Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 20, 2019 | Jun. 30, 2018 | |
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 | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Emerging Growth | false | ||
Entity Small Business | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 732,340,560 | ||
Entity Common Stock, Shares Outstanding | 16,646,789 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 20 | $ 22.6 |
Trade accounts receivable, net | 226.6 | 214.2 |
Inventories | 51.2 | 48.1 |
Other receivables | 18.4 | 19.2 |
Prepaid expenses and other | 7.9 | 7.6 |
Total current assets | 324.1 | 311.7 |
Property, plant and equipment, net | 680.2 | 636.3 |
Goodwill | 239.3 | 204.7 |
Intangible assets, net | 116.6 | 118.1 |
Other assets | 11.1 | 5.3 |
Total assets | 1,371.3 | 1,276.1 |
Current liabilities: | ||
Accounts payable | 125.8 | 117.1 |
Accrued liabilities | 96.3 | 65.4 |
Current maturities of long-term debt | 30.8 | 26 |
Total current liabilities | 252.9 | 208.5 |
Long-term debt, net of current maturities | 683.3 | 667.4 |
Other long-term obligations and deferred credits | 54.8 | 93.3 |
Deferred income taxes | 43.1 | 4.8 |
Total liabilities | 1,034.1 | 974 |
Commitments and contingencies (Note 16) | ||
Equity: | ||
Preferred stock, $0.001 par value per share (10,000,000 shares authorized; none issued) | 0 | 0 |
Common stock, $0.001 par value per share (100,000,000 shares authorized; 17,774,000 and 17,585,000 shares issued, respectively; and 16,631,000 and 16,652,000 shares outstanding, respectively) | 0 | 0 |
Additional paid-in capital | 329.6 | 319 |
Retained earnings (accumulated deficit) | 16.2 | (13.8) |
Treasury stock, at cost (1,143,000 and 933,000 common shares, respectively) | (33.4) | (24.8) |
Total shareholders' equity | 312.4 | 280.4 |
Non-controlling interest (Note 11) | 24.8 | 21.7 |
Total equity | 337.2 | 302.1 |
Total liabilities and equity | $ 1,371.3 | $ 1,276.1 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
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) | 17,774,000 | 17,585,000 |
Common stock, outstanding (in shares) | 16,631,000 | 16,652,000 |
Treasury stock, at cost (in shares) | 1,143,000 | 933,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | |||
Revenue | $ 1,506.4 | $ 1,336 | $ 1,168.2 |
Cost of goods sold before depreciation, depletion and amortization | 1,212.2 | 1,056.6 | 922.3 |
Selling, general and administrative expenses | 126.5 | 119.2 | 100 |
Depreciation, depletion and amortization | 91.8 | 67.8 | 54.9 |
Change in value of contingent consideration | 0 | 7.9 | 5.2 |
Impairments of goodwill and other assets | 1.3 | 6.2 | 0 |
Gain on sale of business and assets, net | (15.3) | (0.7) | (1.4) |
Operating income | 89.9 | 79 | 87.2 |
Interest expense, net | 46.4 | 42 | 27.7 |
Derivative loss | 0 | 0.8 | 19.9 |
Loss on extinguishment of debt | 0 | 0.1 | 12 |
Other income, net | (4.6) | (2.5) | (3.2) |
Income from continuing operations before income taxes | 48.1 | 38.6 | 30.8 |
Income tax expense | 16.8 | 12.4 | 21.2 |
Income from continuing operations | 31.3 | 26.2 | 9.6 |
Loss from discontinued operations, net of taxes | 0 | (0.6) | (0.7) |
Net income | 31.3 | 25.6 | 8.9 |
Less: Net income attributable to non-controlling interest | (1.3) | (0.1) | 0 |
Net income attributable to U.S. Concrete | $ 30 | $ 25.5 | $ 8.9 |
Basic income per share attributable to U.S. Concrete: | |||
Income from continuing operations (in dollars per share) | $ 1.82 | $ 1.64 | $ 0.63 |
Loss from discontinued operations, net of taxes (in dollars per share) | 0 | (0.04) | (0.04) |
Net income per share attributable to U.S. Concrete - basic (in dollars per share) | 1.82 | 1.60 | 0.59 |
Diluted income per share attributable to U.S. Concrete: | |||
Income from continuing operations (in dollars per share) | 1.82 | 1.57 | 0.59 |
Loss from discontinued operations, net of taxes (in dollars per share) | 0 | (0.04) | (0.04) |
Net income per share attributable to U.S. Concrete - diluted (in dollars per share) | $ 1.82 | $ 1.53 | $ 0.55 |
Weighted average shares outstanding: | |||
Basic (in shares) | 16.5 | 15.9 | 15.1 |
Diluted (in shares) | 16.5 | 16.6 | 16.2 |
Income (loss) from continuing operations attributable to U.S. Concrete | |||
Income from continuing operations attributable to U.S. Concrete | $ 30 | $ 26.1 | $ 9.6 |
Loss from discontinued operations, net of taxes | $ 0 | $ (0.6) | $ (0.7) |
CONSOLIDATED STATEMENTS OF TOTA
CONSOLIDATED STATEMENTS OF TOTAL EQUITY - USD ($) shares in Thousands, $ in Millions | Total | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Treasury Stock | Total Shareholders' Equity (Deficit) | Non- controlling Interest |
Beginning balance (in shares) at Dec. 31, 2015 | 14,900 | ||||||
Beginning balance at Dec. 31, 2015 | $ 133.9 | $ 201 | $ (48.2) | $ (18.9) | $ 133.9 | ||
Increase (Decrease) in Stockholders' Equity | |||||||
Stock-based compensation | 7.1 | 7.1 | 7.1 | ||||
Excess tax benefits from stock-based compensation | 3.7 | 3.7 | 3.7 | ||||
Restricted stock grants, net of cancellations (in shares) | 200 | ||||||
Restricted stock grants, net of cancellations | 0 | ||||||
Stock options exercised | 0.1 | 0.1 | 0.1 | ||||
Warrants exercised (in shares) | 600 | ||||||
Warrants exercised | 30.2 | 30.2 | 30.2 | ||||
Other treasury share purchases | (2.8) | (2.8) | (2.8) | ||||
Common stock issuance (in shares) | 100 | ||||||
Common stock issuance | 7.7 | 7.7 | 7.7 | ||||
Net income | 8.9 | 8.9 | 8.9 | ||||
Ending balance (in shares) at Dec. 31, 2016 | 15,800 | ||||||
Ending balance at Dec. 31, 2016 | 188.8 | $ 0 | 249.8 | (39.3) | (21.7) | 188.8 | |
Increase (Decrease) in Stockholders' Equity | |||||||
Stock-based compensation | 8.3 | 8.3 | 8.3 | ||||
Restricted stock grants, net of cancellations (in shares) | 100 | ||||||
Restricted stock grants, net of cancellations | 0 | ||||||
Stock options exercised | 0.1 | 0.1 | 0.1 | ||||
Warrants exercised (in shares) | 800 | ||||||
Warrants exercised | 60.8 | 60.8 | 60.8 | ||||
Other treasury share purchases | $ (3.1) | (3.1) | (3.1) | ||||
Share repurchase program (shares) | (45) | ||||||
Share repurchase program | $ (3.1) | ||||||
Acquisition-related adjustments | 21.6 | $ 21.6 | |||||
Net income | $ 25.6 | 25.5 | 25.5 | 0.1 | |||
Ending balance (in shares) at Dec. 31, 2017 | 16,652 | 16,700 | |||||
Ending balance at Dec. 31, 2017 | $ 302.1 | $ 0 | 319 | (13.8) | (24.8) | 280.4 | 21.7 |
Increase (Decrease) in Stockholders' Equity | |||||||
Stock-based compensation | 10.4 | 10.4 | 10.4 | ||||
Restricted stock grants, net of cancellations (in shares) | 100 | ||||||
Restricted stock grants, net of cancellations | 0 | ||||||
Stock options exercised | 0.2 | 0.2 | 0.2 | ||||
Other treasury share purchases | $ (1.9) | (1.9) | (1.9) | ||||
Share repurchase program (shares) | (29) | (200) | |||||
Share repurchase program | $ (6.7) | (6.7) | (6.7) | ||||
Acquisition-related adjustments | 1.8 | 1.8 | |||||
Net income | $ 31.3 | 30 | 30 | 1.3 | |||
Ending balance (in shares) at Dec. 31, 2018 | 16,631 | 16,600 | |||||
Ending balance at Dec. 31, 2018 | $ 337.2 | $ 0 | $ 329.6 | $ 16.2 | $ (33.4) | $ 312.4 | $ 24.8 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income | $ 31.3 | $ 25.6 | $ 8.9 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation, depletion and amortization | 91.8 | 67.8 | 54.9 |
Amortization of debt issuance costs | 1.8 | 2 | 1.8 |
Derivative loss | 0 | 0.8 | 19.9 |
Change in value of contingent consideration | 0 | 7.9 | 5.2 |
Net gain on disposal of businesses and assets | (15.3) | (0.7) | (1.4) |
Loss on extinguishment of debt | 0 | 0.1 | 12 |
Impairments of goodwill and other assets | 1.3 | 6.2 | 0 |
Deferred income taxes | 14.6 | (3.4) | 16.8 |
Provision for doubtful accounts and customer disputes | 4.6 | 4.6 | 3 |
Stock-based compensation | 10.4 | 8.3 | 7.1 |
Other, net | (1.3) | (0.6) | 0.6 |
Changes in assets and liabilities, excluding effects of acquisitions: | |||
Accounts receivable | (16.9) | (5.7) | (25.6) |
Inventories | (2.1) | 0.6 | (3.8) |
Prepaid expenses and other current assets | (2) | (2.8) | (2.3) |
Other assets and liabilities | (3) | 2.6 | 2.2 |
Accounts payable and accrued liabilities | 7.6 | (18.5) | 16.7 |
Net cash provided by operating activities | 122.8 | 94.8 | 116 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property, plant and equipment | (39.9) | (42.7) | (40.4) |
Payments related to acquisitions, net of cash acquired | (72.3) | (295.1) | (127.9) |
Proceeds from disposals of businesses and property, plant and equipment | 20.7 | 3.5 | 4.3 |
Purchases of environmental credits | (2.8) | 0 | 0 |
Insurance proceeds from property loss claims | 2.6 | 0 | 1.3 |
Net cash used in investing activities | (91.7) | (334.3) | (162.7) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from revolver borrowings | 431.2 | 54.4 | 128.9 |
Repayments of revolver borrowings | (425.2) | (45.4) | (173.9) |
Proceeds from issuance of debt | 0 | 211.5 | 400 |
Repayments of debt | 0 | 0 | (200) |
Premium paid on early retirement of debt | 0 | 0 | (8.5) |
Proceeds from exercise of warrants and stock options | 0.1 | 2.7 | 0.3 |
Payments of other long-term obligations | (5.9) | (9) | (4.7) |
Payments for other financing | (29.6) | (20.3) | (13.4) |
Debt issuance costs | 0 | (4.5) | (7.8) |
Payments for share repurchases | (6.7) | 0 | 0 |
Other treasury share purchases | (1.9) | (3.1) | (2.9) |
Other proceeds | 4.6 | 0 | 0.6 |
Net cash provided by (used in) financing activities | (33.4) | 186.3 | 118.6 |
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS | (0.3) | 0 | 0 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (2.6) | (53.2) | 71.9 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 22.6 | 75.8 | 3.9 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 20 | 22.6 | 75.8 |
Supplemental Disclosure of Cash Flow Information: | |||
Net cash paid for interest | 45.5 | 41 | 24.5 |
Net cash paid for income taxes | 2.5 | 28.1 | 6.7 |
Supplemental Disclosure of Non-cash Investing and Financing Activities: | |||
Capital expenditures funded by capital leases and promissory notes | 39.4 | 46.2 | 30.7 |
Acquisitions funded by stock issuance, contingent consideration and deferred payments | 1.1 | 29.5 | 7.5 |
Eliminations and Reclassifications | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income | (66.3) | (50.8) | (51.8) |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation, depletion and amortization | 0 | 0 | 0 |
Derivative loss | 0 | 0 | |
Change in value of contingent consideration | 0 | 0 | 0 |
Loss on extinguishment of debt | 0 | 0 | |
Impairments of goodwill and other assets | 0 | 0 | |
Changes in assets and liabilities, excluding effects of acquisitions: | |||
Net cash provided by operating activities | (3.1) | 15.3 | 0 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property, plant and equipment | 0 | 0 | 0 |
Payments related to acquisitions, net of cash acquired | 0 | 0 | 0 |
Proceeds from disposals of businesses and property, plant and equipment | 0 | 0 | 0 |
Purchases of environmental credits | 0 | ||
Insurance proceeds from property loss claims | 0 | 0 | |
Net cash used in investing activities | (6.5) | 1.8 | 1.5 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from revolver borrowings | 0 | 0 | 0 |
Repayments of revolver borrowings | 0 | 0 | 0 |
Proceeds from issuance of debt | 0 | ||
Repayments of debt | 0 | ||
Premium paid on early retirement of debt | 0 | ||
Proceeds from exercise of warrants and stock options | 0 | 0 | 0 |
Payments of other long-term obligations | 0 | 0 | 0 |
Payments for other financing | 0 | 0 | 0 |
Debt issuance costs | 0 | 0 | |
Payments for share repurchases | 0 | ||
Other treasury share purchases | 0 | 0 | 0 |
Other proceeds | 0 | 0 | |
Net cash provided by (used in) financing activities | 9.6 | (17.1) | (1.5) |
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS | 0 | 0 | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 0 | 0 | 0 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 0 | 0 | |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ 0 | 0 | $ 0 |
Polaris | |||
Supplemental Disclosure of Non-cash Investing and Financing Activities: | |||
Current liabilities | 29.4 | ||
Polaris | Eliminations and Reclassifications | |||
Supplemental Disclosure of Non-cash Investing and Financing Activities: | |||
Current liabilities | $ 14.2 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2018 | |
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. Certain computations may be impacted by the effect of rounding. For acquisitions accounted for as business combinations, all of the assets acquired and liabilities assumed are recorded at their respective fair value as of the date of the acquisition. For all acquisitions accounted for as business combinations or asset purchases, the results of operations are included in the consolidated financial statements from the respective date of acquisition. During 2018, we completed five acquisitions that were accounted for as business combinations and included 20 standard ready-mixed concrete plants, two quarries and related assets and liabilities (see Note 2 ). During 2017, we completed eight acquisitions that were accounted for as business combinations and included seven standard ready-mixed concrete plants, two quarries, four aggregate distribution terminals and related assets and liabilities (see Note 2 ). Reclassifications Certain reclassifications have been made to prior year amounts to conform with the current year presentation. 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 revenue 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 contingent consideration, accruals for self-insurance, income taxes, the valuation of inventory and the valuation and useful lives of property, plant and equipment. Business Combinations Effective January 1, 2018, we follow the new accounting guidance for business combinations that clarifies 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 as business combinations. The guidance provides a screen to determine when a set of assets is not of a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similarly identifiable assets, the set is not a business. This screen is intended to reduce the number of transactions that need to be further evaluated. We account for business acquisitions under the acquisition method of accounting. 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. The estimates used for determining the fair value of certain assets and liabilities related to acquisitions are considered Level 3 inputs (as defined in Note 12 ). We utilize recognized valuation techniques, including the income approach, sales approach and cost approach to value the net assets acquired. The impact of changes to the estimated fair value of assets acquired and liabilities assumed is recorded in the reporting period in which the adjustment is identified. Final valuations of assets and liabilities are obtained and recorded as soon as practical, but no later than one year from the date of the acquisition. See Note 12 for additional information regarding valuation of contingent consideration obligations, including maximum payout amounts and how the fair value was estimated. Foreign Currency The Company accounts for its Canadian operations using the United States dollar ("US dollar") as the functional currency, as the primary economic environment in which the entity operates is the United States. Transactions in Canadian dollars are recognized at the rates of exchange prevailing at the dates of the transaction. At the end of each reporting period, monetary assets and liabilities denominated in Canadian dollars are remeasured at the rates prevailing at that date. Foreign currency differences arising on remeasurement of monetary items are recognized in earnings. During 2017, we recorded net foreign exchange rate losses of $1.9 million primarily related to the funding of the Polaris (as defined in Note 2 ) acquisition. 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, if any, is included in other current and noncurrent assets based on the expected release date of the underlying obligation. Business and Credit Concentrations 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, Pennsylvania, Washington, D.C., California, Oklahoma, the U.S. Virgin Islands and Hawaii. 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. We did not have any customers that accounted for more than 10% of our revenue or any suppliers that accounted for more than 10% of our cost of goods sold in 2018 , 2017 or 2016 . We did not have any customers that accounted for more than 10% of our accounts receivable as of December 31, 2018 or December 31, 2017 . Accounts Receivable Accounts receivable consist primarily of receivables from contracts with customers for the sale of ready-mixed concrete, aggregates and other products. Accounts receivable initially are recorded at the transaction amount. Each reporting period, we evaluate the collectability of the receivables and record an allowance for doubtful accounts and customer disputes for our estimated probable losses on balances that may not be collected in full, which reduces the accounts receivable balance. Additions to the allowance result from a provision for bad debt expense that is recorded to selling, general and administrative expenses. 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 reporting period and the resulting adequacy of the allowance at the end of each reporting period by using a combination of historical loss experience, customer-by-customer analysis 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 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. Cost in all periods presented was determined 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. 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. Property, Plant and Equipment, Net We state property, plant and equipment at cost less accumulated depreciation. 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 record amortization of assets recorded under capital leases as depreciation expense. 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 value, 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. In 2017, we recorded a $0.5 million non-cash impairment of assets related to property, plant and equipment destroyed by hurricanes at our U.S. Virgin Islands ("USVI") operations. In 2018, we recorded a $1.3 million non-cash impairment of assets related to property, plant and equipment for properties in New Jersey and Michigan which were sold in 2018. 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 any 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 annual test for impairment is 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, however, the fair value is less than the carrying value, goodwill impairment is determined to be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. In September 2017, Hurricanes Irma and Maria resulted in extensive damage, flooding and power outages throughout the USVI, impacting our facilities and operations. In addition, during the fourth quarter of 2017, based on the uncertainty of the timing of the business recovery and its impact on our projected cash flows, we recorded a non-cash goodwill impairment charge of $5.8 million , representing a full impairment of the goodwill related to our USVI operations. Intangible Assets Our definite-lived intangible assets consist of identifiable trade names, customer relationships, non-compete agreements, leasehold interests, favorable contracts and emissions credits that were acquired through business or asset purchases. We amortize these intangible assets over their estimated useful lives, which range from 3 to 25 years, using a straight-line approach. Our indefinite-lived intangible assets consist of a land right acquired in a 2014 acquisition that will be reclassified to property, plant and equipment upon the completion of certain settlement activities. For the land right, 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, 2018. See Note 6 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. Revenue As of the beginning of 2018, we adopted the new revenue recognition accounting guidance by applying the modified retrospective transition approach to all contracts. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of 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. The adoption of the guidance did not have a material impact on the amount or timing of revenue recognized. We derive substantially all of our revenue from the production and delivery of ready-mixed concrete, aggregates and related building materials. Revenue from the sale of these products is recognized when control passes to the customer, which generally occurs at the point in time when products are delivered. We do not deliver product unless we have an order or other documentation authorizing delivery to our customers. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods. Sales and other taxes we collect concurrently with revenue-producing activities are excluded from revenue. Incidental items, such as mix formulation and testing services that are immaterial in the context of the revenue contract and completed in close proximity to the revenue-producing activities, are recorded within cost of goods sold as incurred. We generally do not provide post-delivery services, such as paving or finishing. Customer dispute costs are recorded as a reduction of revenue at the end of each period and are estimated by using a combination of historical customer experience and a customer-by-customer analysis. Amounts billed to customers for delivery costs are classified as a component of total revenue. Our payment terms vary by the type and location of our customer and the products offered. The term between invoicing and when payment is due is not significant. As permitted under U.S. GAAP, we have elected not to assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised goods to the customer will be one year or less. See Note 19 for disaggregation of revenue by segment and product as we believe that best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. We do not have any customer contracts that meet the definition of unsatisfied performance obligations in accordance with U.S. GAAP. 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. Income Taxes We use the asset and liability method of accounting for income taxes under which 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 the temporary differences are expected to reverse. 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. The Tax Act (as defined in Note 14 ) requires a U.S. shareholder of a foreign corporation to include in taxable income its global intangible low-tax income (“GILTI”). In general, GILTI is described as the excess of a U.S. shareholder’s total net foreign income over a deemed return on tangible assets. As ASC 740 is unclear as to the treatment of GILTI, an entity may either include the additional taxes on GILTI in income tax expense in the year incurred or recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years. For 2018, we have included the additional taxes on GILTI in income tax expense. 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 change in value of contingent consideration on our consolidated statement of operations. 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 expected to be achieved. 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) and other long-term obligations. We consider the carrying values of cash and cash equivalents, trade receivables and trade payables to be representative of their respective fair value because of their short-term maturities or expected settlement dates. The fair value of our 2024 Notes (as defined in Note 8 ), estimated based on broker / dealer quoted market prices, was $552.0 million as of December 31, 2018 and $645.0 million as of December 31, 2017 . The carrying value of outstanding amounts under our asset-based revolving credit facility (the "Revolving Facility") approximates fair value. The fair value of our contingent consideration obligations associated with acquisitions was $60.7 million at December 31, 2018 and $61.8 million at December 31, 2017 . For further information, see Note 9 regarding our other long-term obligations and Note 12 regarding our fair value disclosures. 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 15 for additional information regarding our earnings (loss) per share. Comprehensive Income Comprehensive income (loss) represents all changes in equity of an entity during the reporting period, except those resulting from investments by, and distributions to, shareholders. For 2018, 2017, and 2016, no differences existed between our consolidated net income and our consolidated comprehensive income. 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 on a straight-line basis over the employee’s requisite service period, generally the vesting period of the award, or in the case of performance-based awards, over the derived service period. We recognize forfeitures of stock-based awards as they occur. We recognize all excess tax benefits and tax deficiencies in the income statement when the awards vest or are settled, rather than recognized as additional paid-in capital in the equity section of the balance sheet. In addition, excess tax benefits are classified as an operating activity in the statement of cash flows. See Note 13 for additional information regarding our stock-based compensation plans. Recent Accounting Pronouncements Not Yet Adopted Lease Accounting. In February 2016, the Financial Accounting Standards Board ("FASB") issued a new lease accounting standard intended to increase transparency and comparability among organizations by reorganizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Under the new guidance, lessees are required to recognize a right-of-use asset and a lease liability, measured on a discounted basis, at the commencement date for all leases with terms greater than twelve months. Additionally, this guidance will require disclosures to help investors and other financial statement users better understand the amount, timing and uncertainty of cash flows arising from leases, including qualitative and quantitative requirements. We expect to adopt the guidance beginning the first quarter of 2019, using the transition approach that permits application of the new standard at the adoption date instead of the earliest comparative period presented in the financial statements. Upon adoption, we expect to record a right-of-use asset and lease liability of approximately $75.0 million to $85.0 million as of January 1, 2019. We are implementing processes and information technology tools to assist in our ongoing lease data collection and analysis and updating our accounting policies and internal controls that will be impacted by the new guidance. Fair Value Measurement Disclosures. In August 2018, the FASB issued a new Accounting Standards Update ("ASU") to eliminate or modify certain of the disclosures related to fair value measurement while adding new disclosures. The ASU is effective for fiscal years beginning after December 15, 2019, including interim periods therein. Early adoption is permitted, including in any interim period for which financial statements have not yet been issued. Early adoption is permitted for the eliminated or modified disclosure requirements and the adoption of all the new disclosure requirements may be delayed until their effective date. The ASU requires prospective application to the new requirements and any modification to disclosures made because of the change to the requirements for the narrative description of measurement of uncertainty. The effects of all other amendments must be applied retrospectively to all periods presented. We are still evaluating this ASU, but since it is focused on disclosures, we do not expect its adoption to have a significant impact on our consolidated financial statements. Customer's Accounting for Fees Paid in a Cloud Computing Arrangement. In August 2018, the FASB issued a new ASU to address the accounting for costs of implementation activities performed in a cloud computing arrangement that is a service contract. The amendments in this ASU align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with those for capitalizing implementation costs incurred to develop or obtain internal-use software. The accounting for the service element of a hosting arrangement that is a service contract is not affected by this ASU. Under this ASU, costs for implementation activities in the application development stage are capitalized depending on the nature of the costs, while costs incurred during the preliminary project and post-implementation stages are expensed as the activities are performed. The ASU also requires that the capitalized implementation costs be expensed over the term of the hosting arrangement, while subjecting the capitalized costs to the guidance for impairment of long-lived assets. The ASU is effective for fiscal years beginning after December 15, 2019 and interim periods within those years. Early adoption is permitted, including adoption in any interim period. The ASU may be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We are currently evaluating this ASU, but we do not expect that its adoption will have a significant impact on our consolidated financial statements. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS 2018 Acquisitions We completed five acquisitions during 2018 that expanded our ready-mixed concrete operations in the Atlantic Region (which we define to include New York, New Jersey, Washington, D.C. and Pennsylvania), and expanded our ready-mixed concrete and aggregate products operations in West Texas. The aggregate fair value consideration for these acquisitions, which were all accounted for as business combinations, was $70.8 million . The acquisitions included the assets and certain liabilities of the following: • On Time Ready Mix, Inc. (" On Time ") located in Flushing, New York on January 10, 2018 ; • Cutrell Trucking, LLC, Dumas Concrete, LLC, Pampa Concrete Co., Inc., Panhandle Concrete, LLC, and Texas Sand & Gravel Co., Inc. (collectively " Golden Spread ") located in Amarillo, Texas on March 2, 2018 ; • Leon River Aggregate Materials, LLC (" Leon River ") located in Proctor, Texas on August 29, 2018 ; and • Two individually immaterial ready-mixed concrete operations in our Atlantic Region and West Texas Region on March 5, 2018 and September 14, 2018 , respectively. The aggregate fair value consideration for these five acquisitions included $69.9 million in cash and fair value contingent consideration of $1.1 million and was net of a working capital receivable of $0.2 million . We funded the cash portion of the 2018 acquisitions through a combination of cash on hand and borrowings under our Revolving Facility. The combined assets acquired through these 2018 acquisitions included 149 mixer trucks, 20 concrete plant facilities and two aggregate facilities. In 2018, we incurred approximately $0.7 million of transaction costs to effect these acquisitions. We include these transaction costs in selling and general administrative expenses in our condensed consolidated statements of operations. Our accounting for the 2018 business combinations is preliminary. We expect to record adjustments as we accumulate information needed to estimate the fair value of assets acquired and liabilities assumed, including working capital balances, estimated fair value of identifiable intangible assets, property, plant and equipment, adjustments related to determination of the conclusion of tax attributes as of the acquisition date, total consideration and goodwill. The following table presents the total consideration for the 2018 acquisitions and the preliminary amounts related to the assets acquired and liabilities assumed based on the estimated fair value as of the respective acquisition dates (in millions): Inventory $ 1.1 Other current assets 0.1 Property, plant and equipment 37.6 Definite-lived intangible assets 19.8 Total assets acquired 58.6 Current liabilities 0.1 Other long-term liabilities 1.1 Total liabilities assumed 1.2 Goodwill 13.4 Total consideration (fair value) (1) $ 70.8 (1) Included $1.1 million of contingent consideration. 2017 Acquisitions We completed eight acquisitions during 2017 that expanded our ready-mixed concrete and aggregate products operations in the Atlantic Region, expanded our ready-mixed concrete operations in Northern California and facilitated vertical integration on the West Coast. The aggregate fair value consideration for these acquisitions, which were all accounted for as business combinations, was $327.5 million . The acquisitions included the assets of the following: • Corbett Aggregate Companies, LLC (" Corbett ") located in Quinton, New Jersey on April 7, 2017 ; • Harbor Ready-Mix (" Harbor ") located in Redwood City, California on September 29, 2017 ; • A-1 Materials, Inc. (" A-1 ”) and L.C. Frey Company, Inc. ("Frey") (collectively “A-1/Frey”) located in San Carlos, California on September 29, 2017 ; • Action Supply Co., Inc. (" Action Supply ") located in Philadelphia, Pennsylvania on September 29, 2017 ; • Polaris Materials Corporation ("Polaris") located in British Columbia, Canada on November 17, 2017 ; and • Three individually immaterial acquisitions in December 2017 consisting of two ready-mixed concrete operations and a software company. The aggregate fair value consideration for these eight acquisitions included $298.0 million in cash, $5.5 million in payments deferred over a four -year period and fair value contingent consideration of $24.0 million . The combined assets acquired through these 2017 acquisitions included 409 acres of land, two aggregate facilities with approximately 130 million tons of proven aggregates reserves, 51 mixer trucks, seven concrete plant facilities and four aggregates distribution terminals. We funded the cash portion of the acquisitions through a combination of cash on hand and borrowings under our Revolving Facility. Prior to the completion of the Polaris acquisition, we received two promissory notes from Polaris aggregating $18.1 million (Canadian dollars), which were subsequently reclassified as intercompany loans upon completion of the acquisition and have been eliminated from our consolidated balance sheets. During 2017, we incurred $5.9 million of transaction costs related to these 2017 acquisitions, which are included in selling and general administrative expenses in our consolidated statements of operations. See Note 12 for additional information related to contingent consideration obligations, including maximum payout and how the fair value was estimated. The following table presents the total consideration for the 2017 acquisitions and the provisional amounts related to the assets acquired and liabilities assumed based on the estimated fair value as of the respective acquisition dates (in millions): Polaris 2017 Acquisitions (Excluding Polaris) Cash $ 20.7 $ — Accounts receivable (1) 4.6 1.1 Inventory 6.0 0.7 Other current assets 1.5 0.1 Property, plant and equipment 199.3 63.2 Other long-term assets 0.9 — Definite-lived intangible assets — 8.3 Total assets acquired 233.0 73.4 Current liabilities (2) 29.4 1.1 Long-term deferred income tax liability 18.6 — Other long-term liabilities 3.0 — Total liabilities assumed 51.0 1.1 Non-controlling interest (see Note 11) 23.4 — Goodwill 83.8 12.8 Total consideration (fair value) (3) $ 242.4 $ 85.1 (1) Except for Polaris, the aggregate fair value of the 2017 acquisitions acquired accounts receivable approximated the aggregate gross contractual amount. The fair value of Polaris's acquired accounts receivable was $4.6 million , which represented an aggregate gross contractual amount of $4.9 million , less amounts not expected to be collected. (2) Current liabilities for Polaris included $14.2 million payable to the Company, which was eliminated in consolidation. (3) Included $29.5 million of deferred and contingent consideration for acquisitions other than Polaris. Acquired Intangible Assets and Goodwill Intangible assets acquired in 2018 and 2017 totaling $28.1 million as of the respective acquisition dates consisted of customer relationships, non-compete agreements and a favorable contract. The amortization period of these intangible assets ranges from three to ten years. The major classes of intangible assets acquired in the 2018 and 2017 acquisitions were as follows (in millions): Weighted Average Amortization Period (In Years) Fair Value At Acquisition Date Customer relationships 6.7 $ 26.2 Non-competes 5.0 1.5 Favorable contract 3.7 0.4 Total $ 28.1 As of December 31, 2018 , the estimated future aggregate amortization expense of definite-lived intangible assets from the 2018 and 2017 acquisitions was as follows (in millions): 2019 $ 4.9 2020 4.8 2021 3.9 2022 3.7 2023 2.4 Thereafter 4.2 Total $ 23.9 During 2018 , we recorded $4.0 million of amortization expense related to these intangible assets, of which $0.2 million related to measurement period adjustments. During 2017 , we recorded $0.3 million of amortization expense related to these intangible assets. See Note 6 for a description of our measurement period adjustments. 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 to our ready-mixed concrete, aggregate products, and other non-reportable segments. See Note 6 for the allocation of goodwill from our 2018 and 2017 acquisitions to our segments. We generally expect all but $83.8 million of the goodwill from the 2018 and 2017 acquisitions to be deductible for tax purposes. See Note 14 for additional information regarding income taxes. Actual Impact of Acquisitions We recorded approximately $173.4 million of revenue and $9.1 million of income from operations in our consolidated results of operations in 2018 related to the 2018 and 2017 acquisitions following their respective dates of acquisition. We recorded approximately $18.7 million of revenue and $1.4 million of income from operations in our consolidated results of operations in 2017 related to the 2017 acquisitions following their respective dates of acquisition. Unaudited Pro Forma Impact of Acquisitions The information presented below reflects unaudited pro forma combined financial results for the acquisitions completed during 2018 and 2017 , excluding the individually immaterial and other acquisitions in 2018 and 2017 as 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 2018 and 2017 as if the 2018 acquisitions had been completed on January 1, 2017 and the 2017 acquisitions had been completed on January 1, 2016 (in millions, except per share information): 2018 2017 Revenue $ 1,523.2 $ 1,473.4 Net income attributable to U.S. Concrete $ 31.3 $ 31.0 Net income per share attributable to U.S. Concrete - basic $ 1.90 $ 1.95 Net income per share attributable to U.S. Concrete - diluted $ 1.90 $ 1.86 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 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 2018 acquisitions occurred on January 1, 2017 and the 2017 acquisitions occurred on January 1, 2016. The unaudited pro forma net income attributable to U.S. Concrete and per share amounts above reflect the following adjustments (in millions): 2018 2017 Increase in intangible amortization expense $ (0.8 ) $ (4.2 ) Increase in depreciation expense — (9.0 ) Exclusion of buyer transaction costs 1.4 6.4 Exclusion of seller transaction costs — 9.7 Decrease in cost of goods sold related to fair value bump in inventory 0.8 0.4 Increase in expenses related to conversions from IFRS (1) to U.S. GAAP — (0.2 ) Decrease (increase) in income tax expense (0.5 ) 3.9 Increase in non-controlling loss 0.1 (0.4 ) (1) IFRS is defined as International Financial Reporting Standards as issued by the International Accounting Standards Board. 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. |
ALLOWANCE FOR DOUBTFUL ACCOUNTS
ALLOWANCE FOR DOUBTFUL ACCOUNTS AND CUSTOMER DISPUTES | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
ALLOWANCE FOR DOUBTFUL ACCOUNTS AND CUSTOMER DISPUTES | ALLOWANCE FOR DOUBTFUL ACCOUNTS AND CUSTOMER DISPUTES ($ in millions) 2018 2017 Balance, beginning of period $ 5.8 $ 6.0 Provision for doubtful accounts and customer disputes 4.6 4.6 Uncollectible receivables written off, net of recoveries (4.3 ) (4.8 ) Balance, end of period $ 6.1 $ 5.8 |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES December 31, ($ in millions) 2018 2017 Raw materials $ 46.4 $ 44.2 Building materials for resale 2.8 2.2 Other 2.0 1.7 Total $ 51.2 $ 48.1 |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT, NET | PROPERTY, PLANT AND EQUIPMENT, NET December 31, ($ in millions) 2018 2017 Land and mineral deposits $ 310.4 $ 296.6 Buildings and improvements 65.7 56.1 Machinery and equipment 266.2 230.4 Mixers, trucks and other vehicles 244.0 215.8 Other 1.7 2.9 Construction in progress 28.3 12.7 916.3 814.5 Less: accumulated depreciation, depletion and amortization (236.1 ) (178.2 ) Total $ 680.2 $ 636.3 We use the straight-line method to compute depreciation and amortization of these assets, other than mineral deposits, over the following estimated useful lives: Class of Assets Range of Service Lives Buildings and land improvements 10 to 40 years Machinery and equipment 10 to 30 years Mixers, trucks and other vehicles 1 to 12 years Other 3 to 10 years As of December 31, 2018 and 2017 , the net carrying amounts of mineral deposits were $238.9 million and $232.4 million , respectively. As of December 31, 2018 and 2017 , gross assets recorded under capital leases, consisting primarily of drum mixer trucks and other machinery and equipment, were $103.2 million and $77.2 million , respectively, and accumulated amortization was $17.8 million and $7.2 million , respectively. We recorded depreciation, depletion and amortization expense on our property, plant and equipment of $67.9 million for 2018 , $47.1 million for 2017 and $38.3 million for 2016 , which is included in our consolidated statements of operations. |
GOODWILL AND INTANGIBLE ASSETS,
GOODWILL AND INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2018 | |
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 2018 for those reporting units with goodwill as of October 1, 2018 , and there was no impairment. The results of the first step of the annual impairment tests indicated that the fair value 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 under performance 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 accumulated impairment was as follows (in millions): December 31, 2018 2017 2016 Goodwill, gross $ 245.1 $ 210.5 $ 133.3 Accumulated impairment (5.8 ) (5.8 ) — Goodwill, net $ 239.3 $ 204.7 $ 133.3 The changes in goodwill by reportable segment were as follows (in millions): Ready-mixed Concrete Segment Aggregate Products Segment Other Non-Reportable Segments Total Goodwill, net at December 31, 2016 $ 127.5 $ 2.5 $ 3.3 $ 133.3 Impairment charge (4.4 ) (1.4 ) — (5.8 ) 2017 acquisitions 11.8 53.8 9.9 75.5 Measurement period adjustments for prior year business combinations (1) 0.5 1.2 — 1.7 Goodwill, net at December 31, 2017 135.4 56.1 13.2 204.7 2018 acquisitions 12.6 — 0.8 13.4 Measurement period adjustments for prior year business combinations (2) (0.3 ) 30.1 (8.6 ) 21.2 Goodwill, net at December 31, 2018 $ 147.7 $ 86.2 $ 5.4 $ 239.3 (1) Reflects a $1.2 million adjustment to the change in the acquisition accounting for a 2015 acquisition and a $0.5 million adjustment related to determination of the conclusion of tax attributes as of the acquisition date for a 2016 acquisition. The adjustment to the 2015 acquisition accounting was recorded in 2017 as it was not material to the prior periods and had no impact on the consolidated statements of operations of any period. (2) Adjustments for the 2017 acquisitions recorded during 2018 included $21.0 million of additional long-term obligations, of which $18.6 million related to deferred taxes attributable to fair value adjustments of Polaris's fixed assets as of the acquisition date; $2.8 million of assumed liabilities; $0.4 million of lower working capital; $2.7 million of additional property, plant, and equipment; $0.3 million of additional definite-lived intangible assets; and other various changes. The measurement period adjustments for the 2017 acquisitions also included a $9.6 million reclassification of goodwill between the aggregate products segment and other non-reportable segments. We re-characterized the results of our Polaris distribution operations, which include shipping and terminal operations, to the aggregate products segment from other nonreportable segments. This change was made to better reflect how the Polaris business is viewed and operated by management and more closely aligns our reporting with how we manage and report our other aggregate products operations. Intangible Assets Our purchased intangible assets were as follows (in millions): December 31, 2018 Gross Accumulated Amortization Net Weighted Average Remaining Life (in Years) Definite-lived intangible assets Customer relationships $ 108.5 $ (43.1 ) $ 65.4 4.7 Trade names 44.5 (11.1 ) 33.4 19.6 Non-competes 18.3 (12.1 ) 6.2 2.6 Leasehold interests 12.5 (5.1 ) 7.4 5.9 Favorable contract 4.0 (3.8 ) 0.2 1.9 Environmental credits 2.8 — 2.8 17.0 Total definite-lived intangible assets 190.6 (75.2 ) 115.4 9.8 Indefinite-lived intangible assets Land rights (1) 1.2 — 1.2 Total purchased intangible assets $ 191.8 $ (75.2 ) $ 116.6 (1) Land rights will be reclassified to property, plant and equipment upon the division of certain shared properties and settlement of the associated deferred payment. December 31, 2017 Gross Accumulated Amortization Net Weighted Average Remaining Life (in Years) Definite-lived intangible assets Customer relationships $ 89.9 $ (28.1 ) $ 61.8 5.5 Trade names 44.4 (8.1 ) 36.3 19.9 Non-competes 16.9 (8.5 ) 8.4 2.9 Leasehold interests 12.5 (3.4 ) 9.1 6.7 Favorable contract 4.0 (3.0 ) 1.0 1.3 Total definite-lived intangible assets 167.7 (51.1 ) 116.6 9.8 Indefinite-lived intangible assets Land rights (1) 1.5 — 1.5 Total purchased intangible assets $ 169.2 $ (51.1 ) $ 118.1 (1) Land rights 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, 2018 , the estimated remaining amortization of our definite-lived intangible assets was as follows (in millions): 2019 $ 23.3 2020 21.1 2021 18.8 2022 12.9 2023 6.4 Thereafter 32.9 Total $ 115.4 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 $0.8 million and $1.0 million as of December 31, 2018 and 2017 , respectively. These unfavorable lease intangibles had a weighted average remaining life of 4.6 years as of December 31, 2018 and 4.9 years as of December 31, 2017 . We recorded $23.9 million , $20.7 million and $16.5 million of amortization expense for our definite-lived intangible assets and unfavorable lease intangibles for the years ended December 31, 2018 , 2017 and 2016 , respectively, in our consolidated statements of operations. |
ACCRUED LIABILITIES
ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
ACCRUED LIABILITIES | ACCRUED LIABILITIES December 31, ($ in millions) 2018 2017 Contingent consideration $ 36.2 $ 2.3 Accrued compensation and benefits 12.8 18.5 Accrued materials 10.9 10.3 Accrued insurance reserves 8.7 7.1 Accrued property, sales and other taxes 7.3 6.6 Deferred consideration 4.0 7.2 Accrued interest 3.5 3.4 Other (1) 12.9 10.0 Total $ 96.3 $ 65.4 (1) None of the individual categories included in other represents more than 5% of current liabilities. |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT December 31, ($ in millions) 2018 2017 Senior unsecured notes due 2024 and unamortized premium (1) $ 608.4 $ 609.9 Asset based revolving credit facility 15.0 9.0 Capital leases 71.2 53.3 Other financing 28.5 31.9 Debt issuance costs (9.0 ) (10.7 ) Total debt 714.1 693.4 Less: current maturities (30.8 ) (26.0 ) Long-term debt, net of current maturities $ 683.3 $ 667.4 (1) The effective interest rate for these notes was 6.56% as of both December 31, 2018 and December 31, 2017 . As of December 31, 2018 , the principal amounts due under our debt agreements for the next five years and thereafter were as follows (in millions): 2019 $ 30.8 2020 30.6 2021 20.8 2022 27.3 2023 5.2 Thereafter 608.4 Total $ 723.1 Senior Unsecured Notes due 2024 During 2016 and 2017, we issued $600.0 million aggregate principal amount of 6.375% senior unsecured notes due 2024 (the "2024 Notes"). 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, which is payable on June 1 and December 1 of each year. The 2024 Notes mature on June 1, 2024, and are redeemable at our option prior to maturity at prices specified in the Indenture. The Indenture contains negative covenants that restrict our ability and our restricted subsidiaries' ability to engage in certain transactions, as described below, and also contains customary events of default. The Indenture contains covenants that, among other things, limit our ability and the ability of our restricted subsidiaries to: • incur additional debt or issue disqualified stock or preferred stock; • pay dividends or make other distributions, repurchase or redeem our stock or subordinated indebtedness or make certain investments; • sell assets and issue capital stock of our restricted subsidiaries; • incur liens; • allow to exist certain restrictions on the ability of our restricted subsidiaries to pay dividends or make other payments to us; • enter into transactions with affiliates; • consolidate, merge or sell all or substantially all of our assets; and • designate our subsidiaries as unrestricted subsidiaries. The 2024 Notes are issued by U.S. Concrete, Inc. (the "Parent"). Our obligations under the 2024 Notes are jointly and severally and fully and unconditionally guaranteed on a senior unsecured basis by each of our restricted subsidiaries that guarantees any obligations under the Revolving Facility or that guarantees certain of our other indebtedness or certain indebtedness of our restricted subsidiaries (other than foreign restricted subsidiaries that guarantee only indebtedness incurred by another foreign subsidiary). U.S. Concrete, Inc. does not have any independent assets or operations, and none of its foreign subsidiaries guarantee the 2024 Notes. There are no significant restrictions on the ability of the Company or any guarantor to obtain funds from its subsidiaries by dividend or loan. For additional information regarding our guarantor and non-guarantor subsidiaries, see the information set forth in Note 22 . 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. Asset Based Revolving Credit Facility The Company has a senior secured asset-based credit facility that provides for up to $350.0 million of revolving borrowings and up to $50.0 million for the issuance of letters of credit, with $17.5 million of undrawn standby letters of credit as of December 31, 2018 . However, any such issuance of letters of credit will reduce the amount available for borrowings under the Revolving Facility. In 2017, we amended the Revolving Facility to among other things, extending the maturity date to August 31, 2022. The Third Amended and Restated Loan and Security Agreement ("Third 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. Our actual maximum credit availability varies from time to time and is determined by calculating the value of our eligible accounts receivable, inventory, mixer trucks and machinery, minus reserves and other adjustments, as specified in the Third Loan Agreement. Loans may not exceed the borrowing base as defined in the Third Loan Agreement. The Third Loan Agreement also contains a provision for over-advances and protective advances in each case, of up to $25.0 million in excess of the borrowing base levels and provides for swingline loans, up to a $15.0 million sublimit. Loans under the Revolving Facility are in the form of either base rate loans or “LIBOR loans” denominated in U.S. dollars. The Third Loan Agreement 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 of December 31, 2018 , we were in compliance with all covenants under the Third Loan Agreement. 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 $28.5 million , with fixed annual interest rates ranging from 2.50% to 4.49% , payable monthly for terms ranging from less than two 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 remaining principal amount of $71.2 million as of December 31, 2018, with fixed annual interest rates ranging from less than 2.60% to 4.86% , payable monthly for terms ranging from less than two to seven 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 $20.2 million and $15.1 million as of December 31, 2018 and 2017 , respectively. The weighted average interest rate of our capital leases and other financings was 3.72% as of December 31, 2018 and 3.31% as of December 31, 2017 . |
OTHER LONG-TERM OBLIGATIONS AND
OTHER LONG-TERM OBLIGATIONS AND DEFERRED CREDITS | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Credits and Other Liabilities [Abstract] | |
OTHER LONG-TERM OBLIGATIONS AND DEFERRED CREDITS | OTHER LONG-TERM OBLIGATIONS AND DEFERRED CREDITS December 31, ($ in millions) 2018 2017 Contingent consideration $ 24.5 $ 59.5 Self-insurance reserves 13.9 13.4 Income taxes 5.7 6.9 Deferred consideration 2.9 6.1 Other 7.8 7.4 Total $ 54.8 $ 93.3 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | STOCKHOLDERS’ EQUITY Common Stock December 31, (in millions) 2018 2017 Shares authorized 100.0 100.0 Shares outstanding at end of period 16.6 16.7 Shares held in treasury 1.1 0.9 Preferred Stock There was no preferred stock issued or outstanding as of December 31, 2018 and 2017 . 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 under the Share Repurchase Program that expired on March 31, 2017. In March 2017, our Board authorized a new share repurchase program to repurchase up to $50.0 million of our outstanding common stock (the "Second Share Repurchase Program"), effective April 1, 2017 until the earlier of March 31, 2020, or a determination by the Board to discontinue the Second Share Repurchase Program. During 2018 under the Second Share Repurchase Program, we repurchased 0.2 million shares of our common stock at a cost of $6.7 million . 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 29,000 shares during 2018 , at a total value of approximately $1.9 million , and approximately 45,000 shares during 2017 , at a total value of approximately $3.1 million . We accounted for the withholding of these shares as treasury stock. |
NON-CONTROLLING INTEREST
NON-CONTROLLING INTEREST | 12 Months Ended |
Dec. 31, 2018 | |
Noncontrolling Interest [Abstract] | |
NON-CONTROLLING INTEREST | NON-CONTROLLING INTEREST Through its ownership of Polaris, the Company holds a 70% interest in Eagle Rock Materials Ltd. ("Eagle Rock") and an 88% interest in the Orca Sand and Gravel Limited Partnership (“Orca”). Eagle Rock was originally formed to develop the Eagle Rock quarry project in British Columbia, Canada. Orca was formed to develop the Orca quarry, also in British Columbia, Canada, with the remaining 12% minority interest held by the Namgis First Nation (“Namgis”). Non-controlling interest consists of the Namgis’s share of the fair value equity in the partnership offset by the capital contributions loaned to the Namgis by Polaris. To enable the Namgis to make their required equity contributions to Orca once a construction decision was made, Polaris loaned the Namgis $8.0 million (Canadian dollars) in prior years. Polaris’s sole recourse for repayment is against distributions payable to the Namgis by the partnership, after repayment of any approved third party who has loaned the Namgis funds for equity contributions. Reflective of the equity nature of the funding, the balance of the loans offset the non-controlling interest’s share of equity. No interest accrues on the loans until a specified time after a set volume is met, at which time the loans will accrue interest at an annual rate of 6% . Following Orca's achievement of certain financial metrics, the Namgis may elect that up to one-half of the amount to which they are entitled under the partnership agreement be paid in cash. The changes in non-controlling interest during 2018 were as follows (in millions): Non-Controlling Interest Balance - December 31, 2017 $ 21.7 Measurement period adjustments for prior year business combinations 1.8 Non-controlling interest share of Orca net income 1.3 Balance - December 31, 2018 $ 24.8 |
FAIR VALUE DISCLOSURES
FAIR VALUE DISCLOSURES | 12 Months Ended |
Dec. 31, 2018 | |
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 (in millions): December 31, 2018 Total Level 1 Level 2 Level 3 Contingent consideration, including current portion (1) $ 60.7 $ — $ — $ 60.7 $ 60.7 $ — $ — $ 60.7 December 31, 2017 Total Level 1 Level 2 Level 3 Contingent consideration, including current portion (1) $ 61.8 $ — $ — $ 61.8 $ 61.8 $ — $ — $ 61.8 (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. The following tables present the valuation inputs for our three model types of acquisition-related contingent consideration arrangements. We estimate the fair value of acquisition-related contingent consideration arrangements using a Monte Carlo simulation model, an income approach or a discounted cash flow technique, as appropriate. These fair value measurements are based on significant inputs not observable in the market, and thus represent Level 3 inputs. The fair value of the contingent consideration arrangements is sensitive to changes in the forecasts of earnings and/or the relevant operating metrics and changes in discount rates. The fair value of the contingent consideration is reassessed quarterly based on assumptions used in our latest projections and input provided by practice leaders and management. Any change in the fair value estimate is recorded in our consolidated statement of operations for that period. The use of different estimates and assumptions could increase or decrease the estimated fair value of our contingent consideration liability, which would result in different impacts to our consolidated balance sheets and consolidated statements of operations. December 31, 2018 Valuation Inputs Monte Carlo Simulation Income Approach Discounted Cash Flow Technique Fair value (in millions) $ 33.2 $ 26.5 $ 1.0 Discount rate 10.75% - 12.25% 3.70% - 5.00% 6.03% - 15.75% Payment cap (in millions) $ 37.3 $ 27.3 $ 1.1 Expected payment period remaining (in years) 1-3 1 1-4 Management projections of the payout criteria EBITDA/Volumes Permitted reserves/Volumes Volumes December 31, 2017 Valuation Inputs Monte Carlo Simulation Income Approach Discounted Cash Flow Technique Fair value (in millions) $ 37.1 $ 23.6 $ 1.1 Discount rate 9.75% - 11.75% 3.70% - 5.00% 6.03% - 15.75% Payment cap (in millions) $ 39.3 $ 26.0 $ 1.4 Expected payment period remaining (in years) 2-4 1-5 1-5 Management projections of the payout criteria EBITDA/Volumes Permitted reserves/Volumes Volumes A reconciliation of the changes in Level 3 fair value measurements is as follows (in millions): Contingent Consideration Balance at December 31, 2016 $ 32.2 Acquisitions (1) 24.0 Increase in contingent consideration valuation 7.9 Payments of contingent consideration (2.3 ) Balance at December 31, 2017 61.8 Acquisitions (2) 1.1 Payments of contingent consideration (2.2 ) Balance at December 31, 2018 $ 60.7 (1) Represents the fair value of the contingent consideration associated with acquisitions in 2017 as of their respective acquisition dates. (2) Represents the fair value of the contingent consideration associated with two of the 2018 acquisitions as of the acquisition date. In connection with our acquisitions described in Note 2 , the assets acquired were recorded at their fair value on a non-recurring basis as of their respective acquisition dates. We generally use a third party valuation firm to assist us with developing our estimates of fair value. The fair value of property, plant and equipment was based primarily on comparable sales. In determining the fair value of intangible assets, we utilized the cost approach (primarily through the cost-to-recreate method), the market approach and the income approach. The income approach may incorporate the use of a discounted cash flow method. In applying the discounted cash flow method, the estimated future cash flows and residual values for each intangible asset are discounted to a present value using a discount rate based on an estimated weighted average cost of capital for the building materials industry. These cash flow projections were based on management’s estimates of economic and market conditions including revenue growth rates, operating margins, capital expenditures and working capital requirements. The valuations were prepared using Level 3 inputs. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 , there were less than 0.1 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 recognized stock-based compensation expense related to restricted stock and restricted stock units of $10.4 million in 2018 , $8.3 million in 2017 and $7.1 million in 2016 , with related recognized tax benefits of $2.4 million in 2018 , $3.2 million in 2017 and $2.5 million in 2016 . Recognized tax benefits for stock-based compensation expense are inclusive of excess tax benefits recognized in income tax expense of $0.2 million in 2018 and $1.4 million in 2017. Stock-based compensation expense is reflected in selling, general and administrative expenses in our consolidated statements of operations. As of December 31, 2018 , we had approximately $9.3 million of unrecognized stock-based compensation expense, which we expect to recognize over a weighted average period of approximately 1.2 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 2018 was as follows (units in thousands): Number Weighted Average Unvested restricted stock units outstanding at beginning of period 10 $ 76.30 Granted 22 49.94 Vested (10 ) 76.30 Forfeited — — Unvested restricted stock units outstanding at end of period 22 $ 49.94 Additional restricted stock unit information was as follows: 2018 2017 2016 Weighted average fair value per share on grant date (1) $ 49.94 $ 76.30 $ 46.07 Fair value of vested units (in millions) $ 0.8 $ 0.8 $ 0.8 (1) The fair value was determined based upon the closing price of our common stock on the date of grant. Restricted Stock Awards Restricted stock awards are subject to restrictions on transfer and certain conditions to vesting. The restricted stock awards issued to date consisted of a 60% time-vested component and a 40% stock performance hurdle component. The time-vested component vests annually over a 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; however, such dividends would be forfeited in the event the stock does not vest. As a result, these awards are included in our outstanding shares of common stock. Restricted stock award activity for 2018 was as follows (shares in thousands): Number Weighted Unvested restricted stock awards outstanding at beginning of period 248 $ 55.17 Granted 185 61.97 Vested (95 ) 51.58 Forfeited (12 ) 59.53 Unvested restricted stock awards outstanding at end of period 326 $ 59.93 During 2018 , 2017 and 2016 , the weighted average grant date fair value of restricted stock awards granted was $61.97 , $60.24 and $47.59 per share, respectively. The fair value of restricted stock awards subject only to time-based 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 were as follows: 2018 2017 2016 Expected term (years) 0.67 - 0.92 0.60 - 0.90 0.50 - 0.80 Expected volatility 40.4% 36.9% 36.9% Risk-free interest rate 2.40% 1.69% 1.09% Vesting price (1) $91.10 - $99.10 $82.50 - $91.75 $64.00 - $71.25 Weighted average grant date fair value per share $52.81 - $48.14 $44.96 - $51.31 $36.64 - $41.85 (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 2018 , 2017 and 2016 , the total fair value of restricted stock awards vested was $4.9 million , $4.9 million and $4.0 million , respectively. Stock Options Stock options outstanding at December 31, 2018 were granted prior to 2011. Proceeds from stock option exercises are credited to common stock at par value, and the excess is credited to additional paid-in capital. There were no stock option grants or compensation expense for stock options in 2018 , 2017 or 2016 . Stock option activity for 2018 was as follows (shares in thousands): Number Weighted Options outstanding at beginning of year 19 $ 15.96 Granted — — Exercised (6 ) 13.15 Forfeited and expired — — Options outstanding at end of year 13 $ 17.23 Options exercisable at end of year 13 $ 17.23 The intrinsic value of stock options exercised during 2018 , 2017 and 2016 was $0.3 million in each year. The following table summarizes information about stock options outstanding as of December 31, 2018 (shares in thousands): Options Outstanding Options Exercisable Range of exercise prices Number of Shares Outstanding Remaining Contractual Life Weighted Average Exercise Price Per Share Number of Shares Outstanding Weighted Average Exercise Price Per Share $12.00 - $26.68 13 0.08 $ 17.23 13 $ 17.23 The aggregate intrinsic value of outstanding and exercisable stock options was $0.2 million , $1.3 million and $1.2 million at December 31, 2018 , 2017 and 2016 , respectively. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The components of income from continuing operations before income taxes were as follows (in millions): 2018 2017 2016 Income (loss) before income taxes: U.S. $ 43.4 $ 51.0 $ 32.8 Non-U.S. 4.7 (12.4 ) (2.0 ) Total income from continuing operations before income taxes $ 48.1 $ 38.6 $ 30.8 A reconciliation of the federal statutory corporate income tax rate to our effective income tax rate follows ($ in millions): 2018 2017 2016 Tax expense (benefit) at statutory rate $ 10.1 21.0 % $ 13.5 35.0 % $ 10.8 35.0 % Add (deduct): Rates different from statutory (1) (0.9 ) (1.9 ) 2.3 5.9 0.6 2.0 Statutory income tax change 2.1 4.4 (7.6 ) (19.6 ) — — State income taxes 0.8 1.7 3.5 9.1 1.4 4.6 Nondeductible items 1.3 2.7 3.1 7.9 0.5 1.6 GILTI inclusion (2) 1.1 2.3 — — — — Unrecognized tax benefit relating to Warrants (3) — — 0.3 0.7 7.5 24.5 Valuation allowance 4.7 9.8 (2.5 ) (6.6 ) 0.9 2.8 Unrecognized tax benefit (2.2 ) (4.7 ) — — — — Other (0.2 ) (0.4 ) (0.2 ) (0.5 ) (0.5 ) (1.7 ) Income tax expense on continuing operations $ 16.8 34.9 % $ 12.4 31.9 % $ 21.2 68.8 % (1) Includes differences between the U.S. federal tax rates and the tax rates in Canada and the U.S. Virgin Islands. (2) In accordance with FASB Staff Q&A, Topic 740, No. 5, we have elected to treat the income tax impact of GILTI as a period cost. (3) Non-cash impacts of changes in the derivative liabilities that we had from our Warrants that expired in August 2017 were not recognized for purposes of calculating our tax provision; instead, they were treated as an unrecognized tax benefit. Further, exercises of the Warrants were also treated as an unrecognized tax benefit for purposes of calculating our tax provision. The amounts of our consolidated federal and state income tax expense (benefit) from continuing operations were as follows (in millions): 2018 2017 2016 Current: U.S. Federal $ 2.2 $ 8.9 $ 2.0 U.S. State (0.2 ) 7.0 2.4 Non-U.S. 0.2 (0.1 ) — 2.2 15.8 4.4 Deferred: U.S. Federal $ 14.2 $ (0.6 ) $ 15.5 U.S. State (0.2 ) (3.5 ) 1.9 Non-U.S. 0.6 0.7 (0.6 ) 14.6 (3.4 ) 16.8 Income tax expense on continuing operations $ 16.8 $ 12.4 $ 21.2 Income tax expense (benefit) was allocated between continuing operations and discontinued operations as follows (in millions): 2018 2017 2016 Continuing operations $ 16.8 $ 12.4 $ 21.2 Discontinued operations — (0.4 ) (0.5 ) Income tax expense $ 16.8 $ 12.0 $ 20.7 Deferred income tax provisions result from temporary differences in the recognition of expenses for financial reporting purposes and for tax reporting purposes. Our deferred income tax liabilities and assets were as follows (in millions): December 31, 2018 2017 Deferred tax assets: Goodwill and other intangibles $ 8.4 $ 7.0 Inventory 2.8 3.5 Accrued insurance 4.6 5.3 Stock compensation 2.5 0.8 Interest limitation carryover 6.6 — Start-up acquisition costs 2.7 2.2 Other accrued expenses 3.4 6.6 Net operating loss carryforwards 8.4 11.0 Property, plant and equipment, net - Polaris 2.9 11.7 Other 3.7 1.4 Total gross deferred tax assets 46.0 49.5 Valuation allowance (9.2 ) (20.7 ) Net deferred tax assets 36.8 28.8 Deferred income tax liabilities: Property, plant and equipment, net - non-Polaris (46.1 ) (33.0 ) Partnership outside basis (26.7 ) — Depletion (1.6 ) (0.6 ) Other (0.4 ) — Total gross deferred tax liabilities (74.8 ) (33.6 ) Net deferred tax liability (1) $ (38.0 ) $ (4.8 ) (1) At December 31, 2018, our state deferred tax asset of $5.1 million was classified as a non-current asset, and our U.S. and foreign deferred tax liability of $43.1 million was classified as a non-current liability. At December 31, 2017, all deferred taxes were recorded as a non-current liability. In December 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act made broad and complex changes to the U.S. tax code, including, but not limited to, the following that impact us: (1) reduction of the U.S. federal corporate income tax rate from 35% to 21%; (2) extension and expansion of the bonus depreciation provisions; (3) creation of a new limitation on deductible interest expense; (4) enactment of a new provision designed to tax global intangible low-taxed income (“GILTI”) on foreign subsidiaries; (5) repeal of the domestic production activities deduction; (6) further limitation of the deductibility of certain executive compensation; and (7) limitation of certain other deductions. In 2017, the Company recorded provisional income tax benefits of $7.6 million related to the impact of the Tax Act on our deferred tax balances for the change in tax rate and executive compensation payable in future years. As allowed by SEC Staff Accounting Bulletin No. 118, "Income Tax Accounting Implications of the Tax Cuts and Jobs Act," which was issued shortly after the Tax Act was enacted, we completed our accounting for the income tax effects of the Tax Act in 2018 and recognized a $2.1 million reduction to the provisional tax amounts recorded in the fourth quarter of 2017. 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 had valuation allowances as of December 31, 2018 and 2017 in the amounts of $9.2 million and $20.7 million , respectively, for certain deferred tax assets due to the uncertainty regarding their ultimate realization. In 2018, we established an additional valuation allowance of $6.6 million related to the interest expense limitation carryfoward attribute, resulting from the Tax Act, which we do not believe is more likely than not to be realized under the current interpretation of the applicable statute. Certain acquisition-related valuation allowances were released during the purchase accounting measurement period once it was determined that certain tax attributes were extinguished at the time of acquisition. Additionally, the valuation allowance of $2.6 million related to our New Jersey state net operating losses ("NOLs") was released due to recent state law changes that will allow us to utilize those attributes before they expire. As of December 31, 2018, the Company had NOL carryforwards related to tax losses in Canada and the U.S. that may be used to reduce future taxable income. The Canadian NOL carryforwards were approximately $5.0 million as of December 31, 2018, and expire at various dates from 2032 to 2038. The U.S federal NOL carryforwards were approximately $11.7 million as of December 31, 2018, and expire at various dates from 2025 to 2037. The deferred tax assets associated with state NOL carryforwards were approximately $4.6 million as of December 31, 2018, and the underlying state NOL carryforwards expire at various dates from 2019 to 2037. We maintain a valuation allowance of $2.6 million for certain NOL carryforwards because of the uncertainty of their recovery. Under U.S. tax law, we treat our Canadian and U.S. Virgin Island subsidiaries (collectively, “foreign subsidiaries”) as controlled foreign corporations. We consider the undistributed earnings, if any, and other outside basis differences in our investments in our foreign subsidiaries to be indefinitely reinvested and, accordingly, no foreign withholding or other income taxes have been provided thereon. Due to the complexities in the tax laws, it is not practicable to estimate the amount of deferred income taxes not recorded that are associated with those earnings or other outside basis differences. We have not, nor do we currently anticipate in the foreseeable future, the need to repatriate funds to the U.S. 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, 2018, we had unrecognized tax benefits of $5.7 million , including accrued penalties and interest, of which, $4.0 million would impact the effective tax rate if recognized. The unrecognized tax benefits were included as a component of other long-term obligations. We recorded interest and penalties related to unrecognized tax benefits, which were included in income tax expense in our consolidated statements of operations of $0.2 million in 2018, $0.4 million in 2017 and $0.1 million in 2016. Total accrued penalties and interest at December 31, 2018 and 2017 were approximately $1.1 million and $0.9 million , respectively, which were included in the related tax liability in our consolidated balance sheets. We do not anticipate that our unrecognized tax benefits will significantly increase or decrease within the next twelve months. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions): 2018 2017 2016 Unrecognized tax benefits at January 1 $ 6.2 $ 43.0 $ 35.0 Additions for tax positions related to current year 0.5 6.8 8.0 Reductions - current year decrease — (5.4 ) — Reductions - prior year decrease — (38.2 ) — Lapse of statute of limitations (2.1 ) — — Unrecognized tax benefits at December 31 $ 4.6 $ 6.2 $ 43.0 We recorded unrecognized tax benefits in 2017 and 2016 of $0.4 million and $7.5 million , respectively, related to our Warrants that expired in August 2017, due to uncertainty about their deductibility for federal and state income tax purposes. Approximately $39.8 million of our unrecognized tax benefits as of December 31, 2016 related to the Warrants. These amounts were subsequently released in 2017 upon expiration of the Warrants, the tax effect of which was generally offset by the write-off of the related deferred tax asset. We conduct business in the U.S., Canada and the U.S. Virgin Islands, and U.S. Concrete, Inc. or one or more of our subsidiaries file income tax returns in the U.S., Canada, U.S. Virgin Islands and various provincial state and local jurisdictions. In the normal course of business, we are subject to examination in the U.S., Canada, U.S. Virgin Islands and the provincial state and local jurisdictions in which we conduct business. With few exceptions, we are no longer subject to U.S. federal, state or local tax examinations or such examinations by the U.S. Virgin Islands for years before 2015. With few exceptions, we are no longer subject to Canadian federal or provincial tax examinations for years before 2014. Currently, the State of Texas is conducting the only active examination, for tax years 2013 to 2015, with regards to the margin tax. The resolution of this audit is still pending. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Basic earnings per share is computed by dividing net earnings attributable to U.S. Concrete by the weighted average number of common shares outstanding during the period. Diluted earnings attributable to U.S. Concrete per share is computed by dividing net earnings 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 (in millions): 2018 2017 2016 Numerator for basic and diluted earnings per share: Income from continuing operations attributable to U.S. Concrete $ 30.0 $ 26.1 $ 9.6 Loss from discontinued operations, net of taxes — (0.6 ) (0.7 ) Net income attributable to U.S. Concrete $ 30.0 $ 25.5 $ 8.9 Denominator for diluted earnings per share: Basic weighted average common shares outstanding 16.5 15.9 15.1 Restricted stock and restricted stock units — 0.1 0.1 Warrants — 0.6 1.0 Stock options — — — Diluted weighted average common shares outstanding 16.5 16.6 16.2 The potentially dilutive shares excluded from the diluted earnings per share calculations for the periods presented related to unvested restricted stock awards and restricted stock units, as their effect would have been anti-dilutive or they had not met their performance target and totaled 245,000 in 2018 ; 67,000 in 2017 ; and 36,000 in 2016 . |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2018 | |
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 26, 2019 , 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, 2018 . We believe that the resolution of any 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, 2018 . 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. As of February 26, 2019, there were no material pending claims related to such indemnification. Royalty Assessment In 2014, Eagle Rock Materials Ltd. (“ERM”), a Polaris subsidiary, was notified by the British Columbia Ministry of Forests, Lands and Natural Resource Operations that royalties were due for 2012 and 2013, based on the tenure date, in respect of Polaris’s quarrying lease for the Eagle Rock Quarry project. In 2016, ERM was notified that further royalties were due for 2014, 2015 and 2016 (up to October) based on the tenure date, and in 2017, ERM was notified of interest charges. The total royalties and interest claimed to date are approximately CAD $3.8 million ( $2.9 million ). Although the Company has recorded a provision for a portion of the assessment, it continues to dispute and negotiate certain aspects of the claim, including interest charges and the timing of payment. Eminent Domain Matter In 2018, we incurred $0.7 million of expenses to dismantle and move a ready-mixed concrete plant and office to another location, because the District of Columbia exercised its power of eminent domain over the former site. We incurred certain additional expenditures that were capitalized for the new facilities. We have filed reimbursement claims for all of our costs, but have not recognized a receivable for such reimbursement pending approval by a third party right-of-way agent and the District of Columbia Department of Transportation. 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 $23.4 million in 2018 , $20.7 million in 2017 and $18.5 million in 2016 . Future minimum rental payments with respect to our operating lease obligations as of December 31, 2018 , were as follows (in millions): 2019 $ 18.5 2020 14.9 2021 12.3 2022 9.5 2023 7.7 Thereafter 31.3 Total $ 94.2 Our annual lease expense differs from our future minimum rental payments as a result of month to month equipment leases to support our operations and the impact of deferred rent. 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, which was recorded in accrued liabilities and other long-term obligations, was $20.4 million as of December 31, 2018 and $19.2 million as of December 31, 2017 . Performance Bonds In the normal course of business, we and our subsidiaries were contingently liable under $36.6 million in performance bonds that various contractors, states and municipalities have required as of December 31, 2018 . The bonds principally relate to construction contracts, reclamation obligations, licensing and permitting. We and our subsidiaries have indemnified the underwriting insurance company against any exposure under the performance bonds. No material claims have been made against these bonds. |
EMPLOYEE SAVINGS PLANS AND MULT
EMPLOYEE SAVINGS PLANS AND MULTI-EMPLOYER PENSION PLANS | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
EMPLOYEE SAVINGS PLANS AND MULTI-EMPLOYER PENSION PLANS | EMPLOYEE SAVINGS PLANS AND MULTI-EMPLOYER PENSION PLANS Employee Savings Plans 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. We match 100% of the first 5% of pay contributed by the employee. Matching contributions vest immediately. The match was $5.9 million in 2018, $4.8 million in 2017 and $4.2 million in 2016 , and was predominantly included in selling, general and administrative expenses in the consolidated statements of operations. We also maintain a non-qualified contribution retirement plan ("Non-Qualified Savings Plan") covering highly compensated employees, as defined in the plan. This plan allows eligible employees to defer receipt of up to 75% of their base compensation and 75% of their annual bonus. We do not match contributions to this plan. Contributions under both plans may be invested in various investment funds at the employee's discretion. Such contributions, including the Company's matching contributions described above, may not be invested in the Company's common stock. At inception of the Non-Qualified Savings Plan, the Company established a rabbi trust to fund the plan's obligations. The market value of the trust assets for the Non-Qualified Savings Plan was $2.6 million as of December 31, 2018 and $2.5 million as of December 31, 2017 and was included in other assets in the consolidated balance sheet. The related liability to the participants is included in other long-term obligations in the consolidated balance sheet. 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. As of December 31, 2018 , 1,141 of our employees, or 34.6% of our workforce, were represented by labor unions having collective bargaining agreements with us. As of December 31, 2018 , 152 of our employees, or 4.6% of our workforce, were represented by labor unions having collective bargaining agreements that will expire within one year. 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 2018 or 2017 for full or partial withdrawals from any multi-employer pension plans. For additional information regarding our potential future obligations, see Note 16 . 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 2018 2017 2018 2017 2016 Western Conference of Teamsters Pension Plan 91-6145047/001 Green Green No $ 5.9 $ 5.3 $ 4.8 No 6/30/2020 to 8/31/2023 Local 282 Pension Trust Fund 11-6245313/001 Green Green No 4.4 4.8 3.9 No 6/30/2020 to 6/30/2024 Operating Engineers Pension Trust Fund 94-6090764/001 Red Red Yes 1.2 1.1 1.1 No 7/1/2021 Trucking Employees of North Jersey Pension Fund (1) 22-6063702/001 Red Red Yes 0.6 0.7 0.7 No 4/30/2018 Other (2) Various Various Various Various 2.0 1.9 1.7 No 4/30/2018 to Total $ 14.1 $ 13.8 $ 12.2 (1) We were actively negotiating the Collective Bargaining Agreement for this plan as of December 31, 2018. (2) We were actively negotiating the Collective Bargaining Agreement for three of the plans included in Other as of December 31, 2018. Contributions generally increased from 2016 to 2018 as a result of acquisitions. At the date that these consolidated financial statements were issued, Forms 5500 were generally not available for the 2018 plan year. Based on the most recent Forms 5500 available for each multi-employer pension plan, our 2017 and 2016 contributions for the Local 282 Pension Trust Fund and Trucking Employees of North Jersey Pension Fund represented more than 5% of total contributions. |
QUARTERLY SUMMARY (unaudited)
QUARTERLY SUMMARY (unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY SUMMARY (unaudited) | QUARTERLY SUMMARY (unaudited) 2018 (in millions except per share data) First Second Third Fourth Revenue $ 327.8 $ 404.2 $ 404.3 $ 370.1 Operating income $ 7.6 $ 30.6 $ 35.0 $ 16.7 Net income (loss) $ (3.9 ) $ 16.3 $ 15.8 $ 3.1 Net income (loss) attributable to U.S. Concrete $ (3.9 ) $ 16.3 $ 15.6 $ 2.0 Net income (loss) per share attributable to U.S. Concrete - basic $ (0.23 ) $ 0.99 $ 0.95 $ 0.12 Net income (loss) per share attributable to U.S. Concrete - diluted $ (0.23 ) $ 0.99 $ 0.94 $ 0.12 2017 (in millions, except per share data) First Second Third Fourth Revenue $ 299.1 $ 340.9 $ 354.6 $ 341.3 Operating income $ 21.3 $ 30.3 $ 27.7 $ (0.3 ) Income from continuing operations $ 7.0 $ (2.2 ) $ 24.3 $ (2.9 ) Net income (loss) $ 6.9 $ (2.3 ) $ 24.1 $ (3.0 ) Net income (loss) attributable to U.S. Concrete $ 6.9 $ (2.3 ) $ 24.1 $ (3.1 ) Net income (loss) per share attributable to U.S. Concrete - basic $ 0.44 $ (0.15 ) $ 1.50 $ (0.19 ) Net income (loss) per share attributable to U.S. Concrete - diluted $ 0.42 $ (0.15 ) $ 1.45 $ (0.19 ) Our customers are generally involved in the construction industry, which is a cyclical business and is subject to general and more localized economic conditions. In addition, our business is impacted by seasonal variations in weather conditions, which vary by regional market. Accordingly, demand for our products and services during the winter months is typically lower than in other months of the year because of inclement weather. Also, sustained periods of inclement weather and other adverse weather conditions could cause the delay of construction projects during other times of the year. During the third quarter of 2018, we recorded a $14.6 million pre-tax gain from the divestitures of our Dallas/Fort Worth area lime operations and an aggregates property in Michigan. During the fourth quarter of 2017, we recognized a $5.8 million non-cash impairment expense of goodwill associated with our USVI operations. The fourth quarter of 2017 also included a $5.0 million expense for increased self-insurance reserves for certain workers’ compensation and automobile liability losses, which primarily resulted from adverse claim development during the year for certain unexpected large claims. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION Our two reportable segments consist of ready-mixed concrete and aggregate products, as described below. Our ready-mixed concrete segment produces and sells ready-mixed concrete. This segment serves the following markets: Texas, Northern California, New York, New Jersey, Pennsylvania, Washington, D.C., Oklahoma and the U.S. Virgin Islands. Our aggregate products segment includes crushed stone, sand and gravel products and serves the markets in which our ready-mixed concrete segment operates as well as the West Coast and Hawaii. Other products not associated with a reportable segment include our aggregates distribution operations, building materials stores, hauling operations, lime slurry (until we divested it on September 5, 2018), ARIDUS ® Rapid Drying Concrete technology, brokered product sales and a recycled aggregates operation. Our customers are generally involved in the construction industry, which is a cyclical business and is subject to general and more localized economic conditions. In addition, our business is impacted by seasonal variations in weather conditions, which vary by regional market. Accordingly, demand for our products and services during the winter months is typically lower than in other months of the year because of inclement weather. Also, sustained periods of inclement weather and other adverse weather conditions could cause the delay of construction projects during other times of the year. Our chief operating decision maker evaluates segment performance and allocates resources based on Adjusted EBITDA. We define Adjusted EBITDA as our income from continuing operations, excluding the impact of income tax expense (benefit), depreciation, depletion and amortization, net interest expense and certain other non-cash, non-recurring and/or unusual, non-operating items including, but not limited to: non-cash stock compensation expense, non-cash change in value of contingent consideration, impairment of assets, acquisition-related costs, officer transition expenses, quarry dredge costs for specific event, hurricane-related losses, net of recoveries and derivative loss (income). Acquisition-related costs consist of fees and expenses for accountants, lawyers and other professionals incurred during the negotiation and closing of strategic acquisitions and certain acquired entities' management severance costs. Acquisition-related costs do not include fees or expenses associated with post-closing integration of strategic acquisitions. Many of the impacts excluded to derive Adjusted EBITDA are similar to those excluded in calculating our compliance with our debt covenants. 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 a measure of our cash flows or ability to fund our cash needs. Our measurements of Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies, and may not be comparable to similarly titled measures used in the agreements governing our debt. We generally account for inter-segment sales at market prices. Corporate includes executive, administrative, financial, legal, human resources, business development and risk management activities that are not allocated to reportable segments and are excluded from segment Adjusted EBITDA. Eliminations include transactions to account for intercompany activity. During 2018, we re-characterized the results of our Polaris distribution operations, which include shipping and terminal operations, to the aggregate products segment from other products and eliminations. This change was made to better reflect how the Polaris business is viewed and operated by management and more closely aligns our reporting with how we manage and report our other aggregate products operations. The following tables set forth certain financial information relating to our continuing operations by reportable segment (in millions): 2018 2017 2016 Revenue: Ready-mixed concrete Sales to external customers $ 1,306.5 $ 1,213.0 $ 1,061.0 Aggregate products Sales to external customers 136.5 49.8 41.7 Intersegment sales 46.1 40.9 34.7 Total aggregate products 182.6 90.7 76.4 Total reportable segment revenue 1,489.1 1,303.7 1,137.4 Other products and eliminations 17.3 32.3 30.8 Total revenue $ 1,506.4 $ 1,336.0 $ 1,168.2 Reportable Segment Adjusted EBITDA: Ready-mixed concrete $ 179.2 $ 185.8 $ 157.5 Aggregate products 41.6 27.2 21.7 Total reportable segment Adjusted EBITDA $ 220.8 $ 213.0 $ 179.2 Reconciliation of Total Reportable Segment Adjusted EBITDA to Income From Continuing Operations: Total reportable segment Adjusted EBITDA $ 220.8 $ 213.0 $ 179.2 Other products and eliminations income from operations 21.7 10.8 9.9 Corporate overhead (54.9 ) (56.3 ) (43.5 ) Depreciation, depletion and amortization for reportable segments (85.8 ) (63.1 ) (50.6 ) Acquisition related costs (1.4 ) — — Impairment of goodwill and other assets (1.3 ) (6.2 ) — Hurricane-related losses for reportable segments 0.8 (3.0 ) — Quarry dredge costs for specific event for reportable segments (1.1 ) (3.4 ) — Purchase accounting adjustments for inventory (0.8 ) (1.3 ) — Eminent domain costs (0.7 ) — — Litigation settlement costs (2.1 ) — — Interest expense, net (46.4 ) (42.0 ) (27.7 ) Corporate loss on early extinguishment of debt — (0.1 ) (12.0 ) Corporate derivative loss — (0.8 ) (19.9 ) Change in value of contingent consideration for reportable segments — (7.9 ) (5.2 ) Corporate, other products and eliminations other income, net (0.7 ) (1.1 ) 0.6 Income from continuing operations before income taxes 48.1 38.6 30.8 Income tax expense 16.8 12.4 21.2 Income from continuing operations $ 31.3 $ 26.2 $ 9.6 Capital Expenditures: 2018 2017 2016 Ready-mixed concrete $ 24.0 $ 21.7 $ 25.3 Aggregate products 13.8 18.9 11.2 Other products and corporate 2.1 2.1 3.9 Total capital expenditures $ 39.9 $ 42.7 $ 40.4 Revenue by Product: 2018 2017 2016 Ready-mixed concrete $ 1,306.5 $ 1,213.0 $ 1,061.0 Aggregate products 136.5 49.8 41.7 Aggregates distribution 22.7 30.6 25.5 Building materials 26.2 24.4 19.9 Lime 7.4 9.9 11.1 Hauling 4.8 5.6 5.4 Other 2.3 2.7 3.6 Total revenue $ 1,506.4 $ 1,336.0 $ 1,168.2 December 31, Identifiable Property, Plant and Equipment Assets: 2018 2017 2016 Ready-mixed concrete $ 295.5 $ 266.6 $ 229.1 Aggregate products 355.0 342.1 (1) 87.1 Other products and corporate 29.7 27.6 (1) 21.2 Total identifiable assets $ 680.2 $ 636.3 $ 337.4 (1) $27.5 million was reclassified to aggregate products from other products and corporate due to the segment reporting change made during the three months ended June 30, 2018. |
DERIVATIVES
DERIVATIVES | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVES | DERIVATIVES On August 31, 2010, we issued warrants to acquire common stock in two tranches: Class A Warrants to purchase an aggregate of approximately 1.5 million shares of common stock 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"). Prior to their expiration on August 31, 2017 and in accordance with ASC 815, "Derivatives and Hedging" ("ASC 815"), we were required to account for our Warrants as derivative instruments. The Warrants were not used to manage business risk and were not executed for speculative purposes. The Warrants were treated as potentially dilutive securities in the calculation of diluted earnings per share as shares of our common stock would have been issued if the Warrants had been exercised. A total of 112,638 Class A Warrants and 114,775 Class B Warrants expired unexercised on August 31, 2017. The following table presents the effect of derivative instruments (in millions) on our consolidated statements of operations, excluding income tax effects: Derivative Instruments Not Designated Classification in 2018 2017 2016 Warrants Derivative loss $ — $ 0.8 $ 19.9 As of December 31, 2016, we had Warrants outstanding representing 1.4 million shares. 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. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONS Discontinued operations, primarily related to the now expired real estate leases and subleases of businesses that were disposed of in prior years, were as follows (in millions): 2017 2016 Revenue $ — $ — Operating expenses, net (1.0 ) (1.2 ) Loss from discontinued operations, before income taxes (1.0 ) (1.2 ) Income tax benefit (0.4 ) (0.5 ) Loss from discontinued operations $ (0.6 ) $ (0.7 ) We had no discontinued operations in 2018. Cash flows from operating activities included cash used in discontinued operations of $0.6 million for 2017 and $0.5 million for 2016 . Cash flows from investing activities included cash provided by discontinued operations of $0.6 million for 2017 and $0.5 million for 2016 . |
SUPPLEMENTAL CONDENSED CONSOLID
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION | 12 Months Ended |
Dec. 31, 2018 | |
Condensed Financial Information 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. Neither the net book value nor the purchase price of any of our recently acquired guarantor subsidiaries were 20% or more of the aggregate principal amount of our 2024 Notes. 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. CONDENSED CONSOLIDATING BALANCE SHEET DECEMBER 31, 2018 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 10.8 $ 9.2 $ — $ 20.0 Trade accounts receivable, net — 219.7 6.9 — 226.6 Inventories — 42.4 8.8 — 51.2 Other receivables 11.1 7.0 0.3 — 18.4 Prepaid expenses and other — 7.1 0.8 — 7.9 Intercompany receivables 9.7 — 0.3 (10.0 ) — Total current assets 20.8 287.0 26.3 (10.0 ) 324.1 Property, plant and equipment, net — 468.3 211.9 — 680.2 Goodwill — 155.5 83.8 — 239.3 Intangible assets, net — 111.8 4.8 — 116.6 Investment in subsidiaries 604.1 — — (604.1 ) — Long-term intercompany receivables 308.9 — 1.1 (310.0 ) — Other assets — 10.8 0.3 — 11.1 Total assets $ 933.8 $ 1,033.4 $ 328.2 $ (924.1 ) $ 1,371.3 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ — $ 122.4 $ 3.4 $ — $ 125.8 Accrued liabilities 4.7 83.2 8.4 — 96.3 Current maturities of long-term debt 0.3 29.9 0.6 — 30.8 Intercompany payables — — 10.0 (10.0 ) — Total current liabilities 5.0 235.5 22.4 (10.0 ) 252.9 Long-term debt, net of current maturities 615.5 67.6 0.2 — 683.3 Other long-term obligations and deferred credits 0.9 51.0 2.9 — 54.8 Deferred income taxes — 22.4 20.7 — 43.1 Long-term intercompany payables — 188.7 121.3 (310.0 ) — Total liabilities 621.4 565.2 167.5 (320.0 ) 1,034.1 Total shareholders' equity 312.4 468.2 135.9 (604.1 ) 312.4 Non-controlling interest — — 24.8 — 24.8 Total equity 312.4 468.2 160.7 (604.1 ) 337.2 Total liabilities and equity $ 933.8 $ 1,033.4 $ 328.2 $ (924.1 ) $ 1,371.3 CONDENSED CONSOLIDATING BALANCE SHEET DECEMBER 31, 2017 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 7.0 $ 15.6 $ — $ 22.6 Trade accounts receivable, net — 208.7 5.5 — 214.2 Inventories — 41.0 7.1 — 48.1 Other receivables 16.3 2.6 0.3 — 19.2 Prepaid expenses and other — 7.0 0.6 — 7.6 Intercompany receivables 14.6 — — (14.6 ) — Total current assets 30.9 266.3 29.1 (14.6 ) 311.7 Property, plant and equipment, net — 416.9 219.4 — 636.3 Goodwill — 142.2 62.5 — 204.7 Intangible assets, net — 115.5 2.6 — 118.1 Investment in subsidiaries 544.3 — — (544.3 ) — Long-term intercompany receivables 322.2 — — (322.2 ) — Other non-current assets — 4.4 1.6 (0.7 ) 5.3 Total assets $ 897.4 $ 945.3 $ 315.2 $ (881.8 ) $ 1,276.1 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ — $ 115.5 $ 1.6 — $ 117.1 Accrued liabilities 6.7 53.1 5.6 — 65.4 Current maturities of long-term debt — 25.3 0.7 — 26.0 Intercompany payables — — 14.6 (14.6 ) — Total current liabilities 6.7 193.9 22.5 (14.6 ) 208.5 Long-term debt, net of current maturities 608.2 58.5 0.7 — 667.4 Other long-term obligations and deferred credits 2.0 88.7 2.6 — 93.3 Deferred income taxes — 5.5 — (0.7 ) 4.8 Long-term intercompany payables — 195.3 126.9 (322.2 ) — Total liabilities 616.9 541.9 152.7 (337.5 ) 974.0 Total shareholder's equity 280.5 403.4 140.8 (544.3 ) 280.4 Non-controlling interest — — 21.7 — 21.7 Total equity 280.5 403.4 162.5 (544.3 ) 302.1 Total liabilities and equity $ 897.4 $ 945.3 $ 315.2 $ (881.8 ) $ 1,276.1 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS 2018 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated Revenue $ — $ 1,394.4 $ 112.0 $ — $ 1,506.4 Cost of goods sold before depreciation, depletion and amortization — 1,130.8 81.4 — 1,212.2 Selling, general and administrative expenses — 118.5 8.0 — 126.5 Depreciation, depletion and amortization — 76.2 15.6 — 91.8 Change in value of contingent consideration 0.1 (0.1 ) — — — Impairment of goodwill and other assets — 1.3 — — 1.3 Loss (gain) on sale of business and assets, net — (15.5 ) 0.2 — (15.3 ) Operating income (loss) (0.1 ) 83.2 6.8 — 89.9 Interest expense, net 39.5 3.7 3.2 — 46.4 Other expense (income), net 1.2 (3.7 ) (2.1 ) — (4.6 ) Income (loss) before income taxes, equity in earnings of subsidiaries and non-controlling interest (40.8 ) 83.2 5.7 — 48.1 Income tax expense (benefit) (4.5 ) 18.4 2.9 — 16.8 Net income (loss) before equity in earnings of subsidiaries and non-controlling interest (36.3 ) 64.8 2.8 — 31.3 Equity in earnings of subsidiaries 66.3 — — (66.3 ) — Net income (loss) 30.0 64.8 2.8 (66.3 ) 31.3 Less: Net income attributable to non-controlling interest — — (1.3 ) — (1.3 ) Net income (loss) attributable to U.S. Concrete $ 30.0 $ 64.8 $ 1.5 $ (66.3 ) $ 30.0 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS 2017 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated Revenue $ — $ 1,311.6 $ 24.4 $ — $ 1,336.0 Cost of goods sold before depreciation, depletion and amortization — 1,034.3 22.3 — 1,056.6 Selling, general and administrative expenses — 115.4 3.8 — 119.2 Depreciation, depletion and amortization — 64.1 3.7 — 67.8 Change in value of contingent consideration 0.9 7.0 — — 7.9 Impairment of goodwill and other assets — — 6.2 — 6.2 Gain on sale of business and assets, net — (0.7 ) — — (0.7 ) Operating income (loss) (0.9 ) 91.5 (11.6 ) — 79.0 Interest expense, net 39.8 1.6 0.6 — 42.0 Derivative loss 0.8 — — — 0.8 Loss on extinguishment of debt 0.1 — — — 0.1 Other expense (income), net — (2.5 ) — — (2.5 ) Income (loss) from continuing operations before income taxes and equity in earnings of subsidiaries (41.6 ) 92.4 (12.2 ) — 38.6 Income tax expense (benefit) (16.3 ) 29.0 (0.3 ) — 12.4 Net income (loss) from continuing operations before equity in earnings of subsidiaries and non-controlling interest (25.3 ) 63.4 (11.9 ) — 26.2 Loss from discontinued operations, net of taxes and before equity in earnings of subsidiaries — (0.6 ) — — (0.6 ) Net income (loss) before equity in earnings of subsidiaries and non-controlling interest (25.3 ) 62.8 (11.9 ) — 25.6 Equity in earnings of subsidiaries 50.8 — — (50.8 ) — Net income (loss) 25.5 62.8 (11.9 ) (50.8 ) 25.6 Less: Net income attributable to non-controlling interest — — (0.1 ) — (0.1 ) Net income (loss) attributable to U.S. Concrete $ 25.5 $ 62.8 $ (12.0 ) $ (50.8 ) $ 25.5 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS 2016 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated Revenue $ — $ 1,147.6 $ 20.6 $ — $ 1,168.2 Cost of goods sold before depreciation, depletion and amortization — 904.6 17.7 — 922.3 Selling, general and administrative expenses — 97.3 2.7 — 100.0 Depreciation, depletion and amortization — 52.8 2.1 — 54.9 Change in value of contingent consideration 0.2 5.0 — — 5.2 Gain on sale of business and assets, net — (1.4 ) — — (1.4 ) Operating income (loss) (0.2 ) 89.3 (1.9 ) — 87.2 Interest expense, net 25.9 1.8 — — 27.7 Derivative loss 19.9 — — — 19.9 Loss on extinguishment of debt 12.0 — — — 12.0 Other expense (income), net — (3.2 ) — — (3.2 ) Income (loss) from continuing operations before income taxes and equity in earnings of subsidiaries (58.0 ) 90.7 (1.9 ) — 30.8 Income tax (benefit) expense (15.1 ) 36.9 (0.6 ) — 21.2 Net income (loss) from continuing operations before equity in earnings of subsidiaries (42.9 ) 53.8 (1.3 ) — 9.6 Loss from discontinued operations, net of taxes and before equity in earnings of subsidiaries — (0.7 ) — — (0.7 ) Net income (loss) before equity in earnings of subsidiaries (42.9 ) 53.1 (1.3 ) — 8.9 Equity in earnings of subsidiaries 51.8 — — (51.8 ) — Net income (loss) $ 8.9 $ 53.1 $ (1.3 ) $ (51.8 ) $ 8.9 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS 2018 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations U.S. Concrete Consolidated Net cash provided by (used in) operating activities $ (32.5 ) $ 156.4 $ 2.0 $ (3.1 ) $ 122.8 Cash flows from investing activities: Purchases of property, plant and equipment — (35.9 ) (4.0 ) — (39.9 ) Payments related to acquisitions, net of cash acquired — (72.3 ) — — (72.3 ) Proceeds from disposals of businesses and property, plant and equipment — 20.7 — — 20.7 Purchases of environmental credits — — (2.8 ) — (2.8 ) Insurance proceeds from property loss claims — 1.6 1.0 — 2.6 Investment in subsidiaries 6.5 — — (6.5 ) — Net cash provided by (used in) investing activities 6.5 (85.9 ) (5.8 ) (6.5 ) (91.7 ) Cash flows from financing activities: Proceeds from revolver borrowings 431.2 — — — 431.2 Repayments of revolver borrowings (425.2 ) — — — (425.2 ) Proceeds from exercise of stock options 0.1 — — — 0.1 Payments of other long-term obligations (2.2 ) (3.7 ) — — (5.9 ) Payments for other financing — (28.5 ) (1.1 ) — (29.6 ) Payments for share repurchases (6.7 ) — — — (6.7 ) Other treasury share purchases (1.9 ) — — — (1.9 ) Other proceeds — 4.6 — — 4.6 Intercompany funding 30.7 (39.2 ) (1.1 ) 9.6 — Net cash provided by (used in) financing activities 26.0 (66.8 ) (2.2 ) 9.6 (33.4 ) Effect of exchange rates on cash and cash equivalents — — (0.3 ) — (0.3 ) Net increase (decrease) in cash and cash equivalents — 3.7 (6.3 ) — (2.6 ) Cash and cash equivalents at beginning of period — 7.0 15.6 — 22.6 Cash and cash equivalents at end of period $ — $ 10.7 $ 9.3 $ — $ 20.0 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS 2017 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations U.S. Concrete Consolidated Net cash (used in) provided by operating activities $ (30.1 ) $ 114.5 $ (4.9 ) $ 15.3 $ 94.8 Cash flows from investing activities: Purchases of property, plant and equipment — (40.0 ) (2.7 ) — (42.7 ) Payments related to acquisitions, net of cash acquired (236.1 ) (59.0 ) — — (295.1 ) Proceeds from disposals of businesses and property, plant and equipment — 3.5 — — 3.5 Investment in subsidiaries (1.8 ) — — 1.8 — Net cash provided by (used in) investing activities (237.9 ) (95.5 ) (2.7 ) 1.8 (334.3 ) Cash flows from financing activities: Proceeds from revolver borrowings 54.4 — — — 54.4 Repayments of revolver borrowings (45.4 ) — — — (45.4 ) Proceeds from issuance of debt 211.5 — — — 211.5 Proceeds from exercise of warrants and stock options 2.7 — — — 2.7 Payments of other long-term obligations (4.2 ) (4.8 ) — — (9.0 ) Payments for other financing — (20.2 ) (0.1 ) — (20.3 ) Debt issuance costs (4.5 ) — — — (4.5 ) Other treasury share purchases (3.1 ) — — — (3.1 ) Intercompany funding 56.6 (62.6 ) 23.1 (17.1 ) — Net cash provided by (used in) financing activities 268.0 (87.6 ) 23.0 (17.1 ) 186.3 Effect of exchange rates on cash and cash equivalents — — — — — Net increase (decrease) in cash and cash equivalents — (68.6 ) 15.4 — (53.2 ) Cash and cash equivalents at beginning of period — 75.6 0.2 — 75.8 Cash and cash equivalents at end of period $ — $ 7.0 $ 15.6 $ — $ 22.6 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS 2016 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations U.S. Concrete Consolidated Net cash provided by (used in) operating activities $ (19.7 ) $ 134.7 $ 1.0 $ — $ 116.0 Cash flows from investing activities: Purchases of property, plant and equipment — (37.5 ) (2.9 ) — (40.4 ) Payments related to acquisitions, net of cash acquired — (127.9 ) — — (127.9 ) Proceeds from disposals of businesses and property, plant and equipment — 4.3 — — 4.3 Insurance proceeds from property loss claims — 1.3 — — 1.3 Investment in subsidiaries (1.5 ) — — 1.5 — Net cash provided by (used in) investing activities (1.5 ) (159.8 ) (2.9 ) 1.5 (162.7 ) Cash flows from financing activities: Proceeds from revolver borrowings 128.9 — — — 128.9 Repayments of revolver borrowings (173.9 ) — — — (173.9 ) Proceeds from debt issuance 400.0 400.0 Repayments of debt (200.0 ) — — — (200.0 ) Premium paid on early retirement of debt (8.5 ) — — — (8.5 ) Proceeds from exercise of stock options and warrants 0.3 — — — 0.3 Payments of other long-term obligations (0.7 ) (4.0 ) — — (4.7 ) Payments for other financing 0.2 (13.6 ) — — (13.4 ) Debt issuance costs (7.8 ) — — — (7.8 ) Other treasury share purchases (2.9 ) — — — (2.9 ) Other proceeds — 0.6 — — 0.6 Intercompany funding (114.4 ) 113.9 2.0 (1.5 ) — Net cash provided by (used in) financing activities 21.2 96.9 2.0 (1.5 ) 118.6 Net increase (decrease) in cash and cash equivalents — 71.8 0.1 — 71.9 Cash and cash equivalents at beginning of period — 3.8 0.1 3.9 Cash and cash equivalents at end of period $ — $ 75.6 $ 0.2 $ — $ 75.8 |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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. Certain computations may be impacted by the effect of rounding. |
Reclassifications | Reclassifications Certain reclassifications have been made to prior year amounts to conform with the current year presentation. |
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 revenue 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 contingent consideration, accruals for self-insurance, income taxes, the valuation of inventory and the valuation and useful lives of property, plant and equipment. |
Business Combinations | Business Combinations Effective January 1, 2018, we follow the new accounting guidance for business combinations that clarifies 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 as business combinations. The guidance provides a screen to determine when a set of assets is not of a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similarly identifiable assets, the set is not a business. This screen is intended to reduce the number of transactions that need to be further evaluated. We account for business acquisitions under the acquisition method of accounting. 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. The estimates used for determining the fair value of certain assets and liabilities related to acquisitions are considered Level 3 inputs (as defined in Note 12 ). We utilize recognized valuation techniques, including the income approach, sales approach and cost approach to value the net assets acquired. The impact of changes to the estimated fair value of assets acquired and liabilities assumed is recorded in the reporting period in which the adjustment is identified. Final valuations of assets and liabilities are obtained and recorded as soon as practical, but no later than one year from the date of the acquisition. |
Foreign Currency | Foreign Currency The Company accounts for its Canadian operations using the United States dollar ("US dollar") as the functional currency, as the primary economic environment in which the entity operates is the United States. Transactions in Canadian dollars are recognized at the rates of exchange prevailing at the dates of the transaction. At the end of each reporting period, monetary assets and liabilities denominated in Canadian dollars are remeasured at the rates prevailing at that date. Foreign currency differences arising on remeasurement of monetary items are recognized in earnings. |
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, if any, is included in other current and noncurrent assets based on the expected release date of the underlying obligation. |
Concentration Risk, Credit Risk, Policy | Business and Credit Concentrations 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, Pennsylvania, Washington, D.C., California, Oklahoma, the U.S. Virgin Islands and Hawaii. 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. |
Accounts Receivable | Accounts Receivable Accounts receivable consist primarily of receivables from contracts with customers for the sale of ready-mixed concrete, aggregates and other products. Accounts receivable initially are recorded at the transaction amount. Each reporting period, we evaluate the collectability of the receivables and record an allowance for doubtful accounts and customer disputes for our estimated probable losses on balances that may not be collected in full, which reduces the accounts receivable balance. Additions to the allowance result from a provision for bad debt expense that is recorded to selling, general and administrative expenses. 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 reporting period and the resulting adequacy of the allowance at the end of each reporting period by using a combination of historical loss experience, customer-by-customer analysis 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 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. Cost in all periods presented was determined 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. 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. |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net We state property, plant and equipment at cost less accumulated depreciation. 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 record amortization of assets recorded under capital leases as depreciation expense. 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 value, 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 any 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 annual test for impairment is 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, however, the fair value is less than the carrying value, goodwill impairment is determined to be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. |
Intangible Assets | Intangible Assets Our definite-lived intangible assets consist of identifiable trade names, customer relationships, non-compete agreements, leasehold interests, favorable contracts and emissions credits that were acquired through business or asset purchases. We amortize these intangible assets over their estimated useful lives, which range from 3 to 25 years, using a straight-line approach. Our indefinite-lived intangible assets consist of a land right acquired in a 2014 acquisition that will be reclassified to property, plant and equipment upon the completion of certain settlement activities. For the land right, 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, 2018. |
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. |
Revenue | Revenue As of the beginning of 2018, we adopted the new revenue recognition accounting guidance by applying the modified retrospective transition approach to all contracts. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of 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. The adoption of the guidance did not have a material impact on the amount or timing of revenue recognized. We derive substantially all of our revenue from the production and delivery of ready-mixed concrete, aggregates and related building materials. Revenue from the sale of these products is recognized when control passes to the customer, which generally occurs at the point in time when products are delivered. We do not deliver product unless we have an order or other documentation authorizing delivery to our customers. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods. Sales and other taxes we collect concurrently with revenue-producing activities are excluded from revenue. Incidental items, such as mix formulation and testing services that are immaterial in the context of the revenue contract and completed in close proximity to the revenue-producing activities, are recorded within cost of goods sold as incurred. We generally do not provide post-delivery services, such as paving or finishing. Customer dispute costs are recorded as a reduction of revenue at the end of each period and are estimated by using a combination of historical customer experience and a customer-by-customer analysis. Amounts billed to customers for delivery costs are classified as a component of total revenue. Our payment terms vary by the type and location of our customer and the products offered. The term between invoicing and when payment is due is not significant. As permitted under U.S. GAAP, we have elected not to assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised goods to the customer will be one year or less. See Note 19 for disaggregation of revenue by segment and product as we believe that best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. We do not have any customer contracts that meet the definition of unsatisfied performance obligations in accordance with U.S. GAAP. 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, 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. |
Income Taxes | Income Taxes We use the asset and liability method of accounting for income taxes under which 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 the temporary differences are expected to reverse. 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. The Tax Act (as defined in Note 14 ) requires a U.S. shareholder of a foreign corporation to include in taxable income its global intangible low-tax income (“GILTI”). In general, GILTI is described as the excess of a U.S. shareholder’s total net foreign income over a deemed return on tangible assets. As ASC 740 is unclear as to the treatment of GILTI, an entity may either include the additional taxes on GILTI in income tax expense in the year incurred or recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years. For 2018, we have included the additional taxes on GILTI in income tax expense. |
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 change in value of contingent consideration on our consolidated statement of operations. 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 expected to be achieved. |
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) and other long-term obligations. We consider the carrying values of cash and cash equivalents, trade receivables and trade payables to be representative of their respective fair value because of their short-term maturities or expected settlement dates. |
Stripping 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. |
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. |
Comprehensive Income | Comprehensive Income Comprehensive income (loss) represents all changes in equity of an entity during the reporting period, except those resulting from investments by, and distributions to, shareholders. |
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 on a straight-line basis over the employee’s requisite service period, generally the vesting period of the award, or in the case of performance-based awards, over the derived service period. We recognize forfeitures of stock-based awards as they occur. We recognize all excess tax benefits and tax deficiencies in the income statement when the awards vest or are settled, rather than recognized as additional paid-in capital in the equity section of the balance sheet. In addition, excess tax benefits are classified as an operating activity in the statement of cash flows. |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted Lease Accounting. In February 2016, the Financial Accounting Standards Board ("FASB") issued a new lease accounting standard intended to increase transparency and comparability among organizations by reorganizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Under the new guidance, lessees are required to recognize a right-of-use asset and a lease liability, measured on a discounted basis, at the commencement date for all leases with terms greater than twelve months. Additionally, this guidance will require disclosures to help investors and other financial statement users better understand the amount, timing and uncertainty of cash flows arising from leases, including qualitative and quantitative requirements. We expect to adopt the guidance beginning the first quarter of 2019, using the transition approach that permits application of the new standard at the adoption date instead of the earliest comparative period presented in the financial statements. Upon adoption, we expect to record a right-of-use asset and lease liability of approximately $75.0 million to $85.0 million as of January 1, 2019. We are implementing processes and information technology tools to assist in our ongoing lease data collection and analysis and updating our accounting policies and internal controls that will be impacted by the new guidance. Fair Value Measurement Disclosures. In August 2018, the FASB issued a new Accounting Standards Update ("ASU") to eliminate or modify certain of the disclosures related to fair value measurement while adding new disclosures. The ASU is effective for fiscal years beginning after December 15, 2019, including interim periods therein. Early adoption is permitted, including in any interim period for which financial statements have not yet been issued. Early adoption is permitted for the eliminated or modified disclosure requirements and the adoption of all the new disclosure requirements may be delayed until their effective date. The ASU requires prospective application to the new requirements and any modification to disclosures made because of the change to the requirements for the narrative description of measurement of uncertainty. The effects of all other amendments must be applied retrospectively to all periods presented. We are still evaluating this ASU, but since it is focused on disclosures, we do not expect its adoption to have a significant impact on our consolidated financial statements. Customer's Accounting for Fees Paid in a Cloud Computing Arrangement. In August 2018, the FASB issued a new ASU to address the accounting for costs of implementation activities performed in a cloud computing arrangement that is a service contract. The amendments in this ASU align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with those for capitalizing implementation costs incurred to develop or obtain internal-use software. The accounting for the service element of a hosting arrangement that is a service contract is not affected by this ASU. Under this ASU, costs for implementation activities in the application development stage are capitalized depending on the nature of the costs, while costs incurred during the preliminary project and post-implementation stages are expensed as the activities are performed. The ASU also requires that the capitalized implementation costs be expensed over the term of the hosting arrangement, while subjecting the capitalized costs to the guidance for impairment of long-lived assets. The ASU is effective for fiscal years beginning after December 15, 2019 and interim periods within those years. Early adoption is permitted, including adoption in any interim period. The ASU may be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We are currently evaluating this ASU, but we do not expect that its adoption will have a significant impact on our consolidated financial statements. |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Summary of Total Consideration for Acquisitions | The following table presents the total consideration for the 2018 acquisitions and the preliminary amounts related to the assets acquired and liabilities assumed based on the estimated fair value as of the respective acquisition dates (in millions): Inventory $ 1.1 Other current assets 0.1 Property, plant and equipment 37.6 Definite-lived intangible assets 19.8 Total assets acquired 58.6 Current liabilities 0.1 Other long-term liabilities 1.1 Total liabilities assumed 1.2 Goodwill 13.4 Total consideration (fair value) (1) $ 70.8 (1) Included $1.1 million of contingent consideration. The following table presents the total consideration for the 2017 acquisitions and the provisional amounts related to the assets acquired and liabilities assumed based on the estimated fair value as of the respective acquisition dates (in millions): Polaris 2017 Acquisitions (Excluding Polaris) Cash $ 20.7 $ — Accounts receivable (1) 4.6 1.1 Inventory 6.0 0.7 Other current assets 1.5 0.1 Property, plant and equipment 199.3 63.2 Other long-term assets 0.9 — Definite-lived intangible assets — 8.3 Total assets acquired 233.0 73.4 Current liabilities (2) 29.4 1.1 Long-term deferred income tax liability 18.6 — Other long-term liabilities 3.0 — Total liabilities assumed 51.0 1.1 Non-controlling interest (see Note 11) 23.4 — Goodwill 83.8 12.8 Total consideration (fair value) (3) $ 242.4 $ 85.1 (1) Except for Polaris, the aggregate fair value of the 2017 acquisitions acquired accounts receivable approximated the aggregate gross contractual amount. The fair value of Polaris's acquired accounts receivable was $4.6 million , which represented an aggregate gross contractual amount of $4.9 million , less amounts not expected to be collected. (2) Current liabilities for Polaris included $14.2 million payable to the Company, which was eliminated in consolidation. (3) Included $29.5 million of deferred and contingent consideration for acquisitions other than Polaris. |
Schedule of Major Classes of Intangible Assets Acquired | The major classes of intangible assets acquired in the 2018 and 2017 acquisitions were as follows (in millions): Weighted Average Amortization Period (In Years) Fair Value At Acquisition Date Customer relationships 6.7 $ 26.2 Non-competes 5.0 1.5 Favorable contract 3.7 0.4 Total $ 28.1 |
Schedule of Estimated Future Aggregate Amortization Expense | As of December 31, 2018 , the estimated future aggregate amortization expense of definite-lived intangible assets from the 2018 and 2017 acquisitions was as follows (in millions): 2019 $ 4.9 2020 4.8 2021 3.9 2022 3.7 2023 2.4 Thereafter 4.2 Total $ 23.9 As of December 31, 2018 , the estimated remaining amortization of our definite-lived intangible assets was as follows (in millions): 2019 $ 23.3 2020 21.1 2021 18.8 2022 12.9 2023 6.4 Thereafter 32.9 Total $ 115.4 |
Estimate of Results of Operations As If Acquisitions Had Been Completed | The information presented below reflects unaudited pro forma combined financial results for the acquisitions completed during 2018 and 2017 , excluding the individually immaterial and other acquisitions in 2018 and 2017 as 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 2018 and 2017 as if the 2018 acquisitions had been completed on January 1, 2017 and the 2017 acquisitions had been completed on January 1, 2016 (in millions, except per share information): 2018 2017 Revenue $ 1,523.2 $ 1,473.4 Net income attributable to U.S. Concrete $ 31.3 $ 31.0 Net income per share attributable to U.S. Concrete - basic $ 1.90 $ 1.95 Net income per share attributable to U.S. Concrete - diluted $ 1.90 $ 1.86 |
Schedule of Unaudited Pro Forma Net Income (Loss) | The unaudited pro forma net income attributable to U.S. Concrete and per share amounts above reflect the following adjustments (in millions): 2018 2017 Increase in intangible amortization expense $ (0.8 ) $ (4.2 ) Increase in depreciation expense — (9.0 ) Exclusion of buyer transaction costs 1.4 6.4 Exclusion of seller transaction costs — 9.7 Decrease in cost of goods sold related to fair value bump in inventory 0.8 0.4 Increase in expenses related to conversions from IFRS (1) to U.S. GAAP — (0.2 ) Decrease (increase) in income tax expense (0.5 ) 3.9 Increase in non-controlling loss 0.1 (0.4 ) (1) IFRS is defined as International Financial Reporting Standards as issued by the International Accounting Standards Board. |
ALLOWANCE FOR DOUBTFUL ACCOUN_2
ALLOWANCE FOR DOUBTFUL ACCOUNTS AND CUSTOMER DISPUTES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Schedule of Activity in Allowance for Doubtful Accounts and Customer Disputes | ($ in millions) 2018 2017 Balance, beginning of period $ 5.8 $ 6.0 Provision for doubtful accounts and customer disputes 4.6 4.6 Uncollectible receivables written off, net of recoveries (4.3 ) (4.8 ) Balance, end of period $ 6.1 $ 5.8 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | December 31, ($ in millions) 2018 2017 Raw materials $ 46.4 $ 44.2 Building materials for resale 2.8 2.2 Other 2.0 1.7 Total $ 51.2 $ 48.1 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment, Net | December 31, ($ in millions) 2018 2017 Land and mineral deposits $ 310.4 $ 296.6 Buildings and improvements 65.7 56.1 Machinery and equipment 266.2 230.4 Mixers, trucks and other vehicles 244.0 215.8 Other 1.7 2.9 Construction in progress 28.3 12.7 916.3 814.5 Less: accumulated depreciation, depletion and amortization (236.1 ) (178.2 ) Total $ 680.2 $ 636.3 We use the straight-line method to compute depreciation and amortization of these assets, other than mineral deposits, over the following estimated useful lives: Class of Assets Range of Service Lives Buildings and land improvements 10 to 40 years Machinery and equipment 10 to 30 years Mixers, trucks and other vehicles 1 to 12 years Other 3 to 10 years |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill By Reportable Segment | The accumulated impairment was as follows (in millions): December 31, 2018 2017 2016 Goodwill, gross $ 245.1 $ 210.5 $ 133.3 Accumulated impairment (5.8 ) (5.8 ) — Goodwill, net $ 239.3 $ 204.7 $ 133.3 The changes in goodwill by reportable segment were as follows (in millions): Ready-mixed Concrete Segment Aggregate Products Segment Other Non-Reportable Segments Total Goodwill, net at December 31, 2016 $ 127.5 $ 2.5 $ 3.3 $ 133.3 Impairment charge (4.4 ) (1.4 ) — (5.8 ) 2017 acquisitions 11.8 53.8 9.9 75.5 Measurement period adjustments for prior year business combinations (1) 0.5 1.2 — 1.7 Goodwill, net at December 31, 2017 135.4 56.1 13.2 204.7 2018 acquisitions 12.6 — 0.8 13.4 Measurement period adjustments for prior year business combinations (2) (0.3 ) 30.1 (8.6 ) 21.2 Goodwill, net at December 31, 2018 $ 147.7 $ 86.2 $ 5.4 $ 239.3 (1) Reflects a $1.2 million adjustment to the change in the acquisition accounting for a 2015 acquisition and a $0.5 million adjustment related to determination of the conclusion of tax attributes as of the acquisition date for a 2016 acquisition. The adjustment to the 2015 acquisition accounting was recorded in 2017 as it was not material to the prior periods and had no impact on the consolidated statements of operations of any period. (2) Adjustments for the 2017 acquisitions recorded during 2018 included $21.0 million of additional long-term obligations, of which $18.6 million related to deferred taxes attributable to fair value adjustments of Polaris's fixed assets as of the acquisition date; $2.8 million of assumed liabilities; $0.4 million of lower working capital; $2.7 million of additional property, plant, and equipment; $0.3 million of additional definite-lived intangible assets; and other various changes. The measurement period adjustments for the 2017 acquisitions also included a $9.6 million reclassification of goodwill between the aggregate products segment and other non-reportable segments. We re-characterized the results of our Polaris distribution operations, which include shipping and terminal operations, to the aggregate products segment from other nonreportable segments. This change was made to better reflect how the Polaris business is viewed and operated by management and more closely aligns our reporting with how we manage and report our other aggregate products operations. |
Schedule of Major Classes of Intangible Assets Acquired | Our purchased intangible assets were as follows (in millions): December 31, 2018 Gross Accumulated Amortization Net Weighted Average Remaining Life (in Years) Definite-lived intangible assets Customer relationships $ 108.5 $ (43.1 ) $ 65.4 4.7 Trade names 44.5 (11.1 ) 33.4 19.6 Non-competes 18.3 (12.1 ) 6.2 2.6 Leasehold interests 12.5 (5.1 ) 7.4 5.9 Favorable contract 4.0 (3.8 ) 0.2 1.9 Environmental credits 2.8 — 2.8 17.0 Total definite-lived intangible assets 190.6 (75.2 ) 115.4 9.8 Indefinite-lived intangible assets Land rights (1) 1.2 — 1.2 Total purchased intangible assets $ 191.8 $ (75.2 ) $ 116.6 (1) Land rights will be reclassified to property, plant and equipment upon the division of certain shared properties and settlement of the associated deferred payment. December 31, 2017 Gross Accumulated Amortization Net Weighted Average Remaining Life (in Years) Definite-lived intangible assets Customer relationships $ 89.9 $ (28.1 ) $ 61.8 5.5 Trade names 44.4 (8.1 ) 36.3 19.9 Non-competes 16.9 (8.5 ) 8.4 2.9 Leasehold interests 12.5 (3.4 ) 9.1 6.7 Favorable contract 4.0 (3.0 ) 1.0 1.3 Total definite-lived intangible assets 167.7 (51.1 ) 116.6 9.8 Indefinite-lived intangible assets Land rights (1) 1.5 — 1.5 Total purchased intangible assets $ 169.2 $ (51.1 ) $ 118.1 (1) Land rights 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, 2018 , the estimated future aggregate amortization expense of definite-lived intangible assets from the 2018 and 2017 acquisitions was as follows (in millions): 2019 $ 4.9 2020 4.8 2021 3.9 2022 3.7 2023 2.4 Thereafter 4.2 Total $ 23.9 As of December 31, 2018 , the estimated remaining amortization of our definite-lived intangible assets was as follows (in millions): 2019 $ 23.3 2020 21.1 2021 18.8 2022 12.9 2023 6.4 Thereafter 32.9 Total $ 115.4 |
ACCRUED LIABILITIES (Tables)
ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | December 31, ($ in millions) 2018 2017 Contingent consideration $ 36.2 $ 2.3 Accrued compensation and benefits 12.8 18.5 Accrued materials 10.9 10.3 Accrued insurance reserves 8.7 7.1 Accrued property, sales and other taxes 7.3 6.6 Deferred consideration 4.0 7.2 Accrued interest 3.5 3.4 Other (1) 12.9 10.0 Total $ 96.3 $ 65.4 (1) None of the individual categories included in other represents more than 5% of current liabilities. |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Summary of Debt and Capital Leases | December 31, ($ in millions) 2018 2017 Senior unsecured notes due 2024 and unamortized premium (1) $ 608.4 $ 609.9 Asset based revolving credit facility 15.0 9.0 Capital leases 71.2 53.3 Other financing 28.5 31.9 Debt issuance costs (9.0 ) (10.7 ) Total debt 714.1 693.4 Less: current maturities (30.8 ) (26.0 ) Long-term debt, net of current maturities $ 683.3 $ 667.4 (1) The effective interest rate for these notes was 6.56% as of both December 31, 2018 and December 31, 2017 . |
Schedule of Principal Amounts Due Under Debt Agreements | As of December 31, 2018 , the principal amounts due under our debt agreements for the next five years and thereafter were as follows (in millions): 2019 $ 30.8 2020 30.6 2021 20.8 2022 27.3 2023 5.2 Thereafter 608.4 Total $ 723.1 |
OTHER LONG-TERM OBLIGATIONS A_2
OTHER LONG-TERM OBLIGATIONS AND DEFERRED CREDITS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Credits and Other Liabilities [Abstract] | |
Summary of Other Long-term Obligations and Deferred Credit | December 31, ($ in millions) 2018 2017 Contingent consideration $ 24.5 $ 59.5 Self-insurance reserves 13.9 13.4 Income taxes 5.7 6.9 Deferred consideration 2.9 6.1 Other 7.8 7.4 Total $ 54.8 $ 93.3 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of Information Regarding Common Stock | December 31, (in millions) 2018 2017 Shares authorized 100.0 100.0 Shares outstanding at end of period 16.6 16.7 Shares held in treasury 1.1 0.9 |
NON-CONTROLLING INTEREST (Table
NON-CONTROLLING INTEREST (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Noncontrolling Interest [Abstract] | |
Summary of Non-controlling Interest | The changes in non-controlling interest during 2018 were as follows (in millions): Non-Controlling Interest Balance - December 31, 2017 $ 21.7 Measurement period adjustments for prior year business combinations 1.8 Non-controlling interest share of Orca net income 1.3 Balance - December 31, 2018 $ 24.8 |
FAIR VALUE DISCLOSURES (Tables)
FAIR VALUE DISCLOSURES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 (in millions): December 31, 2018 Total Level 1 Level 2 Level 3 Contingent consideration, including current portion (1) $ 60.7 $ — $ — $ 60.7 $ 60.7 $ — $ — $ 60.7 December 31, 2017 Total Level 1 Level 2 Level 3 Contingent consideration, including current portion (1) $ 61.8 $ — $ — $ 61.8 $ 61.8 $ — $ — $ 61.8 (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. |
Summary of Assumptions Used to Calculate Fair Value | The following tables present the valuation inputs for our three model types of acquisition-related contingent consideration arrangements. We estimate the fair value of acquisition-related contingent consideration arrangements using a Monte Carlo simulation model, an income approach or a discounted cash flow technique, as appropriate. These fair value measurements are based on significant inputs not observable in the market, and thus represent Level 3 inputs. The fair value of the contingent consideration arrangements is sensitive to changes in the forecasts of earnings and/or the relevant operating metrics and changes in discount rates. The fair value of the contingent consideration is reassessed quarterly based on assumptions used in our latest projections and input provided by practice leaders and management. Any change in the fair value estimate is recorded in our consolidated statement of operations for that period. The use of different estimates and assumptions could increase or decrease the estimated fair value of our contingent consideration liability, which would result in different impacts to our consolidated balance sheets and consolidated statements of operations. December 31, 2018 Valuation Inputs Monte Carlo Simulation Income Approach Discounted Cash Flow Technique Fair value (in millions) $ 33.2 $ 26.5 $ 1.0 Discount rate 10.75% - 12.25% 3.70% - 5.00% 6.03% - 15.75% Payment cap (in millions) $ 37.3 $ 27.3 $ 1.1 Expected payment period remaining (in years) 1-3 1 1-4 Management projections of the payout criteria EBITDA/Volumes Permitted reserves/Volumes Volumes December 31, 2017 Valuation Inputs Monte Carlo Simulation Income Approach Discounted Cash Flow Technique Fair value (in millions) $ 37.1 $ 23.6 $ 1.1 Discount rate 9.75% - 11.75% 3.70% - 5.00% 6.03% - 15.75% Payment cap (in millions) $ 39.3 $ 26.0 $ 1.4 Expected payment period remaining (in years) 2-4 1-5 1-5 Management projections of the payout criteria EBITDA/Volumes Permitted reserves/Volumes Volumes |
Reconciliation of Changes in Level 3 Fair Value Measurements | A reconciliation of the changes in Level 3 fair value measurements is as follows (in millions): Contingent Consideration Balance at December 31, 2016 $ 32.2 Acquisitions (1) 24.0 Increase in contingent consideration valuation 7.9 Payments of contingent consideration (2.3 ) Balance at December 31, 2017 61.8 Acquisitions (2) 1.1 Payments of contingent consideration (2.2 ) Balance at December 31, 2018 $ 60.7 (1) Represents the fair value of the contingent consideration associated with acquisitions in 2017 as of their respective acquisition dates. (2) Represents the fair value of the contingent consideration associated with two of the 2018 acquisitions as of the acquisition date. In connection with our acquisitions described in Note 2 , the assets acquired were recorded at their fair value on a non-recurring basis as of their respective acquisition dates. We generally use a third party valuation firm to assist us with developing our estimates of fair value. The fair value of property, plant and equipment was based primarily on comparable sales. In determining the fair value of intangible assets, we utilized the cost approach (primarily through the cost-to-recreate method), the market approach and the income approach. The income approach may incorporate the use of a discounted cash flow method. In applying the discounted cash flow method, the estimated future cash flows and residual values for each intangible asset are discounted to a present value using a discount rate based on an estimated weighted average cost of capital for the building materials industry. These cash flow projections were based on management’s estimates of economic and market conditions including revenue growth rates, operating margins, capital expenditures and working capital requirements. The valuations were prepared using Level 3 inputs. |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Restricted Stock Unit Activity | Restricted stock unit activity for 2018 was as follows (units in thousands): Number Weighted Average Unvested restricted stock units outstanding at beginning of period 10 $ 76.30 Granted 22 49.94 Vested (10 ) 76.30 Forfeited — — Unvested restricted stock units outstanding at end of period 22 $ 49.94 Additional restricted stock unit information was as follows: 2018 2017 2016 Weighted average fair value per share on grant date (1) $ 49.94 $ 76.30 $ 46.07 Fair value of vested units (in millions) $ 0.8 $ 0.8 $ 0.8 (1) The fair value was determined based upon the closing price of our common stock on the date of grant. |
Schedule of Restricted Stock Award Activity | Restricted stock award activity for 2018 was as follows (shares in thousands): Number Weighted Unvested restricted stock awards outstanding at beginning of period 248 $ 55.17 Granted 185 61.97 Vested (95 ) 51.58 Forfeited (12 ) 59.53 Unvested restricted stock awards outstanding at end of period 326 $ 59.93 |
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 were as follows: 2018 2017 2016 Expected term (years) 0.67 - 0.92 0.60 - 0.90 0.50 - 0.80 Expected volatility 40.4% 36.9% 36.9% Risk-free interest rate 2.40% 1.69% 1.09% Vesting price (1) $91.10 - $99.10 $82.50 - $91.75 $64.00 - $71.25 Weighted average grant date fair value per share $52.81 - $48.14 $44.96 - $51.31 $36.64 - $41.85 (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 2018 was as follows (shares in thousands): Number Weighted Options outstanding at beginning of year 19 $ 15.96 Granted — — Exercised (6 ) 13.15 Forfeited and expired — — Options outstanding at end of year 13 $ 17.23 Options exercisable at end of year 13 $ 17.23 |
Schedule of Information about Stock Options Outstanding | The following table summarizes information about stock options outstanding as of December 31, 2018 (shares in thousands): Options Outstanding Options Exercisable Range of exercise prices Number of Shares Outstanding Remaining Contractual Life Weighted Average Exercise Price Per Share Number of Shares Outstanding Weighted Average Exercise Price Per Share $12.00 - $26.68 13 0.08 $ 17.23 13 $ 17.23 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Components of Income Before Taxes, Domestic and Foreign | The components of income from continuing operations before income taxes were as follows (in millions): 2018 2017 2016 Income (loss) before income taxes: U.S. $ 43.4 $ 51.0 $ 32.8 Non-U.S. 4.7 (12.4 ) (2.0 ) Total income from continuing operations before income taxes $ 48.1 $ 38.6 $ 30.8 |
Schedule of Components of Income Tax Expense (Benefit) | The components of income from continuing operations before income taxes were as follows (in millions): 2018 2017 2016 Income (loss) before income taxes: U.S. $ 43.4 $ 51.0 $ 32.8 Non-U.S. 4.7 (12.4 ) (2.0 ) Total income from continuing operations before income taxes $ 48.1 $ 38.6 $ 30.8 The amounts of our consolidated federal and state income tax expense (benefit) from continuing operations were as follows (in millions): 2018 2017 2016 Current: U.S. Federal $ 2.2 $ 8.9 $ 2.0 U.S. State (0.2 ) 7.0 2.4 Non-U.S. 0.2 (0.1 ) — 2.2 15.8 4.4 Deferred: U.S. Federal $ 14.2 $ (0.6 ) $ 15.5 U.S. State (0.2 ) (3.5 ) 1.9 Non-U.S. 0.6 0.7 (0.6 ) 14.6 (3.4 ) 16.8 Income tax expense on continuing operations $ 16.8 $ 12.4 $ 21.2 Income tax expense (benefit) was allocated between continuing operations and discontinued operations as follows (in millions): 2018 2017 2016 Continuing operations $ 16.8 $ 12.4 $ 21.2 Discontinued operations — (0.4 ) (0.5 ) Income tax expense $ 16.8 $ 12.0 $ 20.7 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the federal statutory corporate income tax rate to our effective income tax rate follows ($ in millions): 2018 2017 2016 Tax expense (benefit) at statutory rate $ 10.1 21.0 % $ 13.5 35.0 % $ 10.8 35.0 % Add (deduct): Rates different from statutory (1) (0.9 ) (1.9 ) 2.3 5.9 0.6 2.0 Statutory income tax change 2.1 4.4 (7.6 ) (19.6 ) — — State income taxes 0.8 1.7 3.5 9.1 1.4 4.6 Nondeductible items 1.3 2.7 3.1 7.9 0.5 1.6 GILTI inclusion (2) 1.1 2.3 — — — — Unrecognized tax benefit relating to Warrants (3) — — 0.3 0.7 7.5 24.5 Valuation allowance 4.7 9.8 (2.5 ) (6.6 ) 0.9 2.8 Unrecognized tax benefit (2.2 ) (4.7 ) — — — — Other (0.2 ) (0.4 ) (0.2 ) (0.5 ) (0.5 ) (1.7 ) Income tax expense on continuing operations $ 16.8 34.9 % $ 12.4 31.9 % $ 21.2 68.8 % (1) Includes differences between the U.S. federal tax rates and the tax rates in Canada and the U.S. Virgin Islands. (2) In accordance with FASB Staff Q&A, Topic 740, No. 5, we have elected to treat the income tax impact of GILTI as a period cost. (3) Non-cash impacts of changes in the derivative liabilities that we had from our Warrants that expired in August 2017 were not recognized for purposes of calculating our tax provision; instead, they were treated as an unrecognized tax benefit. Further, exercises of the Warrants were also treated as an unrecognized tax benefit for purposes of calculating our tax provision. |
Schedule of Deferred Tax Assets and Liabilities | Our deferred income tax liabilities and assets were as follows (in millions): December 31, 2018 2017 Deferred tax assets: Goodwill and other intangibles $ 8.4 $ 7.0 Inventory 2.8 3.5 Accrued insurance 4.6 5.3 Stock compensation 2.5 0.8 Interest limitation carryover 6.6 — Start-up acquisition costs 2.7 2.2 Other accrued expenses 3.4 6.6 Net operating loss carryforwards 8.4 11.0 Property, plant and equipment, net - Polaris 2.9 11.7 Other 3.7 1.4 Total gross deferred tax assets 46.0 49.5 Valuation allowance (9.2 ) (20.7 ) Net deferred tax assets 36.8 28.8 Deferred income tax liabilities: Property, plant and equipment, net - non-Polaris (46.1 ) (33.0 ) Partnership outside basis (26.7 ) — Depletion (1.6 ) (0.6 ) Other (0.4 ) — Total gross deferred tax liabilities (74.8 ) (33.6 ) Net deferred tax liability (1) $ (38.0 ) $ (4.8 ) (1) At December 31, 2018, our state deferred tax asset of $5.1 million was classified as a non-current asset, and our U.S. and foreign deferred tax liability of $43.1 million was classified as a non-current liability. At December 31, 2017, all deferred taxes were recorded as a non-current liability. |
Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions): 2018 2017 2016 Unrecognized tax benefits at January 1 $ 6.2 $ 43.0 $ 35.0 Additions for tax positions related to current year 0.5 6.8 8.0 Reductions - current year decrease — (5.4 ) — Reductions - prior year decrease — (38.2 ) — Lapse of statute of limitations (2.1 ) — — Unrecognized tax benefits at December 31 $ 4.6 $ 6.2 $ 43.0 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 (in millions): 2018 2017 2016 Numerator for basic and diluted earnings per share: Income from continuing operations attributable to U.S. Concrete $ 30.0 $ 26.1 $ 9.6 Loss from discontinued operations, net of taxes — (0.6 ) (0.7 ) Net income attributable to U.S. Concrete $ 30.0 $ 25.5 $ 8.9 Denominator for diluted earnings per share: Basic weighted average common shares outstanding 16.5 15.9 15.1 Restricted stock and restricted stock units — 0.1 0.1 Warrants — 0.6 1.0 Stock options — — — Diluted weighted average common shares outstanding 16.5 16.6 16.2 |
Schedule of Potentially Dilutive Shares Excluded from the Diluted Earnings (Loss) Per Share Calculations | The potentially dilutive shares excluded from the diluted earnings per share calculations for the periods presented related to unvested restricted stock awards and restricted stock units, as their effect would have been anti-dilutive or they had not met their performance target and totaled 245,000 in 2018 ; 67,000 in 2017 ; and 36,000 in 2016 . |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 , were as follows (in millions): 2019 $ 18.5 2020 14.9 2021 12.3 2022 9.5 2023 7.7 Thereafter 31.3 Total $ 94.2 |
EMPLOYEE SAVINGS PLANS AND MU_2
EMPLOYEE SAVINGS PLANS AND MULTI-EMPLOYER PENSION PLANS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [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 2018 2017 2018 2017 2016 Western Conference of Teamsters Pension Plan 91-6145047/001 Green Green No $ 5.9 $ 5.3 $ 4.8 No 6/30/2020 to 8/31/2023 Local 282 Pension Trust Fund 11-6245313/001 Green Green No 4.4 4.8 3.9 No 6/30/2020 to 6/30/2024 Operating Engineers Pension Trust Fund 94-6090764/001 Red Red Yes 1.2 1.1 1.1 No 7/1/2021 Trucking Employees of North Jersey Pension Fund (1) 22-6063702/001 Red Red Yes 0.6 0.7 0.7 No 4/30/2018 Other (2) Various Various Various Various 2.0 1.9 1.7 No 4/30/2018 to Total $ 14.1 $ 13.8 $ 12.2 (1) We were actively negotiating the Collective Bargaining Agreement for this plan as of December 31, 2018. (2) We were actively negotiating the Collective Bargaining Agreement for three of the plans included in Other as of December 31, 2018. |
QUARTERLY SUMMARY (unaudited) (
QUARTERLY SUMMARY (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | 2018 (in millions except per share data) First Second Third Fourth Revenue $ 327.8 $ 404.2 $ 404.3 $ 370.1 Operating income $ 7.6 $ 30.6 $ 35.0 $ 16.7 Net income (loss) $ (3.9 ) $ 16.3 $ 15.8 $ 3.1 Net income (loss) attributable to U.S. Concrete $ (3.9 ) $ 16.3 $ 15.6 $ 2.0 Net income (loss) per share attributable to U.S. Concrete - basic $ (0.23 ) $ 0.99 $ 0.95 $ 0.12 Net income (loss) per share attributable to U.S. Concrete - diluted $ (0.23 ) $ 0.99 $ 0.94 $ 0.12 2017 (in millions, except per share data) First Second Third Fourth Revenue $ 299.1 $ 340.9 $ 354.6 $ 341.3 Operating income $ 21.3 $ 30.3 $ 27.7 $ (0.3 ) Income from continuing operations $ 7.0 $ (2.2 ) $ 24.3 $ (2.9 ) Net income (loss) $ 6.9 $ (2.3 ) $ 24.1 $ (3.0 ) Net income (loss) attributable to U.S. Concrete $ 6.9 $ (2.3 ) $ 24.1 $ (3.1 ) Net income (loss) per share attributable to U.S. Concrete - basic $ 0.44 $ (0.15 ) $ 1.50 $ (0.19 ) Net income (loss) per share attributable to U.S. Concrete - diluted $ 0.42 $ (0.15 ) $ 1.45 $ (0.19 ) |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 millions): 2018 2017 2016 Revenue: Ready-mixed concrete Sales to external customers $ 1,306.5 $ 1,213.0 $ 1,061.0 Aggregate products Sales to external customers 136.5 49.8 41.7 Intersegment sales 46.1 40.9 34.7 Total aggregate products 182.6 90.7 76.4 Total reportable segment revenue 1,489.1 1,303.7 1,137.4 Other products and eliminations 17.3 32.3 30.8 Total revenue $ 1,506.4 $ 1,336.0 $ 1,168.2 Reportable Segment Adjusted EBITDA: Ready-mixed concrete $ 179.2 $ 185.8 $ 157.5 Aggregate products 41.6 27.2 21.7 Total reportable segment Adjusted EBITDA $ 220.8 $ 213.0 $ 179.2 Reconciliation of Total Reportable Segment Adjusted EBITDA to Income From Continuing Operations: Total reportable segment Adjusted EBITDA $ 220.8 $ 213.0 $ 179.2 Other products and eliminations income from operations 21.7 10.8 9.9 Corporate overhead (54.9 ) (56.3 ) (43.5 ) Depreciation, depletion and amortization for reportable segments (85.8 ) (63.1 ) (50.6 ) Acquisition related costs (1.4 ) — — Impairment of goodwill and other assets (1.3 ) (6.2 ) — Hurricane-related losses for reportable segments 0.8 (3.0 ) — Quarry dredge costs for specific event for reportable segments (1.1 ) (3.4 ) — Purchase accounting adjustments for inventory (0.8 ) (1.3 ) — Eminent domain costs (0.7 ) — — Litigation settlement costs (2.1 ) — — Interest expense, net (46.4 ) (42.0 ) (27.7 ) Corporate loss on early extinguishment of debt — (0.1 ) (12.0 ) Corporate derivative loss — (0.8 ) (19.9 ) Change in value of contingent consideration for reportable segments — (7.9 ) (5.2 ) Corporate, other products and eliminations other income, net (0.7 ) (1.1 ) 0.6 Income from continuing operations before income taxes 48.1 38.6 30.8 Income tax expense 16.8 12.4 21.2 Income from continuing operations $ 31.3 $ 26.2 $ 9.6 Capital Expenditures: 2018 2017 2016 Ready-mixed concrete $ 24.0 $ 21.7 $ 25.3 Aggregate products 13.8 18.9 11.2 Other products and corporate 2.1 2.1 3.9 Total capital expenditures $ 39.9 $ 42.7 $ 40.4 Revenue by Product: 2018 2017 2016 Ready-mixed concrete $ 1,306.5 $ 1,213.0 $ 1,061.0 Aggregate products 136.5 49.8 41.7 Aggregates distribution 22.7 30.6 25.5 Building materials 26.2 24.4 19.9 Lime 7.4 9.9 11.1 Hauling 4.8 5.6 5.4 Other 2.3 2.7 3.6 Total revenue $ 1,506.4 $ 1,336.0 $ 1,168.2 December 31, Identifiable Property, Plant and Equipment Assets: 2018 2017 2016 Ready-mixed concrete $ 295.5 $ 266.6 $ 229.1 Aggregate products 355.0 342.1 (1) 87.1 Other products and corporate 29.7 27.6 (1) 21.2 Total identifiable assets $ 680.2 $ 636.3 $ 337.4 (1) $27.5 million was reclassified to aggregate products from other products and corporate due to the segment reporting change made during the three months ended June 30, 2018. |
DERIVATIVES (Tables)
DERIVATIVES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of the Effect of Derivative Instruments | The following table presents the effect of derivative instruments (in millions) on our consolidated statements of operations, excluding income tax effects: Derivative Instruments Not Designated Classification in 2018 2017 2016 Warrants Derivative loss $ — $ 0.8 $ 19.9 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Results of Discontinued Operations | Discontinued operations, primarily related to the now expired real estate leases and subleases of businesses that were disposed of in prior years, were as follows (in millions): 2017 2016 Revenue $ — $ — Operating expenses, net (1.0 ) (1.2 ) Loss from discontinued operations, before income taxes (1.0 ) (1.2 ) Income tax benefit (0.4 ) (0.5 ) Loss from discontinued operations $ (0.6 ) $ (0.7 ) |
SUPPLEMENTAL CONDENSED CONSOL_2
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Condensed Financial Information Disclosure [Abstract] | |
CONDENSED CONSOLIDATING BALANCE SHEET | CONDENSED CONSOLIDATING BALANCE SHEET DECEMBER 31, 2018 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 10.8 $ 9.2 $ — $ 20.0 Trade accounts receivable, net — 219.7 6.9 — 226.6 Inventories — 42.4 8.8 — 51.2 Other receivables 11.1 7.0 0.3 — 18.4 Prepaid expenses and other — 7.1 0.8 — 7.9 Intercompany receivables 9.7 — 0.3 (10.0 ) — Total current assets 20.8 287.0 26.3 (10.0 ) 324.1 Property, plant and equipment, net — 468.3 211.9 — 680.2 Goodwill — 155.5 83.8 — 239.3 Intangible assets, net — 111.8 4.8 — 116.6 Investment in subsidiaries 604.1 — — (604.1 ) — Long-term intercompany receivables 308.9 — 1.1 (310.0 ) — Other assets — 10.8 0.3 — 11.1 Total assets $ 933.8 $ 1,033.4 $ 328.2 $ (924.1 ) $ 1,371.3 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ — $ 122.4 $ 3.4 $ — $ 125.8 Accrued liabilities 4.7 83.2 8.4 — 96.3 Current maturities of long-term debt 0.3 29.9 0.6 — 30.8 Intercompany payables — — 10.0 (10.0 ) — Total current liabilities 5.0 235.5 22.4 (10.0 ) 252.9 Long-term debt, net of current maturities 615.5 67.6 0.2 — 683.3 Other long-term obligations and deferred credits 0.9 51.0 2.9 — 54.8 Deferred income taxes — 22.4 20.7 — 43.1 Long-term intercompany payables — 188.7 121.3 (310.0 ) — Total liabilities 621.4 565.2 167.5 (320.0 ) 1,034.1 Total shareholders' equity 312.4 468.2 135.9 (604.1 ) 312.4 Non-controlling interest — — 24.8 — 24.8 Total equity 312.4 468.2 160.7 (604.1 ) 337.2 Total liabilities and equity $ 933.8 $ 1,033.4 $ 328.2 $ (924.1 ) $ 1,371.3 CONDENSED CONSOLIDATING BALANCE SHEET DECEMBER 31, 2017 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 7.0 $ 15.6 $ — $ 22.6 Trade accounts receivable, net — 208.7 5.5 — 214.2 Inventories — 41.0 7.1 — 48.1 Other receivables 16.3 2.6 0.3 — 19.2 Prepaid expenses and other — 7.0 0.6 — 7.6 Intercompany receivables 14.6 — — (14.6 ) — Total current assets 30.9 266.3 29.1 (14.6 ) 311.7 Property, plant and equipment, net — 416.9 219.4 — 636.3 Goodwill — 142.2 62.5 — 204.7 Intangible assets, net — 115.5 2.6 — 118.1 Investment in subsidiaries 544.3 — — (544.3 ) — Long-term intercompany receivables 322.2 — — (322.2 ) — Other non-current assets — 4.4 1.6 (0.7 ) 5.3 Total assets $ 897.4 $ 945.3 $ 315.2 $ (881.8 ) $ 1,276.1 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ — $ 115.5 $ 1.6 — $ 117.1 Accrued liabilities 6.7 53.1 5.6 — 65.4 Current maturities of long-term debt — 25.3 0.7 — 26.0 Intercompany payables — — 14.6 (14.6 ) — Total current liabilities 6.7 193.9 22.5 (14.6 ) 208.5 Long-term debt, net of current maturities 608.2 58.5 0.7 — 667.4 Other long-term obligations and deferred credits 2.0 88.7 2.6 — 93.3 Deferred income taxes — 5.5 — (0.7 ) 4.8 Long-term intercompany payables — 195.3 126.9 (322.2 ) — Total liabilities 616.9 541.9 152.7 (337.5 ) 974.0 Total shareholder's equity 280.5 403.4 140.8 (544.3 ) 280.4 Non-controlling interest — — 21.7 — 21.7 Total equity 280.5 403.4 162.5 (544.3 ) 302.1 Total liabilities and equity $ 897.4 $ 945.3 $ 315.2 $ (881.8 ) $ 1,276.1 |
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS | CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS 2018 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated Revenue $ — $ 1,394.4 $ 112.0 $ — $ 1,506.4 Cost of goods sold before depreciation, depletion and amortization — 1,130.8 81.4 — 1,212.2 Selling, general and administrative expenses — 118.5 8.0 — 126.5 Depreciation, depletion and amortization — 76.2 15.6 — 91.8 Change in value of contingent consideration 0.1 (0.1 ) — — — Impairment of goodwill and other assets — 1.3 — — 1.3 Loss (gain) on sale of business and assets, net — (15.5 ) 0.2 — (15.3 ) Operating income (loss) (0.1 ) 83.2 6.8 — 89.9 Interest expense, net 39.5 3.7 3.2 — 46.4 Other expense (income), net 1.2 (3.7 ) (2.1 ) — (4.6 ) Income (loss) before income taxes, equity in earnings of subsidiaries and non-controlling interest (40.8 ) 83.2 5.7 — 48.1 Income tax expense (benefit) (4.5 ) 18.4 2.9 — 16.8 Net income (loss) before equity in earnings of subsidiaries and non-controlling interest (36.3 ) 64.8 2.8 — 31.3 Equity in earnings of subsidiaries 66.3 — — (66.3 ) — Net income (loss) 30.0 64.8 2.8 (66.3 ) 31.3 Less: Net income attributable to non-controlling interest — — (1.3 ) — (1.3 ) Net income (loss) attributable to U.S. Concrete $ 30.0 $ 64.8 $ 1.5 $ (66.3 ) $ 30.0 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS 2017 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated Revenue $ — $ 1,311.6 $ 24.4 $ — $ 1,336.0 Cost of goods sold before depreciation, depletion and amortization — 1,034.3 22.3 — 1,056.6 Selling, general and administrative expenses — 115.4 3.8 — 119.2 Depreciation, depletion and amortization — 64.1 3.7 — 67.8 Change in value of contingent consideration 0.9 7.0 — — 7.9 Impairment of goodwill and other assets — — 6.2 — 6.2 Gain on sale of business and assets, net — (0.7 ) — — (0.7 ) Operating income (loss) (0.9 ) 91.5 (11.6 ) — 79.0 Interest expense, net 39.8 1.6 0.6 — 42.0 Derivative loss 0.8 — — — 0.8 Loss on extinguishment of debt 0.1 — — — 0.1 Other expense (income), net — (2.5 ) — — (2.5 ) Income (loss) from continuing operations before income taxes and equity in earnings of subsidiaries (41.6 ) 92.4 (12.2 ) — 38.6 Income tax expense (benefit) (16.3 ) 29.0 (0.3 ) — 12.4 Net income (loss) from continuing operations before equity in earnings of subsidiaries and non-controlling interest (25.3 ) 63.4 (11.9 ) — 26.2 Loss from discontinued operations, net of taxes and before equity in earnings of subsidiaries — (0.6 ) — — (0.6 ) Net income (loss) before equity in earnings of subsidiaries and non-controlling interest (25.3 ) 62.8 (11.9 ) — 25.6 Equity in earnings of subsidiaries 50.8 — — (50.8 ) — Net income (loss) 25.5 62.8 (11.9 ) (50.8 ) 25.6 Less: Net income attributable to non-controlling interest — — (0.1 ) — (0.1 ) Net income (loss) attributable to U.S. Concrete $ 25.5 $ 62.8 $ (12.0 ) $ (50.8 ) $ 25.5 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS 2016 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated Revenue $ — $ 1,147.6 $ 20.6 $ — $ 1,168.2 Cost of goods sold before depreciation, depletion and amortization — 904.6 17.7 — 922.3 Selling, general and administrative expenses — 97.3 2.7 — 100.0 Depreciation, depletion and amortization — 52.8 2.1 — 54.9 Change in value of contingent consideration 0.2 5.0 — — 5.2 Gain on sale of business and assets, net — (1.4 ) — — (1.4 ) Operating income (loss) (0.2 ) 89.3 (1.9 ) — 87.2 Interest expense, net 25.9 1.8 — — 27.7 Derivative loss 19.9 — — — 19.9 Loss on extinguishment of debt 12.0 — — — 12.0 Other expense (income), net — (3.2 ) — — (3.2 ) Income (loss) from continuing operations before income taxes and equity in earnings of subsidiaries (58.0 ) 90.7 (1.9 ) — 30.8 Income tax (benefit) expense (15.1 ) 36.9 (0.6 ) — 21.2 Net income (loss) from continuing operations before equity in earnings of subsidiaries (42.9 ) 53.8 (1.3 ) — 9.6 Loss from discontinued operations, net of taxes and before equity in earnings of subsidiaries — (0.7 ) — — (0.7 ) Net income (loss) before equity in earnings of subsidiaries (42.9 ) 53.1 (1.3 ) — 8.9 Equity in earnings of subsidiaries 51.8 — — (51.8 ) — Net income (loss) $ 8.9 $ 53.1 $ (1.3 ) $ (51.8 ) $ 8.9 |
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS | CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS 2018 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations U.S. Concrete Consolidated Net cash provided by (used in) operating activities $ (32.5 ) $ 156.4 $ 2.0 $ (3.1 ) $ 122.8 Cash flows from investing activities: Purchases of property, plant and equipment — (35.9 ) (4.0 ) — (39.9 ) Payments related to acquisitions, net of cash acquired — (72.3 ) — — (72.3 ) Proceeds from disposals of businesses and property, plant and equipment — 20.7 — — 20.7 Purchases of environmental credits — — (2.8 ) — (2.8 ) Insurance proceeds from property loss claims — 1.6 1.0 — 2.6 Investment in subsidiaries 6.5 — — (6.5 ) — Net cash provided by (used in) investing activities 6.5 (85.9 ) (5.8 ) (6.5 ) (91.7 ) Cash flows from financing activities: Proceeds from revolver borrowings 431.2 — — — 431.2 Repayments of revolver borrowings (425.2 ) — — — (425.2 ) Proceeds from exercise of stock options 0.1 — — — 0.1 Payments of other long-term obligations (2.2 ) (3.7 ) — — (5.9 ) Payments for other financing — (28.5 ) (1.1 ) — (29.6 ) Payments for share repurchases (6.7 ) — — — (6.7 ) Other treasury share purchases (1.9 ) — — — (1.9 ) Other proceeds — 4.6 — — 4.6 Intercompany funding 30.7 (39.2 ) (1.1 ) 9.6 — Net cash provided by (used in) financing activities 26.0 (66.8 ) (2.2 ) 9.6 (33.4 ) Effect of exchange rates on cash and cash equivalents — — (0.3 ) — (0.3 ) Net increase (decrease) in cash and cash equivalents — 3.7 (6.3 ) — (2.6 ) Cash and cash equivalents at beginning of period — 7.0 15.6 — 22.6 Cash and cash equivalents at end of period $ — $ 10.7 $ 9.3 $ — $ 20.0 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS 2017 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations U.S. Concrete Consolidated Net cash (used in) provided by operating activities $ (30.1 ) $ 114.5 $ (4.9 ) $ 15.3 $ 94.8 Cash flows from investing activities: Purchases of property, plant and equipment — (40.0 ) (2.7 ) — (42.7 ) Payments related to acquisitions, net of cash acquired (236.1 ) (59.0 ) — — (295.1 ) Proceeds from disposals of businesses and property, plant and equipment — 3.5 — — 3.5 Investment in subsidiaries (1.8 ) — — 1.8 — Net cash provided by (used in) investing activities (237.9 ) (95.5 ) (2.7 ) 1.8 (334.3 ) Cash flows from financing activities: Proceeds from revolver borrowings 54.4 — — — 54.4 Repayments of revolver borrowings (45.4 ) — — — (45.4 ) Proceeds from issuance of debt 211.5 — — — 211.5 Proceeds from exercise of warrants and stock options 2.7 — — — 2.7 Payments of other long-term obligations (4.2 ) (4.8 ) — — (9.0 ) Payments for other financing — (20.2 ) (0.1 ) — (20.3 ) Debt issuance costs (4.5 ) — — — (4.5 ) Other treasury share purchases (3.1 ) — — — (3.1 ) Intercompany funding 56.6 (62.6 ) 23.1 (17.1 ) — Net cash provided by (used in) financing activities 268.0 (87.6 ) 23.0 (17.1 ) 186.3 Effect of exchange rates on cash and cash equivalents — — — — — Net increase (decrease) in cash and cash equivalents — (68.6 ) 15.4 — (53.2 ) Cash and cash equivalents at beginning of period — 75.6 0.2 — 75.8 Cash and cash equivalents at end of period $ — $ 7.0 $ 15.6 $ — $ 22.6 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS 2016 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations U.S. Concrete Consolidated Net cash provided by (used in) operating activities $ (19.7 ) $ 134.7 $ 1.0 $ — $ 116.0 Cash flows from investing activities: Purchases of property, plant and equipment — (37.5 ) (2.9 ) — (40.4 ) Payments related to acquisitions, net of cash acquired — (127.9 ) — — (127.9 ) Proceeds from disposals of businesses and property, plant and equipment — 4.3 — — 4.3 Insurance proceeds from property loss claims — 1.3 — — 1.3 Investment in subsidiaries (1.5 ) — — 1.5 — Net cash provided by (used in) investing activities (1.5 ) (159.8 ) (2.9 ) 1.5 (162.7 ) Cash flows from financing activities: Proceeds from revolver borrowings 128.9 — — — 128.9 Repayments of revolver borrowings (173.9 ) — — — (173.9 ) Proceeds from debt issuance 400.0 400.0 Repayments of debt (200.0 ) — — — (200.0 ) Premium paid on early retirement of debt (8.5 ) — — — (8.5 ) Proceeds from exercise of stock options and warrants 0.3 — — — 0.3 Payments of other long-term obligations (0.7 ) (4.0 ) — — (4.7 ) Payments for other financing 0.2 (13.6 ) — — (13.4 ) Debt issuance costs (7.8 ) — — — (7.8 ) Other treasury share purchases (2.9 ) — — — (2.9 ) Other proceeds — 0.6 — — 0.6 Intercompany funding (114.4 ) 113.9 2.0 (1.5 ) — Net cash provided by (used in) financing activities 21.2 96.9 2.0 (1.5 ) 118.6 Net increase (decrease) in cash and cash equivalents — 71.8 0.1 — 71.9 Cash and cash equivalents at beginning of period — 3.8 0.1 3.9 Cash and cash equivalents at end of period $ — $ 75.6 $ 0.2 $ — $ 75.8 |
ORGANIZATION AND SUMMARY OF S_3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Basis of Presentation (Narrative) (Details) | 12 Months Ended | |
Dec. 31, 2018quarryprocessing_facilitybusiness | Dec. 31, 2017quarryprocessing_facilitybusinessterminal | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of businesses acquired | business | 5 | 8 |
Number of plants acquired | processing_facility | 20 | 7 |
Number of quarries acquired | quarry | 2 | 2 |
Number of distribution terminals | terminal | 4 |
ORGANIZATION AND SUMMARY OF S_4
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Foreign Currency (Narrative) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Foreign currency exchange rate losses | $ 1.9 |
ORGANIZATION AND SUMMARY OF S_5
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Impairment of Long-lived Assets (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Impairment of assets related to property destroyed by hurricanes | $ 1.3 | $ 0.5 |
ORGANIZATION AND SUMMARY OF S_6
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Goodwill (Narrative) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Unusual or Infrequent Item, or Both [Line Items] | |||
Accumulated impairment | $ 0 | $ 5,800,000 | |
Hurricanes Irma and Maria | |||
Unusual or Infrequent Item, or Both [Line Items] | |||
Accumulated impairment | $ 5,800,000 |
ORGANIZATION AND SUMMARY OF S_7
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Intangible Assets (Narrative) (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 4 years 6 months 22 days | 4 years 11 months 12 days |
Minimum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 3 years | |
Maximum | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible asset, useful life | 25 years |
ORGANIZATION AND SUMMARY OF S_8
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value of Financial Instruments (Narrative) (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Contingent Consideration | |||
Debt Instrument [Line Items] | |||
Fair value of contingent consideration obligations associated with acquisitions | $ 60.7 | $ 61.8 | $ 32.2 |
Senior unsecured notes due 2024 | |||
Debt Instrument [Line Items] | |||
Fair value of Notes | $ 552 | $ 645 |
ORGANIZATION AND SUMMARY OF S_9
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Recent Accounting Pronouncements Not Yet Adopted (Narrative) (Details) - Accounting Standards Update 2016-02 - Subsequent Event - Scenario, Forecast $ in Millions | Jan. 01, 2019USD ($) |
Minimum | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Right-of-use asset | $ 75 |
Operating lease liability | 75 |
Maximum | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Right-of-use asset | 85 |
Operating lease liability | $ 85 |
BUSINESS COMBINATIONS - 2018 Ac
BUSINESS COMBINATIONS - 2018 Acquisitions (Details) $ in Millions | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2017USD ($)business | Sep. 14, 2018business | Dec. 31, 2018USD ($)mixer_truckprocessing_facilitybusinessaggregate_facility | Dec. 31, 2017USD ($)business | Dec. 31, 2016USD ($) | |
Business Acquisition [Line Items] | |||||
Number of businesses acquired | business | 5 | 8 | |||
Cash paid on acquisition | $ 298 | ||||
Contingent consideration fair value (in millions) | $ 24 | 24 | |||
Working capital receivable | $ 0.2 | ||||
Transaction costs incurred | $ 1.4 | $ 0 | $ 0 | ||
Atlantic Region and West Texas | |||||
Business Acquisition [Line Items] | |||||
Number of businesses acquired | business | 5 | ||||
Total consideration for acquisitions | $ 70.8 | ||||
Cash paid on acquisition | 69.9 | ||||
Contingent consideration fair value (in millions) | $ 1.1 | ||||
Mixer trucks acquired | mixer_truck | 149 | ||||
Ready-mix concrete plants acquired | processing_facility | 20 | ||||
Aggregate facilities acquired | aggregate_facility | 2 | ||||
Transaction costs incurred | $ 0.7 | ||||
Series of Individually Immaterial Business Acquisitions | |||||
Business Acquisition [Line Items] | |||||
Number of businesses acquired | business | 3 | 2 | |||
Transaction costs incurred | $ 5.9 |
BUSINESS COMBINATIONS - 2018 Su
BUSINESS COMBINATIONS - 2018 Summary of Total Consideration for Acquisitions (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||
Goodwill | $ 239.3 | $ 204.7 | $ 133.3 |
Contingent consideration fair value (in millions) | $ 24 | ||
Atlantic Region and West Texas | |||
Business Acquisition [Line Items] | |||
Inventory | 1.1 | ||
Other current assets | 0.1 | ||
Property, plant and equipment | 37.6 | ||
Definite-lived intangible assets | 19.8 | ||
Total assets acquired | 58.6 | ||
Current liabilities | 0.1 | ||
Other long-term liabilities | 1.1 | ||
Total liabilities assumed | 1.2 | ||
Goodwill | 13.4 | ||
Total consideration (fair value) | 70.8 | ||
Contingent consideration fair value (in millions) | $ 1.1 |
BUSINESS COMBINATIONS - 2017 Ac
BUSINESS COMBINATIONS - 2017 Acquisitions (Narrative) (Details) T in Millions, $ in Millions, $ in Millions | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017USD ($)aprocessing_facilitybusinessterminal | Sep. 14, 2018business | Dec. 31, 2018USD ($)business | Dec. 31, 2017USD ($)aterminal | Dec. 31, 2017USD ($)aterminal | Dec. 31, 2017USD ($)amixer_truckterminal | Dec. 31, 2017USD ($)aprocessing_facilityterminal | Dec. 31, 2017USD ($)abusinessterminal | Dec. 31, 2017USD ($)anoteterminal | Dec. 31, 2017USD ($)aterminalT | Dec. 31, 2016USD ($) | Dec. 31, 2017CAD ($)aterminal | |
Business Acquisition [Line Items] | ||||||||||||
Number of businesses acquired | business | 5 | 8 | ||||||||||
Number of assets acquired | 2 | 51 | 7 | |||||||||
Cash paid on acquisition | $ 298 | |||||||||||
Deferred payments | 5.5 | |||||||||||
Period to make deferred payments | 4 years | |||||||||||
Contingent consideration fair value (in millions) | $ 24 | $ 24 | $ 24 | $ 24 | $ 24 | $ 24 | $ 24 | $ 24 | ||||
Area of land acquired | a | 409 | 409 | 409 | 409 | 409 | 409 | 409 | 409 | 409 | |||
Proven reserves acquired | T | 130 | |||||||||||
Number of aggregate distribution terminals | terminal | 4 | 4 | 4 | 4 | 4 | 4 | 4 | 4 | 4 | |||
Transaction costs incurred | $ 1.4 | $ 0 | $ 0 | |||||||||
Atlantic Region And Northern California | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of businesses acquired | business | 8 | |||||||||||
Total consideration for acquisitions | $ 327.5 | |||||||||||
Series of Individually Immaterial Business Acquisitions | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of businesses acquired | business | 3 | 2 | ||||||||||
Number of assets acquired | processing_facility | 2 | |||||||||||
Transaction costs incurred | $ 5.9 | |||||||||||
Polaris | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of promissory notes acquired | note | 2 | |||||||||||
Eliminations and Reclassifications | Polaris | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Promissory notes from related party | $ 18.1 |
BUSINESS COMBINATIONS - 2017 Su
BUSINESS COMBINATIONS - 2017 Summary of Total Consideration for Acquisitions (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||
Goodwill | $ 239.3 | $ 204.7 | $ 133.3 |
Fair value (in millions) | 60.7 | 61.8 | |
Polaris | |||
Business Acquisition [Line Items] | |||
Cash | 20.7 | ||
Accounts receivable | 4.6 | ||
Inventory | 6 | ||
Other current assets | 1.5 | ||
Property, plant and equipment | 199.3 | ||
Other long-term assets | 0.9 | ||
Definite-lived intangible assets | 0 | ||
Total assets acquired | 233 | ||
Current liabilities | 29.4 | ||
Long-term deferred income tax liability | 18.6 | ||
Other long-term liabilities | 3 | ||
Total liabilities assumed | 51 | ||
Non-controlling interest (see Note 11) | 23.4 | ||
Goodwill | 83.8 | ||
Total consideration (fair value) | 242.4 | ||
Fair value of receivables acquired | 4.6 | ||
Acquired receivables, gross contractual amount | 4.9 | ||
2017 Acquisitions (Excluding Polaris) | |||
Business Acquisition [Line Items] | |||
Cash | 0 | ||
Accounts receivable | 1.1 | ||
Inventory | 0.7 | ||
Other current assets | 0.1 | ||
Property, plant and equipment | 63.2 | ||
Other long-term assets | 0 | ||
Definite-lived intangible assets | 8.3 | ||
Total assets acquired | 73.4 | ||
Current liabilities | 1.1 | ||
Long-term deferred income tax liability | 0 | ||
Other long-term liabilities | 0 | ||
Total liabilities assumed | 1.1 | ||
Non-controlling interest (see Note 11) | 0 | ||
Goodwill | 12.8 | ||
Total consideration (fair value) | 85.1 | ||
Fair value (in millions) | 29.5 | ||
Eliminations and Reclassifications | |||
Business Acquisition [Line Items] | |||
Goodwill | $ 0 | 0 | |
Eliminations and Reclassifications | Polaris | |||
Business Acquisition [Line Items] | |||
Current liabilities | $ 14.2 |
BUSINESS COMBINATIONS - Acquire
BUSINESS COMBINATIONS - Acquired Intangible Assets and Goodwill (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | |||
Amortization period | 4 years 6 months 22 days | 4 years 11 months 12 days | |
Amortization expense of intangibles | $ 23.9 | $ 20.7 | $ 16.5 |
Minimum | |||
Business Acquisition [Line Items] | |||
Amortization period | 3 years | ||
Maximum | |||
Business Acquisition [Line Items] | |||
Amortization period | 25 years | ||
Acquisitions 2017 and 2018 | |||
Business Acquisition [Line Items] | |||
Definite-lived intangible assets | $ 28.1 | 28.1 | |
Amortization expense of intangibles | 4 | ||
Measurement period adjustment to amortization | 0.2 | ||
Goodwill not expected to be deductible for tax purposes | $ 83.8 | ||
Acquisitions 2017 and 2018 | Minimum | |||
Business Acquisition [Line Items] | |||
Amortization period | 3 years | ||
Acquisitions 2017 and 2018 | Maximum | |||
Business Acquisition [Line Items] | |||
Amortization period | 10 years | ||
Acquisitions 2,017 | |||
Business Acquisition [Line Items] | |||
Amortization expense of intangibles | $ 0.3 |
BUSINESS COMBINATIONS - Schedul
BUSINESS COMBINATIONS - Schedule of Major Classes of Intangible Assets Acquired (Details) - Acquisitions 2017 and 2018 - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value At Acquisition Date | $ 28.1 | $ 28.1 |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (In Years) | 6 years 8 months 23 days | |
Fair Value At Acquisition Date | $ 26.2 | |
Non-competes | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (In Years) | 5 years | |
Fair Value At Acquisition Date | $ 1.5 | |
Favorable contract | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Amortization Period (In Years) | 3 years 8 months 1 day | |
Fair Value At Acquisition Date | $ 0.4 |
BUSINESS COMBINATIONS - Sched_2
BUSINESS COMBINATIONS - Schedule of Estimated Future Aggregate Amortization Expense (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||
2,019 | $ 23.3 | |
2,020 | 21.1 | |
2,021 | 18.8 | |
2,022 | 12.9 | |
2,023 | 6.4 | |
Thereafter | 32.9 | |
Net | 115.4 | $ 116.6 |
Acquisitions 2017 and 2018 | ||
Business Acquisition [Line Items] | ||
2,019 | 4.9 | |
2,020 | 4.8 | |
2,021 | 3.9 | |
2,022 | 3.7 | |
2,023 | 2.4 | |
Thereafter | 4.2 | |
Net | $ 23.9 |
BUSINESS COMBINATIONS - Actual
BUSINESS COMBINATIONS - Actual Impact of Acquisitions (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Acquisitions 2017 and 2018 | ||
Business Acquisition [Line Items] | ||
Revenue recorded since date of acquisitions | $ 173.4 | |
Income from operations recorded since date of acquisitions | $ 9.1 | |
Acquisitions 2,017 | ||
Business Acquisition [Line Items] | ||
Revenue recorded since date of acquisitions | $ 18.7 | |
Income from operations recorded since date of acquisitions | $ 1.4 |
BUSINESS COMBINATIONS - Estimat
BUSINESS COMBINATIONS - Estimate of Results of Operations As If Acquisitions Had Been Completed (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Business Combinations [Abstract] | ||
Revenue | $ 1,523.2 | $ 1,473.4 |
Net income attributable to U.S. Concrete | $ 31.3 | $ 31 |
Net income per share attributable to U.S. Concrete - basic (in USD per share) | $ 1.90 | $ 1.95 |
Net income per share attributable to U.S. Concrete - diluted (in USD per share) | $ 1.90 | $ 1.86 |
BUSINESS COMBINATIONS - Sched_3
BUSINESS COMBINATIONS - Schedule of Unaudited Pro Forma Net Income (Loss) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||
Increase in intangible amortization expense | $ (23.9) | $ (20.7) | $ (16.5) |
Decrease (increase) in income tax expense | 16.8 | 12.4 | $ 21.2 |
Acquisition-related Costs | |||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||
Increase in intangible amortization expense | (0.8) | (4.2) | |
Increase in depreciation expense | 0 | (9) | |
Exclusion of buyer transaction costs | 1.4 | 6.4 | |
Exclusion of seller transaction costs | 0 | 9.7 | |
Decrease in cost of goods sold related to fair value bump in inventory | 0.8 | 0.4 | |
Increase in expenses related to conversions from IFRS to U.S. GAAP | 0 | (0.2) | |
Decrease (increase) in income tax expense | (0.5) | 3.9 | |
Increase in non-controlling loss | $ 0.1 | $ (0.4) |
ALLOWANCE FOR DOUBTFUL ACCOUN_3
ALLOWANCE FOR DOUBTFUL ACCOUNTS AND CUSTOMER DISPUTES (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Allowance for Doubtful Accounts and Customer Disputes | ||
Balance, beginning of period | $ 5.8 | $ 6 |
Provision for doubtful accounts and customer disputes | 4.6 | 4.6 |
Uncollectible receivables written off, net of recoveries | (4.3) | (4.8) |
Balance, end of period | $ 6.1 | $ 5.8 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 46.4 | $ 44.2 |
Building materials for resale | 2.8 | 2.2 |
Other | 2 | 1.7 |
Total inventory | $ 51.2 | $ 48.1 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT, NET - Schedule of Property, Plant and Equipment, Net (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 916.3 | $ 814.5 | |
Less: accumulated depreciation, depletion and amortization | (236.1) | (178.2) | |
Property, plant and equipment, net | 680.2 | 636.3 | $ 337.4 |
Land and mineral deposits | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 310.4 | 296.6 | |
Buildings and improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 65.7 | 56.1 | |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 266.2 | 230.4 | |
Mixers, trucks and other vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 244 | 215.8 | |
Other | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 1.7 | 2.9 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 28.3 | $ 12.7 | |
Minimum | Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment useful life (years) | 10 years | ||
Minimum | Mixers, trucks and other vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment useful life (years) | 1 year | ||
Minimum | Other | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment useful life (years) | 3 years | ||
Minimum | Buildings and land improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment useful life (years) | 10 years | ||
Maximum | Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment useful life (years) | 30 years | ||
Maximum | Mixers, trucks and other vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment useful life (years) | 12 years | ||
Maximum | Other | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment useful life (years) | 10 years | ||
Maximum | Buildings and land improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment useful life (years) | 40 years |
PROPERTY, PLANT AND EQUIPMENT_4
PROPERTY, PLANT AND EQUIPMENT, NET - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Net carrying amounts of mineral deposits | $ 238.9 | $ 232.4 | |
Depreciation and depletion expense | 67.9 | 47.1 | $ 38.3 |
Mixer trucks | |||
Property, Plant and Equipment [Line Items] | |||
Gross assets recorded under capital leases | 103.2 | 77.2 | |
Accumulated amortization | $ 17.8 | $ 7.2 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS, NET - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Accumulated impairment | $ 0 | $ 5,800,000 | |
Gross carrying amount of unfavorable lease intangibles | 1,500,000 | 1,500,000 | |
Net carrying amount of unfavorable lease intangibles | $ 800,000 | $ 1,000,000 | |
Amortization period | 4 years 6 months 22 days | 4 years 11 months 12 days | |
Amortization expense of intangibles | $ 23,900,000 | $ 20,700,000 | $ 16,500,000 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS, NET - Schedule of Goodwill (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill, gross | $ 245.1 | $ 210.5 | $ 133.3 |
Accumulated impairment | (5.8) | (5.8) | 0 |
Goodwill, net | $ 239.3 | $ 204.7 | $ 133.3 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS, NET - Schedule of Changes in Goodwill By Reportable Segment (Details) | 12 Months Ended | |
Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Goodwill | ||
Goodwill beginning balance | $ 204,700,000 | $ 133,300,000 |
Impairment charge | 0 | (5,800,000) |
Acquisitions | 13,400,000 | 75,500,000 |
Measurement period adjustments for prior year business combinations | 21,200,000 | 1,700,000 |
Goodwill ending balance | 239,300,000 | 204,700,000 |
Ready-mixed Concrete Segment | ||
Goodwill | ||
Goodwill beginning balance | 135,400,000 | 127,500,000 |
Impairment charge | (4,400,000) | |
Acquisitions | 12,600,000 | 11,800,000 |
Measurement period adjustments for prior year business combinations | (300,000) | 500,000 |
Goodwill ending balance | 147,700,000 | 135,400,000 |
Aggregate Products Segment | ||
Goodwill | ||
Goodwill beginning balance | 56,100,000 | 2,500,000 |
Impairment charge | (1,400,000) | |
Acquisitions | 0 | 53,800,000 |
Measurement period adjustments for prior year business combinations | 30,100,000 | 1,200,000 |
Goodwill ending balance | 86,200,000 | 56,100,000 |
Other Non-Reportable Segments | ||
Goodwill | ||
Goodwill beginning balance | 13,200,000 | 3,300,000 |
Impairment charge | 0 | |
Acquisitions | 800,000 | 9,900,000 |
Measurement period adjustments for prior year business combinations | (8,600,000) | 0 |
Goodwill ending balance | 5,400,000 | 13,200,000 |
Acquisitions 2,017 | ||
Goodwill | ||
Purchase accounting adjustment to definite-lived and indefinite-lived intangible assets | 300,000 | |
Purchase accounting adjustment to property, plant and equipment | 2,700,000 | |
Additional long-term obligations recorded for 2017 acquisitions | 21,000,000 | |
Deferred taxes attributable to fair value adjustments | $ 18,600,000 | |
Assumed liabilities | 2,800,000 | |
Working capital | 400,000 | |
Goodwill, reclassifications | $ 9,600,000 |
GOODWILL AND INTANGIBLE ASSET_6
GOODWILL AND INTANGIBLE ASSETS, NET - Schedule of Purchased Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 190.6 | $ 167.7 |
Accumulated Amortization | (75.2) | (51.1) |
Net | $ 115.4 | $ 116.6 |
Weighted Average Remaining Life (in Years) | 9 years 9 months 29 days | 9 years 9 months 29 days |
Intangible assets, gross | $ 191.8 | $ 169.2 |
Accumulated Amortization | (75.2) | (51.1) |
Intangible assets, net | 116.6 | 118.1 |
Land rights | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 1.2 | 1.5 |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 108.5 | 89.9 |
Accumulated Amortization | (43.1) | (28.1) |
Net | $ 65.4 | $ 61.8 |
Weighted Average Remaining Life (in Years) | 4 years 8 months 16 days | 5 years 5 months 19 days |
Accumulated Amortization | $ (43.1) | $ (28.1) |
Trade names | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 44.5 | 44.4 |
Accumulated Amortization | (11.1) | (8.1) |
Net | $ 33.4 | $ 36.3 |
Weighted Average Remaining Life (in Years) | 19 years 7 months 2 days | 19 years 10 months 13 days |
Accumulated Amortization | $ (11.1) | $ (8.1) |
Non-competes | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 18.3 | 16.9 |
Accumulated Amortization | (12.1) | (8.5) |
Net | $ 6.2 | $ 8.4 |
Weighted Average Remaining Life (in Years) | 2 years 7 months 20 days | 2 years 11 months 5 days |
Accumulated Amortization | $ (12.1) | $ (8.5) |
Leasehold interests | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 12.5 | 12.5 |
Accumulated Amortization | (5.1) | (3.4) |
Net | $ 7.4 | $ 9.1 |
Weighted Average Remaining Life (in Years) | 5 years 11 months 8 days | 6 years 7 months 28 days |
Accumulated Amortization | $ (5.1) | $ (3.4) |
Favorable contract | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 4 | 4 |
Accumulated Amortization | (3.8) | (3) |
Net | $ 0.2 | $ 1 |
Weighted Average Remaining Life (in Years) | 1 year 11 months 1 day | 1 year 4 months 6 days |
Accumulated Amortization | $ (3.8) | $ (3) |
Environmental credits | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 2.8 | |
Accumulated Amortization | 0 | |
Net | $ 2.8 | |
Weighted Average Remaining Life (in Years) | 17 years | |
Accumulated Amortization | $ 0 |
GOODWILL AND INTANGIBLE ASSET_7
GOODWILL AND INTANGIBLE ASSETS, NET - Schedule of Estimated Remaining Amortization of Definite-Lived Intangible Assets (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Year Ending December 31, | ||
2,019 | $ 23.3 | |
2,020 | 21.1 | |
2,021 | 18.8 | |
2,022 | 12.9 | |
2,023 | 6.4 | |
Thereafter | 32.9 | |
Net | $ 115.4 | $ 116.6 |
ACCRUED LIABILITIES (Details)
ACCRUED LIABILITIES (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Contingent consideration | $ 36.2 | $ 2.3 |
Accrued compensation and benefits | 12.8 | 18.5 |
Accrued materials | 10.9 | 10.3 |
Accrued insurance reserves | 8.7 | 7.1 |
Accrued property, sales and other taxes | 7.3 | 6.6 |
Deferred consideration | 4 | 7.2 |
Accrued interest | 3.5 | 3.4 |
Other | 12.9 | 10 |
Total | $ 96.3 | $ 65.4 |
DEBT - Summary of Debt and Capi
DEBT - Summary of Debt and Capital Leases (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Capital leases | $ 71.2 | $ 53.3 |
Debt issuance costs | (9) | (10.7) |
Total debt | 714.1 | 693.4 |
Less: current maturities | (30.8) | (26) |
Long-term debt, net of current maturities | 683.3 | 667.4 |
Asset based revolving credit facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | 15 | 9 |
Other financing | ||
Debt Instrument [Line Items] | ||
Long-term debt | 28.5 | 31.9 |
Senior unsecured notes due 2024 | Senior Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 608.4 | $ 609.9 |
Effective interest rate | 6.56% | 6.56% |
DEBT - Schedule of Principal Am
DEBT - Schedule of Principal Amounts Due Under Debt Agreements (Details) $ in Millions | Dec. 31, 2018USD ($) |
Debt Disclosure [Abstract] | |
2,019 | $ 30.8 |
2,020 | 30.6 |
2,021 | 20.8 |
2,022 | 27.3 |
2,023 | 5.2 |
Thereafter | 608.4 |
Total debt | $ 723.1 |
DEBT - Senior Unsecured Notes d
DEBT - Senior Unsecured Notes due 2024 (Narrative) (Details) - Senior Notes - Senior unsecured notes due 2024 | Dec. 31, 2017USD ($) |
Debt Instrument [Line Items] | |
Aggregate principal amount of offering | $ 600,000,000 |
Stated interest rate | 6.375% |
DEBT - Senior Secured Credit Fa
DEBT - Senior Secured Credit Facility (Narrative) (Details) - Line of Credit - Third Loan Agreement | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Revolving Facility | |
Debt Instrument [Line Items] | |
Borrowing capacity under credit agreements | $ 350,000,000 |
Provision for over-advances and protective advances | $ 25,000,000 |
Minimum fixed charge coverage ratio | 100.00% |
Fixed charge coverage ratio, measurement period | 12 months |
Letters of credit | |
Debt Instrument [Line Items] | |
Borrowing capacity under credit agreements | $ 50,000,000 |
Undrawn standby letters of credit | 17,500,000 |
Swingline Loan | |
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 ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||
Capital expenditures funded by capital leases and promissory notes | $ 71,200,000 | |
Current maturities of long-term debt | $ 20,200,000 | $ 15,100,000 |
Capital leases and other financings | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate | 3.72% | 3.31% |
Other financing | ||
Debt Instrument [Line Items] | ||
Aggregate principal amount of offering | $ 28,500,000 | |
Other financing | Minimum | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 2.50% | |
Debt, term | 2 years | |
Other financing | Maximum | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 4.49% | |
Debt, term | 5 years | |
Capital leases | Minimum | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 2.60% | |
Debt, term | 2 years | |
Capital leases | Maximum | ||
Debt Instrument [Line Items] | ||
Stated interest rate | 4.86% | |
Debt, term | 7 years |
OTHER LONG-TERM OBLIGATIONS A_3
OTHER LONG-TERM OBLIGATIONS AND DEFERRED CREDITS - Summary of Other Long-Term Obligations and Deferred Credits (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred Credits and Other Liabilities [Abstract] | ||
Contingent consideration | $ 24.5 | $ 59.5 |
Self-insurance reserves | 13.9 | 13.4 |
Income taxes | 5.7 | 6.9 |
Deferred consideration | 2.9 | 6.1 |
Other | 7.8 | 7.4 |
Total | $ 54.8 | $ 93.3 |
STOCKHOLDERS' EQUITY - Schedule
STOCKHOLDERS' EQUITY - Schedule of Information Regarding Common Stock (Details) - shares | Dec. 31, 2018 | Dec. 31, 2017 |
Equity [Abstract] | ||
Shares authorized (in shares) | 100,000,000 | 100,000,000 |
Shares outstanding at end of period (in shares) | 16,631,000 | 16,652,000 |
Shares held in treasury (in shares) | 1,143,000 | 933,000 |
STOCKHOLDERS' EQUITY - Narrativ
STOCKHOLDERS' EQUITY - Narrative (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | May 31, 2014 |
Class of Stock [Line Items] | |||||
Preferred stock, issued (in shares) | 0 | 0 | |||
Preferred stock, outstanding (in shares) | 0 | 0 | |||
Repurchases of common stock (in shares) | 29,000 | 45,000 | |||
Other treasury share purchases | $ 1,900,000 | $ 3,100,000 | $ 2,800,000 | ||
Other treasury share purchases | $ 6,700,000 | 3,100,000 | |||
Common Stock | |||||
Class of Stock [Line Items] | |||||
Repurchases of common stock (in shares) | 200,000 | ||||
Treasury Stock | |||||
Class of Stock [Line Items] | |||||
Other treasury share purchases | $ 1,900,000 | $ 3,100,000 | $ 2,800,000 | ||
Other treasury share purchases | $ 6,700,000 | ||||
Share Repurchase Program | Common Stock | |||||
Class of Stock [Line Items] | |||||
Authorized repurchase amount | $ 50,000,000 | ||||
Repurchases of common stock (in shares) | 0 | ||||
Second Share Repurchase Program | Common Stock | |||||
Class of Stock [Line Items] | |||||
Authorized repurchase amount | $ 50,000,000 | ||||
Repurchases of common stock (in shares) | 200,000 | ||||
Other treasury share purchases | $ 6,700,000 |
NON-CONTROLLING INTEREST - Narr
NON-CONTROLLING INTEREST - Narrative (Details) - CAD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Eagle Rock Materials Ltd. | ||
Noncontrolling Interest [Line Items] | ||
Interest held by the company | 70.00% | |
Orca | ||
Noncontrolling Interest [Line Items] | ||
Interest held by the company | 88.00% | |
Namgis First Nation | Orca | ||
Noncontrolling Interest [Line Items] | ||
Ownership percentage, by non-controlling interest holders | 12.00% | |
Orca | ||
Noncontrolling Interest [Line Items] | ||
Acquired loans | $ 8 | |
Loan annual interest rate | 6.00% |
NON-CONTROLLING INTEREST - Non-
NON-CONTROLLING INTEREST - Non-controlling Interest Activity (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward] | |||
Balance - December 31, 2017 | $ 21.7 | ||
Measurement period adjustments for prior year business combinations | 1.8 | $ 21.6 | |
Non-controlling interest share of Orca net income | 1.3 | 0.1 | $ 0 |
Balance - December 31, 2018 | $ 24.8 | $ 21.7 |
FAIR VALUE DISCLOSURES - Schedu
FAIR VALUE DISCLOSURES - Schedule of Liabilities Measured at Fair Value (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, including current portion | $ 60.7 | $ 61.8 |
Financial liabilities measured at fair value | 60.7 | 61.8 |
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 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 | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration, including current portion | 60.7 | 61.8 |
Financial liabilities measured at fair value | $ 60.7 | $ 61.8 |
FAIR VALUE DISCLOSURES - Summar
FAIR VALUE DISCLOSURES - Summary of Assumptions Used in Calculating Fair Value (Details) $ in Millions | Dec. 31, 2018USD ($)Year | Dec. 31, 2017USD ($)Year |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value (in millions) | $ | $ 60.7 | $ 61.8 |
Monte Carlo Simulation | Minimum | Discount Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration, measurement input | 0.1075 | 0.0975 |
Monte Carlo Simulation | Minimum | Expected Payment Period | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration, measurement input | Year | 1 | 2 |
Monte Carlo Simulation | Maximum | Discount Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration, measurement input | 0.1225 | 0.1175 |
Monte Carlo Simulation | Maximum | Expected Payment Period | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration, measurement input | Year | 3 | 4 |
Income Approach | Expected Payment Period | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration, measurement input | Year | 1 | |
Income Approach | Minimum | Discount Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration, measurement input | 0.0370 | 0.0370 |
Income Approach | Minimum | Expected Payment Period | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration, measurement input | Year | 1 | |
Income Approach | Maximum | Discount Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration, measurement input | 0.0500 | 0.0500 |
Income Approach | Maximum | Expected Payment Period | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration, measurement input | Year | 5 | |
Discounted Cash Flow | Minimum | Discount Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration, measurement input | 0.0603 | 0.0603 |
Discounted Cash Flow | Minimum | Expected Payment Period | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration, measurement input | Year | 1 | 1 |
Discounted Cash Flow | Maximum | Discount Rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration, measurement input | 0.1575 | 0.1575 |
Discounted Cash Flow | Maximum | Expected Payment Period | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration, measurement input | Year | 4 | 5 |
Fair Value, Measurements, Recurring | Monte Carlo Simulation | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value (in millions) | $ | $ 33.2 | $ 37.1 |
Fair Value, Measurements, Recurring | Monte Carlo Simulation | Measurement Input, Prepayment Cap [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Payment cap (in millions) | $ | 37.3 | 39.3 |
Fair Value, Measurements, Recurring | Income Approach | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value (in millions) | $ | 26.5 | 23.6 |
Fair Value, Measurements, Recurring | Income Approach | Measurement Input, Prepayment Cap [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Payment cap (in millions) | $ | 27.3 | 26 |
Fair Value, Measurements, Recurring | Discounted Cash Flow | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value (in millions) | $ | 1 | 1.1 |
Fair Value, Measurements, Recurring | Discounted Cash Flow | Measurement Input, Prepayment Cap [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Payment cap (in millions) | $ | $ 1.1 | $ 1.4 |
FAIR VALUE DISCLOSURES - Reconc
FAIR VALUE DISCLOSURES - Reconciliation of Changes in Level 3 Fair Value Measurements (Details) - Contingent Consideration - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation | ||
Beginning Balance | $ 61.8 | $ 32.2 |
Acquisitions | 1.1 | 24 |
Increase in contingent consideration valuation | 7.9 | |
Payments of contingent consideration | (2.2) | (2.3) |
Ending Balance | $ 60.7 | $ 61.8 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense recognized | $ 10,400,000 | $ 8,300,000 | $ 7,100,000 |
Tax benefit | 2,400,000 | 3,200,000 | $ 2,500,000 |
Excess tax benefit | 200,000 | $ 1,400,000 | |
Unrecognized compensation cost | $ 9,300,000 | ||
Weighted-average recognition period | 1 year 2 months 12 days | ||
Award vesting period | 3 years | ||
Stock option grants (in shares) | 0 | 0 | 0 |
Total intrinsic value of stock options exercised | $ 200,000 | $ 100,000 | $ 100,000 |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average grant date fair value per share (in dollars per share) | $ 52.81 | $ 44.96 | $ 36.64 |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average grant date fair value per share (in dollars per share) | 48.14 | 51.31 | 41.85 |
Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average grant date fair value per share (in dollars per share) | $ 49.94 | $ 76.30 | $ 46.07 |
Fair value of restricted stock units vested | $ 800,000 | $ 800,000 | $ 800,000 |
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] | |||
Percentage of plan that vest in relation to time | 60.00% | ||
Percentage of plan that vests based on performance | 40.00% | ||
Weighted-average grant date fair value per share (in dollars per share) | $ 61.97 | $ 60.24 | $ 47.59 |
Fair value of restricted stock units vested | $ 4,900,000 | $ 4,900,000 | $ 4,000,000 |
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 | |
Total intrinsic value of stock options exercised | $ 300,000 | 300,000 | 300,000 |
Aggregate intrinsic value of outstanding and exercisable stock options | $ 200,000 | $ 1,300,000 | $ 1,200,000 |
Long Term Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares remaining for future issuance (in shares) | 100,000 |
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, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Restricted Stock Units | |||
Number of Shares | |||
Unvested outstanding at beginning of period (in shares) | 10 | ||
Granted (in shares) | 22 | ||
Vested (in shares) | (10) | ||
Forfeited (in shares) | 0 | ||
Unvested outstanding at end of period (in shares) | 22 | 10 | |
Weighted Average Grant Date Fair Value Per Share | |||
Unvested outstanding at beginning of period (in dollars per share) | $ 76.30 | ||
Granted (in dollars per share) | 49.94 | $ 76.30 | $ 46.07 |
Vested (in dollars per share) | 76.30 | ||
Forfeited (in dollars per share) | 0 | ||
Unvested outstanding at end of period (in dollars per share) | $ 49.94 | $ 76.30 | |
Restricted Stock Awards | |||
Number of Shares | |||
Unvested outstanding at beginning of period (in shares) | 248 | ||
Granted (in shares) | 185 | ||
Vested (in shares) | (95) | ||
Forfeited (in shares) | (12) | ||
Unvested outstanding at end of period (in shares) | 326 | 248 | |
Weighted Average Grant Date Fair Value Per Share | |||
Unvested outstanding at beginning of period (in dollars per share) | $ 55.17 | ||
Granted (in dollars per share) | 61.97 | $ 60.24 | $ 47.59 |
Vested (in dollars per share) | 51.58 | ||
Forfeited (in dollars per share) | 59.53 | ||
Unvested outstanding at end of period (in dollars per share) | $ 59.93 | $ 55.17 |
STOCK-BASED COMPENSATION - Addi
STOCK-BASED COMPENSATION - Additional Restricted Stock Information (Details) - Restricted Stock Units - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average grant date fair value per share (in dollars per share) | $ 49.94 | $ 76.30 | $ 46.07 |
Fair value of vested units (in millions) | $ 0.8 | $ 0.8 | $ 0.8 |
STOCK-BASED COMPENSATION - Sc_2
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, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 40.40% | 36.90% | 36.90% |
Risk-free interest rate | 2.40% | 1.69% | 1.09% |
Period over which vesting price is determined | 20 days | ||
Award vesting period | 3 years | ||
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (years) | 7 months 30 days | 7 months 6 days | 6 months |
Vesting price (in dollars per share) | $ 91.10 | $ 82.50 | $ 64 |
Weighted-average grant date fair value per share (in dollars per share) | $ 52.81 | $ 44.96 | $ 36.64 |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (years) | 10 months 30 days | 10 months 24 days | 9 months 18 days |
Vesting price (in dollars per share) | $ 99.10 | $ 91.75 | $ 71.25 |
Weighted-average grant date fair value per share (in dollars per share) | $ 48.14 | $ 51.31 | $ 41.85 |
STOCK-BASED COMPENSATION - Sc_3
STOCK-BASED COMPENSATION - Schedule of Stock Option Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Number of Shares Underlying Options | |||
Options outstanding at beginning of year (in shares) | 19,000 | ||
Granted (in shares) | 0 | 0 | 0 |
Exercised (in shares) | (6,000) | ||
Forfeited and expired (in shares) | 0 | ||
Options outstanding at end of year (in shares) | 13,000 | 19,000 | |
Options exercisable at end of year (in shares) | 13,000 | ||
Weighted Average Exercise Price Per Share | |||
Options outstanding at beginning of year (in dollars per share) | $ 15.96 | ||
Granted (in dollars per share) | 0 | ||
Exercised (in dollars per share) | 13.15 | ||
Forfeited and expired (in dollars per share) | 0 | ||
Options outstanding at end of year (in dollars per share) | 17.23 | $ 15.96 | |
Options exercisable at end of year (in dollars per share) | $ 17.23 |
STOCK-BASED COMPENSATION - Sc_4
STOCK-BASED COMPENSATION - Schedule of Information about Stock Options Outstanding (Details) - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Options Outstanding | ||
Number of Shares Outstanding (in shares) | 13 | 19 |
Weighted Average Exercise Price Per Share (in dollars per share) | $ 17.23 | $ 15.96 |
Options Exercisable | ||
Number of Shares Outstanding (in shares) | 13 | |
Weighted Average Exercise Price Per Share (in dollars per share) | $ 17.23 | |
$12.00 - $26.68 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Range of exercise prices, Lower Range (in dollars per share) | 12 | |
Range of exercise prices, Upper Range (in dollars per share) | $ 26.68 | |
Options Outstanding | ||
Number of Shares Outstanding (in shares) | 13 | |
Remaining Contractual Life | 28 days | |
Weighted Average Exercise Price Per Share (in dollars per share) | $ 17.23 | |
Options Exercisable | ||
Number of Shares Outstanding (in shares) | 13 | |
Weighted Average Exercise Price Per Share (in dollars per share) | $ 17.23 |
INCOME TAXES - Components of In
INCOME TAXES - Components of Income Before Taxes, Domestic and Foreign (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
U.S. | $ 43.4 | $ 51 | $ 32.8 |
Non-U.S. | 4.7 | (12.4) | (2) |
Income from continuing operations before income taxes | $ 48.1 | $ 38.6 | $ 30.8 |
INCOME TAXES - Schedule of Effe
INCOME TAXES - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Effective Income Tax Rate Reconciliation, Amount | |||
Tax expense (benefit) at statutory rate | $ 10.1 | $ 13.5 | $ 10.8 |
Rates different from statutory | (0.9) | 2.3 | 0.6 |
Statutory income tax change | 2.1 | (7.6) | 0 |
State income taxes | 0.8 | 3.5 | 1.4 |
Nondeductible items | 1.3 | 3.1 | 0.5 |
GILTI inclusion | 1.1 | 0 | 0 |
Unrecognized tax benefit relating to Warrants | 0 | 0.3 | 7.5 |
Valuation allowance | 4.7 | (2.5) | 0.9 |
Unrecognized tax benefit | (2.2) | 0 | 0 |
Other | (0.2) | (0.2) | (0.5) |
Income tax expense on continuing operations | $ 16.8 | $ 12.4 | $ 21.2 |
Effective Income Tax Rate Reconciliation, Percent | |||
Tax expense (benefit) at statutory rate (percentage) | 21.00% | 35.00% | 35.00% |
Rates different from statutory (percentage) | (1.90%) | 5.90% | 2.00% |
Statutory income tax change (percentage) | 4.40% | (19.60%) | 0.00% |
State income taxes (percentage) | 1.70% | 9.10% | 4.60% |
Nondeductible items (percentage) | 2.70% | 7.90% | 1.60% |
GILTI inclusion (percentage) | 2.30% | 0.00% | 0.00% |
Unrecognized tax benefit relating to Warrants (percentage) | 0.00% | 0.70% | 24.50% |
Valuation allowance (percentage) | 9.80% | (6.60%) | 2.80% |
Unrecognized tax benefit (percentage) | (4.70%) | (0.00%) | (0.00%) |
Other (percentage) | (0.40%) | (0.50%) | (1.70%) |
Income tax expense on continuing operations (percentage) | 34.90% | 31.90% | 68.80% |
INCOME TAXES - Schedule of Comp
INCOME TAXES - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | |||
U.S. Federal | $ 2.2 | $ 8.9 | $ 2 |
U.S. State | (0.2) | 7 | 2.4 |
Non-U.S. | 0.2 | (0.1) | 0 |
Current income tax expense (benefit) | 2.2 | 15.8 | 4.4 |
Deferred: | |||
U.S. Federal | 14.2 | (0.6) | 15.5 |
U.S. State | (0.2) | (3.5) | 1.9 |
Non-U.S. | 0.6 | 0.7 | (0.6) |
Deferred income tax expense (benefit) | 14.6 | (3.4) | 16.8 |
Income tax expense on continuing operations | 16.8 | 12.4 | 21.2 |
Continuing operations | 16.8 | 12.4 | 21.2 |
Discontinued operations | 0 | (0.4) | (0.5) |
Income tax expense | $ 16.8 | $ 12 | $ 20.7 |
INCOME TAXES - Schedule of Defe
INCOME TAXES - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Goodwill and other intangibles | $ 8.4 | $ 7 |
Inventory | 2.8 | 3.5 |
Accrued insurance | 4.6 | 5.3 |
Stock compensation | 2.5 | 0.8 |
Interest limitation carryover | 6.6 | 0 |
Start-up acquisition costs | 2.7 | 2.2 |
Other accrued expenses | 3.4 | 6.6 |
Net operating loss carryforwards | 8.4 | 11 |
Property, plant and equipment, net - Polaris | 2.9 | 11.7 |
Other | 3.7 | 1.4 |
Total gross deferred tax assets | 46 | 49.5 |
Valuation allowance | (9.2) | (20.7) |
Net deferred tax assets | 36.8 | 28.8 |
Deferred income tax liabilities: | ||
Property, plant and equipment, net - non-Polaris | (46.1) | (33) |
Partnership outside basis | (26.7) | 0 |
Depletion | (1.6) | (0.6) |
Other | (0.4) | 0 |
Total gross deferred tax liabilities | (74.8) | (33.6) |
Net deferred tax liability | (38) | $ (4.8) |
State | ||
Income Tax Examination [Line Items] | ||
Current deferred tax asset | 5.1 | |
Domestic and Foreign | ||
Income Tax Examination [Line Items] | ||
Non-current deferred tax liability | $ 43.1 |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Loss Carryforwards [Line Items] | |||||
Statutory income tax change - benefit | $ (2.1) | $ 7.6 | $ 0 | ||
Change in provisional benefit due to completion of accounting | $ 2.1 | ||||
Valuation allowances | 20.7 | 9.2 | 20.7 | ||
Additional valuation allowance | 6.6 | ||||
Net deferred tax liability | (4.8) | (38) | (4.8) | ||
Operating loss carryforwards, valuation allowance | 2.6 | ||||
Unrecognized tax benefits, gross | 5.7 | ||||
Amount excluded from tax provision | 0.4 | 7.5 | |||
Unrecognized tax benefits | 6.2 | 4.6 | 6.2 | 43 | $ 35 |
Interest and penalties | 0.2 | 0.4 | 0.1 | ||
Total accrued penalties and interest | $ 0.9 | 1.1 | $ 0.9 | ||
Unrecognized tax benefit that would impact effective tax rate | 4 | ||||
Warrants | |||||
Operating Loss Carryforwards [Line Items] | |||||
Unrecognized tax benefits | $ 39.8 | ||||
Foreign Tax Authority | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards | 5 | ||||
Domestic Tax Authority | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards | 11.7 | ||||
State | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards | 4.6 | ||||
New Jersey Division of Taxation | |||||
Operating Loss Carryforwards [Line Items] | |||||
Operating loss carryforwards, valuation allowance | $ 2.6 |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns | |||
Unrecognized tax benefits at January 1 | $ 6.2 | $ 43 | $ 35 |
Additions for tax positions related to current year | 0.5 | 6.8 | 8 |
Reductions - current year decrease | 0 | (5.4) | 0 |
Reductions - prior year decrease | 0 | (38.2) | 0 |
Lapse of statute of limitations | (2.1) | 0 | 0 |
Unrecognized tax benefits at December 31 | $ 4.6 | $ 6.2 | $ 43 |
EARNINGS PER SHARE - Reconcilia
EARNINGS PER SHARE - Reconciliation of Components of Basic and Diluted Earnings Per Share (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Numerator for basic and diluted earnings per share: | |||||||||||
Income from continuing operations attributable to U.S. Concrete | $ 30 | $ 26.1 | $ 9.6 | ||||||||
Loss from discontinued operations, net of taxes | 0 | (0.6) | (0.7) | ||||||||
Net income attributable to U.S. Concrete | $ 2 | $ 15.6 | $ 16.3 | $ (3.9) | $ (3.1) | $ 24.1 | $ (2.3) | $ 6.9 | $ 30 | $ 25.5 | $ 8.9 |
Denominator: (in shares) | |||||||||||
Basic weighted average common shares outstanding (in shares) | 16.5 | 15.9 | 15.1 | ||||||||
Restricted stock and restricted stock units (in shares) | 0 | 0.1 | 0.1 | ||||||||
Warrants (in shares) | 0 | 0.6 | 1 | ||||||||
Stock options (in shares) | 0 | 0 | 0 | ||||||||
Denominator for diluted earnings per share (in shares) | 16.5 | 16.6 | 16.2 |
EARNINGS PER SHARE - Schedule o
EARNINGS 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, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
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) | 245 | 67 | 36 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Millions, $ in Millions | 12 Months Ended | |||
Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2018CAD ($) | |
Loss Contingencies [Line Items] | ||||
Moving expenses | $ 0.7 | |||
Total consolidated expense for operating leases | 23.4 | $ 20.7 | $ 18.5 | |
Eagle Rock Materials Ltd., Royalties And Interest | ||||
Loss Contingencies [Line Items] | ||||
Amount for which the company and its subsidiaries are contingently liable | 2.9 | $ 3.8 | ||
Self-insured claims | ||||
Loss Contingencies [Line Items] | ||||
Deductible retentions per occurrence | 1 | |||
Amount accrued for self-insurance claims | 20.4 | $ 19.2 | ||
Performance bonds | ||||
Loss Contingencies [Line Items] | ||||
Amount for which the company and its subsidiaries are contingently liable | $ 36.6 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Schedule of Future Minimum Rental Payments (Details) $ in Millions | Dec. 31, 2018USD ($) |
Year Ending December 31, | |
2,019 | $ 18.5 |
2,020 | 14.9 |
2,021 | 12.3 |
2,022 | 9.5 |
2,023 | 7.7 |
Thereafter | 31.3 |
Total | $ 94.2 |
EMPLOYEE SAVINGS PLANS AND MU_3
EMPLOYEE SAVINGS PLANS AND MULTI-EMPLOYER PENSION PLANS - Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018USD ($)employee | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Defined Contribution Plan Disclosure [Line Items] | |||
Potential maximum contribution stated as a percentage of employee compensation | 60.00% | ||
Percent matched of employee contributions | 100.00% | ||
Percent of employee gross pay | 5.00% | ||
Defined contribution plan, cost | $ | $ 5.9 | $ 4.8 | $ 4.2 |
Non-Qualified Savings Plan | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Maximum base compensation deferral percent | 75.00% | ||
Maximum annual bonus deferral percent | 75.00% | ||
Rabbi trust to fund the plan's obligation | $ | $ 2.6 | $ 2.5 | |
Unionized Employees Concentration Risk | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Number of employees represented by labor unions | employee | 1,141 | ||
Percent of workforce represented by labor unions | 34.60% | ||
Collective Bargaining Agreements, Less Than One Year Expiration | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Number of employees represented by labor unions | employee | 152 | ||
Percent of workforce represented by labor unions | 4.60% |
EMPLOYEE SAVINGS PLANS AND MU_4
EMPLOYEE SAVINGS PLANS AND MULTI-EMPLOYER PENSION PLANS - Schedule of Contributions to Significant Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Contributions | $ 14.1 | $ 13.8 | $ 12.2 |
Western Conference Teamster Pension Plan | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Contributions | 5.9 | 5.3 | 4.8 |
Local 282 Pension Trust Fund | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Contributions | 4.4 | 4.8 | 3.9 |
Operating Engineers Pension Trust Fund | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Contributions | 1.2 | 1.1 | 1.1 |
Trucking Employees of New Jersey Pension Fund | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Contributions | 0.6 | 0.7 | 0.7 |
Other Pension Fund | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Contributions | $ 2 | $ 1.9 | $ 1.7 |
QUARTERLY SUMMARY (unaudited)_2
QUARTERLY SUMMARY (unaudited) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Effect of Fourth Quarter Events [Line Items] | |||||||||||
Revenue | $ 370,100,000 | $ 404,300,000 | $ 404,200,000 | $ 327,800,000 | $ 341,300,000 | $ 354,600,000 | $ 340,900,000 | $ 299,100,000 | $ 1,506,400,000 | $ 1,336,000,000 | $ 1,168,200,000 |
Operating income | 16,700,000 | 35,000,000 | 30,600,000 | 7,600,000 | (300,000) | 27,700,000 | 30,300,000 | 21,300,000 | 89,900,000 | 79,000,000 | 87,200,000 |
Income from continuing operations | (2,900,000) | 24,300,000 | (2,200,000) | 7,000,000 | 31,300,000 | 26,200,000 | 9,600,000 | ||||
Net income (loss) | 3,100,000 | 15,800,000 | 16,300,000 | (3,900,000) | (3,000,000) | 24,100,000 | (2,300,000) | 6,900,000 | 31,300,000 | 25,600,000 | 8,900,000 |
Net income (loss) attributable to U.S. Concrete | $ 2,000,000 | $ 15,600,000 | $ 16,300,000 | $ (3,900,000) | $ (3,100,000) | $ 24,100,000 | $ (2,300,000) | $ 6,900,000 | $ 30,000,000 | $ 25,500,000 | $ 8,900,000 |
Net income (loss) per share attributable to U.S. Concrete - basic (in dollars per share) | $ 0.12 | $ 0.95 | $ 0.99 | $ (0.23) | $ (0.19) | $ 1.50 | $ (0.15) | $ 0.44 | $ 1.82 | $ 1.60 | $ 0.59 |
Net income (loss) per share attributable to U.S. Concrete - diluted (in dollars per share) | $ 0.12 | $ 0.94 | $ 0.99 | $ (0.23) | $ (0.19) | $ 1.45 | $ (0.15) | $ 0.42 | $ 1.82 | $ 1.53 | $ 0.55 |
Gain on sale of businesses | $ 14,600,000 | ||||||||||
Goodwill impairment | $ 0 | $ 5,800,000 | |||||||||
General insurance expense | $ 5,000,000 | ||||||||||
Hurricanes Irma and Maria | |||||||||||
Effect of Fourth Quarter Events [Line Items] | |||||||||||
Goodwill impairment | $ 5,800,000 |
SEGMENT INFORMATION - Schedule
SEGMENT INFORMATION - Schedule of Certain Financial Information Relating to Continuing Operations by Reportable Segment (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($)reporting_segment | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Segment Reporting Information [Line Items] | |||||||||||
Number of reportable segments | reporting_segment | 2 | ||||||||||
Revenue | $ 370.1 | $ 404.3 | $ 404.2 | $ 327.8 | $ 341.3 | $ 354.6 | $ 340.9 | $ 299.1 | $ 1,506.4 | $ 1,336 | $ 1,168.2 |
Other products and eliminations income from operations | $ 16.7 | $ 35 | $ 30.6 | $ 7.6 | $ (0.3) | $ 27.7 | $ 30.3 | $ 21.3 | 89.9 | 79 | 87.2 |
Depreciation, depletion and amortization for reportable segments | (91.8) | (67.8) | (54.9) | ||||||||
Acquisition related costs | (1.4) | 0 | 0 | ||||||||
Impairments of goodwill and other assets | (1.3) | (6.2) | 0 | ||||||||
Hurricane-related losses for reportable segments | 0.8 | (3) | 0 | ||||||||
Quarry dredge costs for specific event for reportable segments | (1.1) | (3.4) | 0 | ||||||||
Eminent domain costs | (0.7) | 0 | 0 | ||||||||
Litigation settlement costs | (2.1) | 0 | 0 | ||||||||
Interest expense, net | (46.4) | (42) | (27.7) | ||||||||
Corporate loss on early extinguishment of debt | 0 | (0.1) | (12) | ||||||||
Corporate derivative loss | 0 | (0.8) | (19.9) | ||||||||
Change in value of contingent consideration for reportable segments | 0 | (7.9) | (5.2) | ||||||||
Corporate, other products and eliminations other income, net | 4.6 | 2.5 | 3.2 | ||||||||
Income from continuing operations before income taxes | 48.1 | 38.6 | 30.8 | ||||||||
Income tax expense | 16.8 | 12.4 | 21.2 | ||||||||
Income from continuing operations | 31.3 | 26.2 | 9.6 | ||||||||
Aggregate products | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 136.5 | 49.8 | 41.7 | ||||||||
Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 1,489.1 | 1,303.7 | 1,137.4 | ||||||||
Total reportable segment Adjusted EBITDA | 220.8 | 213 | 179.2 | ||||||||
Depreciation, depletion and amortization for reportable segments | (85.8) | (63.1) | (50.6) | ||||||||
Impairments of goodwill and other assets | (1.3) | (6.2) | 0 | ||||||||
Purchase accounting adjustments for inventory | (0.8) | (1.3) | 0 | ||||||||
Operating Segments | Ready-mixed concrete | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 1,306.5 | 1,213 | 1,061 | ||||||||
Total reportable segment Adjusted EBITDA | 179.2 | 185.8 | 157.5 | ||||||||
Operating Segments | Aggregate products | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 182.6 | 90.7 | 76.4 | ||||||||
Total reportable segment Adjusted EBITDA | 41.6 | 27.2 | 21.7 | ||||||||
Intersegment sales | Aggregate products | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 46.1 | 40.9 | 34.7 | ||||||||
Other products and eliminations | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 17.3 | 32.3 | 30.8 | ||||||||
Other products and eliminations income from operations | 21.7 | 10.8 | 9.9 | ||||||||
Corporate, other products and eliminations other income, net | (0.7) | (1.1) | 0.6 | ||||||||
Corporate overhead | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Corporate overhead | $ (54.9) | $ (56.3) | $ (43.5) |
SEGMENT INFORMATION - Schedul_2
SEGMENT INFORMATION - Schedule of Cap Ex by Product (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||
Capital expenditures | $ 39.9 | $ 42.7 | $ 40.4 |
Operating Segments | Ready-mixed concrete | |||
Segment Reporting Information [Line Items] | |||
Capital expenditures | 24 | 21.7 | 25.3 |
Operating Segments | Aggregate Products Segment | |||
Segment Reporting Information [Line Items] | |||
Capital expenditures | 13.8 | 18.9 | 11.2 |
Corporate And Eliminations | |||
Segment Reporting Information [Line Items] | |||
Capital expenditures | $ 2.1 | $ 2.1 | $ 3.9 |
SEGMENT INFORMATION - Schedul_3
SEGMENT INFORMATION - Schedule of Revenue by Product (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue from External Customer [Line Items] | |||||||||||
Revenue | $ 370.1 | $ 404.3 | $ 404.2 | $ 327.8 | $ 341.3 | $ 354.6 | $ 340.9 | $ 299.1 | $ 1,506.4 | $ 1,336 | $ 1,168.2 |
Ready-mixed concrete | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue | 1,306.5 | 1,213 | 1,061 | ||||||||
Aggregate products | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue | 136.5 | 49.8 | 41.7 | ||||||||
Aggregates distribution | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue | 22.7 | 30.6 | 25.5 | ||||||||
Building materials | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue | 26.2 | 24.4 | 19.9 | ||||||||
Lime | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue | 7.4 | 9.9 | 11.1 | ||||||||
Hauling | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue | 4.8 | 5.6 | 5.4 | ||||||||
Other | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Revenue | $ 2.3 | $ 2.7 | $ 3.6 |
SEGMENT INFORMATION - Schedul_4
SEGMENT INFORMATION - Schedule of Identifiable Property, Plant and Equipment Assets (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Segment Reporting Information [Line Items] | ||||
Total identifiable assets | $ 680.2 | $ 636.3 | $ 337.4 | |
Reclassified to aggregate products from other and corporate | $ 27.5 | |||
Other products and corporate | ||||
Segment Reporting Information [Line Items] | ||||
Total identifiable assets | 29.7 | 27.6 | 21.2 | |
Ready-mixed concrete | ||||
Segment Reporting Information [Line Items] | ||||
Total identifiable assets | 295.5 | 266.6 | 229.1 | |
Aggregate products | ||||
Segment Reporting Information [Line Items] | ||||
Total identifiable assets | $ 355 | $ 342.1 | $ 87.1 |
DERIVATIVES - Narrative (Detail
DERIVATIVES - Narrative (Details) | Aug. 31, 2017shares | Aug. 31, 2010tranche$ / sharesshares |
Class of Warrant or Right [Line Items] | ||
Number Of Tranches | tranche | 2 | |
Class A Warrant | ||
Class of Warrant or Right [Line Items] | ||
Warrants issued to acquire common stock (in shares) | 1,500,000 | |
Exercise price (in dollars per share) | $ / shares | $ 22.69 | |
Warrants expired unexercised (in shares) | 112,638 | |
Class B Warrant | ||
Class of Warrant or Right [Line Items] | ||
Warrants issued to acquire common stock (in shares) | 1,500,000 | |
Exercise price (in dollars per share) | $ / shares | $ 26.68 | |
Warrants expired unexercised (in shares) | 114,775 |
DERIVATIVES - Schedule of the E
DERIVATIVES - Schedule of the Effect of Derivative Instruments (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative loss | $ 0 | $ (0.8) | $ (19.9) |
Warrants | Derivative loss | Derivative Instruments Not Designated as Hedging Instruments under ASC 815 | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative loss | $ 0 | $ 0.8 | $ 19.9 |
DERIVATIVES - Schedule of Warra
DERIVATIVES - Schedule of Warrant Volume Positions (Details) shares in Millions | Dec. 31, 2016shares |
Warrants | Derivative Instruments Not Designated as Hedging Instruments under ASC 815 | |
Derivative [Line Items] | |
Number of warrants (in shares) | 1.4 |
DISCONTINUED OPERATIONS - Narra
DISCONTINUED OPERATIONS - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Operating cash flows used in discontinued operations | $ 0.6 | $ 0.5 |
Investing cash flows provided by discontinued operations | $ 0.6 | $ 0.5 |
DISCONTINUED OPERATIONS - Resul
DISCONTINUED OPERATIONS - Results of Discontinued Operations (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Income tax benefit | $ 0 | $ (0.4) | $ (0.5) |
Loss from discontinued operations | $ 0 | (0.6) | (0.7) |
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 | 0 | 0 | |
Operating expenses, net | (1) | (1.2) | |
Loss from discontinued operations, before income taxes | (1) | (1.2) | |
Income tax benefit | (0.4) | (0.5) | |
Loss from discontinued operations | $ (0.6) | $ (0.7) |
SUPPLEMENTAL CONDENSED CONSOL_3
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Condensed Consolidating Balance Sheets (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||||
Cash and cash equivalents | $ 20 | $ 22.6 | ||
Trade accounts receivable, net | 226.6 | 214.2 | ||
Inventories | 51.2 | 48.1 | ||
Other receivables | 18.4 | 19.2 | ||
Prepaid expenses and other | 7.9 | 7.6 | ||
Intercompany receivables | 0 | 0 | ||
Total current assets | 324.1 | 311.7 | ||
Property, plant and equipment, net | 680.2 | 636.3 | $ 337.4 | |
Goodwill | 239.3 | 204.7 | 133.3 | |
Intangible assets, net | 116.6 | 118.1 | ||
Investment in subsidiaries | 0 | 0 | ||
Long-term intercompany receivables | 0 | 0 | ||
Other assets | 11.1 | 5.3 | ||
Total assets | 1,371.3 | 1,276.1 | ||
Current liabilities: | ||||
Accounts payable | 125.8 | 117.1 | ||
Accrued liabilities | 96.3 | 65.4 | ||
Current maturities of long-term debt | 30.8 | 26 | ||
Intercompany payables | 0 | 0 | ||
Total current liabilities | 252.9 | 208.5 | ||
Long-term debt, net of current maturities | 683.3 | 667.4 | ||
Other long-term obligations and deferred credits | 54.8 | 93.3 | ||
Deferred income taxes | 43.1 | 4.8 | ||
Long-term intercompany payables | 0 | 0 | ||
Total liabilities | 1,034.1 | 974 | ||
Total shareholders' equity | 312.4 | 280.4 | ||
Non-controlling interest (Note 11) | 24.8 | 21.7 | ||
Total equity | 337.2 | 302.1 | $ 188.8 | $ 133.9 |
Total liabilities and equity | 1,371.3 | 1,276.1 | ||
Eliminations and Reclassifications | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | ||
Trade accounts receivable, net | 0 | 0 | ||
Inventories | 0 | 0 | ||
Other receivables | 0 | 0 | ||
Prepaid expenses and other | 0 | 0 | ||
Intercompany receivables | (10) | (14.6) | ||
Total current assets | (10) | (14.6) | ||
Property, plant and equipment, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Investment in subsidiaries | (604.1) | (544.3) | ||
Long-term intercompany receivables | (310) | (322.2) | ||
Other assets | 0 | (0.7) | ||
Total assets | (924.1) | (881.8) | ||
Current liabilities: | ||||
Accounts payable | 0 | 0 | ||
Accrued liabilities | 0 | 0 | ||
Current maturities of long-term debt | 0 | 0 | ||
Intercompany payables | (10) | (14.6) | ||
Total current liabilities | (10) | (14.6) | ||
Long-term debt, net of current maturities | 0 | 0 | ||
Other long-term obligations and deferred credits | 0 | 0 | ||
Deferred income taxes | 0 | (0.7) | ||
Long-term intercompany payables | (310) | (322.2) | ||
Total liabilities | (320) | (337.5) | ||
Total shareholders' equity | (604.1) | (544.3) | ||
Non-controlling interest (Note 11) | 0 | 0 | ||
Total equity | (604.1) | (544.3) | ||
Total liabilities and equity | (924.1) | (881.8) | ||
Parent | Reportable Legal Entities | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | ||
Trade accounts receivable, net | 0 | 0 | ||
Inventories | 0 | 0 | ||
Other receivables | 11.1 | 16.3 | ||
Prepaid expenses and other | 0 | 0 | ||
Intercompany receivables | 9.7 | 14.6 | ||
Total current assets | 20.8 | 30.9 | ||
Property, plant and equipment, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Investment in subsidiaries | 604.1 | 544.3 | ||
Long-term intercompany receivables | 308.9 | 322.2 | ||
Other assets | 0 | 0 | ||
Total assets | 933.8 | 897.4 | ||
Current liabilities: | ||||
Accounts payable | 0 | 0 | ||
Accrued liabilities | 4.7 | 6.7 | ||
Current maturities of long-term debt | 0.3 | 0 | ||
Intercompany payables | 0 | 0 | ||
Total current liabilities | 5 | 6.7 | ||
Long-term debt, net of current maturities | 615.5 | 608.2 | ||
Other long-term obligations and deferred credits | 0.9 | 2 | ||
Deferred income taxes | 0 | 0 | ||
Long-term intercompany payables | 0 | 0 | ||
Total liabilities | 621.4 | 616.9 | ||
Total shareholders' equity | 312.4 | 280.5 | ||
Non-controlling interest (Note 11) | 0 | 0 | ||
Total equity | 312.4 | 280.5 | ||
Total liabilities and equity | 933.8 | 897.4 | ||
Guarantor Subsidiaries | Reportable Legal Entities | ||||
Current assets: | ||||
Cash and cash equivalents | 10.8 | 7 | ||
Trade accounts receivable, net | 219.7 | 208.7 | ||
Inventories | 42.4 | 41 | ||
Other receivables | 7 | 2.6 | ||
Prepaid expenses and other | 7.1 | 7 | ||
Intercompany receivables | 0 | 0 | ||
Total current assets | 287 | 266.3 | ||
Property, plant and equipment, net | 468.3 | 416.9 | ||
Goodwill | 155.5 | 142.2 | ||
Intangible assets, net | 111.8 | 115.5 | ||
Investment in subsidiaries | 0 | 0 | ||
Long-term intercompany receivables | 0 | 0 | ||
Other assets | 10.8 | 4.4 | ||
Total assets | 1,033.4 | 945.3 | ||
Current liabilities: | ||||
Accounts payable | 122.4 | 115.5 | ||
Accrued liabilities | 83.2 | 53.1 | ||
Current maturities of long-term debt | 29.9 | 25.3 | ||
Intercompany payables | 0 | 0 | ||
Total current liabilities | 235.5 | 193.9 | ||
Long-term debt, net of current maturities | 67.6 | 58.5 | ||
Other long-term obligations and deferred credits | 51 | 88.7 | ||
Deferred income taxes | 22.4 | 5.5 | ||
Long-term intercompany payables | 188.7 | 195.3 | ||
Total liabilities | 565.2 | 541.9 | ||
Total shareholders' equity | 468.2 | 403.4 | ||
Non-controlling interest (Note 11) | 0 | 0 | ||
Total equity | 468.2 | 403.4 | ||
Total liabilities and equity | 1,033.4 | 945.3 | ||
Non-Guarantor Subsidiaries | Reportable Legal Entities | ||||
Current assets: | ||||
Cash and cash equivalents | 9.2 | 15.6 | ||
Trade accounts receivable, net | 6.9 | 5.5 | ||
Inventories | 8.8 | 7.1 | ||
Other receivables | 0.3 | 0.3 | ||
Prepaid expenses and other | 0.8 | 0.6 | ||
Intercompany receivables | 0.3 | 0 | ||
Total current assets | 26.3 | 29.1 | ||
Property, plant and equipment, net | 211.9 | 219.4 | ||
Goodwill | 83.8 | 62.5 | ||
Intangible assets, net | 4.8 | 2.6 | ||
Investment in subsidiaries | 0 | 0 | ||
Long-term intercompany receivables | 1.1 | 0 | ||
Other assets | 0.3 | 1.6 | ||
Total assets | 328.2 | 315.2 | ||
Current liabilities: | ||||
Accounts payable | 3.4 | 1.6 | ||
Accrued liabilities | 8.4 | 5.6 | ||
Current maturities of long-term debt | 0.6 | 0.7 | ||
Intercompany payables | 10 | 14.6 | ||
Total current liabilities | 22.4 | 22.5 | ||
Long-term debt, net of current maturities | 0.2 | 0.7 | ||
Other long-term obligations and deferred credits | 2.9 | 2.6 | ||
Deferred income taxes | 20.7 | 0 | ||
Long-term intercompany payables | 121.3 | 126.9 | ||
Total liabilities | 167.5 | 152.7 | ||
Total shareholders' equity | 135.9 | 140.8 | ||
Non-controlling interest (Note 11) | 24.8 | 21.7 | ||
Total equity | 160.7 | 162.5 | ||
Total liabilities and equity | $ 328.2 | $ 315.2 |
SUPPLEMENTAL CONDENSED CONSOL_4
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Condensed Consolidating Statements of Operations (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Condensed Income Statements, Captions [Line Items] | |||||||||||
Revenue | $ 370.1 | $ 404.3 | $ 404.2 | $ 327.8 | $ 341.3 | $ 354.6 | $ 340.9 | $ 299.1 | $ 1,506.4 | $ 1,336 | $ 1,168.2 |
Cost of goods sold before depreciation, depletion and amortization | 1,212.2 | 1,056.6 | 922.3 | ||||||||
Selling, general and administrative expenses | 126.5 | 119.2 | 100 | ||||||||
Depreciation, depletion and amortization | 91.8 | 67.8 | 54.9 | ||||||||
Change in value of contingent consideration | 0 | 7.9 | 5.2 | ||||||||
Impairments of goodwill and other assets | 1.3 | 6.2 | 0 | ||||||||
Loss (gain) on sale of business and assets, net | (15.3) | (0.7) | (1.4) | ||||||||
Operating income | 16.7 | 35 | 30.6 | 7.6 | (0.3) | 27.7 | 30.3 | 21.3 | 89.9 | 79 | 87.2 |
Interest expense, net | 46.4 | 42 | 27.7 | ||||||||
Derivative loss | 0 | 0.8 | 19.9 | ||||||||
Loss on extinguishment of debt | 0 | 0.1 | 12 | ||||||||
Other income, net | (4.6) | (2.5) | (3.2) | ||||||||
Income (loss) before income taxes, equity in earnings of subsidiaries and non-controlling interest | (48.1) | (38.6) | (30.8) | ||||||||
Income tax expense | 16.8 | 12.4 | 21.2 | ||||||||
Income from continuing operations | (2.9) | 24.3 | (2.2) | 7 | 31.3 | 26.2 | 9.6 | ||||
Loss from discontinued operations, net of taxes | 0 | (0.6) | (0.7) | ||||||||
Net income (loss) before equity in earnings of subsidiaries and non-controlling interest | 31.3 | 25.6 | 8.9 | ||||||||
Net income (loss) before equity in earnings of subsidiaries and non-controlling interest | 0 | 0 | 0 | ||||||||
Net income | 3.1 | 15.8 | 16.3 | (3.9) | (3) | 24.1 | (2.3) | 6.9 | 31.3 | 25.6 | 8.9 |
Less: Net income attributable to non-controlling interest | (1.3) | (0.1) | 0 | ||||||||
Net income attributable to U.S. Concrete | $ 2 | $ 15.6 | $ 16.3 | $ (3.9) | $ (3.1) | $ 24.1 | $ (2.3) | $ 6.9 | 30 | 25.5 | 8.9 |
Eliminations and Reclassifications | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
Cost of goods sold before depreciation, depletion and amortization | 0 | 0 | 0 | ||||||||
Selling, general and administrative expenses | 0 | 0 | 0 | ||||||||
Depreciation, depletion and amortization | 0 | 0 | 0 | ||||||||
Change in value of contingent consideration | 0 | 0 | 0 | ||||||||
Impairments of goodwill and other assets | 0 | 0 | |||||||||
Loss (gain) on sale of business and assets, net | 0 | 0 | 0 | ||||||||
Operating income | 0 | 0 | 0 | ||||||||
Interest expense, net | 0 | 0 | 0 | ||||||||
Derivative loss | 0 | 0 | |||||||||
Loss on extinguishment of debt | 0 | 0 | |||||||||
Other income, net | 0 | 0 | 0 | ||||||||
Income (loss) before income taxes, equity in earnings of subsidiaries and non-controlling interest | 0 | 0 | 0 | ||||||||
Income tax expense | 0 | 0 | 0 | ||||||||
Income from continuing operations | 0 | 0 | |||||||||
Loss from discontinued operations, net of taxes | 0 | 0 | |||||||||
Net income (loss) before equity in earnings of subsidiaries and non-controlling interest | 0 | 0 | 0 | ||||||||
Net income (loss) before equity in earnings of subsidiaries and non-controlling interest | (66.3) | (50.8) | (51.8) | ||||||||
Net income | (66.3) | (50.8) | (51.8) | ||||||||
Less: Net income attributable to non-controlling interest | 0 | 0 | |||||||||
Net income attributable to U.S. Concrete | (66.3) | (50.8) | |||||||||
Parent | Reportable Legal Entities | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
Cost of goods sold before depreciation, depletion and amortization | 0 | 0 | 0 | ||||||||
Selling, general and administrative expenses | 0 | 0 | 0 | ||||||||
Depreciation, depletion and amortization | 0 | 0 | 0 | ||||||||
Change in value of contingent consideration | 0.1 | 0.9 | 0.2 | ||||||||
Impairments of goodwill and other assets | 0 | 0 | |||||||||
Loss (gain) on sale of business and assets, net | 0 | 0 | 0 | ||||||||
Operating income | (0.1) | (0.9) | (0.2) | ||||||||
Interest expense, net | 39.5 | 39.8 | 25.9 | ||||||||
Derivative loss | 0.8 | 19.9 | |||||||||
Loss on extinguishment of debt | 0.1 | 12 | |||||||||
Other income, net | 1.2 | 0 | 0 | ||||||||
Income (loss) before income taxes, equity in earnings of subsidiaries and non-controlling interest | 40.8 | 41.6 | 58 | ||||||||
Income tax expense | (4.5) | (16.3) | (15.1) | ||||||||
Income from continuing operations | (25.3) | (42.9) | |||||||||
Loss from discontinued operations, net of taxes | 0 | 0 | |||||||||
Net income (loss) before equity in earnings of subsidiaries and non-controlling interest | (36.3) | (25.3) | (42.9) | ||||||||
Net income (loss) before equity in earnings of subsidiaries and non-controlling interest | 66.3 | 50.8 | 51.8 | ||||||||
Net income | 30 | 25.5 | 8.9 | ||||||||
Less: Net income attributable to non-controlling interest | 0 | 0 | |||||||||
Net income attributable to U.S. Concrete | 30 | 25.5 | |||||||||
Guarantor Subsidiaries | Reportable Legal Entities | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
Revenue | 1,394.4 | 1,311.6 | 1,147.6 | ||||||||
Cost of goods sold before depreciation, depletion and amortization | 1,130.8 | 1,034.3 | 904.6 | ||||||||
Selling, general and administrative expenses | 118.5 | 115.4 | 97.3 | ||||||||
Depreciation, depletion and amortization | 76.2 | 64.1 | 52.8 | ||||||||
Change in value of contingent consideration | (0.1) | 7 | 5 | ||||||||
Impairments of goodwill and other assets | 1.3 | 0 | |||||||||
Loss (gain) on sale of business and assets, net | (15.5) | (0.7) | (1.4) | ||||||||
Operating income | 83.2 | 91.5 | 89.3 | ||||||||
Interest expense, net | 3.7 | 1.6 | 1.8 | ||||||||
Derivative loss | 0 | 0 | |||||||||
Loss on extinguishment of debt | 0 | 0 | |||||||||
Other income, net | (3.7) | (2.5) | (3.2) | ||||||||
Income (loss) before income taxes, equity in earnings of subsidiaries and non-controlling interest | (83.2) | (92.4) | (90.7) | ||||||||
Income tax expense | 18.4 | 29 | 36.9 | ||||||||
Income from continuing operations | 63.4 | 53.8 | |||||||||
Loss from discontinued operations, net of taxes | (0.6) | (0.7) | |||||||||
Net income (loss) before equity in earnings of subsidiaries and non-controlling interest | 64.8 | 62.8 | 53.1 | ||||||||
Net income (loss) before equity in earnings of subsidiaries and non-controlling interest | 0 | 0 | 0 | ||||||||
Net income | 64.8 | 62.8 | 53.1 | ||||||||
Less: Net income attributable to non-controlling interest | 0 | 0 | |||||||||
Net income attributable to U.S. Concrete | 64.8 | 62.8 | |||||||||
Non-Guarantor Subsidiaries | Reportable Legal Entities | |||||||||||
Condensed Income Statements, Captions [Line Items] | |||||||||||
Revenue | 112 | 24.4 | 20.6 | ||||||||
Cost of goods sold before depreciation, depletion and amortization | 81.4 | 22.3 | 17.7 | ||||||||
Selling, general and administrative expenses | 8 | 3.8 | 2.7 | ||||||||
Depreciation, depletion and amortization | 15.6 | 3.7 | 2.1 | ||||||||
Change in value of contingent consideration | 0 | 0 | 0 | ||||||||
Impairments of goodwill and other assets | 0 | 6.2 | |||||||||
Loss (gain) on sale of business and assets, net | 0.2 | 0 | 0 | ||||||||
Operating income | 6.8 | (11.6) | (1.9) | ||||||||
Interest expense, net | 3.2 | 0.6 | 0 | ||||||||
Derivative loss | 0 | 0 | |||||||||
Loss on extinguishment of debt | 0 | 0 | |||||||||
Other income, net | (2.1) | 0 | 0 | ||||||||
Income (loss) before income taxes, equity in earnings of subsidiaries and non-controlling interest | (5.7) | 12.2 | 1.9 | ||||||||
Income tax expense | 2.9 | (0.3) | (0.6) | ||||||||
Income from continuing operations | (11.9) | (1.3) | |||||||||
Loss from discontinued operations, net of taxes | 0 | 0 | |||||||||
Net income (loss) before equity in earnings of subsidiaries and non-controlling interest | 2.8 | (11.9) | (1.3) | ||||||||
Net income (loss) before equity in earnings of subsidiaries and non-controlling interest | 0 | 0 | 0 | ||||||||
Net income | 2.8 | (11.9) | $ (1.3) | ||||||||
Less: Net income attributable to non-controlling interest | (1.3) | (0.1) | |||||||||
Net income attributable to U.S. Concrete | $ 1.5 | $ (12) |
SUPPLEMENTAL CONDENSED CONSOL_5
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Condensed Consolidating Statements of Cash Flows (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Condensed Cash Flow Statements, Captions [Line Items] | |||
Net cash (used in) provided by operating activities | $ 122.8 | $ 94.8 | $ 116 |
Cash flows from investing activities: | |||
Purchases of property, plant and equipment | (39.9) | (42.7) | (40.4) |
Payments related to acquisitions, net of cash acquired | (72.3) | (295.1) | (127.9) |
Proceeds from disposals of businesses and property, plant and equipment | 20.7 | 3.5 | 4.3 |
Purchases of environmental credits | (2.8) | 0 | 0 |
Insurance proceeds from property loss claims | 2.6 | 0 | 1.3 |
Investment in subsidiaries | 0 | 0 | 0 |
Net cash used in investing activities | (91.7) | (334.3) | (162.7) |
Cash flows from financing activities: | |||
Proceeds from revolver borrowings | 431.2 | 54.4 | 128.9 |
Repayments of revolver borrowings | (425.2) | (45.4) | (173.9) |
Proceeds from issuance of debt | 0 | 211.5 | 400 |
Repayments of debt | 0 | 0 | (200) |
Premium paid on early retirement of debt | 0 | 0 | (8.5) |
Proceeds from exercise of warrants and stock options | 0.1 | 2.7 | 0.3 |
Payments of other long-term obligations | (5.9) | (9) | (4.7) |
Payments for other financing | (29.6) | (20.3) | (13.4) |
Debt issuance costs | 0 | (4.5) | (7.8) |
Payments for share repurchases | (6.7) | 0 | 0 |
Other treasury share purchases | (1.9) | (3.1) | (2.9) |
Other proceeds | 4.6 | 0 | 0.6 |
Intercompany funding | 0 | 0 | 0 |
Net cash provided by (used in) financing activities | (33.4) | 186.3 | 118.6 |
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS | (0.3) | 0 | 0 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (2.6) | (53.2) | 71.9 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 22.6 | 75.8 | 3.9 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 20 | 22.6 | 75.8 |
Eliminations and Reclassifications | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Net cash (used in) provided by operating activities | (3.1) | 15.3 | 0 |
Cash flows from investing activities: | |||
Purchases of property, plant and equipment | 0 | 0 | 0 |
Payments related to acquisitions, net of cash acquired | 0 | 0 | 0 |
Proceeds from disposals of businesses and property, plant and equipment | 0 | 0 | 0 |
Purchases of environmental credits | 0 | ||
Insurance proceeds from property loss claims | 0 | 0 | |
Investment in subsidiaries | (6.5) | 1.8 | 1.5 |
Net cash used in investing activities | (6.5) | 1.8 | 1.5 |
Cash flows from financing activities: | |||
Proceeds from revolver borrowings | 0 | 0 | 0 |
Repayments of revolver borrowings | 0 | 0 | 0 |
Proceeds from issuance of debt | 0 | ||
Repayments of debt | 0 | ||
Premium paid on early retirement of debt | 0 | ||
Proceeds from exercise of warrants and stock options | 0 | 0 | 0 |
Payments of other long-term obligations | 0 | 0 | 0 |
Payments for other financing | 0 | 0 | 0 |
Debt issuance costs | 0 | 0 | |
Payments for share repurchases | 0 | ||
Other treasury share purchases | 0 | 0 | 0 |
Other proceeds | 0 | 0 | |
Intercompany funding | 9.6 | (17.1) | (1.5) |
Net cash provided by (used in) financing activities | 9.6 | (17.1) | (1.5) |
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS | 0 | 0 | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 0 | 0 | 0 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 0 | 0 | |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 0 | 0 | 0 |
Parent | Reportable Legal Entities | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Net cash (used in) provided by operating activities | (32.5) | (30.1) | (19.7) |
Cash flows from investing activities: | |||
Purchases of property, plant and equipment | 0 | 0 | 0 |
Payments related to acquisitions, net of cash acquired | 0 | (236.1) | 0 |
Proceeds from disposals of businesses and property, plant and equipment | 0 | 0 | 0 |
Purchases of environmental credits | 0 | ||
Insurance proceeds from property loss claims | 0 | 0 | |
Investment in subsidiaries | 6.5 | (1.8) | (1.5) |
Net cash used in investing activities | 6.5 | (237.9) | (1.5) |
Cash flows from financing activities: | |||
Proceeds from revolver borrowings | 431.2 | 54.4 | 128.9 |
Repayments of revolver borrowings | (425.2) | (45.4) | (173.9) |
Proceeds from issuance of debt | 211.5 | 400 | |
Repayments of debt | (200) | ||
Premium paid on early retirement of debt | (8.5) | ||
Proceeds from exercise of warrants and stock options | 0.1 | 2.7 | 0.3 |
Payments of other long-term obligations | (2.2) | (4.2) | (0.7) |
Payments for other financing | 0 | 0 | 0.2 |
Debt issuance costs | (4.5) | (7.8) | |
Payments for share repurchases | (6.7) | ||
Other treasury share purchases | (1.9) | (3.1) | (2.9) |
Other proceeds | 0 | 0 | |
Intercompany funding | 30.7 | 56.6 | (114.4) |
Net cash provided by (used in) financing activities | 26 | 268 | 21.2 |
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS | 0 | 0 | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 0 | 0 | 0 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 0 | 0 | 0 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 0 | 0 | 0 |
Guarantor Subsidiaries | Reportable Legal Entities | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Net cash (used in) provided by operating activities | 156.4 | 114.5 | 134.7 |
Cash flows from investing activities: | |||
Purchases of property, plant and equipment | (35.9) | (40) | (37.5) |
Payments related to acquisitions, net of cash acquired | (72.3) | (59) | (127.9) |
Proceeds from disposals of businesses and property, plant and equipment | 20.7 | 3.5 | 4.3 |
Purchases of environmental credits | 0 | ||
Insurance proceeds from property loss claims | 1.6 | 1.3 | |
Investment in subsidiaries | 0 | 0 | 0 |
Net cash used in investing activities | (85.9) | (95.5) | (159.8) |
Cash flows from financing activities: | |||
Proceeds from revolver borrowings | 0 | 0 | 0 |
Repayments of revolver borrowings | 0 | 0 | 0 |
Proceeds from issuance of debt | 0 | ||
Repayments of debt | 0 | ||
Premium paid on early retirement of debt | 0 | ||
Proceeds from exercise of warrants and stock options | 0 | 0 | 0 |
Payments of other long-term obligations | (3.7) | (4.8) | (4) |
Payments for other financing | (28.5) | (20.2) | (13.6) |
Debt issuance costs | 0 | 0 | |
Payments for share repurchases | 0 | ||
Other treasury share purchases | 0 | 0 | 0 |
Other proceeds | 4.6 | 0.6 | |
Intercompany funding | (39.2) | (62.6) | 113.9 |
Net cash provided by (used in) financing activities | (66.8) | (87.6) | 96.9 |
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS | 0 | 0 | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 3.7 | (68.6) | 71.8 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 7 | 75.6 | 3.8 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 10.7 | 7 | 75.6 |
Non-Guarantor Subsidiaries | Reportable Legal Entities | |||
Condensed Cash Flow Statements, Captions [Line Items] | |||
Net cash (used in) provided by operating activities | 2 | (4.9) | 1 |
Cash flows from investing activities: | |||
Purchases of property, plant and equipment | (4) | (2.7) | (2.9) |
Payments related to acquisitions, net of cash acquired | 0 | 0 | 0 |
Proceeds from disposals of businesses and property, plant and equipment | 0 | 0 | 0 |
Purchases of environmental credits | (2.8) | ||
Insurance proceeds from property loss claims | 1 | 0 | |
Investment in subsidiaries | 0 | 0 | 0 |
Net cash used in investing activities | (5.8) | (2.7) | (2.9) |
Cash flows from financing activities: | |||
Proceeds from revolver borrowings | 0 | 0 | 0 |
Repayments of revolver borrowings | 0 | 0 | 0 |
Proceeds from issuance of debt | 0 | ||
Repayments of debt | 0 | ||
Premium paid on early retirement of debt | 0 | ||
Proceeds from exercise of warrants and stock options | 0 | 0 | 0 |
Payments of other long-term obligations | 0 | 0 | 0 |
Payments for other financing | (1.1) | (0.1) | 0 |
Debt issuance costs | 0 | 0 | |
Payments for share repurchases | 0 | ||
Other treasury share purchases | 0 | 0 | 0 |
Other proceeds | 0 | 0 | |
Intercompany funding | (1.1) | 23.1 | 2 |
Net cash provided by (used in) financing activities | (2.2) | 23 | 2 |
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS | (0.3) | 0 | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (6.3) | 15.4 | 0.1 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 15.6 | 0.2 | 0.1 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ 9.3 | $ 15.6 | $ 0.2 |