2014 to 2015 due primarily to the impact of employees added as part of the Right Away acquisition during 2015. At the date that these consolidated financial statements were issued, Forms 5500 were generally not available for the plan year ending in 2016 . Based on the most recent Forms 5500 available for each multi-employer pension plan, our contributions did not represent more than 5% of total contributions to any of the significant plans shown above. |
SUPPLEMENTAL CONDENSED CONSOLID
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION | 12 Months Ended |
Dec. 31, 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 each direct and indirect domestic subsidiary of the Company, each a guarantor subsidiary. Each guarantor subsidiary is directly or indirectly 100% owned by the Company. The 2024 Notes are not guaranteed by any direct or indirect 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. The following condensed consolidating financial information present, in separate columns, financial information for (1) the Parent on a parent only basis, (2) the guarantor subsidiaries on a combined basis, (3) the non-guarantor subsidiaries on a combined basis, (4) the eliminations and reclassifications necessary to arrive at the information for the Company on a consolidated basis, and (5) the Company on a consolidated basis. The following condensed consolidating financial information 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 DECEMBER 31, 2016 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 75,576 $ 198 $ — $ 75,774 Trade accounts receivable, net — 206,426 866 — 207,292 Inventories — 38,856 3,123 — 41,979 Prepaid expenses — 5,516 18 — 5,534 Other receivables 1,200 7,491 — — 8,691 Other current assets 39,239 2,004 15 (39,239 ) 2,019 Total current assets 40,439 335,869 4,220 (39,239 ) 341,289 Property, plant and equipment, net — 314,332 23,080 — 337,412 Goodwill — 127,518 5,753 — 133,271 Intangible assets, net — 127,798 3,175 — 130,973 Deferred income taxes — — 561 (561 ) — Investment in subsidiaries 368,726 — — (368,726 ) — Intercompany receivables 239,776 — — (239,776 ) — Other assets — 2,410 47 — 2,457 Total assets $ 648,941 $ 907,927 $ 36,836 $ (648,302 ) $ 945,402 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 458 $ 108,803 $ 1,433 $ — $ 110,694 Accrued liabilities 5,365 117,104 2,013 (39,239 ) 85,243 Current maturities of long-term debt — 16,654 — — 16,654 Derivative liabilities 57,415 — — — 57,415 Total current liabilities 63,238 242,561 3,446 (39,239 ) 270,006 Long-term debt, net of current maturities 391,190 41,454 — — 432,644 Other long-term obligations and deferred credits 5,684 39,613 970 — 46,267 Deferred income taxes — 8,217 — (561 ) 7,656 Intercompany payables — 233,319 6,457 (239,776 ) — Total liabilities 460,112 565,164 10,873 (279,576 ) 756,573 Total equity 188,829 342,763 25,963 (368,726 ) 188,829 Total liabilities and equity $ 648,941 $ 907,927 $ 36,836 $ (648,302 ) $ 945,402 U.S. CONCRETE, INC. AND SUBSIDARIES CONDENSED CONSOLIDATING BALANCE SHEET 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 YEAR ENDED DECEMBER 31, 2016 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated Revenue $ — $ 1,147,539 $ 20,621 $ — $ 1,168,160 Cost of goods sold before depreciation, depletion and amortization — 904,608 17,730 — 922,338 Selling, general and administrative expenses — 97,318 2,701 — 100,019 Depreciation, depletion and amortization — 52,795 2,057 — 54,852 Loss on remeasurement of contingent consideration 180 5,045 — — 5,225 Gain on sale of assets, net — (1,416 ) — — (1,416 ) (Loss) income from operations (180 ) 89,189 (1,867 ) — 87,142 Interest expense, net (25,922 ) (1,774 ) (13 ) — (27,709 ) Derivative loss (19,938 ) — — — (19,938 ) Loss on extinguishment of debt (12,003 ) — — — (12,003 ) Other income, net — 3,231 6 — 3,237 (Loss) income from continuing operations before income taxes and equity in earnings of subsidiaries (58,043 ) 90,646 (1,874 ) — 30,729 Income tax (benefit) expense (15,087 ) 36,830 (592 ) — 21,151 Net (loss) income from continuing operations before equity in earnings of subsidiaries (42,956 ) 53,816 (1,282 ) — 9,578 Loss from discontinued operations, net of taxes and before equity in earnings of subsidiaries — (717 ) — — (717 ) Net (loss) income before equity in earnings of subsidiaries (42,956 ) 53,099 (1,282 ) — 8,861 Equity in earnings of subsidiaries 51,817 — — (51,817 ) — Net income (loss) $ 8,861 $ 53,099 $ (1,282 ) $ (51,817 ) $ 8,861 U.S. CONCRETE, INC. AND SUBSIDARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 2015 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated Revenue $ — $ 970,701 $ 4,016 $ — $ 974,717 Cost of goods sold before depreciation, depletion and amortization — 765,314 3,125 — 768,439 Selling, general and administrative expenses — 86,569 304 — 86,873 Depreciation, depletion and amortization — 43,545 25 — 43,570 Loss on remeasurement of contingent consideration 871 61 — — 932 Gain on sale of assets, net — (468 ) — — (468 ) (Loss) income from operations (871 ) 75,680 562 — 75,371 Interest expense, net (20,452 ) (1,280 ) (2 ) — (21,734 ) Derivative loss (60,016 ) — — — (60,016 ) Other income (expense), net — 2,075 (11 ) — 2,064 (Loss) income from continuing operations before income taxes and equity in earnings of subsidiaries (81,339 ) 76,475 549 — (4,315 ) Income tax (benefit) expense (7,823 ) 8,581 21 — 779 Net (loss) income from continuing operations before equity in earnings of subsidiaries (73,516 ) 67,894 528 — (5,094 ) Loss from discontinued operations, net of taxes and before equity in earnings of subsidiaries — (320 ) — — (320 ) Net (loss) income before equity in earnings of subsidiaries (73,516 ) 67,574 528 — (5,414 ) Equity in earnings of subsidiaries 68,102 — — (68,102 ) — Net (loss) income $ (5,414 ) $ 67,574 $ 528 $ (68,102 ) $ (5,414 ) U.S. CONCRETE, INC. AND SUBSIDARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 2016 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations U.S. Concrete Consolidated Net cash (used in) provided by operating activities $ (23,585 ) $ 134,685 $ 1,024 $ — $ 112,124 Cash flows from investing activities: Purchases of property, plant and equipment — (37,501 ) (2,924 ) — (40,425 ) Payments for acquisitions, net of cash acquired — (127,927 ) — — (127,927 ) Proceeds from disposals of property, plant and equipment — 2,744 — — 2,744 Proceeds from disposals of acquired businesses — 1,565 — — 1,565 Insurance proceeds from property loss claim — 1,348 — — 1,348 Investment in subsidiaries (1,480 ) — — 1,480 — Net cash used in investing activities (1,480 ) (159,771 ) (2,924 ) 1,480 (162,695 ) 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 348 — — — 348 Payments of other long-term obligations (657 ) (4,022 ) — — (4,679 ) Payments for other financing 160 (13,593 ) — — (13,433 ) Excess tax benefits from stock-based compensation 3,787 — — — 3,787 Debt issuance costs (7,824 ) — — — (7,824 ) Other treasury share purchases (2,857 ) — — — (2,857 ) Other proceeds — 578 — — 578 Intercompany funding (114,392 ) 113,845 2,027 (1,480 ) — Net cash provided by financing activities 25,065 96,808 2,027 (1,480 ) 122,420 Net increase in cash and cash equivalents — 71,722 127 — 71,849 Cash and cash equivalents at beginning of period — 3,854 71 — 3,925 Cash and cash equivalents at end of period $ — $ 75,576 $ 198 $ — $ 75,774 U.S. CONCRETE, INC. AND SUBSIDARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 2015 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations U.S. Concrete Consolidated Net cash (used in) provided by operating activities $ (17,619 ) $ 122,658 $ (778 ) $ — $ 104,261 Cash flows from investing activities: Purchases of property, plant and equipment — (24,977 ) — — (24,977 ) Payments for acquisitions, net of cash acquired (39,858 ) (89,411 ) (6,078 ) — (135,347 ) Proceeds from disposals of property, plant and equipment — 1,312 — — 1,312 Proceeds from disposals of business units — 1,177 — — 1,177 Investment in subsidiaries (785 ) — — 785 — Net cash used in investing activities (40,643 ) (111,899 ) (6,078 ) 785 (157,835 ) Cash flows from financing activities: Proceeds from revolver borrowings 206,809 — — — 206,809 Repayments of revolver borrowings (161,809 ) — — — (161,809 ) Repayments of debt (117 ) — — — (117 ) Proceeds from exercise of stock options and warrants 546 — — — 546 Payments of other long-term obligations (1,000 ) (1,298 ) — — (2,298 ) Payments for other financing — (8,611 ) — — (8,611 ) Debt issuance costs (893 ) — — — (893 ) Other treasury share purchases (6,330 ) — — — (6,330 ) Intercompany funding 21,056 (27,198 ) 6,927 (785 ) — Net cash provided by (used in) financing activities 58,262 (37,107 ) 6,927 (785 ) 27,297 Net (decrease) increase in cash and cash equivalents — (26,348 ) 71 — (26,277 ) Cash and cash equivalents at beginning of period — 30,202 — 30,202 Cash and cash equivalents at end of period $ — $ 3,854 $ 71 $ — $ 3,925 |
QUARTERLY SUMMARY (unaudited)
QUARTERLY SUMMARY (unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY SUMMARY (unaudited) | QUARTERLY SUMMARY (unaudited) Year Ended December 31, 2016 (in thousands, except per share data) First Second Third Fourth Revenue - continuing operations $ 245,045 $ 275,750 $ 328,588 $ 318,777 Net (loss) income $ (10,027 ) $ (3,477 ) $ 37,956 $ (15,591 ) Net (loss) income per share-basic $ (0.68 ) $ (0.23 ) $ 2.49 $ (1.01 ) Net (loss) income per share-diluted $ (0.68 ) $ (0.23 ) $ 2.34 $ (1.01 ) Year Ended December 31, 2015 (in thousands, except per share data) First Second Third Fourth Revenue - continuing operations $ 171,338 $ 244,695 $ 295,111 $ 263,573 Net (loss) income $ (10,484 ) $ 9,703 $ 1,619 $ (6,252 ) Net (loss) income per share-basic $ (0.77 ) $ 0.69 $ 0.11 $ (0.43 ) Net (loss) income per share-diluted $ (0.77 ) $ 0.64 $ 0.10 $ (0.43 ) Our customers are generally involved in the construction industry, which is a cyclical business and is subject to general and more localized economic conditions. In addition, our business is impacted by seasonal variations in weather conditions, which vary by regional market. Accordingly, demand for our products and services during the winter months are typically lower than in other months of the year because of inclement weather. Also, sustained periods of inclement weather and other adverse weather conditions could cause the delay of construction projects during other times of the year. During the second quarter of 2016, we incurred a pre-tax loss on the early extinguishment of debt and other related costs of $12.0 million . See Note 9 for additional information. |
SUBSEQUENT EVENT
SUBSEQUENT EVENT | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT | SUBSEQUENT EVENT On January 9, 2017, we completed an offering of $200.0 million aggregate principal amount of additional 2024 Notes (the "Additional Notes") at an issue price of 105.75% . The terms of the Additional Notes are identical to the terms of the 2024 Notes, other than the issue date, the issue price, the first interest payment date and the provisions relating to transfer restrictions and registration rights. We intend to use the net proceeds from the offering of the Additional Notes, which were approximately $208.4 million , for general corporate purposes, including funding the purchase price of future acquisitions to expand our business. |
ORGANIZATION AND SUMMARY OF S32
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements consist of the accounts of U.S. Concrete, Inc. and its majority or wholly owned subsidiaries. All significant intercompany account balances and transactions have been eliminated. |
Reclassifications | Reclassifications Certain reclassifications have been made to prior year amounts to conform with the current year presentation. |
Business Combinations | Business Combinations We evaluate acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination by assessing whether or not we have acquired inputs and processes that have the ability to create outputs. If determined to be a business combination, we account for a business acquisition under the acquisition method of accounting. The accounting rules governing business combinations require the acquiring entity in a business combination to recognize the fair value of all assets acquired and liabilities assumed and establishes the acquisition date as the fair value measurement point. Accordingly, we recognize assets acquired and liabilities assumed in a business combination, including contingent liabilities and deferred payment obligations, based on the fair value estimates as of the date of acquisition. Goodwill is measured as the excess of the fair value of the consideration paid over the fair value of the identified net assets, including intangible assets, acquired. The fair value measurement of the identified net assets requires the significant use of estimates and is based on information that was available to management at the time these consolidated financial statements were prepared. We utilized recognized valuation techniques, including the income approach, sales approach, and cost approach to value the net assets acquired. Final valuations of assets and liabilities are obtained and recorded within one year from the date of the acquisition. See Note 12 for additional information regarding valuation of contingent consideration. |
Cash and Cash Equivalents | Cash and Cash Equivalents We record as cash equivalents all highly liquid investments having maturities of three months or less at the original date of purchase. Our cash equivalents may include money market accounts, certificates of deposit, and commercial paper of highly rated corporate or government issuers. We classify our cash equivalents as held-to-maturity. Cash equivalents are stated at cost plus accrued interest, which approximates fair value. The maximum amount placed in any one financial institution is limited in order to reduce risk. At times, our cash and investments may be in excess of amounts insured by the Federal Deposit Insurance Corporation. We have not experienced any losses on these accounts. Cash held as collateral or escrowed for contingent liabilities is included in other current and noncurrent assets based on the expected release date of the underlying obligation. |
Accounts Receivable | Accounts Receivable Accounts receivable are reported net of allowance for doubtful accounts and customer disputes. We maintain an allowance for accounts receivable that we believe may not be collected in full. A provision for bad debt expense recorded to selling, general and administrative expenses increases the allowance. A provision for customer disputes recorded as a reduction to revenue also increases the allowance. Accounts receivable are written off when we determine the receivable will not be collected and are reflected as a reduction to the allowance. We determine the amount of bad debt expense and customer dispute losses each period and the resulting adequacy of the allowance at the end of each period by using a combination of historical loss experience, a customer-by-customer analysis of our accounts receivable balances each period, and subjective assessments of our loss exposure. |
Inventories | Inventories Inventories consist primarily of cement and other raw materials, aggregates at our pits and quarries, and building materials that we hold for sale or use in the ordinary course of business. Inventories are stated at the lower of cost or fair market value using the average cost and first-in, first-out ("FIFO") methods. We reduce the carrying value of our inventories for estimated excess and obsolete inventories equal to the difference between the cost of inventory and its estimated realizable value based upon assumptions about future product demand and market conditions. Once the new cost basis is established, the value is not increased with any changes in circumstances that would indicate an increase after the remeasurement. If actual product demand or market conditions are less favorable than those projected by management, inventory write-downs may be required that could result in a material change to our consolidated results of operations or financial position. |
Prepaid Expenses | Prepaid Expenses Prepaid expenses primarily include amounts we have paid for insurance, licenses, taxes, rent, and maintenance contracts. We expense or amortize all prepaid amounts as used or over the period of benefit, as applicable. |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net We state property, plant and equipment at cost and use the straight-line method to compute depreciation of these assets other than mineral deposits over the following estimated useful lives: buildings and land improvements, from 10 to 40 years; machinery and equipment, from 10 to 30 years; mixers, trucks and other vehicles, from one to 12 years; and other, from three to 10 years. We capitalize leasehold improvements on properties held under operating leases and amortize those costs over the lesser of their estimated useful lives or the applicable lease term. We compute depletion of mineral deposits as such deposits are extracted utilizing the unit-of-production method. We expense maintenance and repair costs when incurred and capitalize and depreciate expenditures for major renewals and betterments that extend the useful lives of our existing assets. When we retire or dispose of property, plant or equipment, we remove the related cost and accumulated depreciation from our accounts and reflect any resulting gain or loss in our consolidated statements of operations. |
Impairment of Long-lived assets | Impairment of Long-lived assets We evaluate our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets is measured by comparing the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. Such evaluations for impairment are significantly impacted by estimates of future prices for our products, capital needs, economic trends in the applicable construction sector and other factors. If we consider such assets to be impaired, the impairment we recognize is measured by the amount by which the carrying amount of the assets exceeds their fair value. Assets to be disposed of by sale are reflected at the lower of their carrying amounts or fair values, less cost to sell. We test for impairment using a multi-tiered approach that incorporates an equal weighting to a multiple of earnings and to undiscounted estimated future cash flows. |
Goodwill | Goodwill Goodwill represents the excess of the fair value of consideration given over the fair value of the net tangible and identifiable intangible assets of businesses acquired. The acquisition of assets and liabilities and the resulting goodwill is allocated to the respective reporting unit. We do not amortize goodwill but instead evaluate it for impairment within the reporting unit on an annual basis, or more frequently if events or circumstances indicate that assets might be impaired. The impairment test consists of a two-step process. The annual test for impairment is generally performed in the fourth quarter of each year, because this period gives us the best visibility of the reporting units’ operating performance for the current year (seasonally, April through October are our highest revenue and production months), and our outlook for the upcoming year, because much of our customer base is finalizing operating and capital budgets during the fourth quarter. The impairment test we use involves estimating the fair value of our reporting units and comparing the result to the reporting unit's carrying value. We generally estimate fair value using an equally weighted combination of discounted cash flows and multiples of invested capital to EBITDA. The discounted cash flow model includes forecasts for revenue and cash flows discounted at our weighted average cost of capital. Multiples of invested capital to EBITDA are calculated using a weighted average of two selected 12 month periods results by reporting unit compared to the enterprise value of the Company, which is determined based on the combination of the market value of our capital stock and total outstanding debt. If the fair value exceeds the carrying value, the second step is not performed and no impairment is recorded. If, however, the fair value is less than the carrying value, a second step is performed to calculate the amount of the impairment by measuring the goodwill at an implied fair value. |
Intangible Assets | Intangible Assets Our definite-lived intangible assets consist of identifiable trade names, customer relationships, non-compete agreements, leasehold interests, a favorable contract, and backlog of businesses acquired. We amortize these intangible assets over their estimated useful lives, which range from one to 25 years, using a straight-line approach. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs are amortized as interest expense over the scheduled maturity period of the debt. The costs related to our line-of-credit arrangement are amortized over the term of the arrangement, regardless of whether there are any outstanding borrowings. In April 2015, the Financial Accounting Standards Board ("FASB") issued an amendment that requires debt issuance costs to be presented in the balance sheet as a direct reduction from the carrying value of the debt, similar to the presentation of debt discounts. We adopted this standard effective with the quarter ended March 31, 2016, and include unamortized debt issuance costs in long-term debt, net of current maturities. We also 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. See Note 9 for additional information regarding our debt, and Note 25 for debt issued subsequent to year end. |
Revenue | Revenue We derive substantially all of our revenue from the production and delivery of ready-mixed concrete, aggregates, and related building materials. We recognize revenue, net of sales tax, when products are delivered, selling price is fixed or determinable, persuasive evidence of an arrangement exists, and collection is reasonably assured. Amounts billed to customers for delivery costs are classified as a component of total revenues. |
Cost of Goods Sold and Stripping Costs | Cost of Goods Sold Cost of goods sold consists primarily of product costs and operating expenses, excluding depreciation, depletion and amortization, which is reported separately. Operating expenses consist primarily of wages, benefits, insurance, and other expenses attributable to plant operations, repairs and maintenance, and delivery costs. Stripping Costs We include post-production stripping costs in the cost of inventory produced during the period these costs are incurred. Post-production stripping costs represent stripping costs incurred after the first salable minerals are extracted from the mine. |
Selling, General and Administrative Expenses | Selling, General and Administrative Expenses Selling expenses consist primarily of sales commissions, salaries of sales managers, travel and entertainment expenses, and trade show expenses. General and administrative expenses consist primarily of executive and administrative compensation and benefits, office rent, utilities, communication and technology expenses, provision for doubtful accounts, and legal and professional fees. |
Deferred Rent | Deferred Rent We recognize escalating lease payments on a straight-line basis over the term of each respective lease, with the difference between cash rent payments and recognized rent expense being recorded as deferred rent in accrued liabilities on our consolidated balance sheets. |
Insurance Programs | Insurance Programs We maintain third-party insurance coverage against certain workers’ compensation, automobile and general liability risks. Under our insurance programs, we share the risk of loss with our insurance underwriters by maintaining high deductibles subject to aggregate annual loss limitations. In connection with these automobile, general liability and workers’ compensation insurance programs, we have entered into standby letters of credit agreements totaling $12.6 million and $11.3 million as of December 31, 2016 and 2015 , respectively. We fund our deductibles and record an expense for losses we expect under the programs. We determine expected losses using a combination of our historical loss experience and subjective assessments of our future loss exposure. The estimated losses are subject to uncertainty, including changes in claim reporting patterns, claim settlement patterns, judicial decisions, legislation, and economic conditions. The amounts accrued for self-insured claims were $13.5 million and $12.0 million as of December 31, 2016 and 2015 , respectively. We include these accruals in accrued liabilities on our consolidated balance sheets. |
Income Taxes | Income Taxes In accordance with ASC 740 - Income Taxes , we use the liability method of accounting for income taxes. Under this method, we record deferred income taxes based on temporary differences between the financial reporting and tax bases of assets and liabilities and use enacted tax rates and laws that we expect will be in effect when we recover those assets or settle those liabilities, as the case may be, to measure those taxes. We record a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized. We recognize interest and penalties related to uncertain tax positions in income tax expense. We had a valuation allowance of $5.0 million and $4.1 million as of December 31, 2016 and 2015 , respectively. In 2016 and 2015, we netted the majority of our uncertain tax positions against our net operating loss carryforwards and the deferred tax asset associated with the Warrants (as defined herein). |
Contingent Consideration | Contingent Consideration We record an estimate of the fair value of contingent consideration within accrued liabilities and other long-term obligations on our consolidated balance sheets. On a quarterly basis, we revalue the liability and record increases or decreases in the fair value as an adjustment to earnings. Changes to the contingent consideration liability can result from adjustments to the discount rate, accretion of interest expense due to the passage of time, or changes in the assumptions regarding probabilities of successful achievement of related milestones and the estimated timing in which the milestones are achieved. The assumptions used in estimating fair value require significant judgment. The use of different assumptions and judgments could result in a materially different estimate of fair value. For further information, see Note 12 regarding our fair value disclosures. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Our financial instruments consist of cash and cash equivalents, trade receivables, trade payables, long-term debt (including current maturities), other long-term obligations, and derivative liabilities. We consider the carrying values of cash and cash equivalents, trade receivables and trade payables to be representative of their respective fair values because of their short-term maturities or expected settlement dates. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions that we consider significant in the preparation of our financial statements include those related to our allowance for doubtful accounts, business combinations, goodwill, intangibles, valuation of derivatives, valuation of contingent consideration, accruals for self-insurance, income taxes, the valuation of inventory and the valuation and useful lives of property, plant and equipment. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period after giving effect to all potentially dilutive securities outstanding during the period. See Note 17 for additional information regarding our earnings (loss) per share. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) represents all changes in equity of an entity during the reporting period, except those resulting from investments by and distributions to stockholders. |
Stock-based Compensation | Stock-based Compensation Stock-based employee compensation cost is measured at the grant date based on the calculated fair value of the award. We recognize expense over the employee’s requisite service period, generally the vesting period of the award, or in the case of performance-based awards, over the life of the derived service period. The related excess tax benefit received upon exercise of stock options or vesting of restricted stock, if any, is reflected in the statement of cash flows as a financing activity rather than an operating activity. See Note 16 for additional information regarding our stock-based compensation plans. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2017, the FASB issued new guidance to simplify the accounting for goodwill impairment. The guidance removes the second step of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. All other goodwill impairment guidance will remain largely unchanged. Entities will continue to have the option to perform a qualitative assessment to determine if a quantitative impairment test is necessary. The same one-step impairment test will be applied to goodwill at all reporting units, even those with zero or negative carrying amounts. Entities will be required to disclose the amount of goodwill at reporting units with zero or negative carrying amounts. This guidance is effective in 2020, but early adoption is permitted for any impairment tests performed after January 1, 2017. We are currently evaluating the impact that this guidance will have on our financial condition and results of operations. In January 2017, the FASB issued an update under business combinations in an effort to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This guidance is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. We are currently evaluating the impact that this standard will have on our financial condition, results of operations, and cash flows. In August 2016, 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 standard will have on our statement of cash flows. In March 2016, the FASB issued an amendment related to share-based payments to employees. The new guidance requires that excess tax benefits (which represent the excess of actual tax benefits received at the date of vesting or settlement over the benefits recognized over the vesting period or upon issuance of share-based payments) and tax deficiencies (which represent the amount by which actual tax benefits received at the date of vesting or settlement is lower than the benefits recognized over the vesting period or upon issuance of share-based payments) be recorded in the income statement as a reduction or increase of income taxes when the awards vest. The new guidance also requires excess tax benefits to be classified as an operating activity in the statement of cash flows rather than a financing activity. The amendment also simplifies other aspects of share-based payment transactions, including 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 guidance is effective for annual periods beginning after December 15, 2016 and interim periods within those periods, with early adoption permitted. We will adopt this guidance in the first quarter of 2017. Application of this guidance may create volatility in our effective tax rate and diluted earnings per share due to the tax effects being recorded to the income statement. The volatility in future periods will depend primarily on our stock price at the vesting dates and the number of awards that vest each period. As permitted by the guidance, we will elect to recognize forfeitures as they occur, rather than estimating forfeitures as previously required. 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. This new guidance must be adopted using a modified retrospective transition and requires application of the new guidance at the beginning of the earliest comparative period presented. As of December 31, 2016 and 2015, the Company's undiscounted minimum contractual commitments under long-term operating leases, which were not recorded on the consolidated balance sheets, were $79.1 million and $65.6 million , respectively, which is an estimate of the effect to total assets and total liabilities that the new accounting standard would have as of those dates. We are currently evaluating the impact that this standard will have on our financial condition, results of operations, and cash flows. In July 2015, the FASB issued guidance requiring inventory to be measured at the lower of cost or net realizable value, which is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This guidance is effective prospectively for annual reporting periods beginning after December 15, 2016, and interim reporting periods within those annual reporting periods. Early adoption is permitted. We will adopt this standard as of and for the interim period ending March 31, 2017. We are currently evaluating the impact that this standard will have on our financial condition, results of operations, and cash flows. In May 2014, the FASB issued guidance (the effective date of which was later delayed) that outlines a single comprehensive model for 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, 2017. Early adoption of the standard is permitted, 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 collectibility, sales and other taxes, non-cash consideration, contract modifications at transition, and technical corrections. The guidance is effective beginning in the first quarter of 2018, and we do not currently plan to early adopt the guidance. The guidance permits two methods of adoption, retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (modified retrospective method). We have not yet selected a transition method, and we continue to evaluate the effect that the updated standard will have on our consolidated financial condition, results of operations and cash flows; however, we do not expect adoption of the guidance to have a material impact on our financial results. We primarily earn our revenue by producing and delivering ready-mixed concrete, aggregates, and related building materials, as requested by our customers primarily through purchase orders. We generally do not have significant customer contracts and do not provide post-delivery services, such as paving or finishing. As such, adoption of the new guidance should not result in significant changes in the amount of revenue recognized or the timing of when such revenue is recognized. |
ACQUISITIONS AND DISPOSITIONS (
ACQUISITIONS AND DISPOSITIONS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Acquisition [Line Items] | |
Schedule of Major Classes of Intangible Assets Acquired | The major classes of intangible assets acquired in the 2016 and 2015 acquisitions were as follows (in thousands): Weighted Average Amortization Period (In Years) Fair Value At Acquisition Date Customer relationships 6.80 $ 56,119 Trade names 22.56 $ 39,726 Non-competes 5.35 8,235 Leasehold interests 8.45 9,098 Favorable contract 3.50 3,650 Backlog 1.00 1,640 Total $ 118,468 |
Schedule of Estimated Future Aggregate Amortization Expense | As of December 31, 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, 2017 $ 15,201 2018 14,646 2019 13,203 2020 12,432 2021 11,276 Thereafter 34,899 Total $ 101,657 As of December 31, 2016 , the estimated remaining amortization of our definite-lived intangible assets was as follows (in thousands): Year Ending December 31, 2017 $ 20,697 2018 20,114 2019 18,272 2020 16,080 2021 14,658 Thereafter 39,674 Total $ 129,495 |
Estimate of Results of Operations As If Acquisitions Had Been Completed | All other acquisitions have been included and represent our estimate of the results of operations for the years ended December 31, 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): For the Year Ended December 31, (unaudited) 2016 2015 Revenue from continuing operations $ 1,258,912 $ 1,190,088 Net income (loss) $ 23,853 $ (1,128 ) Income (loss) per share, basic $ 1.58 $ (0.08 ) Income (loss) per share, diluted $ 1.47 $ (0.08 ) |
Schedule of Unaudited Pro Forma Net Income (Loss) | The unaudited pro forma net income (loss) and net income (loss) per share amounts above reflect the following adjustments: Year Ended December 31, 2016 2015 Increase in intangible amortization expense $ (3,835 ) $ (9,552 ) Decrease in depreciation expense — 231 Exclusion of buyer transaction costs 1,791 1,161 Exclusion of seller transaction costs — 46 Exclusion of pension expense for pension plan acquired — 212 Exclusion of segment results for segment not acquired — (99 ) Increase in interest expense (163 ) (770 ) Decrease in income tax expense 5,405 439 |
2016 Acquisitions | |
Business Acquisition [Line Items] | |
Summary of Total Consideration for Acquisitions | 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 Cash $ 9 Accounts receivable (1) 12,314 Inventory 1,249 Other current assets 68 Property, plant and equipment 34,918 Definite-lived intangible assets 47,012 Total assets acquired 95,570 Current liabilities 7,831 Other long-term liabilities 3,165 Total liabilities assumed 10,996 Goodwill 60,034 Total consideration (fair value) (2) $ 144,608 (1) The aggregate fair value of the acquired accounts receivable approximate the aggregate gross contractual amount as of the respective acquisition dates. (2) Deferred payments included at fair value. |
2015 Acquisitions | |
Business Acquisition [Line Items] | |
Summary of Total Consideration for Acquisitions | The following table summarizes the total consideration for the 2015 acquisitions and presents the allocation of these amounts to the net tangible and intangible assets acquired and liabilities assumed based on the estimated fair values as of the respective acquisition date (in thousands). 2015 Acquisitions Cash $ 2,036 Accounts receivable (1) 22,552 Inventory 4,881 Other current assets 1,006 Property, plant and equipment 76,817 Definite-lived intangible assets 71,456 Other long-term assets 200 Total assets acquired 178,948 Current liabilities $ 18,630 Long-term deferred income tax 5,546 Other long-term liabilities 1,346 Total liabilities assumed 25,522 Goodwill 33,079 Total consideration (fair value) (2) $ 186,505 (1) The aggregate fair value of the acquired accounts receivable was $22.6 million , with an aggregate gross contractual amount of $27.1 million , as of the respective acquisition dates. Amounts not expected to be collected were $4.5 million of the acquired accounts receivable, as of the respective acquisition dates. (2) Deferred payments, potential earn-outs, and potential incentive awards included at fair value. (See Note 12) |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Results of Discontinued Operations | The results of these discontinued operations were as follows (in thousands): Year Ended December 31, 2016 2015 2014 Revenue $ 48 $ 5,523 $ 8,920 Operating expenses, excluding DD&A, and other income (1,200 ) (5,830 ) (9,481 ) Loss from discontinued operations (1,152 ) (307 ) (561 ) (Loss) gain on disposal of assets — (193 ) 640 Loss on impairment of long-lived assets — — (900 ) Loss from discontinued operations, before income taxes (1,152 ) (500 ) (821 ) Income tax (benefit) expense (435 ) (180 ) 172 Loss from discontinued operations $ (717 ) $ (320 ) $ (993 ) |
GOODWILL AND INTANGIBLE ASSET35
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill By Reportable Segment | The changes in goodwill by reportable segment from December 31, 2014 to December 31, 2016 were as follows (in thousands): Ready-mixed Concrete Segment Aggregate Products Segment Other Non-Reportable Segments Total Balance at December 31, 2014 $ 47,757 $ — $ 3,000 $ 50,757 2015 acquisitions 46,062 13,984 — 60,046 Measurement period adjustments for prior year business combinations (1) (10,861 ) — 262 (10,599 ) Balance at December 31, 2015 82,958 13,984 3,262 100,204 2016 acquisitions (2) 60,034 — — 60,034 Measurement period adjustments for prior year business combinations (3) (15,477 ) (11,490 ) — (26,967 ) Balance at December 31, 2016 $ 127,515 $ 2,494 $ 3,262 $ 133,271 (1) The measurement period adjustments were primarily related to $4.3 million of property, plant, and equipment and $8.7 million of definite-lived and indefinite-lived intangible assets for the 2014 acquisitions. (2) The measurement period adjustments for 2016 acquisitions recorded during the year primarily included $23.4 million of definite-lived intangible assets and $16.6 million of property, plant, and equipment. (See Note 2) (3) The measurement period adjustments to our valuations of the 2015 acquisitions as of December 31, 2015 were primarily $21.3 million of property, plant, and equipment and $5.0 million definite-lived intangible assets offset by $1.2 million of unfavorable lease intangibles. (See Note 2) |
Schedule of Major Classes of Intangible Assets Acquired | Our purchased intangible assets were as follows (in thousands) as of December 31, 2016 and 2015 : December 31, 2016 Gross Accumulated Amortization Net Weighted Average Remaining Life (in years) Definite-lived intangible assets Customer relationships $ 82,174 $ (16,414 ) $ 65,760 5.97 Trade names 44,456 (4,948 ) 39,508 20.20 Non-competes 16,862 (5,160 ) 11,702 3.81 Leasehold interests 12,480 (1,693 ) 10,787 7.46 Favorable contract 3,650 (1,912 ) 1,738 1.67 Backlog 1,640 (1,640 ) — 0.00 Total definite-lived intangible assets 161,262 (31,767 ) 129,495 10.19 Indefinite-lived intangible assets Land rights (1) 1,478 — 1,478 Total purchased intangible assets $ 162,740 $ (31,767 ) $ 130,973 (1) Land rights acquired in the Custom-Crete acquisition 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 Custom-Crete acquisition will be reclassified to property, plant and equipment upon the division of certain shared properties and settlement of the associated deferred payment. |
Schedule of Estimated Remaining Amortization of Definite-Lived Intangible Assets | As of December 31, 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, 2017 $ 15,201 2018 14,646 2019 13,203 2020 12,432 2021 11,276 Thereafter 34,899 Total $ 101,657 As of December 31, 2016 , the estimated remaining amortization of our definite-lived intangible assets was as follows (in thousands): Year Ending December 31, 2017 $ 20,697 2018 20,114 2019 18,272 2020 16,080 2021 14,658 Thereafter 39,674 Total $ 129,495 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory as of December 31, 2016 and 2015 consisted of the following (in thousands): December 31, 2016 2015 Raw materials $ 38,752 $ 33,792 Building materials for resale 1,923 1,736 Other 1,304 1,198 $ 41,979 $ 36,726 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment, Net | Property, plant and equipment, net as of December 31, 2016 and 2015 consisted of the following (in thousands): December 31, 2016 2015 Land and mineral deposits $ 93,302 $ 69,265 Buildings and improvements 25,932 17,198 Machinery and equipment 167,804 131,209 Mixers, trucks and other vehicles 168,747 117,448 Other 1,322 227 Construction in progress 17,934 15,255 475,041 350,602 Less: accumulated depreciation and depletion (137,629 ) (102,479 ) $ 337,412 $ 248,123 |
ALLOWANCE FOR DOUBTFUL ACCOUN38
ALLOWANCE FOR DOUBTFUL ACCOUNTS AND CUSTOMER DISPUTES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Schedule of Activity in Allowance for Doubtful Accounts and Customer Disputes | Activity in our allowance for doubtful accounts and customer disputes consisted of the following (in thousands): December 31, 2016 2015 Balance, beginning of period $ 6,125 $ 3,726 Provision for doubtful accounts and customer disputes 2,966 4,198 Uncollectible receivables written off, net of recoveries (3,131 ) (1,799 ) Balance, end of period $ 5,960 $ 6,125 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Our accrued liabilities were as follows (in thousands): December 31, 2016 2015 Accrued materials $ 20,349 $ 22,428 Accrued compensation and benefits 16,553 15,024 Accrued insurance reserves 15,206 15,341 Accrued property, sales and other taxes 11,829 14,916 Deferred consideration 9,227 4,774 Contingent consideration, current portion 2,418 2,635 Accrued interest 2,217 1,500 Deferred rent 2,232 1,838 Other 5,212 7,398 $ 85,243 $ 85,854 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Summary of Debt and Capital Leases | A summary of the outstanding amounts of our debt and capital leases as of December 31, 2016 and 2015 was as follows (in thousands): December 31, 2016 2015 6.375% Senior unsecured notes due 2024 (1) $ 400,000 $ — 8.5% Senior secured notes due 2018 — 200,000 Senior secured credit facility — 45,000 Capital leases 37,860 16,555 Other financing 20,248 20,194 Debt issuance costs (8,810 ) (6,149 ) Total debt 449,298 275,600 Less: current maturities (16,654 ) (9,386 ) Long-term debt, net of current maturities $ 432,644 $ 266,214 (1) The effective interest rate for these notes as of December 31, 2016 was 6.62% . |
Schedule of Principal Amounts Due Under Debt Agreements | As of December 31, 2016 , the principal amounts due under our debt agreements for the next five years and thereafter were as follows (in thousands): Year Ending December 31, 2017 $ 16,654 2018 16,131 2019 13,229 2020 9,251 2021 2,768 Thereafter 400,075 $ 458,108 |
DERIVATIVES (Tables)
DERIVATIVES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Derivative Instruments | The following table presents the fair value of our derivative instruments (in thousands) as of December 31, 2016 and 2015 : Fair Value December 31, Derivative Instruments Not Designated as Balance Sheet Location 2016 2015 Warrants Derivative liabilities $ 57,415 $ 67,401 |
Schedule of the Effect of Derivative Instruments | The following table presents the effect of derivative instruments (in thousands) on our consolidated statements of operations for the years ended December 31, 2016 , 2015 , and 2014 , excluding income tax effects: Year Ended December 31, Derivative Instruments Not Designated as Location of Loss 2016 2015 2014 Warrants Derivative loss $ (19,938 ) $ (60,016 ) $ (3,556 ) |
Schedule of Warrant Volume Positions | Warrant volume positions are presented as the number of shares underlying the instruments. The table below presents our volume positions (in thousands) as of December 31, 2016 , 2015 , and 2014 : Number of Shares December 31, Derivative Instruments Not Designated as Hedging Instruments under ASC 815 2016 2015 2014 Warrants 1,395 2,361 2,999 |
FAIR VALUE DISCLOSURES (Tables)
FAIR VALUE DISCLOSURES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Liabilities Measured at Fair Value | The following tables present our fair value hierarchy for liabilities measured at fair value on a recurring basis as of December 31, 2016 and 2015 (in thousands): As of December 31, 2016 Total Level 1 Level 2 Level 3 Derivative – Warrants $ 57,415 $ — $ 57,415 $ — Contingent consideration, including current portion (1) (2) (3) (4) (5) 32,212 — — 32,212 $ 89,627 $ — $ 57,415 $ 32,212 As of 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) 30,119 — — 30,119 $ 97,520 $ — $ 67,401 $ 30,119 (1) The current portion of contingent consideration is included in accrued liabilities in our consolidated balance sheets. The long-term portion of contingent consideration is included in other long-term obligations and deferred credits in our 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 $1.4 million as of December 31, 2016 and $3.5 million as of December 31, 2015 . (3) 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 annual sales volume milestones, using a discount rate of 8.50% . The fair value of the Right Away Earn-out was $3.9 million and $4.7 million as of December 31, 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 December 31, 2016 and December 31, 2015 , respectively. (4) 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 annual EBITDA thresholds, using a discount rate of 8.75% and 10.53% as of December 31, 2016 and December 31, 2015 , respectively. The fair value of the Ferrara Bros. Contingent Consideration was $26.3 million and $21.2 million as of December 31, 2016 and December 31, 2015 , respectively. The Ferrara Bros. Contingent Consideration payments were capped at $35.0 million as of both December 31, 2016 and 2015 . (5) 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 probability-weighted assumptions related to the achievement of sales volume milestones, using a discount rate of 15.75% as both December 31, 2016 and December 31, 2015 . The fair value of the DuBrook Earn-out was $0.6 million and $0.7 million as of December 31, 2016 and December 31, 2015 , respectively. 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 December 31, 2016 and December 31, 2015 , respectively. |
Reconciliation of Changes in Level 3 Fair Value Measurements | A reconciliation of the changes in Level 3 fair value measurements is as follows for December 31, 2016 and 2015 (in thousands): Warrants Contingent Consideration Balance at December 31, 2014 $ 25,246 $ 5,344 Acquisitions (1) — 25,707 Total losses included in earnings (2) 19,551 932 Payment on contingent consideration — (1,864 ) Write-off of derivative on exercised Warrants (3) (4 ) — Issuances of equity, net of cash proceeds (4) (56 ) — Transfer out (5) (44,737 ) — Balance at December 31, 2015 — 30,119 Acquisitions (1) (6) — 15 Total losses included in earnings (2) — 5,225 Payment on contingent consideration — (3,147 ) Balance at December 31, 2016 $ — $ 32,212 (1) The liabilities for 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 contingent consideration associated with one of the 2015 Other Acquisitions were valued using a discounted cash flow technique. Inputs into the models 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 included discount rates ranging from 3.50% to 15.75% , a forecasted average of WTI prices from December 8, 2014 through December 7, 2016 from quoted sources, and management's estimates of future sales volumes and EBITDA. (2) Represents the loss on revaluation of Warrants from January 1, 2015 through June 30, 2015, which is included in derivative loss in our consolidated statements of operations, and the net loss on revaluation of contingent consideration, which is included in loss on revaluation of contingent consideration in our consolidated statements of operations. We recorded a net loss on revaluation of contingent consideration of $5.2 million in the year ended December 31, 2016 , as a result of the accretion of interest for the passage of time, change in the discount rates, as well as changes in the probability-weighted assumptions related to the achievement of sales volumes and certain EBITDA thresholds. We recognized a net loss on revaluation of contingent consideration of $0.9 million in the year ended December 31, 2015 . (3) Represents the pro rata portion of the derivative liability associated with exercised Warrants from January 1, 2015 through June 30, 2015 and measured at the date of share issuance, which is included in derivative loss in our consolidated statements of operations. (4) Represents the pro rata portion of the derivative liability associated with exercised Warrants from January 1, 2015 through June 30, 2015 and measured at the date of share issuance, which is included in additional paid-in capital in our consolidated balance sheets. (5) Transfer out of Level 3 financial liabilities was due to changes in the observability of market inputs used in the valuation of our Warrants. The transfer was measured as of June 30, 2015, the end of the period in which the transfer occurred. (6) Represents the fair value of the contingent consideration associated with one of the 2015 Other Acquisitions. |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Schedule of Information Regarding Common Stock | The following table presents information regarding U.S. Concrete’s common stock (in thousands): December 31, 2016 2015 Shares authorized 100,000 100,000 Shares outstanding at end of period 15,696 14,871 Shares held in treasury 888 842 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of our effective income tax rate to the amounts calculated by applying the federal statutory corporate tax rate of 35% is as follows (in thousands): Year Ended December 31, 2016 2015 2014 Tax expense (benefit) at statutory rate $ 10,755 35.0 % $ (1,510 ) 35.0 % $ 8,306 35.0 % Add (deduct): Rates different from statutory 621 2.0 (165 ) 3.8 — — State income taxes 1,429 4.6 (2,322 ) 53.8 2,792 11.8 Nondeductible items 496 1.6 511 (11.8 ) 1,304 5.5 Unrecognized tax benefit relating to Warrants 7,534 24.5 21,006 (486.8 ) 1,245 5.2 Valuation allowance 852 2.8 (21,057 ) 487.9 (10,992 ) (46.3 ) Unrecognized tax benefit — — 390 (9.0 ) 369 1.5 Derivatives and note discount — — — — (911 ) (3.8 ) Capital loss carryforward expiration — — 3,485 (80.8 ) — — Depletion — — (47 ) 1.1 — — Other (536 ) (1.7 ) 488 (11.3 ) 43 0.2 Income tax expense from continuing operations $ 21,151 68.8 % $ 779 (18.1 )% $ 2,156 9.1 % |
Schedule of Components of Income Tax Expense (Benefit) | The amounts of our consolidated federal and state income tax expense (benefit) from continuing operations were as follows (in thousands): Year Ended December 31, 2016 2015 2014 Current: U.S. Federal $ 1,987 $ 10,685 $ 487 U.S. State 2,352 2,716 1,674 Non-U.S. 26 (43 ) — 4,365 13,358 2,161 Deferred: U.S. Federal $ 15,464 $ (8,031 ) $ (5 ) U.S. State 1,946 (4,611 ) — Non-U.S. (624 ) 63 — 16,786 (12,579 ) (5 ) Income tax expense from continuing operations $ 21,151 $ 779 $ 2,156 Income tax expense (benefit) was allocated between continuing operations and discontinued operations as follows (in thousands): Year Ended December 31, 2016 2015 2014 Continuing operations $ 21,151 $ 779 $ 2,156 Discontinued operations (435 ) (180 ) 172 Income tax expense $ 20,716 $ 599 $ 2,328 |
Schedule of Deferred Tax Assets and Liabilities | We present the effects of those differences as deferred income tax liabilities and assets, as follows (in thousands): December 31, 2016 2015 Deferred tax assets: Goodwill and other intangibles $ 5,748 $ 4,165 Receivables 1,559 1,705 Inventory 4,303 4,114 Accrued insurance 5,872 5,170 Depletion — 366 Deferred revenue 4 358 Stock compensation 1,626 769 Charitable contribution carryover — — Other accrued expenses 7,288 7,465 Capital loss carryforward expiration — — Net operating loss carryforwards 5,914 5,699 Other 3,595 2,024 Total gross deferred tax assets 35,909 31,835 Valuation allowance (4,983 ) (4,131 ) Net deferred tax assets 30,926 27,704 Deferred income tax liabilities: Property, plant and equipment, net (38,544 ) (21,678 ) Depletion (38 ) — Total gross deferred tax (liabilities) (38,582 ) (21,678 ) Net deferred tax (liability) asset $ (7,656 ) $ 6,026 The allocation of deferred taxes between current and long-term as of December 31, 2016 and 2015 was as follows (in thousands): December 31, 2016 2015 Long-term deferred tax asset, net $ — $ 6,026 Long-term deferred tax liability, net (7,656 ) — Net deferred tax (liability) asset $ (7,656 ) $ 6,026 |
Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Year Ended December 31, 2016 2015 2014 Unrecognized tax benefits at January 1 $ 35,014 $ 12,098 $ 10,711 Additions for tax positions related to current year 8,088 22,916 1,715 Additions for tax positions related to prior years — — 100 Reductions due to lapse of statute of limitations — — (63 ) Settlements — — (365 ) Unrecognized tax benefits at December 31 $ 43,102 $ 35,014 $ 12,098 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Restricted Stock Unit Activity | Restricted stock unit activity for the year ended December 31, 2016 was as follows (units in thousands): Number Weighted- Unvested restricted stock units outstanding at beginning of period 16 $ 50.11 Granted 17 46.07 Vested (16 ) 50.11 Forfeited — — Unvested restricted stock units outstanding at end of period 17 $ 46.07 |
Schedule of Restricted Stock Award Activity | Restricted stock award activity for the year ended December 31, 2016 was as follows (shares in thousands): Number Weighted- Unvested restricted stock awards outstanding at beginning of period 216 $ 28.75 Granted 181 47.59 Vested (137 ) 29.34 Forfeited (24 ) 42.19 Unvested restricted stock awards outstanding at end of period 236 $ 41.51 |
Schedule of Range of Assumptions Used to Estimate the Fair Value Of Performance Based Restricted Stock | The range of assumptions used to estimate the fair value of performance-based restricted stock awards granted during the years ended December 31, 2016 , 2015 , and 2014 were as follows: Year Ended December 31, 2016 2015 2014 Expected term (years) 0.50 - 0.80 0.70 - 1.00 0.08 - 1.08 Expected volatility 36.9% 36.7% 38.6% - 42.6% Risk-free interest rate 1.09% 0.93% 0.87% - 1.17% Vesting Price (1) $64.00 - $71.25 $43.00 - $48.00 $29.43 - $35.60 Weighted-average grant date fair value per share $36.64 - $41.85 $21.47 - $24.94 $14.18 - $26.42 (1) The vesting price is the average of the daily volume-weighted average share price of U.S. Concrete's common stock over any period of 20 consecutive trading days within the three -year period beginning on the date of grant. |
Schedule of Stock Option Activity | Stock option activity for the year ended December 31, 2016 was as follows (shares in thousands): Number Weighted- Options outstanding at beginning of year 31 $ 17.32 Granted — — Exercised (6 ) 17.70 Forfeited and expired — — Options outstanding at end of year 25 $ 17.23 Options exercisable at end of year 25 $ 17.23 |
Schedule of Information about Stock Options Outstanding | The following table summarizes information about stock options outstanding as of December 31, 2016 (shares in thousands): Options Outstanding Options Exercisable Range of exercise prices Number of Shares Outstanding Weighted Average Remaining Contractual Life Weighted Average Exercise Price Per Share Number of Shares Outstanding Weighted Average Exercise Price Per Share $12.00 - $12.00 9 3.75 $ 12.00 9 $ 12.00 $15.00 - $15.00 8 3.75 15.00 8 15.00 $22.69 - $22.69 4 3.75 22.69 4 22.69 $26.68 - $26.68 4 3.75 26.68 4 26.68 $12.00 - $26.68 25 3.75 $ 17.23 25 $ 17.23 |
NET EARNINGS (LOSS) PER SHARE (
NET EARNINGS (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Reconciliation of Components of Basic and Diluted Earnings Per Share | The following is a reconciliation of the components of the basic and diluted earnings per share calculations for the years ended December 31, 2016, 2015, and 2014, in thousands: Year Ended December 31, 2016 2015 (1) 2014 Numerator: Income (loss) from continuing operations $ 9,578 $ (5,094 ) $ 21,575 Loss from discontinued operations, net of taxes (717 ) (320 ) (993 ) Numerator for basic and diluted earnings per share $ 8,861 $ (5,414 ) $ 20,582 Denominator: Basic weighted average common shares outstanding 15,098 14,080 13,541 Restricted stock and restricted stock units 84 — 210 Warrants 1,032 — 136 Stock options 12 — 11 Denominator for diluted earnings per share 16,226 14,080 13,898 (1) We reported losses from continuing and discontinued operations for the year ended December 31, 2015, and thus the share count used in the basic and diluted earnings per share calculation is the same. |
Schedule of Potentially Dilutive Shares Excluded from the Diluted Earnings (Loss) Per Share Calculations | The following table shows the type and number (in thousands) of potentially dilutive shares excluded from the diluted earnings (loss) per share calculations for the periods presented as their effect would have been anti-dilutive or they have not met their performance target: Year Ended December 31, 2016 2015 2014 Potentially dilutive shares: Unvested restricted stock awards and restricted stock units 36 232 84 Stock options — 31 14 Warrants — 2,361 1,500 Total potentially dilutive shares 36 2,624 1,598 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Certain Financial Information Relating to Continuing Operations by Reportable Segment | The following tables set forth certain financial information relating to our continuing operations by reportable segment (in thousands): Year Ended December 31, 2016 2015 2014 Revenue: Ready-mixed concrete Sales to external customers $ 1,060,991 $ 876,633 $ 632,787 Aggregate products Sales to external customers 41,665 34,191 31,662 Intersegment sales 34,669 26,248 20,956 Total aggregate products 76,334 60,439 52,618 Total reportable segment revenue 1,137,325 937,072 685,405 Other products and eliminations 30,835 37,645 18,309 Total revenue $ 1,168,160 $ 974,717 $ 703,714 Reportable Segment Adjusted EBITDA: Ready-mixed concrete $ 157,534 $ 131,940 $ 84,706 Aggregate products 21,731 14,996 10,549 Total reportable segment Adjusted EBITDA $ 179,265 $ 146,936 $ 95,255 Reconciliation of Total Reportable Segment Adjusted EBITDA to Income (Loss) From Continuing Operations: Total reportable segment Adjusted EBITDA $ 179,265 $ 146,936 $ 95,255 Other products and eliminations income from operations 9,874 8,704 3,082 Corporate overhead (43,483 ) (39,012 ) (30,870 ) Depreciation, depletion and amortization for reportable segments (50,618 ) (38,767 ) (20,362 ) Interest expense, net (27,709 ) (21,734 ) (20,431 ) Corporate (loss) gain on early extinguishment of debt (12,003 ) — 11 Corporate derivative loss (19,938 ) (60,016 ) (3,556 ) Loss on revaluation of contingent consideration for reportable segments (5,225 ) (932 ) — Corporate, other products and eliminations other income, net 566 506 602 Income (loss) from continuing operations before income taxes 30,729 (4,315 ) 23,731 Income tax expense 21,151 779 2,156 Income (loss) from continuing operations $ 9,578 $ (5,094 ) $ 21,575 Capital Expenditures: Ready-mixed concrete $ 25,343 $ 12,321 $ 21,754 Aggregate products 11,238 7,859 9,128 Other products and corporate 3,844 4,797 1,685 Total capital expenditures $ 40,425 $ 24,977 $ 32,567 Year Ended December 31, 2016 2015 2014 Revenue by Product: Ready-mixed concrete $ 1,060,991 $ 876,633 $ 632,787 Aggregate products 41,665 34,191 31,662 Aggregate distribution 25,464 25,438 4,856 Building materials 19,865 17,533 15,410 Lime 11,062 9,250 10,459 Hauling 5,395 5,425 4,221 Other 3,718 6,247 4,319 Total revenue $ 1,168,160 $ 974,717 $ 703,714 As of December 31, 2016 2015 2014 Identifiable Property, Plant and Equipment Assets: Ready-mixed concrete $ 229,077 $ 166,837 $ 126,141 Aggregate products 87,064 65,937 40,878 Other products and corporate 21,271 15,349 9,505 Total identifiable assets $ 337,412 $ 248,123 $ 176,524 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments | Future minimum rental payments with respect to our operating lease obligations as of December 31, 2016 , are as follows (in thousands): Year Ending December 31, 2017 $ 18,400 2018 14,747 2019 10,605 2020 7,480 2021 5,885 Thereafter 21,980 $ 79,097 |
EMPLOYEE BENEFIT PLANS AND MU49
EMPLOYEE BENEFIT PLANS AND MULTI-EMPLOYER PENSION PLANS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of Contributions to Significant Plans | The required disclosures and our participation in significant multi-employer pension plans are presented in the table below. The EIN / Pension Plan Number column provides the Employer Identification Number (“EIN”) and the three-digit plan number, if applicable. The Pension Protection Act zone status is based on information available from the plan or the plan’s public filings. Among other factors, plans in the red zone are generally less than 65% funded, plans in the orange or yellow zones are less than 80% funded, and plans in the green zone are at least 80% funded. The FIP / RP Status Pending / Implemented column indicates plans for which a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”) is either pending or has been implemented. The final column lists the expiration date(s) of the collective-bargaining agreements to which the plans are subject. Pension Fund EIN / PPN Pension FIP / RP Contributions Surcharge Expiration 2016 2014 and 2015 2016 2015 2014 Western Conference of Teamsters Pension Plan 91-6145047/001 Green Green No $ 4,820 $ 4,357 $ 3,568 No 8/27/2017 to 7/31/2020 Local 282 Pension Trust Fund 11-6245313/001 Green Green No 3,896 829 819 No 6/30/2019 Operating Engineers Pension Trust Fund 94-6090764/001 Red Orange No 1,121 1,173 933 No 7/1/2017 Trucking Employees of North Jersey Pension Fund 22-6063702/001 Red Red Yes 665 615 559 No 4/30/2018 Teamsters Local 641 22-6220288/001 Red Red Yes 300 111 88 No 4/30/2018 Other Various Various Various Various 1,420 973 976 Various 6/30/2017 to $ 12,222 $ 8,058 $ 6,943 |
SUPPLEMENTAL CONDENSED CONSOL50
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
CONDENSED CONSOLIDATING BALANCE SHEET | U.S. CONCRETE, INC. AND SUBSIDARIES CONDENSED CONSOLIDATING BALANCE SHEET DECEMBER 31, 2016 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 75,576 $ 198 $ — $ 75,774 Trade accounts receivable, net — 206,426 866 — 207,292 Inventories — 38,856 3,123 — 41,979 Prepaid expenses — 5,516 18 — 5,534 Other receivables 1,200 7,491 — — 8,691 Other current assets 39,239 2,004 15 (39,239 ) 2,019 Total current assets 40,439 335,869 4,220 (39,239 ) 341,289 Property, plant and equipment, net — 314,332 23,080 — 337,412 Goodwill — 127,518 5,753 — 133,271 Intangible assets, net — 127,798 3,175 — 130,973 Deferred income taxes — — 561 (561 ) — Investment in subsidiaries 368,726 — — (368,726 ) — Intercompany receivables 239,776 — — (239,776 ) — Other assets — 2,410 47 — 2,457 Total assets $ 648,941 $ 907,927 $ 36,836 $ (648,302 ) $ 945,402 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 458 $ 108,803 $ 1,433 $ — $ 110,694 Accrued liabilities 5,365 117,104 2,013 (39,239 ) 85,243 Current maturities of long-term debt — 16,654 — — 16,654 Derivative liabilities 57,415 — — — 57,415 Total current liabilities 63,238 242,561 3,446 (39,239 ) 270,006 Long-term debt, net of current maturities 391,190 41,454 — — 432,644 Other long-term obligations and deferred credits 5,684 39,613 970 — 46,267 Deferred income taxes — 8,217 — (561 ) 7,656 Intercompany payables — 233,319 6,457 (239,776 ) — Total liabilities 460,112 565,164 10,873 (279,576 ) 756,573 Total equity 188,829 342,763 25,963 (368,726 ) 188,829 Total liabilities and equity $ 648,941 $ 907,927 $ 36,836 $ (648,302 ) $ 945,402 U.S. CONCRETE, INC. AND SUBSIDARIES CONDENSED CONSOLIDATING BALANCE SHEET 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 YEAR ENDED DECEMBER 31, 2016 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated Revenue $ — $ 1,147,539 $ 20,621 $ — $ 1,168,160 Cost of goods sold before depreciation, depletion and amortization — 904,608 17,730 — 922,338 Selling, general and administrative expenses — 97,318 2,701 — 100,019 Depreciation, depletion and amortization — 52,795 2,057 — 54,852 Loss on remeasurement of contingent consideration 180 5,045 — — 5,225 Gain on sale of assets, net — (1,416 ) — — (1,416 ) (Loss) income from operations (180 ) 89,189 (1,867 ) — 87,142 Interest expense, net (25,922 ) (1,774 ) (13 ) — (27,709 ) Derivative loss (19,938 ) — — — (19,938 ) Loss on extinguishment of debt (12,003 ) — — — (12,003 ) Other income, net — 3,231 6 — 3,237 (Loss) income from continuing operations before income taxes and equity in earnings of subsidiaries (58,043 ) 90,646 (1,874 ) — 30,729 Income tax (benefit) expense (15,087 ) 36,830 (592 ) — 21,151 Net (loss) income from continuing operations before equity in earnings of subsidiaries (42,956 ) 53,816 (1,282 ) — 9,578 Loss from discontinued operations, net of taxes and before equity in earnings of subsidiaries — (717 ) — — (717 ) Net (loss) income before equity in earnings of subsidiaries (42,956 ) 53,099 (1,282 ) — 8,861 Equity in earnings of subsidiaries 51,817 — — (51,817 ) — Net income (loss) $ 8,861 $ 53,099 $ (1,282 ) $ (51,817 ) $ 8,861 U.S. CONCRETE, INC. AND SUBSIDARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 2015 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated Revenue $ — $ 970,701 $ 4,016 $ — $ 974,717 Cost of goods sold before depreciation, depletion and amortization — 765,314 3,125 — 768,439 Selling, general and administrative expenses — 86,569 304 — 86,873 Depreciation, depletion and amortization — 43,545 25 — 43,570 Loss on remeasurement of contingent consideration 871 61 — — 932 Gain on sale of assets, net — (468 ) — — (468 ) (Loss) income from operations (871 ) 75,680 562 — 75,371 Interest expense, net (20,452 ) (1,280 ) (2 ) — (21,734 ) Derivative loss (60,016 ) — — — (60,016 ) Other income (expense), net — 2,075 (11 ) — 2,064 (Loss) income from continuing operations before income taxes and equity in earnings of subsidiaries (81,339 ) 76,475 549 — (4,315 ) Income tax (benefit) expense (7,823 ) 8,581 21 — 779 Net (loss) income from continuing operations before equity in earnings of subsidiaries (73,516 ) 67,894 528 — (5,094 ) Loss from discontinued operations, net of taxes and before equity in earnings of subsidiaries — (320 ) — — (320 ) Net (loss) income before equity in earnings of subsidiaries (73,516 ) 67,574 528 — (5,414 ) Equity in earnings of subsidiaries 68,102 — — (68,102 ) — Net (loss) income $ (5,414 ) $ 67,574 $ 528 $ (68,102 ) $ (5,414 ) |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | U.S. CONCRETE, INC. AND SUBSIDARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 2016 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations U.S. Concrete Consolidated Net cash (used in) provided by operating activities $ (23,585 ) $ 134,685 $ 1,024 $ — $ 112,124 Cash flows from investing activities: Purchases of property, plant and equipment — (37,501 ) (2,924 ) — (40,425 ) Payments for acquisitions, net of cash acquired — (127,927 ) — — (127,927 ) Proceeds from disposals of property, plant and equipment — 2,744 — — 2,744 Proceeds from disposals of acquired businesses — 1,565 — — 1,565 Insurance proceeds from property loss claim — 1,348 — — 1,348 Investment in subsidiaries (1,480 ) — — 1,480 — Net cash used in investing activities (1,480 ) (159,771 ) (2,924 ) 1,480 (162,695 ) 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 348 — — — 348 Payments of other long-term obligations (657 ) (4,022 ) — — (4,679 ) Payments for other financing 160 (13,593 ) — — (13,433 ) Excess tax benefits from stock-based compensation 3,787 — — — 3,787 Debt issuance costs (7,824 ) — — — (7,824 ) Other treasury share purchases (2,857 ) — — — (2,857 ) Other proceeds — 578 — — 578 Intercompany funding (114,392 ) 113,845 2,027 (1,480 ) — Net cash provided by financing activities 25,065 96,808 2,027 (1,480 ) 122,420 Net increase in cash and cash equivalents — 71,722 127 — 71,849 Cash and cash equivalents at beginning of period — 3,854 71 — 3,925 Cash and cash equivalents at end of period $ — $ 75,576 $ 198 $ — $ 75,774 U.S. CONCRETE, INC. AND SUBSIDARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 2015 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations U.S. Concrete Consolidated Net cash (used in) provided by operating activities $ (17,619 ) $ 122,658 $ (778 ) $ — $ 104,261 Cash flows from investing activities: Purchases of property, plant and equipment — (24,977 ) — — (24,977 ) Payments for acquisitions, net of cash acquired (39,858 ) (89,411 ) (6,078 ) — (135,347 ) Proceeds from disposals of property, plant and equipment — 1,312 — — 1,312 Proceeds from disposals of business units — 1,177 — — 1,177 Investment in subsidiaries (785 ) — — 785 — Net cash used in investing activities (40,643 ) (111,899 ) (6,078 ) 785 (157,835 ) Cash flows from financing activities: Proceeds from revolver borrowings 206,809 — — — 206,809 Repayments of revolver borrowings (161,809 ) — — — (161,809 ) Repayments of debt (117 ) — — — (117 ) Proceeds from exercise of stock options and warrants 546 — — — 546 Payments of other long-term obligations (1,000 ) (1,298 ) — — (2,298 ) Payments for other financing — (8,611 ) — — (8,611 ) Debt issuance costs (893 ) — — — (893 ) Other treasury share purchases (6,330 ) — — — (6,330 ) Intercompany funding 21,056 (27,198 ) 6,927 (785 ) — Net cash provided by (used in) financing activities 58,262 (37,107 ) 6,927 (785 ) 27,297 Net (decrease) increase in cash and cash equivalents — (26,348 ) 71 — (26,277 ) Cash and cash equivalents at beginning of period — 30,202 — 30,202 Cash and cash equivalents at end of period $ — $ 3,854 $ 71 $ — $ 3,925 |
QUARTERLY SUMMARY (unaudited) (
QUARTERLY SUMMARY (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | Year Ended December 31, 2016 (in thousands, except per share data) First Second Third Fourth Revenue - continuing operations $ 245,045 $ 275,750 $ 328,588 $ 318,777 Net (loss) income $ (10,027 ) $ (3,477 ) $ 37,956 $ (15,591 ) Net (loss) income per share-basic $ (0.68 ) $ (0.23 ) $ 2.49 $ (1.01 ) Net (loss) income per share-diluted $ (0.68 ) $ (0.23 ) $ 2.34 $ (1.01 ) Year Ended December 31, 2015 (in thousands, except per share data) First Second Third Fourth Revenue - continuing operations $ 171,338 $ 244,695 $ 295,111 $ 263,573 Net (loss) income $ (10,484 ) $ 9,703 $ 1,619 $ (6,252 ) Net (loss) income per share-basic $ (0.77 ) $ 0.69 $ 0.11 $ (0.43 ) Net (loss) income per share-diluted $ (0.77 ) $ 0.64 $ 0.10 $ (0.43 ) |
ORGANIZATION AND SUMMARY OF S52
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Basis of Presentation (Narrative) (Details) | 12 Months Ended | ||
Dec. 31, 2016processing_facilitybusiness | Dec. 31, 2015quarryprocessing_facilitybusiness | Dec. 31, 2014mixer_truckprocessing_facilitybusinessterminal | |
Business Acquisition [Line Items] | |||
Number of businesses acquired | business | 6 | 8 | 9 |
Number of plants acquired | 10 | 22 | 7 |
Number of quarries acquired | quarry | 5 | ||
Number of volumetric ready-mixed concrete facilities acquired | 16 | ||
Number of volumetric ready-mixed concrete trucks acquired | mixer_truck | 109 | ||
New York | |||
Business Acquisition [Line Items] | |||
Number of aggregate distribution terminals | terminal | 2 |
ORGANIZATION AND SUMMARY OF S53
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property, Plant and Equipment, Net (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Buildings and land improvements | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful lives | 10 years |
Buildings and land improvements | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful lives | 40 years |
Machinery and equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful lives | 10 years |
Machinery and equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful lives | 30 years |
Mixers, trucks and other vehicles | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful lives | 1 year |
Mixers, trucks and other vehicles | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful lives | 12 years |
Other | Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful lives | 3 years |
Other | Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful lives | 10 years |
ORGANIZATION AND SUMMARY OF S54
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Intangible Assets (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 1 year |
Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives of intangible assets | 25 years |
ORGANIZATION AND SUMMARY OF S55
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Debt Issuance Costs (Narrative) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Reclassification of unamortized debt issuance costs | $ 8,810 | $ 6,149 |
Accounting Standards Update 2015-03 | Other assets | ||
Debt Instrument [Line Items] | ||
Reclassification of unamortized debt issuance costs | (6,100) | |
Accounting Standards Update 2015-03 | Long-term debt | ||
Debt Instrument [Line Items] | ||
Reclassification of unamortized debt issuance costs | $ 6,100 |
ORGANIZATION AND SUMMARY OF S56
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Insurance Programs (Narrative) (Details) - USD ($) $ in Millions | Dec. 31, 2016 | Dec. 31, 2015 |
Standby letters of credit agreements | ||
Loss Contingencies [Line Items] | ||
Guaranty liabilities | $ 12.6 | $ 11.3 |
Self-insured claims | ||
Loss Contingencies [Line Items] | ||
Amounts of self-insured claims | $ 13.5 | $ 12 |
ORGANIZATION AND SUMMARY OF S57
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Deferred tax assets, valuation allowance | $ 4,983 | $ 4,131 |
ORGANIZATION AND SUMMARY OF S58
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value of Financial Instruments (Narrative) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Contingent Consideration | |||
Debt Instrument [Line Items] | |||
Fair value of contingent consideration obligations associated with acquisitions | $ 32,212 | $ 30,119 | $ 5,344 |
2024 Notes | |||
Debt Instrument [Line Items] | |||
Fair value of Notes | 424,000 | ||
2018 Notes | |||
Debt Instrument [Line Items] | |||
Fair value of Notes | 207,000 | ||
Warrants | |||
Debt Instrument [Line Items] | |||
Fair value of issued Warrants | $ 57,415 | $ 67,401 |
ORGANIZATION AND SUMMARY OF S59
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Recent Accounting Pronouncements (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Minimum contractual commitments under long-term operating leases | $ 79.1 | $ 65.6 |
ACQUISITIONS AND DISPOSITIONS -
ACQUISITIONS AND DISPOSITIONS - 2016 Acquisitions (Narrative) (Details) $ in Millions | 5 Months Ended | 12 Months Ended | ||
Sep. 13, 2016USD ($)business | Dec. 31, 2016USD ($)mixer_truckprocessing_facilitybusinessshares | Dec. 31, 2015USD ($)mixer_truckprocessing_facilitybusinessshares | Dec. 31, 2014processing_facilitybusiness | |
Business Acquisition [Line Items] | ||||
Number of businesses acquired | business | 6 | 8 | 9 | |
Total consideration for acquisitions | $ 163 | |||
Number of plants acquired | processing_facility | 10 | 22 | 7 | |
Number of mixer trucks acquired | mixer_truck | 261 | |||
Cash paid on acquisition | $ 139.2 | |||
Deferred payments | $ 9.9 | |||
Consideration transferred, shares issued (in shares) | shares | 442,225 | |||
2016 Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Number of businesses acquired | business | 6 | |||
Cash paid on acquisition | $ 125 | |||
Deferred payments | $ 6.1 | |||
Period to make deferred payments | 3 years | |||
Estimated fair value of working capital true up payable to former owners | $ 5.8 | |||
Credits applied against existing trade accounts receivable | $ 1 | |||
Consideration transferred, shares issued (in shares) | shares | 136,215 | |||
Consideration transferred, shares issued, value | $ 7.5 | |||
2016 Acquisitions | New York Metropolitan | ||||
Business Acquisition [Line Items] | ||||
Number of businesses acquired | business | 4 | |||
Total consideration for acquisitions | $ 141.9 | |||
Number of plants acquired | processing_facility | 10 | |||
Number of mixer trucks acquired | mixer_truck | 189 | |||
2016 Acquisitions | West Texas | ||||
Business Acquisition [Line Items] | ||||
Number of businesses acquired | business | 2 | |||
Total consideration for acquisitions | $ 3.5 |
ACQUISITIONS AND DISPOSITIONS61
ACQUISITIONS AND DISPOSITIONS - Summary of Total Consideration for Acquisitions (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||
Goodwill | $ 133,271 | $ 100,204 | $ 50,757 |
2016 Acquisitions | |||
Business Acquisition [Line Items] | |||
Cash | 9 | ||
Accounts receivable | 12,314 | ||
Inventory | 1,249 | ||
Other current assets | 68 | ||
Property, plant and equipment | 34,918 | ||
Definite-lived intangible assets | 47,012 | ||
Total assets acquired | 95,570 | ||
Current liabilities | 7,831 | ||
Other long-term liabilities | 3,165 | ||
Total liabilities assumed | 10,996 | ||
Goodwill | 60,034 | ||
Total consideration (fair value) | $ 144,608 | ||
2015 Acquisitions | |||
Business Acquisition [Line Items] | |||
Cash | 2,036 | ||
Accounts receivable | 22,552 | ||
Inventory | 4,881 | ||
Other current assets | 1,006 | ||
Property, plant and equipment | 76,817 | ||
Definite-lived intangible assets | 71,456 | ||
Other long-term assets | 200 | ||
Total assets acquired | 178,948 | ||
Current liabilities | 18,630 | ||
Long-term deferred income tax | 5,546 | ||
Other long-term liabilities | 1,346 | ||
Total liabilities assumed | 25,522 | ||
Goodwill | 33,079 | ||
Total consideration (fair value) | 186,505 | ||
Fair value of acquired accounts receivable | 22,600 | ||
Gross contractual amount | 27,100 | ||
Amounts not expected to be collected | $ 4,500 |
ACQUISITIONS AND DISPOSITIONS62
ACQUISITIONS AND DISPOSITIONS - 2015 Acquisitions (Narrative) (Details) $ in Millions | 12 Months Ended | |||
Dec. 31, 2016processing_facilitybusiness | Dec. 31, 2015USD ($)quarrymixer_truckprocessing_facilitybusinessshares | Dec. 31, 2014processing_facilitybusiness | Sep. 24, 2015a | |
Business Acquisition [Line Items] | ||||
Number of businesses acquired | business | 6 | 8 | 9 | |
Total consideration for acquisitions | $ 163 | |||
Potential contingent consideration | 41.9 | |||
Cash purchase price | 139.2 | |||
Deferred payments | $ 9.9 | |||
Consideration transferred, shares issued (in shares) | shares | 442,225 | |||
Consideration transferred, value of shares issued | $ 15.1 | |||
Working capital receivable | $ 1.2 | |||
Number of plants acquired | processing_facility | 10 | 22 | 7 | |
Number of mixer trucks acquired | mixer_truck | 261 | |||
Number of quarries acquired | quarry | 5 | |||
Wantage | Quarry | ||||
Business Acquisition [Line Items] | ||||
Area of real estate property (acres) | a | 80 | |||
Wantage | Land | ||||
Business Acquisition [Line Items] | ||||
Area of real estate property (acres) | a | 77 | |||
2015 Other Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Number of businesses acquired | business | 2 | |||
Minimum | ||||
Business Acquisition [Line Items] | ||||
Period to make deferred payments | 1 year | |||
Maximum | ||||
Business Acquisition [Line Items] | ||||
Period to make deferred payments | 10 years |
ACQUISITIONS AND DISPOSITIONS63
ACQUISITIONS AND DISPOSITIONS - Acquired Intangible Assets and Goodwill (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||
Acquired intangible assets | $ 118.5 | $ 118.5 | |
Amortization expense of intangibles | $ 16.5 | $ 11.2 | $ 2.1 |
Minimum | |||
Business Acquisition [Line Items] | |||
Amortization period | 1 year | ||
Maximum | |||
Business Acquisition [Line Items] | |||
Amortization period | 25 years | ||
Unfavorable lease intangibles | |||
Business Acquisition [Line Items] | |||
Gross carrying amount of unfavorable lease intangibles | $ 1.5 | ||
Net carrying amount of unfavorable lease intangibles | $ 1.3 | ||
Weighted average remaining life | 5 years 8 months 23 days | ||
Unfavorable lease intangibles | Minimum | |||
Business Acquisition [Line Items] | |||
Amortization period | 4 years 9 months | ||
Unfavorable lease intangibles | Maximum | |||
Business Acquisition [Line Items] | |||
Amortization period | 10 years | ||
Restatement Adjustments | |||
Business Acquisition [Line Items] | |||
Amortization expense of intangibles | $ 0.1 | ||
2016 and 2015 acquisitions | |||
Business Acquisition [Line Items] | |||
Amortization expense of intangibles | 10.9 | ||
Goodwill not expected to be deductible for tax purposes | $ 10.7 |
ACQUISITIONS AND DISPOSITIONS64
ACQUISITIONS AND DISPOSITIONS - Schedule of Major Classes of Intangible Assets Acquired (Details) - 2016 and 2015 acquisitions $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Fair Value At Acquisition Date | $ 118,468 |
Customer relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period (In Years) | 6 years 9 months 18 days |
Fair Value At Acquisition Date | $ 56,119 |
Trade names | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period (In Years) | 22 years 6 months 22 days |
Fair Value At Acquisition Date | $ 39,726 |
Non-competes | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period (In Years) | 5 years 4 months 6 days |
Fair Value At Acquisition Date | $ 8,235 |
Leasehold interests | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period (In Years) | 8 years 5 months 12 days |
Fair Value At Acquisition Date | $ 9,098 |
Favorable contract | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period (In Years) | 3 years 6 months |
Fair Value At Acquisition Date | $ 3,650 |
Backlog | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Weighted Average Amortization Period (In Years) | 1 year |
Fair Value At Acquisition Date | $ 1,640 |
ACQUISITIONS AND DISPOSITIONS65
ACQUISITIONS AND DISPOSITIONS - Schedule of Estimated Future Aggregate Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||
2,017 | $ 20,697 | |
2,018 | 20,114 | |
2,019 | 18,272 | |
2,020 | 16,080 | |
2,021 | 14,658 | |
Thereafter | 39,674 | |
Net | 129,495 | $ 94,276 |
2016 and 2015 acquisitions | ||
Business Acquisition [Line Items] | ||
2,017 | 15,201 | |
2,018 | 14,646 | |
2,019 | 13,203 | |
2,020 | 12,432 | |
2,021 | 11,276 | |
Thereafter | 34,899 | |
Net | $ 101,657 |
ACQUISITIONS AND DISPOSITIONS66
ACQUISITIONS AND DISPOSITIONS - Actual and Pro Forma Impact of Acquisition (Narrative) (Details) $ in Millions | 12 Months Ended | 24 Months Ended | ||
Dec. 31, 2016USD ($)business | Dec. 31, 2015USD ($)business | Dec. 31, 2014business | Dec. 31, 2016business | |
Business Acquisition [Line Items] | ||||
Number of businesses acquired | business | 6 | 8 | 9 | |
Number of businesses acquired, included in pro forma information | business | 11 | |||
Acquisitions in 2016 And 2015 | ||||
Business Acquisition [Line Items] | ||||
Revenue recorded | $ | $ 274.2 | |||
Income from operations recorded | $ | $ 11.5 | |||
2015 Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Revenue recorded | $ | $ 131.9 | |||
Income from operations recorded | $ | $ 7.5 | |||
Other 2015 Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Number of businesses acquired, excluded from pro forma information | business | 2 | 1 | ||
Number of businesses acquired | business | 2 |
ACQUISITIONS AND DISPOSITIONS67
ACQUISITIONS AND DISPOSITIONS - Estimate of Results of Operations As If Acquisitions Had Been Completed (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Business Combinations [Abstract] | ||
Revenue from continuing operations | $ 1,258,912 | $ 1,190,088 |
Net income (loss) | $ 23,853 | $ (1,128) |
Income (loss) per share, basic (in dollars per share) | $ 1.58 | $ (0.08) |
Income (loss) per share, diluted (in dollars per share) | $ 1.47 | $ (0.08) |
ACQUISITIONS AND DISPOSITIONS68
ACQUISITIONS AND DISPOSITIONS - Schedule of Unaudited Pro Forma Net Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||
Increase in intangible amortization expense | $ (16,500) | $ (11,200) | $ (2,100) |
Interest expense, net | (27,709) | (21,734) | (20,431) |
Decrease in income tax expense | $ (21,151) | (779) | (2,156) |
Acquisition-related Costs | |||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||
Increase in intangible amortization expense | (3,835) | (9,552) | |
Decrease in depreciation expense | 0 | 231 | |
Exclusion of buyer transaction costs | 1,791 | 1,161 | |
Exclusion of seller transaction costs | 0 | 46 | |
Exclusion of pension expense for pension plan acquired | 0 | 212 | |
Exclusion of segment results for segment not acquired | 0 | (99) | |
Interest expense, net | (163) | (770) | |
Decrease in income tax expense | $ 5,405 | $ 439 |
ACQUISITIONS AND DISPOSITIONS69
ACQUISITIONS AND DISPOSITIONS - Sale of Pennsylvania Precast Operations (Narrative) (Details) - Discontinued operations, disposed of by sale - Precast concrete operation in Pennsylvania $ in Millions | Jun. 02, 2015USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Cash proceeds from sale | $ 0.3 |
Proceeds from sale in the form of a promissory note | 1.2 |
Discount on promissory note | $ 0.1 |
Promissory note, term | 2 years |
Promissory note, effective interest rate | 3.19% |
DISCONTINUED OPERATIONS - Narra
DISCONTINUED OPERATIONS - Narrative (Details) - USD ($) $ in Thousands | Jun. 02, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Impairment of long-lived assets | $ 0 | $ 0 | $ 900 | |
Operating cash flows used in discontinued operations | 500 | 400 | 1,500 | |
Investing cash flows provided by (used in) discontinued operations | 500 | 400 | 1,500 | |
Precast concrete operation in Pennsylvania | Discontinued operations, disposed of by sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Cash proceeds from sale | $ 300 | |||
Proceeds from sale in the form of a promissory note | 1,200 | |||
Discount on promissory note | 100 | |||
Pre-tax gain (loss) on transaction | $ (200) | |||
Impairment of long-lived assets | $ 0 | $ 0 | 900 | |
California precast operations | Discontinued operations, disposed of by sale | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Cash proceeds from sale | 1,500 | |||
Pre-tax gain (loss) on transaction | $ 600 |
DISCONTINUED OPERATIONS - Resul
DISCONTINUED OPERATIONS - Results of Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Loss on impairment of long-lived assets | $ 0 | $ 0 | $ (900) |
Income tax (benefit) expense | (435) | (180) | 172 |
Precast concrete operation in Pennsylvania | Discontinued operations, disposed of by sale | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Revenue | 48 | 5,523 | 8,920 |
Operating expenses, excluding DD&A, and other income | (1,200) | (5,830) | (9,481) |
Loss from discontinued operations | (1,152) | (307) | (561) |
(Loss) gain on disposal of assets | 0 | (193) | 640 |
Loss on impairment of long-lived assets | 0 | 0 | (900) |
Loss from discontinued operations, before income taxes | (1,152) | (500) | (821) |
Income tax (benefit) expense | (435) | (180) | 172 |
Loss from discontinued operations | $ (717) | $ (320) | $ (993) |
GOODWILL AND INTANGIBLE ASSET72
GOODWILL AND INTANGIBLE ASSETS, NET - Schedule of Changes in Goodwill By Reportable Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill | ||
Goodwill beginning balance | $ 100,204 | $ 50,757 |
Acquisitions | 60,034 | 60,046 |
Measurement period adjustments for prior year business combinations | (26,967) | (10,599) |
Goodwill ending balance | 133,271 | 100,204 |
Ready-mixed Concrete Segment | ||
Goodwill | ||
Goodwill beginning balance | 82,958 | 47,757 |
Acquisitions | 60,034 | 46,062 |
Measurement period adjustments for prior year business combinations | (15,477) | (10,861) |
Goodwill ending balance | 127,515 | 82,958 |
Aggregate Products Segment | ||
Goodwill | ||
Goodwill beginning balance | 13,984 | 0 |
Acquisitions | 0 | 13,984 |
Measurement period adjustments for prior year business combinations | (11,490) | 0 |
Goodwill ending balance | 2,494 | 13,984 |
Other Non-Reportable Segments | ||
Goodwill | ||
Goodwill beginning balance | 3,262 | 3,000 |
Acquisitions | 0 | 0 |
Measurement period adjustments for prior year business combinations | 0 | 262 |
Goodwill ending balance | 3,262 | 3,262 |
2014 acquisitions | ||
Goodwill | ||
Property, plant and equipment | 4,300 | |
Definite-lived and indefinite-lived intangible assets | 8,700 | |
2016 acquisitions | ||
Goodwill | ||
Goodwill ending balance | 60,034 | |
Property, plant and equipment | 16,600 | |
Definite-lived and indefinite-lived intangible assets | $ 23,400 | |
Wantage, Heavy and the 2015 Other Acquisitions | ||
Goodwill | ||
Property, plant and equipment | 21,300 | |
Definite-lived and indefinite-lived intangible assets | 5,000 | |
Unfavorable lease intangibles | $ 1,200 |
GOODWILL AND INTANGIBLE ASSET73
GOODWILL AND INTANGIBLE ASSETS, NET - Schedule of Purchased Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 161,262 | $ 109,253 |
Accumulated Amortization | (31,767) | (14,977) |
Net | $ 129,495 | $ 94,276 |
Weighted Average Remaining Life (in years) | 10 years 2 months 8 days | 13 years 25 days |
Intangible assets, gross | $ 162,740 | $ 110,731 |
Accumulated Amortization | (31,767) | (14,977) |
Intangible assets, net | 130,973 | 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 | 82,174 | 45,969 |
Accumulated Amortization | (16,414) | (7,939) |
Net | $ 65,760 | $ 38,030 |
Weighted Average Remaining Life (in years) | 5 years 11 months 19 days | 7 years 4 months 2 days |
Accumulated Amortization | $ (16,414) | $ (7,939) |
Trade names | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 44,456 | 40,302 |
Accumulated Amortization | (4,948) | (2,060) |
Net | $ 39,508 | $ 38,242 |
Weighted Average Remaining Life (in years) | 20 years 2 months 12 days | 22 years 14 days |
Accumulated Amortization | $ (4,948) | $ (2,060) |
Non-competes | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 16,862 | 10,167 |
Accumulated Amortization | (5,160) | (2,211) |
Net | $ 11,702 | $ 7,956 |
Weighted Average Remaining Life (in years) | 3 years 9 months 22 days | 3 years 10 months 13 days |
Accumulated Amortization | $ (5,160) | $ (2,211) |
Leasehold interests | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 12,480 | 7,525 |
Accumulated Amortization | (1,693) | (668) |
Net | $ 10,787 | $ 6,857 |
Weighted Average Remaining Life (in years) | 7 years 5 months 16 days | 10 years 5 months 26 days |
Accumulated Amortization | $ (1,693) | $ (668) |
Favorable contract | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 3,650 | 3,650 |
Accumulated Amortization | (1,912) | (869) |
Net | $ 1,738 | $ 2,781 |
Weighted Average Remaining Life (in years) | 1 year 8 months 1 day | 2 years 8 months 1 day |
Accumulated Amortization | $ (1,912) | $ (869) |
Backlog | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 1,640 | 1,640 |
Accumulated Amortization | (1,640) | (1,230) |
Net | $ 0 | $ 410 |
Weighted Average Remaining Life (in years) | 0 years | 3 months |
Accumulated Amortization | $ (1,640) | $ (1,230) |
GOODWILL AND INTANGIBLE ASSET74
GOODWILL AND INTANGIBLE ASSETS, NET - Schedule of Estimated Remaining Amortization of Definite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Year Ending December 31, | ||
2,017 | $ 20,697 | |
2,018 | 20,114 | |
2,019 | 18,272 | |
2,020 | 16,080 | |
2,021 | 14,658 | |
Thereafter | 39,674 | |
Net | $ 129,495 | $ 94,276 |
GOODWILL AND INTANGIBLE ASSET75
GOODWILL AND INTANGIBLE ASSETS, NET - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense of intangibles | $ 16.5 | $ 11.2 | $ 2.1 |
Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization period | 1 year | ||
Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization period | 25 years | ||
Unfavorable lease intangibles | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount of unfavorable lease intangibles | $ 1.5 | ||
Net carrying amount of unfavorable lease intangibles | $ 1.3 | ||
Weighted average life of unfavorable lease intangibles | 5 years 8 months 23 days | ||
Unfavorable lease intangibles | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization period | 4 years 9 months | ||
Unfavorable lease intangibles | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization period | 10 years |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 38,752 | $ 33,792 |
Building materials for resale | 1,923 | 1,736 |
Other | 1,304 | 1,198 |
Total inventory | $ 41,979 | $ 36,726 |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Schedule of Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 475,041 | $ 350,602 | |
Less: accumulated depreciation and depletion | (137,629) | (102,479) | |
Property, plant and equipment, net | 337,412 | 248,123 | $ 176,524 |
Land and mineral deposits | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 93,302 | 69,265 | |
Buildings and improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 25,932 | 17,198 | |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 167,804 | 131,209 | |
Mixers, trucks and other vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 168,747 | 117,448 | |
Other | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 1,322 | 227 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 17,934 | $ 15,255 |
PROPERTY, PLANT AND EQUIPMENT78
PROPERTY, PLANT AND EQUIPMENT - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | |||
Net carrying amounts of mineral deposits | $ 35.2 | $ 28.1 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation and depletion expense | 38.3 | 32.4 | $ 21.8 |
Mixer trucks | |||
Property, Plant and Equipment [Line Items] | |||
Gross assets recorded under capital leases | 49.5 | 20.5 | |
Accumulated amortization | $ 4.2 | $ 1.3 |
ALLOWANCE FOR DOUBTFUL ACCOUN79
ALLOWANCE FOR DOUBTFUL ACCOUNTS AND CUSTOMER DISPUTES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Allowance for Doubtful Accounts and Customer Disputes | ||
Balance, beginning of period | $ 6,125 | $ 3,726 |
Provision for doubtful accounts and customer disputes | 2,966 | 4,198 |
Uncollectible receivables written off, net of recoveries | (3,131) | (1,799) |
Balance, end of period | $ 5,960 | $ 6,125 |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Accrued materials | $ 20,349 | $ 22,428 |
Accrued compensation and benefits | 16,553 | 15,024 |
Accrued insurance reserves | 15,206 | 15,341 |
Accrued property, sales and other taxes | 11,829 | 14,916 |
Deferred consideration | 9,227 | 4,774 |
Contingent consideration, current portion | 2,418 | 2,635 |
Accrued interest | 2,217 | 1,500 |
Deferred rent | 2,232 | 1,838 |
Other | 5,212 | 7,398 |
Accrued liabilities | $ 85,243 | $ 85,854 |
DEBT - Summary of Debt and Capi
DEBT - Summary of Debt and Capital Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Capital leases | $ 37,860 | $ 16,555 |
Debt issuance costs | (8,810) | (6,149) |
Total debt | 449,298 | 275,600 |
Less: current maturities | (16,654) | (9,386) |
Long-term debt, net of current maturities | 432,644 | 266,214 |
Senior secured credit facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | 0 | 45,000 |
Other financing | ||
Debt Instrument [Line Items] | ||
Long-term debt | 20,248 | 20,194 |
6.375% Senior unsecured notes due 2024 | Unsecured notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 400,000 | 0 |
Stated interest rate | 6.375% | |
Effective interest rate | 6.62% | |
8.5% Senior secured notes due 2018 | Secured notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 0 | $ 200,000 |
Stated interest rate | 8.50% |
DEBT - Schedule of Principal Am
DEBT - Schedule of Principal Amounts Due Under Debt Agreements (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Debt Disclosure [Abstract] | |
2,017 | $ 16,654 |
2,018 | 16,131 |
2,019 | 13,229 |
2,020 | 9,251 |
2,021 | 2,768 |
Thereafter | 400,075 |
Total debt | $ 458,108 |
DEBT - Senior Unsecured Notes d
DEBT - Senior Unsecured Notes due 2024 (Narrative) (Details) - USD ($) | Dec. 31, 2016 | Jun. 30, 2016 | Jun. 07, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||||
Deferred financing costs | $ 8,810,000 | $ 6,149,000 | ||
Senior unsecured notes | 2024 Notes | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount of offering | $ 400,000,000 | |||
Stated interest rate | 6.375% | 6.375% | ||
Deferred financing costs | $ 7,700,000 | |||
Senior secured notes | 2018 Notes | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 8.50% | |||
Outstanding senior secured notes redeemed | $ 200,000,000 | $ 200,000,000 |
DEBT - Senior Secured Notes due
DEBT - Senior Secured Notes due 2018 (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Jun. 07, 2016 | |
Debt Instrument [Line Items] | ||||||
Accrued interest | $ 24,535,000 | $ 19,503,000 | $ 18,636,000 | |||
Loss on extinguishment of debt | $ 12,000,000 | $ 12,003,000 | $ 0 | $ (11,000) | ||
Senior secured notes | 2018 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Notes redeemed | $ 200,000,000 | 200,000,000 | $ 200,000,000 | |||
Redemption price (as a percent) | 104.25% | |||||
Accrued interest | $ 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) | Nov. 18, 2015USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Senior secured credit facility | |||
Debt Instrument [Line Items] | |||
Limitation on borrowing base, percentage of eligible inventory | 70.00% | ||
Limitation on borrowing base, inventory product, percentage | 90.00% | ||
Limitation on borrowing base, net orderly liquidation value of eligible machinery | 85.00% | ||
Limitation on borrowing base, borrowing base attributable to eligible truck and eligible machinery shall not exceed, percent of borrowing base | 30.00% | ||
Revolving Facility | |||
Debt Instrument [Line Items] | |||
Availability under Revolving Facility | $ 221,300,000 | $ 131,200,000 | |
Line of Credit | Revolving Facility | Senior secured credit facility | |||
Debt Instrument [Line Items] | |||
Borrowing capacity under credit agreements | $ 250,000,000 | ||
Increases in total revolving commitments included in accordion feature | $ 100,000,000 | ||
Outstanding borrowings | $ 0 | ||
Limitation on borrowing base, accounts receivable, percentage | 90.00% | ||
Limitation on borrowing base, accounts receivable, reduction in percentage | 85.00% | ||
Limitation on borrowing base, cost of newly acquired trucks net of a provisions for depreciation on eligible trucks and liquidation of eligible trucks, percentage | 80.00% | ||
Reduction to limitation on borrowing base, newly acquired trucks to be reduced by orderly liquidation value of eligible trucks, percentage | 85.00% | ||
Reduction to limitation on borrowing base, newly acquired trucks to be reduced by depreciation of eligible trucks since last appraisal, percentage | 85.00% | ||
Minimum fixed charge coverage ratio | 100.00% | ||
Fixed charge coverage ratio | 2.86 | ||
Line of Credit | Letters of credit | Senior secured credit facility | |||
Debt Instrument [Line Items] | |||
Borrowing capacity under credit agreements | $ 30,000,000 | $ 12,600,000 | |
Line of Credit | Discretionary Over-Advances | Senior secured credit facility | |||
Debt Instrument [Line Items] | |||
Borrowing capacity under credit agreements | 25,000,000 | ||
Line of Credit | Swingline loans | Senior secured credit facility | |||
Debt Instrument [Line Items] | |||
Borrowing capacity under credit agreements | $ 15,000,000 |
DEBT - Capital Leases and Other
DEBT - Capital Leases and Other Financing (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | 48 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||
Principal amount of leasing arrangements | $ 37.9 | ||
Current maturities of long-term debt | $ 9.8 | $ 9.8 | $ 4 |
Capital leases and other financings | |||
Debt Instrument [Line Items] | |||
Weighted average interest rate | 3.11% | 3.11% | 3.07% |
Other financing | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount of offering | $ 19.9 | $ 19.9 | |
Other financing | Minimum | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 2.50% | 2.50% | |
Debt, term | 1 year | ||
Other financing | Maximum | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 4.86% | 4.86% | |
Debt, term | 5 years | ||
Capital leases | Minimum | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 0.01% | 0.01% | |
Debt, term | 2 years | ||
Capital leases | Maximum | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 5.24% | 5.24% | |
Debt, term | 5 years |
DERIVATIVES - Narrative (Detail
DERIVATIVES - Narrative (Details) - $ / shares shares in Millions | Dec. 31, 2016 | Aug. 31, 2010 |
Class A Warrant | ||
Class of Warrant or Right [Line Items] | ||
Warrants issued to acquire common stock (in shares) | 0.8 | 1.5 |
Exercise price (in dollars per share) | $ 22.69 | |
Class B Warrant | ||
Class of Warrant or Right [Line Items] | ||
Warrants issued to acquire common stock (in shares) | 0.6 | 1.5 |
Exercise price (in dollars per share) | $ 26.68 |
DERIVATIVES - Schedule of Fair
DERIVATIVES - Schedule of Fair Value of Derivative Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Derivatives, Fair Value [Line Items] | ||
Fair Value | $ 57,415 | $ 67,401 |
Warrants | Derivative Instruments Not Designated as Hedging Instruments under ASC 815 | Derivative liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Fair Value | $ 57,415 | $ 67,401 |
DERIVATIVES - Schedule of the E
DERIVATIVES - Schedule of the Effect of Derivative Instruments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative loss | $ (19,938) | $ (60,016) | $ (3,556) |
Warrants | Derivative loss | Derivative Instruments Not Designated as Hedging Instruments under ASC 815 | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative loss | $ (19,938) | $ (60,016) | $ (3,556) |
DERIVATIVES - Schedule of Warra
DERIVATIVES - Schedule of Warrant Volume Positions (Details) - instrument instrument in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Warrants | Derivative Instruments Not Designated as Hedging Instruments under ASC 815 | |||
Derivative [Line Items] | |||
Number of Shares | 1,395 | 2,361 | 2,999 |
OTHER LONG-TERM OBLIGATIONS A91
OTHER LONG-TERM OBLIGATIONS AND DEFERRED CREDITS (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Long-term contingent consideration obligations | $ 29.9 | $ 27.5 |
Long-term deferred payment obligation | $ 7.8 | $ 5.3 |
Minimum | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Contingent consideration obligations, term | 2 years | |
Long-term deferred payment arrangements, term | 1 year | |
Maximum | ||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | ||
Contingent consideration obligations, term | 6 years | |
Long-term deferred payment arrangements, term | 10 years |
FAIR VALUE DISCLOSURES - Schedu
FAIR VALUE DISCLOSURES - Schedule of Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, including current portion | $ 32,212 | $ 30,119 |
Financial liabilities measured at fair value | 89,627 | 97,520 |
Contingent consideration capped at | 41,900 | |
Bode Gravel Co. and Bode Concrete LLC | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, including current portion | $ 1,400 | 3,500 |
Discount rate | 7.00% | |
Right Away | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, including current portion | $ 5,000 | 6,000 |
Discount rate | 8.50% | |
Fair value of earn-out/contingent consideration | $ 3,900 | 4,700 |
Ferrara Bros. | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, including current portion | $ 35,000 | $ 35,000 |
Discount rate | 8.75% | 10.53% |
Fair value of earn-out/contingent consideration | $ 26,300 | $ 21,200 |
DuBrook | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Discount rate | 15.75% | 15.75% |
Fair value of earn-out/contingent consideration | $ 600 | $ 700 |
Contingent consideration capped at | 700 | 1,000 |
Derivative – Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative – Warrants | 57,415 | 67,401 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, including current portion | 0 | 0 |
Financial liabilities measured at fair value | 0 | 0 |
Level 1 | Derivative – Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative – Warrants | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, including current portion | 0 | 0 |
Financial liabilities measured at fair value | 57,415 | 67,401 |
Level 2 | Derivative – Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative – Warrants | 57,415 | 67,401 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, including current portion | 32,212 | 30,119 |
Financial liabilities measured at fair value | 32,212 | 30,119 |
Level 3 | Derivative – Warrants | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative – Warrants | $ 0 | $ 0 |
FAIR VALUE DISCLOSURES - Reconc
FAIR VALUE DISCLOSURES - Reconciliation of Changes in Level 3 Fair Value Measurements (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Minimum | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||
Discount rate | 3.50% | |
Maximum | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||
Discount rate | 15.75% | |
Warrants | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||
Beginning Balance | $ 0 | $ 25,246 |
Acquisitions | 0 | 0 |
Total losses included in earnings | 0 | 19,551 |
Payment on contingent consideration | 0 | 0 |
Write-off of derivative on exercised Warrants | (4) | |
Issuances of equity, net of cash proceeds | (56) | |
Transfer out | (44,737) | |
Ending Balance | 0 | 0 |
Contingent Consideration | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||
Beginning Balance | 30,119 | 5,344 |
Acquisitions | 15 | 25,707 |
Total losses included in earnings | 5,225 | 932 |
Payment on contingent consideration | (3,147) | (1,864) |
Write-off of derivative on exercised Warrants | 0 | |
Issuances of equity, net of cash proceeds | 0 | |
Transfer out | 0 | |
Ending Balance | $ 32,212 | $ 30,119 |
WARRANTS (Details)
WARRANTS (Details) - shares shares in Millions | Dec. 31, 2016 | Aug. 31, 2010 |
Class A warrant | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding (in shares) | 0.8 | 1.5 |
Class B warrant | ||
Class of Warrant or Right [Line Items] | ||
Warrants outstanding (in shares) | 0.6 | 1.5 |
STOCKHOLDERS' EQUITY - Schedule
STOCKHOLDERS' EQUITY - Schedule of Information Regarding Common Stock (Details) - shares | Dec. 31, 2016 | Dec. 31, 2015 |
Equity [Abstract] | ||
Shares authorized | 100,000,000 | 100,000,000 |
Shares outstanding at end of period | 15,696,000 | 14,871,000 |
Shares held in treasury | 888,000 | 842,000 |
STOCKHOLDERS' EQUITY - Narrativ
STOCKHOLDERS' EQUITY - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Sep. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | May 31, 2014 | |
Equity [Abstract] | ||||||
Preferred stock, issued (in shares) | 0 | 0 | ||||
Preferred stock, outstanding (in shares) | 0 | 0 | ||||
Common stock issued (in shares) | 136,215 | 442,225 | ||||
Common stock issued, value | $ 7,500,000 | $ 15,100,000 | $ 7,660,000 | $ 15,089,000 | ||
Class of Stock [Line Items] | ||||||
Other treasury share purchases | $ 2,857,000 | $ 6,330,000 | $ 2,056,000 | |||
Common Stock | ||||||
Equity [Abstract] | ||||||
Common stock issued (in shares) | 136,000 | 442,000 | ||||
Common stock issued, value | $ 1,000 | |||||
Class of Stock [Line Items] | ||||||
Repurchases of common stock (in shares) | 46,000 | 145,000 | 83,000 | |||
Treasury Stock | ||||||
Class of Stock [Line Items] | ||||||
Other treasury share purchases | $ 2,857,000 | $ 6,330,000 | $ 2,056,000 | |||
Repurchase of treasury shares | Beneficial Owner | Whippoorwill | ||||||
Class of Stock [Line Items] | ||||||
Repurchases of common stock (in shares) | 0 | 0 | ||||
Share Repurchase Program | Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Authorized repurchase amount | $ 50,000,000 |
INCOME TAXES - Schedule of Effe
INCOME TAXES - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Effective Income Tax Rate Reconciliation, Amount | |||
Tax expense (benefit) at statutory rate | $ 10,755 | $ (1,510) | $ 8,306 |
Rates different from statutory | 621 | (165) | 0 |
State income taxes | 1,429 | (2,322) | 2,792 |
Nondeductible items | 496 | 511 | 1,304 |
Unrecognized tax benefit relating to Warrants | 7,534 | 21,006 | 1,245 |
Valuation allowance | 852 | (21,057) | (10,992) |
Unrecognized tax benefit | 0 | 390 | 369 |
Derivatives and note discount | 0 | 0 | (911) |
Capital loss carryforward expiration | 0 | 3,485 | 0 |
Depletion | 0 | (47) | 0 |
Other | (536) | 488 | 43 |
Income tax expense from continuing operations | $ 21,151 | $ 779 | $ 2,156 |
Effective Income Tax Rate Reconciliation, Percent | |||
Tax expense (benefit) at statutory rate | 35.00% | 35.00% | 35.00% |
Rates different from statutory | 2.00% | 3.80% | 0.00% |
State income taxes | 4.60% | 53.80% | 11.80% |
Nondeductible items | 1.60% | (11.80%) | 5.50% |
Unrecognized tax benefit relating to Warrants | 24.50% | (486.80%) | 5.20% |
Valuation allowance | 2.80% | 487.90% | (46.30%) |
Unrecognized tax benefit | (0.00%) | (9.00%) | 1.50% |
Derivatives and note discount | 0.00% | 0.00% | (3.80%) |
Capital loss carryforward expiration | 0.00% | (80.80%) | 0.00% |
Depletion | 0.00% | 1.10% | 0.00% |
Other | (1.70%) | (11.30%) | 0.20% |
Income tax expense from continuing operations | 68.80% | (18.10%) | 9.10% |
INCOME TAXES - Schedule of Comp
INCOME TAXES - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | |||
U.S. Federal | $ 1,987 | $ 10,685 | $ 487 |
U.S. State | 2,352 | 2,716 | 1,674 |
Non-U.S. | 26 | (43) | 0 |
Current income tax expense (benefit) | 4,365 | 13,358 | 2,161 |
Deferred: | |||
U.S. Federal | 15,464 | (8,031) | (5) |
U.S. State | 1,946 | (4,611) | 0 |
Non-U.S. | (624) | 63 | 0 |
Deferred income tax expense (benefit) | 16,786 | (12,579) | (5) |
Income tax expense from continuing operations | 21,151 | 779 | 2,156 |
Discontinued operations | (435) | (180) | 172 |
Income tax expense | $ 20,716 | $ 599 | $ 2,328 |
INCOME TAXES - Schedule of Defe
INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Goodwill and other intangibles | $ 5,748 | $ 4,165 |
Receivables | 1,559 | 1,705 |
Inventory | 4,303 | 4,114 |
Accrued insurance | 5,872 | 5,170 |
Depletion | 0 | 366 |
Deferred revenue | 4 | 358 |
Stock compensation | 1,626 | 769 |
Charitable contribution carryover | 0 | 0 |
Other accrued expenses | 7,288 | 7,465 |
Capital loss carryforward expiration | 0 | 0 |
Net operating loss carryforwards | 5,914 | 5,699 |
Other | 3,595 | 2,024 |
Total gross deferred tax assets | 35,909 | 31,835 |
Valuation allowance | (4,983) | (4,131) |
Net deferred tax assets | 30,926 | 27,704 |
Deferred income tax liabilities: | ||
Property, plant and equipment, net | (38,544) | (21,678) |
Depletion | (38) | 0 |
Total gross deferred tax (liabilities) | (38,582) | (21,678) |
Net deferred tax liability | (7,656) | |
Net deferred tax asset | 6,026 | |
Long-term deferred tax asset, net | 0 | 6,026 |
Long-term deferred tax liability, net | $ (7,656) | $ 0 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Loss Carryforwards [Line Items] | ||||
Valuation allowances | $ 4,983,000 | $ 4,131,000 | ||
Net deferred tax liability | 7,656,000 | |||
Net deferred tax asset | 6,026,000 | |||
Amount excluded from tax provision | 7,500,000 | 22,500,000 | ||
Tax effect to tax provision | $ 0 | |||
Deferred taxes that are more likely than not to be realizable | 21,100,000 | |||
Cash associated with indefinitely reinvested foreign earnings | 0 | |||
Unrecognized tax benefits | 43,102,000 | 35,014,000 | 12,098,000 | $ 10,711,000 |
Interest and penalties | 100,000 | 100,000 | $ 100,000 | |
Total accrued penalties and interest | 500,000 | 300,000 | ||
Warrants | ||||
Operating Loss Carryforwards [Line Items] | ||||
Unrecognized tax benefits | $ 39,800,000 | $ 30,900,000 |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns | |||
Beginning Balance | $ 35,014 | $ 12,098 | $ 10,711 |
Additions for tax positions related to current year | 8,088 | 22,916 | 1,715 |
Additions for tax positions related to prior years | 0 | 0 | 100 |
Reductions due to lapse of statute of limitations | 0 | 0 | (63) |
Settlements | 0 | 0 | (365) |
Ending Balance | $ 43,102 | $ 35,014 | $ 12,098 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense recognized | $ 7,100,000 | $ 5,800,000 | $ 3,700,000 |
Excess tax benefit | $ 3,800,000 | $ 5,000,000 | $ 0 |
Granted (in shares) | 0 | 0 | 0 |
Total intrinsic value of stock options exercised | $ 105,000 | $ 315,000 | $ 377,000 |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average grant date fair value per share (in dollars per share) | $ 36.64 | $ 21.47 | $ 14.18 |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average grant date fair value per share (in dollars per share) | $ 41.85 | $ 24.94 | $ 26.42 |
Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense recognized | $ 800,000 | $ 600,000 | $ 600,000 |
Unrecognized compensation cost | $ 6,300,000 | ||
Weighted-average recognition period | 11 months | ||
Weighted-average grant date fair value per share (in dollars per share) | $ 46.07 | $ 50.11 | $ 25.57 |
Fair value of restricted stock units vested | $ 800,000 | $ 600,000 | $ 600,000 |
Restricted Stock Units | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 1 year | ||
Restricted Stock Units | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Restricted Stock Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense recognized | $ 6,300,000 | $ 5,200,000 | $ 3,100,000 |
Award vesting period | 3 years | ||
Weighted-average grant date fair value per share (in dollars per share) | $ 47.59 | $ 30.50 | $ 21.11 |
Fair value of restricted stock units vested | $ 4,000,000 | $ 5,900,000 | $ 1,500,000 |
Percentage of plan that vest in relation to time | 60.00% | ||
Percentage of plan that vests based on performance | 40.00% | ||
Incremental compensation expense | 200,000 | ||
Restricted Stock Awards | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 2 years | ||
Restricted Stock Awards | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense recognized | $ 0 | 0 | 100,000 |
Total intrinsic value of stock options exercised | 300,000 | 500,000 | 200,000 |
Aggregate intrinsic value of outstanding and exercisable stock options | $ 1,200,000 | $ 1,100,000 | $ 500,000 |
Long Term Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares remaining for future issuance (in shares) | 700,000 |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Restricted Stock Unit and Stock Award Activity (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Restricted Stock Units | |||
Number of Shares | |||
Unvested outstanding at beginning of period (in shares) | 16 | ||
Granted (in shares) | 17 | ||
Vested (in shares) | (16) | ||
Forfeited (in shares) | 0 | ||
Unvested outstanding at end of period (in shares) | 17 | 16 | |
Weighted- Average Grant Date Fair Value Per Share | |||
Unvested outstanding at beginning of period (in dollars per share) | $ 50.11 | ||
Granted (in dollars per share) | 46.07 | $ 50.11 | $ 25.57 |
Vested (in dollars per share) | 50.11 | ||
Forfeited (in dollars per share) | 0 | ||
Unvested outstanding at end of period (in dollars per share) | $ 46.07 | $ 50.11 | |
Restricted Stock Awards | |||
Number of Shares | |||
Unvested outstanding at beginning of period (in shares) | 216 | ||
Granted (in shares) | 181 | ||
Vested (in shares) | (137) | ||
Forfeited (in shares) | (24) | ||
Unvested outstanding at end of period (in shares) | 236 | 216 | |
Weighted- Average Grant Date Fair Value Per Share | |||
Unvested outstanding at beginning of period (in dollars per share) | $ 28.75 | ||
Granted (in dollars per share) | 47.59 | $ 30.50 | $ 21.11 |
Vested (in dollars per share) | 29.34 | ||
Forfeited (in dollars per share) | 42.19 | ||
Unvested outstanding at end of period (in dollars per share) | $ 41.51 | $ 28.75 |
STOCK-BASED COMPENSATION - S104
STOCK-BASED COMPENSATION - Schedule of Range of Assumptions Used to Estimate the Fair Value Of Performance Based Restricted Stock (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 36.90% | 36.70% | |
Expected volatility, Minimum | 38.60% | ||
Expected volatility, Maximum | 42.60% | ||
Risk-free interest rate | 1.09% | 0.93% | |
Risk-free interest rate, Minimum | 0.87% | ||
Risk-free interest rate, Maximum | 1.17% | ||
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (years) | 6 months | 8 months 12 days | 29 days |
Vesting price (in dollars per share) | $ 64 | $ 43 | $ 29.43 |
Weighted-average grant date fair value per share (in dollars per share) | $ 36.64 | $ 21.47 | $ 14.18 |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (years) | 9 months 18 days | 1 year | 1 year 29 days |
Vesting price (in dollars per share) | $ 71.25 | $ 48 | $ 35.60 |
Weighted-average grant date fair value per share (in dollars per share) | 41.85 | 24.94 | 26.42 |
Performance-based restricted stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average grant date fair value per share (in dollars per share) | $ 47.59 | $ 30.50 | $ 21.11 |
Period over which vesting price is determined | 20 days | ||
Award vesting period | 3 years | ||
Performance-based restricted stock | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 2 years | ||
Performance-based restricted stock | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years |
STOCK-BASED COMPENSATION - S105
STOCK-BASED COMPENSATION - Schedule of Stock Option Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Number of Shares Underlying Options | |||
Options outstanding at beginning of year (in shares) | 31,000 | ||
Stock option grants (in shares) | 0 | 0 | 0 |
Exercised (in shares) | (6,000) | ||
Forfeited and expired (in shares) | 0 | ||
Options outstanding at end of year (in shares) | 25,000 | 31,000 | |
Options exercisable at end of year (in shares) | 25,000 | ||
Weighted- Average Exercise Price Per Share | |||
Options outstanding at beginning of year (in dollars per share) | $ 17.32 | ||
Granted (in dollars per share) | 0 | ||
Exercised (in dollars per share) | 17.70 | ||
Forfeited and expired (in dollars per share) | 0 | ||
Options outstanding at end of year (in dollars per share) | 17.23 | $ 17.32 | |
Options exercisable at end of year (in dollars per share) | $ 17.23 |
STOCK-BASED COMPENSATION - S106
STOCK-BASED COMPENSATION - Schedule of Information about Stock Options Outstanding (Details) - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Options Outstanding | ||
Number of Shares Outstanding | 25 | 31 |
Weighted Average Exercise Price Per Share (in dollars per share) | $ 17.23 | $ 17.32 |
Options Exercisable | ||
Number of Shares Outstanding | 25 | |
Weighted Average Exercise Price Per Share (in dollars per share) | $ 17.23 | |
$12.00 - $12.00 | ||
Options Outstanding | ||
Number of Shares Outstanding | 9 | |
Weighted Average Remaining Contractual Life | 3 years 9 months | |
Weighted Average Exercise Price Per Share (in dollars per share) | $ 12 | |
Options Exercisable | ||
Number of Shares Outstanding | 9 | |
Weighted Average Exercise Price Per Share (in dollars per share) | $ 12 | |
Range of exercise prices, Lower Range (in dollars per share) | 12 | |
Range of exercise prices, Upper Range (in dollars per share) | $ 12 | |
$15.00 - $15.00 | ||
Options Outstanding | ||
Number of Shares Outstanding | 8 | |
Weighted Average Remaining Contractual Life | 3 years 9 months | |
Weighted Average Exercise Price Per Share (in dollars per share) | $ 15 | |
Options Exercisable | ||
Number of Shares Outstanding | 8 | |
Weighted Average Exercise Price Per Share (in dollars per share) | $ 15 | |
Range of exercise prices, Lower Range (in dollars per share) | 15 | |
Range of exercise prices, Upper Range (in dollars per share) | $ 15 | |
$22.69 - $22.69 | ||
Options Outstanding | ||
Number of Shares Outstanding | 4 | |
Weighted Average Remaining Contractual Life | 3 years 9 months | |
Weighted Average Exercise Price Per Share (in dollars per share) | $ 22.69 | |
Options Exercisable | ||
Number of Shares Outstanding | 4 | |
Weighted Average Exercise Price Per Share (in dollars per share) | $ 22.69 | |
Range of exercise prices, Lower Range (in dollars per share) | 22.69 | |
Range of exercise prices, Upper Range (in dollars per share) | $ 22.69 | |
$26.68 - $26.68 | ||
Options Outstanding | ||
Number of Shares Outstanding | 4 | |
Weighted Average Remaining Contractual Life | 3 years 9 months | |
Weighted Average Exercise Price Per Share (in dollars per share) | $ 26.68 | |
Options Exercisable | ||
Number of Shares Outstanding | 4 | |
Weighted Average Exercise Price Per Share (in dollars per share) | $ 26.68 | |
Range of exercise prices, Lower Range (in dollars per share) | 26.68 | |
Range of exercise prices, Upper Range (in dollars per share) | $ 26.68 | |
$12.00 - $26.68 | ||
Options Outstanding | ||
Number of Shares Outstanding | 25 | |
Weighted Average Remaining Contractual Life | 3 years 9 months | |
Weighted Average Exercise Price Per Share (in dollars per share) | $ 17.23 | |
Options Exercisable | ||
Number of Shares Outstanding | 25 | |
Weighted Average Exercise Price Per Share (in dollars per share) | $ 17.23 | |
Range of exercise prices, Lower Range (in dollars per share) | 12 | |
Range of exercise prices, Upper Range (in dollars per share) | $ 26.68 |
NET EARNINGS (LOSS) PER SHARE -
NET EARNINGS (LOSS) PER SHARE - Reconciliation of Components of Basic and Diluted Earnings Per Share (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Numerator: | |||||||||||
Income (loss) from continuing operations | $ 9,578 | $ (5,094) | $ 21,575 | ||||||||
Loss from discontinued operations, net of taxes | (717) | (320) | (993) | ||||||||
Net income (loss) | $ (15,591) | $ 37,956 | $ (3,477) | $ (10,027) | $ (6,252) | $ 1,619 | $ 9,703 | $ (10,484) | $ 8,861 | $ (5,414) | $ 20,582 |
Denominator: (in shares) | |||||||||||
Basic weighted average common shares outstanding | 15,098 | 14,080 | 13,541 | ||||||||
Restricted stock and restricted stock units | 84 | 0 | 210 | ||||||||
Warrants | 1,032 | 0 | 136 | ||||||||
Stock options | 12 | 0 | 11 | ||||||||
Denominator for diluted earnings per share | 16,226 | 14,080 | 13,898 |
NET EARNINGS (LOSS) PER SHAR108
NET EARNINGS (LOSS) PER SHARE - Schedule of Potentially Dilutive Shares Excluded from the Diluted Earnings (Loss) Per Share Calculations (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive shares (in shares) | 36 | 2,624 | 1,598 |
Unvested restricted stock awards and restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive shares (in shares) | 36 | 232 | 84 |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive shares (in shares) | 0 | 31 | 14 |
Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive shares (in shares) | 0 | 2,361 | 1,500 |
SEGMENT INFORMATION - Schedule
SEGMENT INFORMATION - Schedule of Certain Financial Information Relating to Continuing Operations by Reportable Segment (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($)reporting_segment | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Segment Reporting [Abstract] | |||||||||||
Number of reportable segments | reporting_segment | 2 | ||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $ 318,777 | $ 328,588 | $ 275,750 | $ 245,045 | $ 263,573 | $ 295,111 | $ 244,695 | $ 171,338 | $ 1,168,160 | $ 974,717 | $ 703,714 |
Other products and eliminations income from operations | 87,142 | 75,371 | 45,904 | ||||||||
Depreciation, depletion and amortization for reportable segments | (54,852) | (43,570) | (23,849) | ||||||||
Interest expense, net | (27,709) | (21,734) | (20,431) | ||||||||
Corporate (loss) gain on early extinguishment of debt | $ (12,000) | (12,003) | 0 | 11 | |||||||
Corporate derivative loss | (19,938) | (60,016) | (3,556) | ||||||||
Loss on revaluation of contingent consideration for reportable segments | (5,225) | (932) | 0 | ||||||||
Corporate, other products and eliminations other income, net | 3,237 | 2,064 | 1,803 | ||||||||
Income (loss) from continuing operations before income taxes | 30,729 | (4,315) | 23,731 | ||||||||
Income tax expense | 21,151 | 779 | 2,156 | ||||||||
Income (loss) from continuing operations | 9,578 | (5,094) | 21,575 | ||||||||
Total capital expenditures | 40,425 | 24,977 | 32,567 | ||||||||
Ready-mixed concrete | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 1,060,991 | 876,633 | 632,787 | ||||||||
Aggregate products | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 41,665 | 34,191 | 31,662 | ||||||||
Reportable segment | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 1,137,325 | 937,072 | 685,405 | ||||||||
Total reportable segment Adjusted EBITDA | 179,265 | 146,936 | 95,255 | ||||||||
Depreciation, depletion and amortization for reportable segments | (50,618) | (38,767) | (20,362) | ||||||||
Reportable segment | Ready-mixed concrete | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 1,060,991 | 876,633 | 632,787 | ||||||||
Total reportable segment Adjusted EBITDA | 157,534 | 131,940 | 84,706 | ||||||||
Total capital expenditures | 25,343 | 12,321 | 21,754 | ||||||||
Reportable segment | Aggregate products | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 76,334 | 60,439 | 52,618 | ||||||||
Total reportable segment Adjusted EBITDA | 21,731 | 14,996 | 10,549 | ||||||||
Total capital expenditures | 11,238 | 7,859 | 9,128 | ||||||||
Intersegment sales | Aggregate products | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 34,669 | 26,248 | 20,956 | ||||||||
Other products and eliminations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 30,835 | 37,645 | 18,309 | ||||||||
Other products and eliminations income from operations | 9,874 | 8,704 | 3,082 | ||||||||
Corporate, other products and eliminations other income, net | 566 | 506 | 602 | ||||||||
Total capital expenditures | 3,844 | 4,797 | 1,685 | ||||||||
Corporate overhead | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Corporate overhead | $ (43,483) | $ (39,012) | $ (30,870) |
SEGMENT INFORMATION - Schedu110
SEGMENT INFORMATION - Schedule of Revenue by Product (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue from External Customer [Line Items] | |||||||||||
Revenue | $ 318,777 | $ 328,588 | $ 275,750 | $ 245,045 | $ 263,573 | $ 295,111 | $ 244,695 | $ 171,338 | $ 1,168,160 | $ 974,717 | $ 703,714 |
Ready-mixed concrete | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue | 1,060,991 | 876,633 | 632,787 | ||||||||
Aggregate products | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue | 41,665 | 34,191 | 31,662 | ||||||||
Aggregate distribution | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue | 25,464 | 25,438 | 4,856 | ||||||||
Building materials | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue | 19,865 | 17,533 | 15,410 | ||||||||
Lime | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue | 11,062 | 9,250 | 10,459 | ||||||||
Hauling | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue | 5,395 | 5,425 | 4,221 | ||||||||
Other | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue | $ 3,718 | $ 6,247 | $ 4,319 |
SEGMENT INFORMATION - Schedu111
SEGMENT INFORMATION - Schedule of Identifiable Property, Plant and Equipment Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Revenue from External Customer [Line Items] | |||
Total identifiable assets | $ 337,412 | $ 248,123 | $ 176,524 |
Other products and eliminations | |||
Revenue from External Customer [Line Items] | |||
Total identifiable assets | 21,271 | 15,349 | 9,505 |
Ready-mixed concrete | |||
Revenue from External Customer [Line Items] | |||
Total identifiable assets | 229,077 | 166,837 | 126,141 |
Aggregate products | |||
Revenue from External Customer [Line Items] | |||
Total identifiable assets | $ 87,064 | $ 65,937 | $ 40,878 |
RISK CONCENTRATION (Details)
RISK CONCENTRATION (Details) - Collective bargaining agreements with labor unions - employee | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Concentration Risk [Line Items] | ||
Number of employees represented by labor unions | 1,129 | 976 |
Percent of workforce represented by labor unions | 38.50% | 36.10% |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Loss Contingencies [Line Items] | |||
Total consolidated expense for operating leases | $ 18.5 | $ 17.4 | $ 11.9 |
Self-insured claims | |||
Loss Contingencies [Line Items] | |||
Deductible retentions per occurrence | 1 | ||
Amount accrued for self-insurance claims | 13.5 | $ 12 | |
Performance bonds | |||
Loss Contingencies [Line Items] | |||
Amount for which the company and its subsidiaries are contingently liable | $ 40 |
COMMITMENTS AND CONTINGENCIE114
COMMITMENTS AND CONTINGENCIES - Schedule of Future Minimum Rental Payments (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Year Ending December 31, | |
2,017 | $ 18,400 |
2,018 | 14,747 |
2,019 | 10,605 |
2,020 | 7,480 |
2,021 | 5,885 |
Thereafter | 21,980 |
Total | $ 79,097 |
EMPLOYEE BENEFIT PLANS AND M115
EMPLOYEE BENEFIT PLANS AND MULTI-EMPLOYER PENSION PLANS - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |||
Potential maximum contribution stated as a percentage of employee compensation | 60.00% | ||
Defined Benefit Plan Disclosure [Line Items] | |||
Percent matched of employee contributions | 100.00% | 100.00% | |
Percent of employee gross pay | 5.00% | 4.00% | |
Contributions by employer | $ 4.2 | $ 2.9 | $ 1.5 |
Tier 1 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Percent matched of employee contributions | 100.00% | ||
Percent of employee gross pay | 1.00% | ||
Tier 2 | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Percent matched of employee contributions | 50.00% | ||
Percent of employee gross pay | 5.00% |
EMPLOYEE BENEFIT PLANS AND M116
EMPLOYEE BENEFIT PLANS AND MULTI-EMPLOYER PENSION PLANS - Schedule of Contributions to Significant Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Multiemployer Plans [Line Items] | |||
Contributions | $ 12,222 | $ 8,058 | $ 6,943 |
Western Conference of Teamsters Pension Plan | |||
Multiemployer Plans [Line Items] | |||
Contributions | 4,820 | 4,357 | 3,568 |
Local 282 Pension Trust Fund | |||
Multiemployer Plans [Line Items] | |||
Contributions | 3,896 | 829 | 819 |
Operating Engineers Pension Trust Fund | |||
Multiemployer Plans [Line Items] | |||
Contributions | 1,121 | 1,173 | 933 |
Trucking Employees of North Jersey Pension Fund | |||
Multiemployer Plans [Line Items] | |||
Contributions | 665 | 615 | 559 |
Teamsters Local 641 | |||
Multiemployer Plans [Line Items] | |||
Contributions | 300 | 111 | 88 |
Other | |||
Multiemployer Plans [Line Items] | |||
Contributions | $ 1,420 | $ 973 | $ 976 |
SUPPLEMENTAL CONDENSED CONSO117
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION - CONDENSED CONSOLIDATING BALANCE SHEET (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||||
Cash and cash equivalents | $ 75,774 | $ 3,925 | ||
Trade accounts receivable, net | 207,292 | 171,256 | ||
Inventories | 41,979 | 36,726 | ||
Prepaid expenses | 5,534 | 4,243 | ||
Other receivables | 8,691 | 7,765 | ||
Other current assets | 2,019 | 2,374 | ||
Total current assets | 341,289 | 226,289 | ||
Property, plant and equipment, net | 337,412 | 248,123 | $ 176,524 | |
Goodwill | 133,271 | 100,204 | 50,757 | |
Intangible assets, net | 130,973 | 95,754 | ||
Deferred income taxes | 0 | 6,026 | ||
Investment in subsidiaries | 0 | 0 | ||
Intercompany receivables | 0 | 0 | ||
Other assets | 2,457 | 5,301 | ||
Total assets | 945,402 | 681,697 | ||
Current liabilities: | ||||
Accounts payable | 110,694 | 80,419 | ||
Accrued liabilities | 85,243 | 85,854 | ||
Current maturities of long-term debt | 16,654 | 9,386 | ||
Derivative liabilities | 57,415 | 67,401 | ||
Total current liabilities | 270,006 | 243,060 | ||
Long-term debt, net of current maturities | 432,644 | 266,214 | ||
Other long-term obligations and deferred credits | 46,267 | 38,416 | ||
Deferred income taxes | 7,656 | 0 | ||
Intercompany payables | 0 | 0 | ||
Total liabilities | 756,573 | 547,690 | ||
Total equity | 188,829 | 134,007 | $ 101,480 | $ 83,727 |
Total liabilities and equity | 945,402 | 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 | (39,239) | (24,193) | ||
Total current assets | (39,239) | (24,193) | ||
Property, plant and equipment, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Deferred income taxes | (561) | (63) | ||
Investment in subsidiaries | (368,726) | (308,346) | ||
Intercompany receivables | (239,776) | (119,070) | ||
Other assets | 0 | 0 | ||
Total assets | (648,302) | (451,672) | ||
Current liabilities: | ||||
Accounts payable | 0 | 0 | ||
Accrued liabilities | (39,239) | (24,193) | ||
Current maturities of long-term debt | 0 | 0 | ||
Derivative liabilities | 0 | 0 | ||
Total current liabilities | (39,239) | (24,193) | ||
Long-term debt, net of current maturities | 0 | 0 | ||
Other long-term obligations and deferred credits | 0 | 0 | ||
Deferred income taxes | (561) | (63) | ||
Intercompany payables | (239,776) | (119,070) | ||
Total liabilities | (279,576) | (143,326) | ||
Total equity | (368,726) | (308,346) | ||
Total liabilities and equity | (648,302) | (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 | 39,239 | 24,152 | ||
Total current assets | 40,439 | 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 | 368,726 | 308,346 | ||
Intercompany receivables | 239,776 | 119,070 | ||
Other assets | 0 | 0 | ||
Total assets | 648,941 | 451,568 | ||
Current liabilities: | ||||
Accounts payable | 458 | 274 | ||
Accrued liabilities | 5,365 | 4,507 | ||
Current maturities of long-term debt | 0 | 0 | ||
Derivative liabilities | 57,415 | 67,401 | ||
Total current liabilities | 63,238 | 72,182 | ||
Long-term debt, net of current maturities | 391,190 | 238,850 | ||
Other long-term obligations and deferred credits | 5,684 | 6,529 | ||
Deferred income taxes | 0 | 0 | ||
Intercompany payables | 0 | 0 | ||
Total liabilities | 460,112 | 317,561 | ||
Total equity | 188,829 | 134,007 | ||
Total liabilities and equity | 648,941 | 451,568 | ||
Guarantor Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 75,576 | 3,854 | ||
Trade accounts receivable, net | 206,426 | 170,133 | ||
Inventories | 38,856 | 34,149 | ||
Prepaid expenses | 5,516 | 4,091 | ||
Other receivables | 7,491 | 7,736 | ||
Other current assets | 2,004 | 2,371 | ||
Total current assets | 335,869 | 222,334 | ||
Property, plant and equipment, net | 314,332 | 242,048 | ||
Goodwill | 127,518 | 73,638 | ||
Intangible assets, net | 127,798 | 95,754 | ||
Deferred income taxes | 0 | 6,089 | ||
Investment in subsidiaries | 0 | 0 | ||
Intercompany receivables | 0 | 0 | ||
Other assets | 2,410 | 5,254 | ||
Total assets | 907,927 | 645,117 | ||
Current liabilities: | ||||
Accounts payable | 108,803 | 78,902 | ||
Accrued liabilities | 117,104 | 103,247 | ||
Current maturities of long-term debt | 16,654 | 9,386 | ||
Derivative liabilities | 0 | 0 | ||
Total current liabilities | 242,561 | 191,535 | ||
Long-term debt, net of current maturities | 41,454 | 27,364 | ||
Other long-term obligations and deferred credits | 39,613 | 31,887 | ||
Deferred income taxes | 8,217 | 0 | ||
Intercompany payables | 233,319 | 112,164 | ||
Total liabilities | 565,164 | 362,950 | ||
Total equity | 342,763 | 282,167 | ||
Total liabilities and equity | 907,927 | 645,117 | ||
Non-Guarantor Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 198 | 71 | ||
Trade accounts receivable, net | 866 | 1,123 | ||
Inventories | 3,123 | 2,577 | ||
Prepaid expenses | 18 | 152 | ||
Other receivables | 0 | 29 | ||
Other current assets | 15 | 44 | ||
Total current assets | 4,220 | 3,996 | ||
Property, plant and equipment, net | 23,080 | 6,075 | ||
Goodwill | 5,753 | 26,566 | ||
Intangible assets, net | 3,175 | 0 | ||
Deferred income taxes | 561 | 0 | ||
Investment in subsidiaries | 0 | 0 | ||
Intercompany receivables | 0 | 0 | ||
Other assets | 47 | 47 | ||
Total assets | 36,836 | 36,684 | ||
Current liabilities: | ||||
Accounts payable | 1,433 | 1,243 | ||
Accrued liabilities | 2,013 | 2,293 | ||
Current maturities of long-term debt | 0 | 0 | ||
Derivative liabilities | 0 | 0 | ||
Total current liabilities | 3,446 | 3,536 | ||
Long-term debt, net of current maturities | 0 | 0 | ||
Other long-term obligations and deferred credits | 970 | 0 | ||
Deferred income taxes | 0 | 63 | ||
Intercompany payables | 6,457 | 6,906 | ||
Total liabilities | 10,873 | 10,505 | ||
Total equity | 25,963 | 26,179 | ||
Total liabilities and equity | $ 36,836 | $ 36,684 |
SUPPLEMENTAL CONDENSED CONSO118
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION - CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Condensed Income Statements, Captions [Line Items] | |||||||||||
Revenue | $ 318,777 | $ 328,588 | $ 275,750 | $ 245,045 | $ 263,573 | $ 295,111 | $ 244,695 | $ 171,338 | $ 1,168,160 | $ 974,717 | $ 703,714 |
Cost of goods sold before depreciation, depletion and amortization | 922,338 | 768,439 | 573,318 | ||||||||
Selling, general and administrative expenses | 100,019 | 86,873 | 61,268 | ||||||||
Depreciation, depletion and amortization | 54,852 | 43,570 | 23,849 | ||||||||
Loss on remeasurement of contingent consideration | 5,225 | 932 | 0 | ||||||||
Gain on sale of assets, net | (1,416) | (468) | (625) | ||||||||
Income (loss) from operations | 87,142 | 75,371 | 45,904 | ||||||||
Interest expense, net | (27,709) | (21,734) | (20,431) | ||||||||
Derivative loss | (19,938) | (60,016) | (3,556) | ||||||||
Loss on extinguishment of debt | (12,000) | (12,003) | 0 | 11 | |||||||
Other income (expense), net | 3,237 | 2,064 | 1,803 | ||||||||
Income (loss) from continuing operations before income taxes | 30,729 | (4,315) | 23,731 | ||||||||
Income tax (benefit) expense | 21,151 | 779 | 2,156 | ||||||||
Income (loss) from continuing operations | 9,578 | (5,094) | 21,575 | ||||||||
Loss from discontinued operations, net of taxes | (717) | (320) | (993) | ||||||||
Net (loss) income before equity in earnings of subsidiaries | 8,861 | (5,414) | |||||||||
Equity in earnings of subsidiaries | 0 | 0 | |||||||||
Net income (loss) | $ (15,591) | $ 37,956 | $ (3,477) | $ (10,027) | $ (6,252) | $ 1,619 | $ 9,703 | $ (10,484) | 8,861 | (5,414) | $ 20,582 |
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 on remeasurement of contingent consideration | 0 | 0 | |||||||||
Gain on sale of assets, net | 0 | 0 | |||||||||
Income (loss) from operations | 0 | 0 | |||||||||
Interest expense, net | 0 | 0 | |||||||||
Derivative loss | 0 | 0 | |||||||||
Loss on extinguishment of debt | 0 | ||||||||||
Other income (expense), net | 0 | 0 | |||||||||
Income (loss) from continuing operations before income taxes | 0 | 0 | |||||||||
Income tax (benefit) expense | 0 | 0 | |||||||||
Income (loss) from continuing operations | 0 | 0 | |||||||||
Loss from discontinued operations, net of taxes | 0 | 0 | |||||||||
Net (loss) income before equity in earnings of subsidiaries | 0 | 0 | |||||||||
Equity in earnings of subsidiaries | (51,817) | (68,102) | |||||||||
Net income (loss) | (51,817) | (68,102) | |||||||||
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 on remeasurement of contingent consideration | 180 | 871 | |||||||||
Gain on sale of assets, net | 0 | 0 | |||||||||
Income (loss) from operations | (180) | (871) | |||||||||
Interest expense, net | (25,922) | (20,452) | |||||||||
Derivative loss | (19,938) | (60,016) | |||||||||
Loss on extinguishment of debt | (12,003) | ||||||||||
Other income (expense), net | 0 | 0 | |||||||||
Income (loss) from continuing operations before income taxes | (58,043) | (81,339) | |||||||||
Income tax (benefit) expense | (15,087) | (7,823) | |||||||||
Income (loss) from continuing operations | (42,956) | (73,516) | |||||||||
Loss from discontinued operations, net of taxes | 0 | 0 | |||||||||
Net (loss) income before equity in earnings of subsidiaries | (42,956) | (73,516) | |||||||||
Equity in earnings of subsidiaries | 51,817 | 68,102 | |||||||||
Net income (loss) | 8,861 | (5,414) | |||||||||
Guarantor Subsidiaries | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
Revenue | 1,147,539 | 970,701 | |||||||||
Cost of goods sold before depreciation, depletion and amortization | 904,608 | 765,314 | |||||||||
Selling, general and administrative expenses | 97,318 | 86,569 | |||||||||
Depreciation, depletion and amortization | 52,795 | 43,545 | |||||||||
Loss on remeasurement of contingent consideration | 5,045 | 61 | |||||||||
Gain on sale of assets, net | (1,416) | (468) | |||||||||
Income (loss) from operations | 89,189 | 75,680 | |||||||||
Interest expense, net | (1,774) | (1,280) | |||||||||
Derivative loss | 0 | 0 | |||||||||
Loss on extinguishment of debt | 0 | ||||||||||
Other income (expense), net | 3,231 | 2,075 | |||||||||
Income (loss) from continuing operations before income taxes | 90,646 | 76,475 | |||||||||
Income tax (benefit) expense | 36,830 | 8,581 | |||||||||
Income (loss) from continuing operations | 53,816 | 67,894 | |||||||||
Loss from discontinued operations, net of taxes | (717) | (320) | |||||||||
Net (loss) income before equity in earnings of subsidiaries | 53,099 | 67,574 | |||||||||
Equity in earnings of subsidiaries | 0 | 0 | |||||||||
Net income (loss) | 53,099 | 67,574 | |||||||||
Non-Guarantor Subsidiaries | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
Revenue | 20,621 | 4,016 | |||||||||
Cost of goods sold before depreciation, depletion and amortization | 17,730 | 3,125 | |||||||||
Selling, general and administrative expenses | 2,701 | 304 | |||||||||
Depreciation, depletion and amortization | 2,057 | 25 | |||||||||
Loss on remeasurement of contingent consideration | 0 | 0 | |||||||||
Gain on sale of assets, net | 0 | 0 | |||||||||
Income (loss) from operations | (1,867) | 562 | |||||||||
Interest expense, net | (13) | (2) | |||||||||
Derivative loss | 0 | 0 | |||||||||
Loss on extinguishment of debt | 0 | ||||||||||
Other income (expense), net | 6 | (11) | |||||||||
Income (loss) from continuing operations before income taxes | (1,874) | 549 | |||||||||
Income tax (benefit) expense | (592) | 21 | |||||||||
Income (loss) from continuing operations | (1,282) | 528 | |||||||||
Loss from discontinued operations, net of taxes | 0 | 0 | |||||||||
Net (loss) income before equity in earnings of subsidiaries | (1,282) | 528 | |||||||||
Equity in earnings of subsidiaries | 0 | 0 | |||||||||
Net income (loss) | $ (1,282) | $ 528 |
SUPPLEMENTAL CONDENSED CONSO119
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION - CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Condensed Cash Flow Statements, Captions [Line Items] | |||
Net cash (used in) provided by operating activities | $ 112,124 | $ 104,261 | $ 50,915 |
Cash flows from investing activities: | |||
Purchases of property, plant and equipment | (40,425) | (24,977) | (32,584) |
Payments for acquisitions, net of cash acquired | (127,927) | (135,347) | (89,602) |
Proceeds from disposals of property, plant and equipment | 2,744 | 1,312 | 3,708 |
Proceeds from disposals of acquired businesses/business units | 1,565 | 1,177 | 0 |
Insurance proceeds from property loss claim | 1,348 | 0 | 0 |
Investment in subsidiaries | 0 | 0 | |
Net cash used in investing activities | (162,695) | (157,835) | (118,478) |
Cash flows from financing activities: | |||
Proceeds from revolver borrowings | 128,904 | 206,809 | 213 |
Repayments of revolver borrowings | (173,904) | (161,809) | (213) |
Proceeds from issuance of debt | 400,000 | 0 | 0 |
Repayments of debt | (200,000) | (117) | 0 |
Premium paid on early retirement of debt | (8,500) | 0 | 0 |
Proceeds from exercise of stock options and warrants | 348 | 546 | 396 |
Payments of other long-term obligations | (4,679) | (2,298) | (2,250) |
Payments for other financing | (13,433) | (8,611) | (5,194) |
Excess tax benefits from stock-based compensation | 3,787 | 0 | 0 |
Debt issuance costs | (7,824) | (893) | (974) |
Other treasury share purchases | (2,857) | (6,330) | (2,056) |
Other proceeds | 578 | 0 | 0 |
Intercompany funding | 0 | 0 | |
Net cash provided by (used in) financing activities | 122,420 | 27,297 | (14,902) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 71,849 | (26,277) | (82,465) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 3,925 | 30,202 | 112,667 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 75,774 | 3,925 | 30,202 |
Eliminations and Reclassifications | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Net cash (used in) provided by operating activities | 0 | 0 | |
Cash flows from investing activities: | |||
Purchases of property, plant and equipment | 0 | 0 | |
Payments for acquisitions, net of cash acquired | 0 | 0 | |
Proceeds from disposals of property, plant and equipment | 0 | 0 | |
Proceeds from disposals of acquired businesses/business units | 0 | 0 | |
Insurance proceeds from property loss claim | 0 | ||
Investment in subsidiaries | 1,480 | 785 | |
Net cash used in investing activities | 1,480 | 785 | |
Cash flows from financing activities: | |||
Proceeds from revolver borrowings | 0 | 0 | |
Repayments of revolver borrowings | 0 | 0 | |
Proceeds from issuance of debt | |||
Repayments of debt | 0 | 0 | |
Premium paid on early retirement of debt | 0 | ||
Proceeds from exercise of stock options and warrants | 0 | 0 | |
Payments of other long-term obligations | 0 | 0 | |
Payments for other financing | 0 | 0 | |
Excess tax benefits from stock-based compensation | 0 | ||
Debt issuance costs | 0 | 0 | |
Other treasury share purchases | 0 | 0 | |
Other proceeds | 0 | ||
Intercompany funding | (1,480) | (785) | |
Net cash provided by (used in) financing activities | (1,480) | (785) | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 0 | 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 | (23,585) | (17,619) | |
Cash flows from investing activities: | |||
Purchases of property, plant and equipment | 0 | 0 | |
Payments for acquisitions, net of cash acquired | 0 | (39,858) | |
Proceeds from disposals of property, plant and equipment | 0 | 0 | |
Proceeds from disposals of acquired businesses/business units | 0 | 0 | |
Insurance proceeds from property loss claim | 0 | ||
Investment in subsidiaries | (1,480) | (785) | |
Net cash used in investing activities | (1,480) | (40,643) | |
Cash flows from financing activities: | |||
Proceeds from revolver borrowings | 128,904 | 206,809 | |
Repayments of revolver borrowings | (173,904) | (161,809) | |
Proceeds from issuance of debt | 400,000 | ||
Repayments of debt | (200,000) | (117) | |
Premium paid on early retirement of debt | (8,500) | ||
Proceeds from exercise of stock options and warrants | 348 | 546 | |
Payments of other long-term obligations | (657) | (1,000) | |
Payments for other financing | 160 | 0 | |
Excess tax benefits from stock-based compensation | 3,787 | ||
Debt issuance costs | (7,824) | (893) | |
Other treasury share purchases | (2,857) | (6,330) | |
Other proceeds | 0 | ||
Intercompany funding | (114,392) | 21,056 | |
Net cash provided by (used in) financing activities | 25,065 | 58,262 | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 0 | 0 | |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 0 | 0 | |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 0 | 0 | 0 |
Guarantor Subsidiaries | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Net cash (used in) provided by operating activities | 134,685 | 122,658 | |
Cash flows from investing activities: | |||
Purchases of property, plant and equipment | (37,501) | (24,977) | |
Payments for acquisitions, net of cash acquired | (127,927) | (89,411) | |
Proceeds from disposals of property, plant and equipment | 2,744 | 1,312 | |
Proceeds from disposals of acquired businesses/business units | 1,565 | 1,177 | |
Insurance proceeds from property loss claim | 1,348 | ||
Investment in subsidiaries | 0 | 0 | |
Net cash used in investing activities | (159,771) | (111,899) | |
Cash flows from financing activities: | |||
Proceeds from revolver borrowings | 0 | 0 | |
Repayments of revolver borrowings | 0 | 0 | |
Proceeds from issuance of debt | |||
Repayments of debt | 0 | 0 | |
Premium paid on early retirement of debt | 0 | ||
Proceeds from exercise of stock options and warrants | 0 | 0 | |
Payments of other long-term obligations | (4,022) | (1,298) | |
Payments for other financing | (13,593) | (8,611) | |
Excess tax benefits from stock-based compensation | 0 | ||
Debt issuance costs | 0 | 0 | |
Other treasury share purchases | 0 | 0 | |
Other proceeds | 578 | ||
Intercompany funding | 113,845 | (27,198) | |
Net cash provided by (used in) financing activities | 96,808 | (37,107) | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 71,722 | (26,348) | |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 3,854 | 30,202 | |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 75,576 | 3,854 | 30,202 |
Non-Guarantor Subsidiaries | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Net cash (used in) provided by operating activities | 1,024 | (778) | |
Cash flows from investing activities: | |||
Purchases of property, plant and equipment | (2,924) | 0 | |
Payments for acquisitions, net of cash acquired | 0 | (6,078) | |
Proceeds from disposals of property, plant and equipment | 0 | 0 | |
Proceeds from disposals of acquired businesses/business units | 0 | 0 | |
Insurance proceeds from property loss claim | 0 | ||
Investment in subsidiaries | 0 | 0 | |
Net cash used in investing activities | (2,924) | (6,078) | |
Cash flows from financing activities: | |||
Proceeds from revolver borrowings | 0 | 0 | |
Repayments of revolver borrowings | 0 | 0 | |
Proceeds from issuance of debt | |||
Repayments of debt | 0 | 0 | |
Premium paid on early retirement of debt | 0 | ||
Proceeds from exercise of stock options and warrants | 0 | 0 | |
Payments of other long-term obligations | 0 | 0 | |
Payments for other financing | 0 | 0 | |
Excess tax benefits from stock-based compensation | 0 | ||
Debt issuance costs | 0 | 0 | |
Other treasury share purchases | 0 | 0 | |
Other proceeds | 0 | ||
Intercompany funding | 2,027 | 6,927 | |
Net cash provided by (used in) financing activities | 2,027 | 6,927 | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 127 | 71 | |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 71 | 0 | |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ 198 | $ 71 | $ 0 |
QUARTERLY SUMMARY (unaudited120
QUARTERLY SUMMARY (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue - continuing operations | $ 318,777 | $ 328,588 | $ 275,750 | $ 245,045 | $ 263,573 | $ 295,111 | $ 244,695 | $ 171,338 | $ 1,168,160 | $ 974,717 | $ 703,714 |
Net (loss) income | $ (15,591) | $ 37,956 | $ (3,477) | $ (10,027) | $ (6,252) | $ 1,619 | $ 9,703 | $ (10,484) | $ 8,861 | $ (5,414) | $ 20,582 |
Net (loss) income per share-basic (in dollars per share) | $ (1.01) | $ 2.49 | $ (0.23) | $ (0.68) | $ (0.43) | $ 0.11 | $ 0.69 | $ (0.77) | $ 0.59 | $ (0.38) | $ 1.52 |
Net (loss) income per share-diluted (in dollars per share) | $ (1.01) | $ 2.34 | $ (0.23) | $ (0.68) | $ (0.43) | $ 0.10 | $ 0.64 | $ (0.77) | $ 0.55 | $ (0.38) | $ 1.48 |
Loss on extinguishment of debt | $ 12,000 | $ 12,003 | $ 0 | $ (11) |
SUBSEQUENT EVENT (Details)
SUBSEQUENT EVENT (Details) - USD ($) | Jan. 09, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||||
Proceeds from issuance of debt | $ 400,000,000 | $ 0 | $ 0 | |
Subsequent Event | Senior Notes | Additional Notes | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount of offering | $ 200,000,000 | |||
Issue price (as a percent) | 105.75% | |||
Proceeds from issuance of debt | $ 208,400,000 |