Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 20, 2020 | |
Cover [Abstract] | ||
Entity Central Index Key | 0001073429 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-34530 | |
Entity Registrant Name | U.S. CONCRETE, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 76-0586680 | |
Entity Address, Address Line One | 331 N. Main Street, | |
Entity Address, City or Town | Euless | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 76039 | |
City Area Code | 817 | |
Local Phone Number | 835-4105 | |
Title of 12(b) Security | Common Stock, par value $0.001 | |
Trading Symbol | USCR | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 16,675,705 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 405.5 | $ 40.6 |
Trade accounts receivable, net | 232.4 | 233.1 |
Inventories | 68.9 | 59 |
Other receivables, net | 10.2 | 8.4 |
Prepaid expenses and other | 10.9 | 7.9 |
Total current assets | 727.9 | 349 |
Property, plant and equipment, net of accumulated depreciation, depletion and amortization of $342.7 as of September 30, 2020 and $289.9 as of December 31, 2019 | 786.7 | 673.5 |
Operating lease assets | 69.7 | 69.8 |
Goodwill | 239.5 | 239.5 |
Intangible assets, net | 76.6 | 92.4 |
Other assets | 15.3 | 9.1 |
Total assets | 1,915.7 | 1,433.3 |
Current liabilities: | ||
Accounts payable | 137.2 | 136.4 |
Accrued liabilities | 99.4 | 63.5 |
Current maturities of long-term debt | 435 | 32.5 |
Current operating lease liabilities | 14 | 12.9 |
Total current liabilities | 685.6 | 245.3 |
Long-term debt, net of current maturities | 667.8 | 654.8 |
Long-term operating lease liabilities | 59.1 | 59.7 |
Other long-term obligations and deferred credits | 45.5 | 49.1 |
Deferred income taxes | 56.1 | 54.8 |
Total liabilities | 1,514.1 | 1,063.7 |
Commitments and contingencies (Note 14) | ||
Equity: | ||
Additional paid-in capital | 361 | 348.9 |
Retained earnings | 54.8 | 31.1 |
Treasury stock, at cost | (37.9) | (36.6) |
Total shareholders' equity | 377.9 | 343.4 |
Non-controlling interest | 23.7 | 26.2 |
Total equity | 401.6 | 369.6 |
Total liabilities and equity | $ 1,915.7 | $ 1,433.3 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Property, plant and equipment, accumulated depreciation, depletion, and amortization | $ 342.7 | $ 289.9 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenue | $ 374.2 | $ 408.9 | $ 1,031.3 | $ 1,109.5 |
Cost of goods sold before depreciation, depletion and amortization | 283.9 | 321.2 | 807.9 | 886.4 |
Selling, general and administrative expenses | 32.1 | 32 | 97.5 | 103.3 |
Depreciation, depletion and amortization | 25.8 | 22.3 | 74.4 | 70.2 |
Change in value of contingent consideration | 0.1 | 0.3 | (5.4) | 1.6 |
Loss (gain) on sale/disposal of assets, net | 0 | (0.2) | (0.1) | 0.8 |
Operating income | 32.3 | 33.3 | 57 | 47.2 |
Interest expense, net | 12 | 11.6 | 34.8 | 34.8 |
Other income, net | (0.4) | (0.2) | (1.6) | (7.8) |
Income before income taxes | 20.7 | 21.9 | 23.8 | 20.2 |
Income tax expense (benefit) | (3.4) | 8.3 | (4) | 8.3 |
Net income | 24.1 | 13.6 | 27.8 | 11.9 |
Less: Net income attributable to non-controlling interest | 0.6 | 0.6 | 0.8 | 0.9 |
Net income attributable to U.S. Concrete | $ 23.5 | $ 13 | $ 27 | $ 11 |
Earnings per share attributable to U.S. Concrete: | ||||
Basic earnings per share (in dollars per share) | $ 1.42 | $ 0.79 | $ 1.63 | $ 0.67 |
Diluted earnings per share (in dollars per share) | $ 1.42 | $ 0.79 | $ 1.63 | $ 0.67 |
Weighted average shares outstanding: | ||||
Basic (in shares) | 16.6 | 16.5 | 16.6 | 16.4 |
Diluted (in shares) | 16.6 | 16.5 | 16.6 | 16.4 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF TOTAL EQUITY - USD ($) shares in Millions, $ in Millions | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Retained Earnings (Accumulated Deficit)Cumulative Effect, Period of Adoption, Adjustment | Treasury Stock | Total Shareholders' Equity | Total Shareholders' EquityCumulative Effect, Period of Adoption, Adjustment | Non-controlling Interest |
BALANCE, beginning of period (in shares) at Dec. 31, 2018 | 16.6 | |||||||||
BALANCE, beginning of period at Dec. 31, 2018 | $ 337.2 | $ 329.6 | $ 16.2 | $ (33.4) | $ 312.4 | $ 24.8 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Stock-based compensation | 0.6 | 1.7 | (1.1) | 0.6 | ||||||
Stock options exercised | 0.2 | 0.2 | 0.2 | |||||||
Net income (loss) | (2.6) | (2.7) | (2.7) | 0.1 | ||||||
BALANCE, end of period (in shares) at Mar. 31, 2019 | 16.6 | |||||||||
BALANCE, end of period at Mar. 31, 2019 | 335.4 | 331.5 | 13.5 | (34.5) | 310.5 | 24.9 | ||||
BALANCE, beginning of period (in shares) at Dec. 31, 2018 | 16.6 | |||||||||
BALANCE, beginning of period at Dec. 31, 2018 | 337.2 | 329.6 | 16.2 | (33.4) | 312.4 | 24.8 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Net income (loss) | 11.9 | |||||||||
BALANCE, end of period (in shares) at Sep. 30, 2019 | 16.7 | |||||||||
BALANCE, end of period at Sep. 30, 2019 | 363.5 | 346.2 | 27.2 | (35.6) | 337.8 | 25.7 | ||||
BALANCE, beginning of period (in shares) at Mar. 31, 2019 | 16.6 | |||||||||
BALANCE, beginning of period at Mar. 31, 2019 | 335.4 | 331.5 | 13.5 | (34.5) | 310.5 | 24.9 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Stock-based compensation (in shares) | 0.1 | |||||||||
Stock-based compensation | 8.3 | 9.4 | (1.1) | 8.3 | ||||||
Net income (loss) | 0.9 | 0.7 | 0.7 | 0.2 | ||||||
BALANCE, end of period (in shares) at Jun. 30, 2019 | 16.7 | |||||||||
BALANCE, end of period at Jun. 30, 2019 | 344.6 | 340.9 | 14.2 | (35.6) | 319.5 | 25.1 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Stock-based compensation | 5.3 | 5.3 | 5.3 | |||||||
Net income (loss) | 13.6 | 13 | 13 | 0.6 | ||||||
BALANCE, end of period (in shares) at Sep. 30, 2019 | 16.7 | |||||||||
BALANCE, end of period at Sep. 30, 2019 | 363.5 | 346.2 | 27.2 | (35.6) | 337.8 | 25.7 | ||||
BALANCE, beginning of period (in shares) at Dec. 31, 2019 | 16.7 | |||||||||
BALANCE, beginning of period at Dec. 31, 2019 | 369.6 | $ (3.3) | 348.9 | 31.1 | $ (3.3) | (36.6) | 343.4 | $ (3.3) | 26.2 | |
Increase (Decrease) in Stockholders' Equity | ||||||||||
Transfer of non-controlling interest (Note 9) | 0 | 3.3 | 3.3 | (3.3) | ||||||
Stock-based compensation | 2.6 | 3.7 | (1.1) | 2.6 | ||||||
Net income (loss) | (2.8) | (3.1) | (3.1) | 0.3 | ||||||
BALANCE, end of period (in shares) at Mar. 31, 2020 | 16.7 | |||||||||
BALANCE, end of period at Mar. 31, 2020 | $ 366.1 | 355.9 | 24.7 | (37.7) | 342.9 | 23.2 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201613Member | |||||||||
BALANCE, beginning of period (in shares) at Dec. 31, 2019 | 16.7 | |||||||||
BALANCE, beginning of period at Dec. 31, 2019 | $ 369.6 | $ (3.3) | 348.9 | 31.1 | $ (3.3) | (36.6) | 343.4 | $ (3.3) | 26.2 | |
Increase (Decrease) in Stockholders' Equity | ||||||||||
Net income (loss) | 27.8 | |||||||||
BALANCE, end of period (in shares) at Sep. 30, 2020 | 16.7 | |||||||||
BALANCE, end of period at Sep. 30, 2020 | $ 401.6 | 361 | 54.8 | (37.9) | 377.9 | 23.7 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201613Member | |||||||||
BALANCE, beginning of period (in shares) at Mar. 31, 2020 | 16.7 | |||||||||
BALANCE, beginning of period at Mar. 31, 2020 | $ 366.1 | 355.9 | 24.7 | (37.7) | 342.9 | 23.2 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Stock-based compensation | 2.3 | 2.5 | (0.2) | 2.3 | ||||||
Net income (loss) | 6.5 | 6.6 | 6.6 | (0.1) | ||||||
BALANCE, end of period (in shares) at Jun. 30, 2020 | 16.7 | |||||||||
BALANCE, end of period at Jun. 30, 2020 | 374.9 | 358.4 | 31.3 | (37.9) | 351.8 | 23.1 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Stock-based compensation | 2.6 | 2.6 | 2.6 | |||||||
Net income (loss) | 24.1 | 23.5 | 23.5 | 0.6 | ||||||
BALANCE, end of period (in shares) at Sep. 30, 2020 | 16.7 | |||||||||
BALANCE, end of period at Sep. 30, 2020 | $ 401.6 | $ 361 | $ 54.8 | $ (37.9) | $ 377.9 | $ 23.7 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ 27.8 | $ 11.9 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation, depletion and amortization | 74.4 | 70.2 |
Amortization of debt issuance costs | 1.6 | 1.3 |
Change in value of contingent consideration | (5.4) | 1.6 |
Gains from eminent domain matter and property insurance claims | 0 | (6) |
Deferred income taxes | 2.1 | 2 |
Provision for doubtful accounts and customer disputes | 1.7 | 2.2 |
Stock-based compensation | 8.8 | 16.4 |
Other, net | (1.3) | (0.2) |
Changes in assets and liabilities, excluding effects of acquisitions: | ||
Accounts receivable | (3.4) | (33.9) |
Inventories | (2) | (2.7) |
Prepaid expenses and other current assets | (4.4) | 2.9 |
Other assets and liabilities | 9.8 | (1.3) |
Accounts payable and accrued liabilities | 35.7 | 27.7 |
Net cash provided by operating activities | 145.4 | 92.1 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property, plant and equipment | (17.5) | (28.6) |
Payment for acquisition of business | (141.8) | 0 |
Proceeds from sale of property, plant and equipment | 0.7 | 1.2 |
Proceeds from eminent domain matter and property insurance claims | 0 | 6 |
Net cash used in investing activities | (158.6) | (21.4) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of debt | 400 | 0 |
Proceeds from revolver borrowings | 347.9 | 273.3 |
Repayments of revolver borrowings | (347.9) | (277.2) |
Payments for acquisition-related liabilities | (10) | (33.4) |
Payments for finance leases, promissory notes and other | (17.7) | (24.2) |
Proceeds from finance leases and other | 14.5 | 0.2 |
Debt issuance costs | (7.5) | 0 |
Shares redeemed for employee income tax obligations | (1.2) | (2.2) |
Net cash provided by (used in) financing activities | 378.1 | (63.5) |
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS | 0 | (0.2) |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 364.9 | 7 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 40.6 | 20 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 405.5 | 27 |
Supplemental Disclosure of Cash Flow Information: | ||
Net cash paid for interest | 23.7 | 24.4 |
Net cash paid for (refund from) income taxes | (9.1) | 2.5 |
Supplemental Disclosure of Non-cash Investing and Financing Activities: | ||
Capital expenditures funded by finance leases and promissory notes | 23.9 | 19.4 |
Acquisitions funded by deferred consideration | 1.7 | 0 |
Transfer of non-controlling interest | $ 3.3 | $ 0 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Millions | Sep. 30, 2020 | Feb. 24, 2020 |
Coram Material Corp. | ||
Accounts payable | $ 0.6 | $ 0.6 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements include the accounts of U.S. Concrete, Inc. and its subsidiaries (collectively, "we," "us," "our," the "Company," or "U.S. Concrete") and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") for reporting interim financial information. Some information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP") have been condensed or omitted pursuant to the SEC’s rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes in our Annual Report on Form 10-K for the year ended December 31, 2019 (the "2019 10-K"). In the opinion of our management, all material adjustments necessary to state fairly the information in our unaudited condensed consolidated financial statements have been included. All adjustments are of a normal, recurring nature. All amounts are presented in United States dollars, unless otherwise noted. Certain computations may be impacted by the effect of rounding in this report. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year due to the impact of the coronavirus ("COVID-19") pandemic, weather patterns, and general economic conditions in our markets. Certain reclassifications have been made to prior year amounts to conform with the current year presentation. The preparation of financial statements and accompanying notes in conformity with 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. We base our estimates on the information available at the time, our experiences and various other assumptions believed to be reasonable under the circumstances, including estimates of the impact of the COVID-19 pandemic. Actual results could differ from those estimates, including the impact of the COVID-19 pandemic. Estimates and assumptions that we consider significant in the preparation of our financial statements include those related to our business combinations, goodwill, intangibles, accruals for self-insurance, income taxes, valuation of contingent consideration, allowance for doubtful accounts, the valuation of inventory and the valuation and useful lives of property, plant and equipment. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | SIGNIFICANT ACCOUNTING POLICIES Our significant accounting policies, including a description of our business combination valuation methodologies, are included in Note 1 to the consolidated financial statements in our 2019 10-K. The policies that follow primarily represent updates to certain of our policies or disclosures since January 1, 2020. Credit Losses. Effective January 1, 2020, we adopted Financial Accounting Standards Board ("FASB") Accounting Standards Codification 326, 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. We utilize liens or other legal remedies in our collection efforts of certain accounts receivable. Each reporting period, we evaluate the collectability of the receivables and record an allowance for doubtful accounts and customer disputes for our estimated 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 and reflected as a reduction to the allowance if and when we determine the receivable will not be collected. 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. For accounts receivable balances as of and prior to December 31, 2019, our estimate of allowance for doubtful accounts was based on our estimated probable losses. Beginning January 1, 2020, upon our adoption of ASC 326, our allowance for doubtful accounts is based on our estimated expected losses, and the underlying evaluations include analysis of forward-looking information, including economic conditions. Fair Value Measurements. As of January 1, 2020, we adopted a FASB update to disclosure requirements for fair value measurement, which removed, modified and added certain disclosure requirements related to fair value measurements covered in Topic 820, "Fair Value Measurement." The adoption of this update did not have a material impact on the consolidated financial statements. See Note 10 for additional information. Subsidiary Guarantees. In March 2020, the SEC adopted amendments to the financial disclosure requirements applicable to registered debt offerings that include credit enhancements, such as subsidiary guarantees, in Rule 3-10 of Regulation S-X. The amended rule focuses on providing material, relevant and decision-useful information regarding guarantees and other credit enhancements, while eliminating certain prescriptive requirements. The Company adopted these amendments as of March 31, 2020. Accordingly, combined summarized financial information has been presented only for the issuers and guarantors of our registered securities for the most recent fiscal year and the year-to-date interim period, and the required disclosures have been moved from the notes to these condensed consolidated financial statements to Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Leases. During the nine months ended September 30, 2020, we entered into agreements for a deferral of certain finance lease payments and either extended maturity dates by 90 days, increased future monthly payments for additional interest, or agreed to pay the deferred amount in lump sum at maturity. The agreements were entered into to help mitigate the cash flow impact from the COVID-19 pandemic. In April 2020, the FASB issued interpretive guidance providing companies with the option to elect to account for lease concessions related to the effects of the COVID-19 pandemic as though the enforceable rights and obligations existed in the original lease. Entities may make the elections as long as the concession does not result in a substantial increase in the rights of the lessor or the obligations of the lessee. For concessions that provide a deferral of payments with no substantive changes to the consideration in the original contract, we can evaluate whether to account for these concessions (1) as if there were no changes made to the lease agreement and accordingly, continue to recognize expense and increase accounts payable, (2) as a resolution of a contingency that fixes previously variable lease payments and remeasure the lease liability without reconsideration of the lease classification, or (3) as negative variable lease payments and accordingly, negative lease expense. We elected to account for the lease payment deferrals as a resolution of a contingency that fixes previously variable lease payments and remeasure the lease obligations, with no reconsideration of lease classification during the quarter ended June 30, 2020. As of September 30, 2020, we expect to repay the remaining $6.2 million deferred amount over the next 5.4 years. Debt. During the nine months ended September 30, 2020, we entered into agreements to defer certain promissory note payments and extend maturity dates by 90 days to mitigate the cash flow impact from the COVID-19 pandemic. The promissory note deferrals resulted in changes to the effective interest rates of these agreements. As of September 30, 2020, we expect to repay the remaining $2.1 million deferred amount over the next 3.3 years. |
BUSINESS COMBINATION
BUSINESS COMBINATION | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATION | BUSINESS COMBINATION On February 24, 2020, we acquired all of the equity of Coram Materials Corp. and certain of its affiliates (collectively, "Coram Materials"). Coram Materials is a sand and gravel products provider located on Long Island in New York. This acquisition increased the vertical integration of our New York City operations. The acquisition of all of the equity of Coram Materials (the "Coram Acquisition") was accounted for as a business combination. We funded the initial cash purchase consideration through borrowings under our Revolving Facility (as defined in Note 7 ). The combined assets acquired through the Coram Acquisition included an aggregates facility with 330 acres of land, including 180 mining acres containing approximately 41.9 million tons of in-place, proven and permitted aggregate reserves and approximately 7.5 million tons of in-place, proven, but unpermitted reserves. To effect this transaction, we incurred $0.6 million of transaction costs, which were included in selling and general administrative expenses in our condensed consolidated statements of operations for the nine months ended September 30, 2020. Our accounting for the Coram Acquisition is preliminary. We expect to record adjustments as we accumulate information needed to estimate the fair value of assets acquired and liabilities assumed including working capital and property, plant and equipment. The fair value of acquired receivables, inventory, machinery and equipment, land and buildings are based on inputs derived principally from, or corroborated by, observable market data (i.e., Level 2 inputs). The fair value of machinery and equipment, land and buildings was based on a market valuation approach or a cost valuation approach when a market valuation approach was unavailable. The estimates used for determining the fair value of the mineral reserves were unobservable and significant to the overall measurement (i.e., Level 3 inputs). The fair value of the mineral reserves was determined using an excess earnings approach, which required management to estimate future cash flows, net of capital investments in the specific operation. Management’s cash flow projections involved the use of significant estimates and assumptions with respect to the expected production of the aggregate facility over the estimated time period, sales prices, shipment volumes, and expected profit margins. The present value of the projected net cash flows represents the preliminary fair value assigned to mineral reserves. The discount rate is a significant assumption used in the valuation model. The total consideration for the Coram Acquisition and the amounts related to the assets acquired and liabilities assumed based on the estimated fair values as of the acquisition date were as follows: ($ in millions) Coram Materials Accounts receivable (1) $ 2.0 Inventory 10.0 Other current assets 0.3 Property, plant and equipment 130.9 Total assets acquired 143.2 Current liabilities 0.1 Other long-term liabilities 0.2 Total liabilities assumed 0.3 Total consideration (fair value) (2) $ 142.9 (1) The aggregate fair value of the acquired accounts receivable approximated the aggregate gross contractual amount. (2) Consisted of a $140.2 million initial cash payment, a $1.7 million present value of deferred consideration, and a $1.6 million working capital adjustment paid in August 2020, less a $0.6 million settlement of accounts payable owed by the Company to Coram Materials at the acquisition date. The total amount of deferred consideration was $2.0 million, which is payable over two years. Impact of Coram Acquisition During the three months ended September 30, 2020, the Coram Materials business generated revenue of $10.2 million, including intersegment sales of $4.4 million, and generated operating income of $6.3 million. During the period from the acquisition date to September 30, 2020, the Coram Materials business generated revenue of $19.8 million, including intersegment sales of $8.1 million, and generated operating income of $7.4 million. The results of this acquired business are included in our aggregate products segment. The unaudited pro forma consolidated financial results shown below represent our estimate of the Company's results of operations as if the Coram Acquisition had been completed on January 1, 2019. Three Months Ended Nine Months Ended ($ in millions except per share) 2020 2019 2020 2019 Revenue $ 374.2 $ 413.2 $ 1,033.4 $ 1,122.8 Net income attributable to U.S. Concrete $ 24.6 $ 13.1 $ 32.3 $ 11.3 Net income per share attributable to U.S. Concrete - basic $ 1.48 $ 0.79 $ 1.95 $ 0.69 Net income per share attributable to U.S. Concrete - diluted $ 1.48 $ 0.79 $ 1.95 $ 0.69 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 Coram Materials, 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 Coram Acquisition occurred on January 1, 2019 and do not reflect any operational efficiencies or potential cost savings that may occur as a result of the consolidation of these operations. The unaudited pro forma amounts above reflect the following adjustments: Three Months Ended Nine Months Ended ($ in millions) 2020 2019 2020 2019 Decrease (increase) in cost of goods sold related to fair value increase in inventory $ 0.4 $ (1.1) $ 4.6 $ (3.2) Decrease (increase) in depreciation, depletion and amortization expense — (1.2) (0.9) (3.7) Exclusion of buyer transaction costs — — 0.6 — Exclusion of seller transaction costs — — 0.3 — Increase in interest expense — (1.3) (0.8) (4.0) Decrease (increase) in income tax expense 0.6 (0.3) (0.5) (1.0) |
ALLOWANCE FOR DOUBTFUL ACCOUNTS
ALLOWANCE FOR DOUBTFUL ACCOUNTS AND CUSTOMER DISPUTES | 9 Months Ended |
Sep. 30, 2020 | |
Credit Loss [Abstract] | |
ALLOWANCE FOR DOUBTFUL ACCOUNTS AND CUSTOMER DISPUTES | ALLOWANCE FOR DOUBTFUL ACCOUNTS AND CUSTOMER DISPUTES ($ in millions) Balance, December 31, 2019 $ 4.0 Cumulative effect of the adoption of ASC 326 4.5 Balance, January 1, 2020 8.5 Provision for doubtful accounts and customer disputes 1.7 Uncollectible receivables written off, net of recoveries (2.8) Other adjustments (0.5) Balance, September 30, 2020 $ 6.9 |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES ($ in millions) September 30, 2020 December 31, 2019 Raw materials $ 63.0 (1) $ 53.4 Building materials for resale 3.9 3.6 Other 2.0 2.0 Total $ 68.9 $ 59.0 (1) Excludes $2.1 million of inventory that was classified as long-term because it was not expected to be sold in the next 12 months. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill We perform our annual goodwill impairment testing in the fourth quarter of each year. In addition to the annual impairment test, we are required to regularly assess whether a triggering event has occurred that would require interim impairment testing. We determined that the significant decline in the overall financial markets, including U.S. Concrete's market capitalization, as a result of the COVID-19 pandemic qualified as a triggering event that warranted further analysis to determine if there was an impairment loss as of March 31, 2020. As allowed, we elected to perform a qualitative assessment for our reporting units to assess whether it was more likely than not that the goodwill was impaired as of March 31, 2020. Considering the existing excess fair value identified in our 2019 impairment assessment, our qualitative assessment included a review of our previous forecasts, assumptions and analyses in light of more current information such as: (1) projected revenues, expenses and cash flows, including the expected duration and extent of impact to our business and our customers from the COVID-19 pandemic; (2) current discount rates; (3) the reduction in our market capitalization; and (4) changes to the regulatory environment. Based on the qualitative assessment, we determined that it was more likely than not that the goodwill was not impaired. As a result, no quantitative assessment was necessary. Based on the qualitative assessment earlier in the year, combined with an improvement of financial market conditions and the Company's market capitalization, we determined that no further interim asset impairment testing was needed as of September 30, 2020. The goodwill balance was as follows: ($ in millions) September 30, 2020 December 31, 2019 Goodwill, gross $ 245.3 $ 245.3 Accumulated impairment (5.8) (5.8) Goodwill, net $ 239.5 $ 239.5 Goodwill by reportable segment was as follows: ($ in millions) September 30, 2020 December 31, 2019 Ready-mixed concrete $ 150.0 $ 150.0 Aggregate products 86.2 86.2 Other non-reportable segments 3.3 3.3 Goodwill, net $ 239.5 $ 239.5 Other Intangible Assets September 30, 2020 ($ in millions) Gross Accumulated Amortization Net Weighted Average Remaining Life Definite-lived intangible assets Customer relationships $ 105.0 $ (67.7) $ 37.3 3.4 Trade names 40.3 (10.9) 29.4 18.5 Non-competes 8.2 (6.4) 1.8 2.2 Leasehold interests 12.5 (8.1) 4.4 3.9 Environmental credits 2.8 (0.3) 2.5 15.3 Total definite-lived intangible assets 168.8 (93.4) 75.4 9.6 Indefinite-lived intangible assets Land rights 1.2 — 1.2 Total purchased intangible assets $ 170.0 $ (93.4) $ 76.6 December 31, 2019 ($ in millions) Gross Accumulated Amortization Net Weighted Average Remaining Life Definite-lived intangible assets Customer relationships $ 108.5 $ (59.7) $ 48.8 3.9 Trade names 44.5 (13.6) 30.9 19.1 Non-competes 18.3 (15.3) 3.0 2.4 Leasehold interests 12.5 (6.7) 5.8 5.4 Favorable contracts 4.0 (3.9) 0.1 0.9 Environmental credits 2.8 (0.2) 2.6 16.0 Total definite-lived intangible assets 190.6 (99.4) 91.2 9.4 Indefinite-lived intangible assets Land rights 1.2 — 1.2 Total purchased intangible assets $ 191.8 $ (99.4) $ 92.4 As of September 30, 2020, the estimated remaining amortization of our definite-lived intangible assets was as follows (in millions): 2020 (remainder of the year) $ 5.2 2021 18.7 2022 12.8 2023 6.4 2024 6.1 Thereafter 26.2 Total $ 75.4 |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT ($ in millions) September 30, 2020 December 31, 2019 6.375% senior unsecured notes due 2024 and unamortized premium (1) $ 605.7 $ 606.8 5.125% senior unsecured notes due 2029 (2) 400.0 — Asset based revolving credit facility — — Delayed draw term loan facility — — Finance leases 92.5 67.3 Promissory notes 15.9 20.4 Debt issuance costs (11.3) (7.2) Total debt 1,102.8 687.3 Less: current maturities (435.0) (32.5) Long-term debt, net of current maturities $ 667.8 $ 654.8 (1) The effective interest rate for these notes was 6.56% as of both September 30, 2020 and December 31, 2019. (2) The effective interest rate for these notes was equal to the stated rate. Senior Unsecured Notes On September 23, 2020, we completed a private offering of $400.0 million aggregate principal amount of 5.125% senior unsecured notes due 2029 (the "2029 Notes"). In connection with issuing the 2029 Notes, we incurred $6.1 million of debt issuance costs. In October 2020, we used the net proceeds from the offering plus borrowings from our Revolving Facility (as defined below) to redeem $400.0 million of our outstanding 6.375% senior unsecured notes due 2024 (the "2024 Notes") at a price of 103.188%. We incurred a $12.5 million pre-tax loss on the partial redemption of the 2024 Notes, which includes the redemption premium of $12.8 million and a $3.5 million write-off of pro rata unamortized debt issuance costs, net of $3.8 million of pro rata unamortized premium, which will be recognized in the fourth quarter of 2020. The 2029 Notes are governed by an indenture (the "2029 Indenture") dated as of September 23, 2020, among U.S. Concrete, Inc. (the "Issuer"), as issuer, the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee. The 2029 Notes accrue interest at a rate of 5.125% per annum. We will pay interest on the 2029 Notes on March 1 and September 1 of each year, beginning on March 1, 2021. The 2029 Notes mature on March 1, 2029, and are redeemable at our option prior to maturity at prices specified in the 2029 Indenture. The 2029 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 2029 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 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. Our obligations under the 2029 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 or our restricted subsidiaries (other than foreign restricted subsidiaries that guarantee only indebtedness incurred by another foreign subsidiary). The Issuer does not have any independent assets or operations, and the 2029 Notes are not guaranteed by any of the Issuer's direct or indirect foreign subsidiaries (or any domestic subsidiaries of any such foreign subsidiaries), U.S. Virgin Islands subsidiaries or domestic subsidiaries that are not wholly owned. There are no significant restrictions on the ability of the Issuer or any guarantor to obtain funds from its subsidiaries by dividend or loan. The 2029 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, the Credit Facility (as defined below) and our finance leases, 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, the Credit Facility, the 2024 Notes and our finance leases; and structurally subordinated to all existing and future indebtedness and other claims and liabilities, including trade payables and preferred stock, of any non-guarantor subsidiaries. Asset Based Revolving Credit Facility As of September 30, 2020, we had $1.1 million of undrawn standby letters of credit under our senior secured credit facility ("Revolving Facility"). Loans under the Revolving Facility are in the form of either base rate loans or London Interbank Offered Rate ("LIBOR") loans denominated in U.S. dollars. The interest rate for loans under the Revolving Facility was 3.50% as of September 30, 2020. Our actual maximum credit availability under the Revolving Facility varies from time to time and is determined by calculating the value of our eligible accounts receivable, inventory, mixer trucks and machinery, minus reserves imposed by the lenders and certain other adjustments. Our availability under the Revolving Facility at September 30, 2020 was $240.4 million. We are required, upon the occurrence of certain events, to maintain a fixed charge coverage ratio of at least 1.0 to 1.0 for each period of 12 calendar months. The Revolving Facility is secured by a first priority lien and security interest on substantially all of our and our guarantor subsidiaries’ personal property (the "Revolving Facility Collateral"). The agreement governing the Revolving Facility contains customary representations, warranties, covenants and events of default. As of September 30, 2020, we were in compliance with all covenants under the loan agreement that governs the Revolving Facility. On July 30, 2020, we elected to reduce the commitment amount of the Revolving Facility from $350.0 million to $300.0 million effective August 4, 2020. The reduction did not result in any change in our total available liquidity. Delayed Draw Term Loan Facility On April 17, 2020, we entered into a secured delayed draw term loan agreement (the "Agreement") with certain subsidiaries as guarantors thereto, Bank of America, N.A. as administrative agent and collateral agent, and the lenders and other parties named therein. The Agreement provided for an initial $180.0 million delayed draw term loan facility (the "Credit Facility") that was reduced to $179.6 million as of September 30, 2020, as permitted borrowings are reduced by approximately $0.4 million each quarter through September 30, 2021. The Agreement permits borrowings until December 15, 2021, and any such borrowings will mature May 1, 2025 (subject to a springing maturity on March 1, 2024 to the extent any of our 2024 Notes remain outstanding on such date). In connection with entering into the Agreement, we incurred $2.9 million of debt issuance costs, the unamortized portion of which was included in other assets on the Company's condensed consolidated balance sheet as of September 30, 2020, because there were no outstanding borrowings under the Credit Facility. We entered into the Agreement to enhance our liquidity and financial flexibility. |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
LEASES | LEASES Supplemental balance sheet information related to leases was as follows: ($ in millions) Balance Sheet Classification September 30, 2020 December 31, 2019 Assets: Operating Operating lease assets $ 69.7 $ 69.8 Finance Property, plant and equipment, net 114.7 (1) 91.5 (2) Total lease assets $ 184.4 $ 161.3 Liabilities: Operating Current operating lease liabilities $ 14.0 $ 12.9 Finance Current maturities of long-term debt 27.5 24.2 Operating Long-term operating lease liabilities 59.1 59.7 Finance Long-term debt, net of current maturities 65.0 43.1 Total lease liabilities $ 165.6 $ 139.9 (1) Net of $35.1 million of accumulated amortization. (2) Net of $29.4 million of accumulated amortization. Supplemental statement of operations information related to leases was as follows: Three Months Ended Nine Months Ended ($ in millions) 2020 2019 2020 2019 Operating lease cost Cost of goods sold before depreciation, depletion and amortization $ 4.7 $ 6.0 $ 15.0 $ 18.0 Selling, general and administrative expenses 0.7 0.8 2.1 1.8 Total operating lease cost 5.4 (1) 6.8 (2) 17.1 (3) 19.8 (4) Finance lease cost Depreciation, depletion and amortization 4.3 3.0 11.9 8.6 Interest expense, net 0.8 0.6 2.3 1.9 Total finance lease cost 5.1 3.6 14.2 10.5 Total lease cost $ 10.5 $ 10.4 $ 31.3 $ 30.3 (1) Included short-term lease and variable lease costs of $1.0 million. (2) Included short-term lease and variable lease costs of $1.9 million. (3) Included short-term lease and variable lease costs of $3.7 million. (4) Included short-term lease and variable lease costs of $5.2 million. Maturities of lease liabilities were as follows: ($ in millions) Operating Leases Finance Leases 2020 (remainder of year) $ 4.3 $ 7.8 2021 17.1 29.1 2022 14.0 24.4 2023 12.3 18.5 2024 11.5 11.5 2025 9.3 6.3 Thereafter 20.3 1.4 Total lease payments 88.8 99.0 Less interest 15.7 6.5 Present value of lease liabilities $ 73.1 $ 92.5 Lease term and discount rate were as follows: September 30, 2020 December 31, 2019 Weighted average remaining lease term (years): Operating leases 6.5 6.6 Finance leases 3.8 3.4 Weighted average discount rate: Operating leases 5.5 % 6.2 % Finance leases 3.5 % 3.8 % Supplemental cash flow information related to leases was as follows: Nine Months Ended ($ in millions) 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 12.9 $ 14.0 Operating cash flows for finance leases 2.3 1.9 Financing cash flows for finance leases 13.3 16.2 Net assets obtained in exchange for finance lease liabilities 23.9 17.1 Net right-of-use assets obtained in exchange for operating lease liabilities 10.2 4.7 |
LEASES | LEASES Supplemental balance sheet information related to leases was as follows: ($ in millions) Balance Sheet Classification September 30, 2020 December 31, 2019 Assets: Operating Operating lease assets $ 69.7 $ 69.8 Finance Property, plant and equipment, net 114.7 (1) 91.5 (2) Total lease assets $ 184.4 $ 161.3 Liabilities: Operating Current operating lease liabilities $ 14.0 $ 12.9 Finance Current maturities of long-term debt 27.5 24.2 Operating Long-term operating lease liabilities 59.1 59.7 Finance Long-term debt, net of current maturities 65.0 43.1 Total lease liabilities $ 165.6 $ 139.9 (1) Net of $35.1 million of accumulated amortization. (2) Net of $29.4 million of accumulated amortization. Supplemental statement of operations information related to leases was as follows: Three Months Ended Nine Months Ended ($ in millions) 2020 2019 2020 2019 Operating lease cost Cost of goods sold before depreciation, depletion and amortization $ 4.7 $ 6.0 $ 15.0 $ 18.0 Selling, general and administrative expenses 0.7 0.8 2.1 1.8 Total operating lease cost 5.4 (1) 6.8 (2) 17.1 (3) 19.8 (4) Finance lease cost Depreciation, depletion and amortization 4.3 3.0 11.9 8.6 Interest expense, net 0.8 0.6 2.3 1.9 Total finance lease cost 5.1 3.6 14.2 10.5 Total lease cost $ 10.5 $ 10.4 $ 31.3 $ 30.3 (1) Included short-term lease and variable lease costs of $1.0 million. (2) Included short-term lease and variable lease costs of $1.9 million. (3) Included short-term lease and variable lease costs of $3.7 million. (4) Included short-term lease and variable lease costs of $5.2 million. Maturities of lease liabilities were as follows: ($ in millions) Operating Leases Finance Leases 2020 (remainder of year) $ 4.3 $ 7.8 2021 17.1 29.1 2022 14.0 24.4 2023 12.3 18.5 2024 11.5 11.5 2025 9.3 6.3 Thereafter 20.3 1.4 Total lease payments 88.8 99.0 Less interest 15.7 6.5 Present value of lease liabilities $ 73.1 $ 92.5 Lease term and discount rate were as follows: September 30, 2020 December 31, 2019 Weighted average remaining lease term (years): Operating leases 6.5 6.6 Finance leases 3.8 3.4 Weighted average discount rate: Operating leases 5.5 % 6.2 % Finance leases 3.5 % 3.8 % Supplemental cash flow information related to leases was as follows: Nine Months Ended ($ in millions) 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 12.9 $ 14.0 Operating cash flows for finance leases 2.3 1.9 Financing cash flows for finance leases 13.3 16.2 Net assets obtained in exchange for finance lease liabilities 23.9 17.1 Net right-of-use assets obtained in exchange for operating lease liabilities 10.2 4.7 |
NON-CONTROLLING INTEREST
NON-CONTROLLING INTEREST | 9 Months Ended |
Sep. 30, 2020 | |
Noncontrolling Interest [Abstract] | |
NON-CONTROLLING INTEREST | NON-CONTROLLING INTEREST Through our ownership of Polaris Materials Corp., we previously held a 70% interest in Eagle Rock Materials Ltd. ("Eagle Rock"), which was originally formed to develop the Eagle Rock quarry project in British Columbia, Canada. During the nine months ended September 30, 2020, all ownership interest in Eagle Rock reverted back to the Company, such that Eagle Rock is now a wholly owned subsidiary. This resulted in the elimination of the previously recorded $3.3 million Eagle Rock non-controlling interest. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The methodologies and the fair value measurement levels used to determine the fair value of our financial assets and liabilities at September 30, 2020 were the same as those used at December 31, 2019. The following table provides a reconciliation of the changes in Level 3 fair value measurements: ($ in millions) Contingent Consideration Balance at December 31, 2019 $ 27.2 Change in valuation (5.4) (1) Payments (10.7) Balance at September 30, 2020 $ 11.1 (2) (1) Resulted primarily from changes in management projections of EBITDA. (2) Includes $8.5 million present value for a payout to be made in 2021 for which the performance threshold has been met. The maximum potential payment of all contingent consideration outstanding as of September 30, 2020 was $18.0 million, the majority of which would be due and payable through April 2022 based on achievement of maximum EBITDA targets. The weighted average discount rate used in the September 30, 2020 valuation was 5.0%. Other Financial Instruments |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [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 September 30, 2020, there were approximately 78,000 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 We recognized stock-based compensation expense of $2.6 million and $8.8 million during the three and nine months ended September 30, 2020, respectively, and $5.3 million and $16.4 million during the three and nine months ended September 30, 2019, respectively. Stock-based compensation expense is reflected in selling, general and administrative expenses in our condensed consolidated statements of operations. 2020 Restricted Stock Unit Grant On March 1, 2020, the Compensation Committee of the Board of Directors approved grants of 0.4 million restricted stock units (the "2020 RSU Grant"). The 2020 RSU Grant consisted of a 60% time-vested component that vests annually over a three-year period and a 40% stock performance hurdle component. The stock performance hurdle component triggers vesting upon our stock price reaching certain thresholds and may vest up to 200% of the target number of performance stock units granted. The fair value of the 2020 RSU Grant subject only to time-based vesting restrictions was determined based upon the closing price of our common stock on the effective date of the grant. The fair value of the 2020 RSU Grant 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, provided that each grantee remains an employee at the end of the expected term. The assumptions used to estimate the fair value of performance-based restricted stock units granted in 2020 were as follows: 2020 Expected term (years) 1.1 to 1.6 Expected volatility 43.8% Risk-free interest rate 0.9% Vesting price (1) $43.23 - $55.21 Grant date fair value per share $11.49 - $16.24 (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, based on hurdles established on March 1, 2020. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES We recorded an income tax benefit of $3.4 million and $4.0 million for the three and nine months ended September 30, 2020, respectively. For the nine months ended September 30, 2020, our effective tax rate differed substantially from the statutory tax rate primarily due to (1) additional tax benefits recognized related to the Coronavirus Aid, Relief and Economic Security Act ("CARES Act") enacted on March 27, 2020 and (2) final Treasury regulations regarding the business interest deduction limitation ("Final 163(j) Regulations") published in the Federal Register on September 14, 2020. The CARES Act, among other things, modified the business interest deduction limitation for tax years beginning in 2019 and 2020 from 30% of adjusted taxable income ("ATI") to 50% of ATI. As a result, we recorded an additional tax benefit of $3.2 million in the nine months ended September 30, 2020 to reflect the CARES Act change to our estimated interest limitation for the year ended December 31, 2019. In addition to the interest limitation change, the CARES Act included modifications for net operating loss carryovers and carrybacks, immediate refund of alternative minimum tax credit carryovers and a technical correction to the Tax Cuts and Jobs Act of 2017 (the "2017 Act") for qualified improvement property. An unfavorable interpretation of the calculation of ATI for purposes of the business interest limitation as provided in the proposed regulations issued in November 2018 previously prevented us from recognizing additional tax benefits related to the CARES Act net operating loss carryback provision. The Final 163(j) Regulations changed the unfavorable interpretation included in the proposed regulations that negatively impacted our calculation of ATI. Accordingly, we recognized an additional tax benefit of $10.2 million in the three and nine months ended September 30, 2020 related to the CARES Act net operating loss carryback provision and the estimated impact to the 2018 and 2019 tax years for the change in interpretation of ATI provided in the Final 163(j) Regulations. The CARES Act also includes non-income tax relief for which we will benefit, including the deferral of certain payroll tax payments and payroll tax credits for retaining employees. As of September 30, 2020, we had deferred paying $6.0 million of payroll taxes. For the three and nine months ended September 30, 2020, we recognized $0.6 million and $2.7 million, respectively, of payroll tax retention credits, which are intended to be a reimbursement for certain wage and benefit costs that we would not have otherwise incurred. For both the three and nine months ended September 30, 2019, we recorded income tax expense of $8.3 million. For the nine months ended September 30, 2019, our effective tax rate differed from the federal statutory rate primarily due to (1) losses generated by certain of our Canadian subsidiaries for which no income tax benefit was recognized due to a related full valuation allowance, (2) adjustments related to the tax rate change enacted as part of the 2017 Act and (3) state income taxes. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Potentially dilutive shares totaling 0.6 million for both the three and nine months ended September 30, 2020, and 0.3 million and 0.4 million for the three and nine months ended September 30, 2019, respectively, were excluded from the diluted earnings per share calculations, as their effect would have been anti-dilutive or their associated performance targets had not been met. These shares related to unvested restricted stock awards and restricted stock units. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2020 | |
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. From time to time, we may receive funding deficiency demands or withdrawal liability assessments related to multi-employer pension plans to which we contribute. We are unable to estimate the amount of any future demands or assessments 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 September 30, 2020, the Company had accrued $1.5 million for a withdrawal liability assessment related to a multi-employer pension plan in which the Company participated. The Company continues to dispute and negotiate the assessment. As of October 29, 2020, there were 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 such unasserted product defect claims related to ready-mixed concrete we have delivered prior to September 30, 2020. 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 potential liability of these indemnification agreements is minimal. Accordingly, we have not recorded any liabilities for these agreements as of September 30, 2020. 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 October 29, 2020, there were no material pending claims related to such indemnification. 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 insurance program deductible retentions per occurrence are $1.0 million to $2.0 million for workers’ compensation and general liability and $2.0 million to $10.0 million for automobile, although certain of our operations are self-insured for workers’ compensation. We 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 and deferred credits, was $31.7 million as of September 30, 2020 and $23.3 million as of December 31, 2019. Guarantees In the normal course of business, we and our subsidiaries were contingently liable under $11.8 million in performance bonds that various contractors, states and municipalities have required as of September 30, 2020. 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. The Company has entered into standby letter of credit arrangements with various banks generally for the purpose of protection against insurance claims. As of September 30, 2020, the Company had a maximum financial exposure from these standby letters of credit totaling $19.7 million, of which $1.1 million reduces the Company's borrowing availability under its Revolving Facility. See Note 7 for additional information. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2020 | |
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, California, New York City, New Jersey, Washington, D.C., Philadelphia, Oklahoma and the U.S. Virgin Islands. Our aggregate products segment produces crushed stone, sand and gravel and serves the markets in which our ready-mixed concrete segment operates as well as the West Coast and Hawaii. Other operations and products not associated with a reportable segment include our aggregates distribution operations, building materials stores, hauling operations, ARIDUS ® Rapid Drying Concrete technology, brokered product sales and recycled aggregates. 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 net income, excluding the impact of income taxes, 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, acquisition-related costs, officer transition expenses, purchase accounting adjustments for inventory, pension withdrawal liability, and realignment initiative costs. 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. The following tables set forth certain financial information relating to our operations by reportable segment ($ in millions): Three Months Ended Nine Months Ended 2020 2019 2020 2019 Revenue by Segment: Ready-mixed concrete Sales to external customers $ 313.3 $ 354.1 $ 877.9 $ 958.5 Aggregate products Sales to external customers 45.2 37.9 114.5 105.8 Intersegment sales 18.4 15.0 47.2 39.5 Total aggregate products 63.6 52.9 161.7 145.3 Total reportable segment revenue 376.9 407.0 1,039.6 1,103.8 Other products and eliminations (2.7) 1.9 (8.3) 5.7 Total revenue $ 374.2 $ 408.9 $ 1,031.3 $ 1,109.5 Reportable Segment Adjusted EBITDA: Ready-mixed concrete $ 45.9 $ 51.5 $ 115.7 $ 124.1 Aggregate products 26.8 16.3 59.7 38.9 Total reportable segment Adjusted EBITDA $ 72.7 $ 67.8 $ 175.4 $ 163.0 Reconciliation of Total Reportable Segment Adjusted EBITDA to Net Income: Total reportable segment Adjusted EBITDA $ 72.7 $ 67.8 $ 175.4 $ 163.0 Other products and eliminations from operations 1.4 1.3 1.8 2.8 Corporate overhead (14.8) (14.3) (46.7) (51.2) Depreciation, depletion and amortization for reportable segments (24.3) (20.7) (69.8) (64.8) Interest expense, net (12.0) (11.6) (34.8) (34.8) Change in value of contingent consideration for reportable segments (0.1) (0.3) 5.4 (1.6) Hurricane-related loss recoveries, net — — — 2.1 Eminent domain matter — — — 5.3 Purchase accounting adjustments for inventory (0.4) — (4.6) — Loss on mixer truck fire — — — (0.7) Pension withdrawal liability (1.5) — (1.5) — Realignment initiative costs (0.5) — (1.3) — Corporate, other products and eliminations other income (loss), net 0.2 (0.3) (0.1) 0.1 Income from operations before income taxes 20.7 21.9 23.8 20.2 Income tax benefit (expense) 3.4 (8.3) 4.0 (8.3) Net income $ 24.1 $ 13.6 $ 27.8 $ 11.9 Three Months Ended Nine Months Ended 2020 2019 2020 2019 Capital Expenditures: Ready-mixed concrete $ 1.5 $ 4.1 $ 10.2 $ 15.7 Aggregate products 1.7 6.3 7.0 11.9 Other products and corporate 0.1 0.1 0.3 1.0 Total capital expenditures $ 3.3 $ 10.5 $ 17.5 $ 28.6 Three Months Ended Nine Months Ended 2020 2019 2020 2019 Revenue by Product: Ready-mixed concrete $ 313.3 $ 354.1 $ 877.9 $ 958.5 Aggregate products 45.2 37.9 114.5 105.8 Building materials 9.0 8.6 21.1 21.5 Aggregates distribution 5.5 6.5 14.2 18.2 Hauling 0.8 1.2 2.1 3.5 Other 0.4 0.6 1.5 2.0 Total revenue $ 374.2 $ 408.9 $ 1,031.3 $ 1,109.5 September 30, 2020 December 31, 2019 Identifiable Property, Plant and Equipment Assets: Ready-mixed concrete $ 289.9 $ 286.4 Aggregate products 472.9 359.6 Other products and corporate 23.9 27.5 Total identifiable assets $ 786.7 $ 673.5 |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements include the accounts of U.S. Concrete, Inc. and its subsidiaries (collectively, "we," "us," "our," the "Company," or "U.S. Concrete") and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") for reporting interim financial information. Some information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP") have been condensed or omitted pursuant to the SEC’s rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes in our Annual Report on Form 10-K for the year ended December 31, 2019 (the "2019 10-K"). In the opinion of our management, all material adjustments necessary to state fairly the information in our unaudited condensed consolidated financial statements have been included. All adjustments are of a normal, recurring nature. All amounts are presented in United States dollars, unless otherwise noted. Certain computations may be impacted by the effect of rounding in this report. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year due to the impact of the coronavirus ("COVID-19") pandemic, weather patterns, and general economic conditions in our markets. Certain reclassifications have been made to prior year amounts to conform with the current year presentation. |
Use of Estimates | The preparation of financial statements and accompanying notes in conformity with 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. We base our estimates on the information available at the time, our experiences and various other assumptions believed to be reasonable under the circumstances, including estimates of the impact of the COVID-19 pandemic. Actual results could differ from those estimates, including the impact of the COVID-19 pandemic. Estimates and assumptions that we consider significant in the preparation of our financial statements include those related to our business combinations, goodwill, intangibles, accruals for self-insurance, income taxes, valuation of contingent consideration, allowance for doubtful accounts, the valuation of inventory and the valuation and useful lives of property, plant and equipment. |
Fair Value Measurement, Policy | The fair value of acquired receivables, inventory, machinery and equipment, land and buildings are based on inputs derived principally from, or corroborated by, observable market data (i.e., Level 2 inputs). The fair value of machinery and equipment, land and buildings was based on a market valuation approach or a cost valuation approach when a market valuation approach was unavailable. The estimates used for determining the fair value of the mineral reserves were unobservable and significant to the overall measurement (i.e., Level 3 inputs). The fair value of the mineral reserves was determined using an excess earnings approach, which required management to estimate future cash flows, net of capital investments in the specific operation. Management’s cash flow projections involved the use of significant estimates and assumptions with respect to the expected production of the aggregate facility over the estimated time period, sales prices, shipment volumes, and expected profit margins. The present value of the projected net cash flows represents the preliminary fair value assigned to mineral reserves. The discount rate is a significant assumption used in the valuation model. |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Schedule of Total Consideration and Amounts Related to the Assets Acquired and Liabilities Assumed | The total consideration for the Coram Acquisition and the amounts related to the assets acquired and liabilities assumed based on the estimated fair values as of the acquisition date were as follows: ($ in millions) Coram Materials Accounts receivable (1) $ 2.0 Inventory 10.0 Other current assets 0.3 Property, plant and equipment 130.9 Total assets acquired 143.2 Current liabilities 0.1 Other long-term liabilities 0.2 Total liabilities assumed 0.3 Total consideration (fair value) (2) $ 142.9 (1) The aggregate fair value of the acquired accounts receivable approximated the aggregate gross contractual amount. (2) Consisted of a $140.2 million initial cash payment, a $1.7 million present value of deferred consideration, and a $1.6 million working capital adjustment paid in August 2020, less a $0.6 million settlement of accounts payable owed by the Company to Coram Materials at the acquisition date. The total amount of deferred consideration was $2.0 million, which is payable over two years. |
Schedule of Unaudited Pro Forma Information | The unaudited pro forma consolidated financial results shown below represent our estimate of the Company's results of operations as if the Coram Acquisition had been completed on January 1, 2019. Three Months Ended Nine Months Ended ($ in millions except per share) 2020 2019 2020 2019 Revenue $ 374.2 $ 413.2 $ 1,033.4 $ 1,122.8 Net income attributable to U.S. Concrete $ 24.6 $ 13.1 $ 32.3 $ 11.3 Net income per share attributable to U.S. Concrete - basic $ 1.48 $ 0.79 $ 1.95 $ 0.69 Net income per share attributable to U.S. Concrete - diluted $ 1.48 $ 0.79 $ 1.95 $ 0.69 |
Schedule of Adjustments Reflected in Pro Forma Net Income (Loss) and Net Income (Loss) Per Share Amounts | The unaudited pro forma amounts above reflect the following adjustments: Three Months Ended Nine Months Ended ($ in millions) 2020 2019 2020 2019 Decrease (increase) in cost of goods sold related to fair value increase in inventory $ 0.4 $ (1.1) $ 4.6 $ (3.2) Decrease (increase) in depreciation, depletion and amortization expense — (1.2) (0.9) (3.7) Exclusion of buyer transaction costs — — 0.6 — Exclusion of seller transaction costs — — 0.3 — Increase in interest expense — (1.3) (0.8) (4.0) Decrease (increase) in income tax expense 0.6 (0.3) (0.5) (1.0) |
ALLOWANCE FOR DOUBTFUL ACCOUN_2
ALLOWANCE FOR DOUBTFUL ACCOUNTS AND CUSTOMER DISPUTES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Credit Loss [Abstract] | |
Allowance for Doubtful Accounts and Customer Disputes | ($ in millions) Balance, December 31, 2019 $ 4.0 Cumulative effect of the adoption of ASC 326 4.5 Balance, January 1, 2020 8.5 Provision for doubtful accounts and customer disputes 1.7 Uncollectible receivables written off, net of recoveries (2.8) Other adjustments (0.5) Balance, September 30, 2020 $ 6.9 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | ($ in millions) September 30, 2020 December 31, 2019 Raw materials $ 63.0 (1) $ 53.4 Building materials for resale 3.9 3.6 Other 2.0 2.0 Total $ 68.9 $ 59.0 (1) Excludes $2.1 million of inventory that was classified as long-term because it was not expected to be sold in the next 12 months. |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill | The goodwill balance was as follows: ($ in millions) September 30, 2020 December 31, 2019 Goodwill, gross $ 245.3 $ 245.3 Accumulated impairment (5.8) (5.8) Goodwill, net $ 239.5 $ 239.5 Goodwill by reportable segment was as follows: ($ in millions) September 30, 2020 December 31, 2019 Ready-mixed concrete $ 150.0 $ 150.0 Aggregate products 86.2 86.2 Other non-reportable segments 3.3 3.3 Goodwill, net $ 239.5 $ 239.5 |
Schedule of Purchased Finite-Lived Intangible Assets | September 30, 2020 ($ in millions) Gross Accumulated Amortization Net Weighted Average Remaining Life Definite-lived intangible assets Customer relationships $ 105.0 $ (67.7) $ 37.3 3.4 Trade names 40.3 (10.9) 29.4 18.5 Non-competes 8.2 (6.4) 1.8 2.2 Leasehold interests 12.5 (8.1) 4.4 3.9 Environmental credits 2.8 (0.3) 2.5 15.3 Total definite-lived intangible assets 168.8 (93.4) 75.4 9.6 Indefinite-lived intangible assets Land rights 1.2 — 1.2 Total purchased intangible assets $ 170.0 $ (93.4) $ 76.6 December 31, 2019 ($ in millions) Gross Accumulated Amortization Net Weighted Average Remaining Life Definite-lived intangible assets Customer relationships $ 108.5 $ (59.7) $ 48.8 3.9 Trade names 44.5 (13.6) 30.9 19.1 Non-competes 18.3 (15.3) 3.0 2.4 Leasehold interests 12.5 (6.7) 5.8 5.4 Favorable contracts 4.0 (3.9) 0.1 0.9 Environmental credits 2.8 (0.2) 2.6 16.0 Total definite-lived intangible assets 190.6 (99.4) 91.2 9.4 Indefinite-lived intangible assets Land rights 1.2 — 1.2 Total purchased intangible assets $ 191.8 $ (99.4) $ 92.4 |
Schedule of Purchased Indefinite-Lived Intangible Assets | September 30, 2020 ($ in millions) Gross Accumulated Amortization Net Weighted Average Remaining Life Definite-lived intangible assets Customer relationships $ 105.0 $ (67.7) $ 37.3 3.4 Trade names 40.3 (10.9) 29.4 18.5 Non-competes 8.2 (6.4) 1.8 2.2 Leasehold interests 12.5 (8.1) 4.4 3.9 Environmental credits 2.8 (0.3) 2.5 15.3 Total definite-lived intangible assets 168.8 (93.4) 75.4 9.6 Indefinite-lived intangible assets Land rights 1.2 — 1.2 Total purchased intangible assets $ 170.0 $ (93.4) $ 76.6 December 31, 2019 ($ in millions) Gross Accumulated Amortization Net Weighted Average Remaining Life Definite-lived intangible assets Customer relationships $ 108.5 $ (59.7) $ 48.8 3.9 Trade names 44.5 (13.6) 30.9 19.1 Non-competes 18.3 (15.3) 3.0 2.4 Leasehold interests 12.5 (6.7) 5.8 5.4 Favorable contracts 4.0 (3.9) 0.1 0.9 Environmental credits 2.8 (0.2) 2.6 16.0 Total definite-lived intangible assets 190.6 (99.4) 91.2 9.4 Indefinite-lived intangible assets Land rights 1.2 — 1.2 Total purchased intangible assets $ 191.8 $ (99.4) $ 92.4 |
Schedule of Estimated Remaining Amortization of Definite-Lived Intangible Assets | As of September 30, 2020, the estimated remaining amortization of our definite-lived intangible assets was as follows (in millions): 2020 (remainder of the year) $ 5.2 2021 18.7 2022 12.8 2023 6.4 2024 6.1 Thereafter 26.2 Total $ 75.4 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt and Capital Leases | ($ in millions) September 30, 2020 December 31, 2019 6.375% senior unsecured notes due 2024 and unamortized premium (1) $ 605.7 $ 606.8 5.125% senior unsecured notes due 2029 (2) 400.0 — Asset based revolving credit facility — — Delayed draw term loan facility — — Finance leases 92.5 67.3 Promissory notes 15.9 20.4 Debt issuance costs (11.3) (7.2) Total debt 1,102.8 687.3 Less: current maturities (435.0) (32.5) Long-term debt, net of current maturities $ 667.8 $ 654.8 (1) The effective interest rate for these notes was 6.56% as of both September 30, 2020 and December 31, 2019. (2) The effective interest rate for these notes was equal to the stated rate. |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Balance Sheet Classification of Leases | Supplemental balance sheet information related to leases was as follows: ($ in millions) Balance Sheet Classification September 30, 2020 December 31, 2019 Assets: Operating Operating lease assets $ 69.7 $ 69.8 Finance Property, plant and equipment, net 114.7 (1) 91.5 (2) Total lease assets $ 184.4 $ 161.3 Liabilities: Operating Current operating lease liabilities $ 14.0 $ 12.9 Finance Current maturities of long-term debt 27.5 24.2 Operating Long-term operating lease liabilities 59.1 59.7 Finance Long-term debt, net of current maturities 65.0 43.1 Total lease liabilities $ 165.6 $ 139.9 (1) Net of $35.1 million of accumulated amortization. (2) Net of $29.4 million of accumulated amortization. Lease term and discount rate were as follows: September 30, 2020 December 31, 2019 Weighted average remaining lease term (years): Operating leases 6.5 6.6 Finance leases 3.8 3.4 Weighted average discount rate: Operating leases 5.5 % 6.2 % Finance leases 3.5 % 3.8 % |
Lease Cost | Supplemental statement of operations information related to leases was as follows: Three Months Ended Nine Months Ended ($ in millions) 2020 2019 2020 2019 Operating lease cost Cost of goods sold before depreciation, depletion and amortization $ 4.7 $ 6.0 $ 15.0 $ 18.0 Selling, general and administrative expenses 0.7 0.8 2.1 1.8 Total operating lease cost 5.4 (1) 6.8 (2) 17.1 (3) 19.8 (4) Finance lease cost Depreciation, depletion and amortization 4.3 3.0 11.9 8.6 Interest expense, net 0.8 0.6 2.3 1.9 Total finance lease cost 5.1 3.6 14.2 10.5 Total lease cost $ 10.5 $ 10.4 $ 31.3 $ 30.3 (1) Included short-term lease and variable lease costs of $1.0 million. (2) Included short-term lease and variable lease costs of $1.9 million. (3) Included short-term lease and variable lease costs of $3.7 million. (4) Included short-term lease and variable lease costs of $5.2 million. Supplemental cash flow information related to leases was as follows: Nine Months Ended ($ in millions) 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 12.9 $ 14.0 Operating cash flows for finance leases 2.3 1.9 Financing cash flows for finance leases 13.3 16.2 Net assets obtained in exchange for finance lease liabilities 23.9 17.1 Net right-of-use assets obtained in exchange for operating lease liabilities 10.2 4.7 |
Operating Lease Maturity Schedule | Maturities of lease liabilities were as follows: ($ in millions) Operating Leases Finance Leases 2020 (remainder of year) $ 4.3 $ 7.8 2021 17.1 29.1 2022 14.0 24.4 2023 12.3 18.5 2024 11.5 11.5 2025 9.3 6.3 Thereafter 20.3 1.4 Total lease payments 88.8 99.0 Less interest 15.7 6.5 Present value of lease liabilities $ 73.1 $ 92.5 |
Finance Lease Maturity Schedule | Maturities of lease liabilities were as follows: ($ in millions) Operating Leases Finance Leases 2020 (remainder of year) $ 4.3 $ 7.8 2021 17.1 29.1 2022 14.0 24.4 2023 12.3 18.5 2024 11.5 11.5 2025 9.3 6.3 Thereafter 20.3 1.4 Total lease payments 88.8 99.0 Less interest 15.7 6.5 Present value of lease liabilities $ 73.1 $ 92.5 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Reconciliation of the Changes in Level 3 Fair Value Measurements | The following table provides a reconciliation of the changes in Level 3 fair value measurements: ($ in millions) Contingent Consideration Balance at December 31, 2019 $ 27.2 Change in valuation (5.4) (1) Payments (10.7) Balance at September 30, 2020 $ 11.1 (2) (1) Resulted primarily from changes in management projections of EBITDA. (2) Includes $8.5 million present value for a payout to be made in 2021 for which the performance threshold has been met. The maximum potential payment of all contingent consideration outstanding as of September 30, 2020 was $18.0 million, the majority of which would be due and payable through April 2022 based on achievement of maximum EBITDA targets. The weighted average discount rate used in the September 30, 2020 valuation was 5.0%. |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Valuation Assumptions | The assumptions used to estimate the fair value of performance-based restricted stock units granted in 2020 were as follows: 2020 Expected term (years) 1.1 to 1.6 Expected volatility 43.8% Risk-free interest rate 0.9% Vesting price (1) $43.23 - $55.21 Grant date fair value per share $11.49 - $16.24 (1) The vesting price is the average of the daily volume-weighted average share price of U.S. Concrete's common stock over any period of 20 consecutive trading days within the three-year period beginning on the date of grant, based on hurdles established on March 1, 2020. |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Certain Financial Information Relating to Continuing Operations by Reportable Segment | The following tables set forth certain financial information relating to our operations by reportable segment ($ in millions): Three Months Ended Nine Months Ended 2020 2019 2020 2019 Revenue by Segment: Ready-mixed concrete Sales to external customers $ 313.3 $ 354.1 $ 877.9 $ 958.5 Aggregate products Sales to external customers 45.2 37.9 114.5 105.8 Intersegment sales 18.4 15.0 47.2 39.5 Total aggregate products 63.6 52.9 161.7 145.3 Total reportable segment revenue 376.9 407.0 1,039.6 1,103.8 Other products and eliminations (2.7) 1.9 (8.3) 5.7 Total revenue $ 374.2 $ 408.9 $ 1,031.3 $ 1,109.5 Reportable Segment Adjusted EBITDA: Ready-mixed concrete $ 45.9 $ 51.5 $ 115.7 $ 124.1 Aggregate products 26.8 16.3 59.7 38.9 Total reportable segment Adjusted EBITDA $ 72.7 $ 67.8 $ 175.4 $ 163.0 Reconciliation of Total Reportable Segment Adjusted EBITDA to Net Income: Total reportable segment Adjusted EBITDA $ 72.7 $ 67.8 $ 175.4 $ 163.0 Other products and eliminations from operations 1.4 1.3 1.8 2.8 Corporate overhead (14.8) (14.3) (46.7) (51.2) Depreciation, depletion and amortization for reportable segments (24.3) (20.7) (69.8) (64.8) Interest expense, net (12.0) (11.6) (34.8) (34.8) Change in value of contingent consideration for reportable segments (0.1) (0.3) 5.4 (1.6) Hurricane-related loss recoveries, net — — — 2.1 Eminent domain matter — — — 5.3 Purchase accounting adjustments for inventory (0.4) — (4.6) — Loss on mixer truck fire — — — (0.7) Pension withdrawal liability (1.5) — (1.5) — Realignment initiative costs (0.5) — (1.3) — Corporate, other products and eliminations other income (loss), net 0.2 (0.3) (0.1) 0.1 Income from operations before income taxes 20.7 21.9 23.8 20.2 Income tax benefit (expense) 3.4 (8.3) 4.0 (8.3) Net income $ 24.1 $ 13.6 $ 27.8 $ 11.9 Three Months Ended Nine Months Ended 2020 2019 2020 2019 Capital Expenditures: Ready-mixed concrete $ 1.5 $ 4.1 $ 10.2 $ 15.7 Aggregate products 1.7 6.3 7.0 11.9 Other products and corporate 0.1 0.1 0.3 1.0 Total capital expenditures $ 3.3 $ 10.5 $ 17.5 $ 28.6 Three Months Ended Nine Months Ended 2020 2019 2020 2019 Revenue by Product: Ready-mixed concrete $ 313.3 $ 354.1 $ 877.9 $ 958.5 Aggregate products 45.2 37.9 114.5 105.8 Building materials 9.0 8.6 21.1 21.5 Aggregates distribution 5.5 6.5 14.2 18.2 Hauling 0.8 1.2 2.1 3.5 Other 0.4 0.6 1.5 2.0 Total revenue $ 374.2 $ 408.9 $ 1,031.3 $ 1,109.5 September 30, 2020 December 31, 2019 Identifiable Property, Plant and Equipment Assets: Ready-mixed concrete $ 289.9 $ 286.4 Aggregate products 472.9 359.6 Other products and corporate 23.9 27.5 Total identifiable assets $ 786.7 $ 673.5 |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Sep. 30, 2020 | Jan. 01, 2020 | Dec. 31, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Cumulative-effect adjustment upon adoption of ASC 326, net of taxes | $ 54.8 | $ 31.1 | ||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201613Member | us-gaap:AccountingStandardsUpdate201613Member | ||
Finance lease deferral period | 90 days | |||
Finance lease payments deferred | $ 6.2 | |||
Debt instrument payment deferral period | 90 days | |||
Finance lease liability deferral repayment period | 5 years 4 months 24 days | |||
Debt instrument payments deferred | $ 2.1 | |||
Debt deferral repayment period | 3 years 3 months 18 days | |||
Cumulative Effect, Period of Adoption, Adjustment | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Cumulative-effect adjustment upon adoption of ASC 326, net of taxes | $ (3.3) |
BUSINESS COMBINATION - Addition
BUSINESS COMBINATION - Additional Information (Narrative) (Details) - Coram Material Corp. T in Millions, $ in Millions | Feb. 24, 2020aT | Sep. 30, 2020USD ($) |
Business Acquisition [Line Items] | ||
Area of land (acres) | a | 330 | |
Area of land, mining acres (acres) | a | 180 | |
Proven aggregate reserves (tons) | T | 41.9 | |
Proven but unpermitted aggregate reserves (tons) | T | 7.5 | |
Transaction costs | $ | $ 0.6 |
BUSINESS COMBINATION - Summary
BUSINESS COMBINATION - Summary of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Feb. 24, 2020 | Sep. 30, 2020 | Sep. 30, 2019 |
Business Acquisition [Line Items] | |||
Acquisitions funded by deferred consideration | $ 1.7 | $ 0 | |
Coram Material Corp. | |||
Business Acquisition [Line Items] | |||
Accounts receivable | $ 2 | ||
Inventory | 10 | ||
Other current assets | 0.3 | ||
Property, plant and equipment | 130.9 | ||
Total assets acquired | 143.2 | ||
Current liabilities | 0.1 | ||
Other long-term liabilities | 0.2 | ||
Total liabilities assumed | 0.3 | ||
Total consideration (fair value) | 142.9 | ||
Consideration satisfied in cash | 140.2 | ||
Acquisitions funded by deferred consideration | 1.7 | ||
Working capital adjustment | 1.6 | ||
Accounts payable | 0.6 | $ 0.6 | |
Maximum contingent consideration | $ 2 | ||
Contingent consideration payment period | 2 years |
BUSINESS COMBINATION - Impact o
BUSINESS COMBINATION - Impact of Acquisitions (Narrative) (Details) - Coram Material Corp. - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Business Acquisition [Line Items] | ||
Revenue | $ 10.2 | $ 19.8 |
Operating income | 6.3 | 7.4 |
Intersegment sales | ||
Business Acquisition [Line Items] | ||
Revenue | $ 4.4 | $ 8.1 |
BUSINESS COMBINATION - Schedule
BUSINESS COMBINATION - Schedule of Unaudited Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Business Combinations [Abstract] | ||||
Revenue | $ 374.2 | $ 413.2 | $ 1,033.4 | $ 1,122.8 |
Net income attributable to U.S. Concrete | $ 24.6 | $ 13.1 | $ 32.3 | $ 11.3 |
Net loss per share attributable to U.S. Concrete - basic (in dollars per share) | $ 1.48 | $ 0.79 | $ 1.95 | $ 0.69 |
Net loss per share attributable to U.S. Concrete - diluted (in dollars per share) | $ 1.48 | $ 0.79 | $ 1.95 | $ 0.69 |
BUSINESS COMBINATION - Schedu_2
BUSINESS COMBINATION - Schedule of Adjustments Reflected in Pro Forma Net Income (Loss) and Net Income (Loss) Per Share Amounts (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Decrease (increase) in depreciation, depletion and amortization expense | $ (74.4) | $ (70.2) | ||
Increase in interest expense | $ (12) | $ (11.6) | (34.8) | (34.8) |
Decrease (increase) in income tax expense | 3.4 | (8.3) | 4 | (8.3) |
Coram Material Corp. | Acquisition-related costs | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Decrease (increase) in cost of goods sold related to fair value increase in inventory | 0.4 | (1.1) | 4.6 | (3.2) |
Decrease (increase) in depreciation, depletion and amortization expense | 0 | (1.2) | (0.9) | (3.7) |
Exclusion of buyer transaction costs | 0 | 0 | 0.6 | 0 |
Exclusion of seller transaction costs | 0 | 0 | 0.3 | 0 |
Increase in interest expense | 0 | (1.3) | (0.8) | (4) |
Decrease (increase) in income tax expense | $ 0.6 | $ (0.3) | $ (0.5) | $ (1) |
ALLOWANCE FOR DOUBTFUL ACCOUN_3
ALLOWANCE FOR DOUBTFUL ACCOUNTS AND CUSTOMER DISPUTES (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Mar. 31, 2020 | Sep. 30, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | $ 4 | $ 4 |
Provision for doubtful accounts and customer disputes | 1.7 | |
Uncollectible receivables written off, net of recoveries | (2.8) | |
Other adjustments | (0.5) | |
Ending balance | $ 6.9 | |
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201613Member | us-gaap:AccountingStandardsUpdate201613Member |
Cumulative effect of the adoption of ASC 326 | ||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | $ 4.5 | $ 4.5 |
Adjusted balance | ||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Beginning balance | $ 8.5 | $ 8.5 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 63 | $ 53.4 |
Building materials for resale | 3.9 | 3.6 |
Other | 2 | 2 |
Total | 68.9 | $ 59 |
Raw materials, noncurrent | $ 2.1 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Goodwill (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Goodwill [Line Items] | ||
Goodwill, gross | $ 245.3 | $ 245.3 |
Accumulated impairment | (5.8) | (5.8) |
Goodwill, net | 239.5 | 239.5 |
Other non-reportable segments | ||
Goodwill [Line Items] | ||
Goodwill, net | 3.3 | 3.3 |
Ready-mixed concrete | Operating segment | ||
Goodwill [Line Items] | ||
Goodwill, net | 150 | 150 |
Aggregate products | Operating segment | ||
Goodwill [Line Items] | ||
Goodwill, net | $ 86.2 | $ 86.2 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Purchased Intangible Assets (Details) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 168.8 | $ 190.6 |
Accumulated Amortization | (93.4) | (99.4) |
Total definite-lived intangible assets | $ 75.4 | $ 91.2 |
Weighted Average Remaining Life (In Years) | 9 years 7 months 6 days | 9 years 4 months 24 days |
Total purchased intangible assets, Gross | $ 170 | $ 191.8 |
Total purchased intangible assets, Accumulated Amortization | (93.4) | (99.4) |
Indefinite-lived intangible assets | 1.2 | 1.2 |
Total purchased intangible assets, Net | 76.6 | 92.4 |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 105 | 108.5 |
Accumulated Amortization | (67.7) | (59.7) |
Total definite-lived intangible assets | $ 37.3 | $ 48.8 |
Weighted Average Remaining Life (In Years) | 3 years 4 months 24 days | 3 years 10 months 24 days |
Total purchased intangible assets, Accumulated Amortization | $ (67.7) | $ (59.7) |
Trade names | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 40.3 | 44.5 |
Accumulated Amortization | (10.9) | (13.6) |
Total definite-lived intangible assets | $ 29.4 | $ 30.9 |
Weighted Average Remaining Life (In Years) | 18 years 6 months | 19 years 1 month 6 days |
Total purchased intangible assets, Accumulated Amortization | $ (10.9) | $ (13.6) |
Non-competes | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 8.2 | 18.3 |
Accumulated Amortization | (6.4) | (15.3) |
Total definite-lived intangible assets | $ 1.8 | $ 3 |
Weighted Average Remaining Life (In Years) | 2 years 2 months 12 days | 2 years 4 months 24 days |
Total purchased intangible assets, Accumulated Amortization | $ (6.4) | $ (15.3) |
Leasehold interests | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 12.5 | 12.5 |
Accumulated Amortization | (8.1) | (6.7) |
Total definite-lived intangible assets | $ 4.4 | $ 5.8 |
Weighted Average Remaining Life (In Years) | 3 years 10 months 24 days | 5 years 4 months 24 days |
Total purchased intangible assets, Accumulated Amortization | $ (8.1) | $ (6.7) |
Favorable contracts | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 4 | |
Accumulated Amortization | (3.9) | |
Total definite-lived intangible assets | $ 0.1 | |
Weighted Average Remaining Life (In Years) | 10 months 24 days | |
Total purchased intangible assets, Accumulated Amortization | $ (3.9) | |
Environmental credits | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 2.8 | 2.8 |
Accumulated Amortization | (0.3) | (0.2) |
Total definite-lived intangible assets | $ 2.5 | $ 2.6 |
Weighted Average Remaining Life (In Years) | 15 years 3 months 18 days | 16 years |
Total purchased intangible assets, Accumulated Amortization | $ (0.3) | $ (0.2) |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Estimated Remaining Amortization of Definite-Lived Intangible Assets (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2020 (remainder of the year) | $ 5.2 | |
2021 | 18.7 | |
2022 | 12.8 | |
2023 | 6.4 | |
2024 | 6.1 | |
Thereafter | 26.2 | |
Total definite-lived intangible assets | $ 75.4 | $ 91.2 |
GOODWILL AND OTHER INTANGIBLE_6
GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense | $ 5.2 | $ 5.8 | $ 15.6 | $ 18.4 | |
Unfavorable lease intangibles | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Unfavorable lease intangible, gross carrying amount | 0.9 | 0.9 | $ 1.5 | ||
Unfavorable lease intangible, net carrying amount | $ 0.3 | $ 0.3 | $ 0.5 | ||
Weighted average remaining life | 4 years 4 months 24 days |
DEBT - Schedule of Debt and Cap
DEBT - Schedule of Debt and Capital Leases (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Sep. 23, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||
Finance leases | $ 92.5 | $ 67.3 | |
Debt issuance costs | (11.3) | (7.2) | |
Total debt | 1,102.8 | 687.3 | |
Less: current maturities | (435) | (32.5) | |
Long-term debt, net of current maturities | 667.8 | 654.8 | |
Unsecured notes | 2024 Notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 605.7 | $ 606.8 | |
Interest rate | 6.375% | 6.375% | |
Effective interest rate (as a percent) | 6.56% | 6.56% | |
Unsecured notes | 2029 Notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 400 | $ 0 | |
Interest rate | 5.125% | 5.125% | 5.125% |
Asset based revolving credit facility | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 0 | $ 0 | |
Delayed draw term loan facility | |||
Debt Instrument [Line Items] | |||
Long-term debt | 0 | 0 | |
Promissory notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 15.9 | $ 20.4 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |||||
Oct. 29, 2020 | Sep. 30, 2020 | Sep. 23, 2020 | Aug. 04, 2020 | Aug. 03, 2020 | Apr. 17, 2020 | Dec. 31, 2019 | |
Delayed Draw Term Loan Agreement | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt issuance costs | $ 2,900,000 | ||||||
Maximum borrowing capacity | 179,600,000 | $ 180,000,000 | |||||
Quarterly reduction of maximum borrowing capacity | $ 400,000 | ||||||
Price of each draw (as a percentage of amount drawn) | 99.00% | ||||||
Delayed Draw Term Loan Agreement | Debt Instrument, Redemption, Period Two | London Interbank Offered Rate (LIBOR) | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate (percentage) | 1.00% | ||||||
Delayed Draw Term Loan Agreement | Debt Instrument, Redemption, Period Two | Federal Funds Effective Rate | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate (percentage) | 0.50% | ||||||
Delayed Draw Term Loan Agreement | Minimum | Debt Instrument, Redemption, Period One | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest rate (percentage) | 0.75% | ||||||
Delayed Draw Term Loan Agreement | Minimum | Debt Instrument, Redemption, Period One | London Interbank Offered Rate (LIBOR) | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate (percentage) | 2.75% | ||||||
Delayed Draw Term Loan Agreement | Minimum | Debt Instrument, Redemption, Period Two | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest rate (percentage) | 1.75% | ||||||
Basis spread on variable rate (percentage) | 1.75% | ||||||
Delayed Draw Term Loan Agreement | Maximum | Debt Instrument, Redemption, Period One | London Interbank Offered Rate (LIBOR) | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate (percentage) | 3.75% | ||||||
Delayed Draw Term Loan Agreement | Maximum | Debt Instrument, Redemption, Period Two | |||||||
Line of Credit Facility [Line Items] | |||||||
Basis spread on variable rate (percentage) | 2.75% | ||||||
Unsecured notes | 2029 Notes | |||||||
Line of Credit Facility [Line Items] | |||||||
Aggregate principal amount | $ 400,000,000 | ||||||
Interest rate | 5.125% | 5.125% | 5.125% | ||||
Debt issuance costs | $ 6,100,000 | ||||||
Unsecured notes | 2024 Notes | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest rate | 6.375% | 6.375% | |||||
Unsecured notes | 2024 Notes | Subsequent Event | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest rate | 6.375% | ||||||
Debt redeemed | $ 400,000,000 | ||||||
Debt instrument redemption price | 103.188% | ||||||
Loss on extinguishment of debt | $ 12,500,000 | ||||||
Redemption premium | 12,800,000 | ||||||
Write-off of unamortized debt issuance costs | 3,500,000 | ||||||
Unamortized premium | $ 3,800,000 | ||||||
Line of Credit | Letter of Credit | |||||||
Line of Credit Facility [Line Items] | |||||||
Undrawn standby letters of credit | $ 19,700,000 | ||||||
Line of Credit | Third Loan Agreement | Letter of Credit | |||||||
Line of Credit Facility [Line Items] | |||||||
Undrawn standby letters of credit | $ 1,100,000 | ||||||
Line of Credit | Third Loan Agreement | Revolving Credit Facility | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest rate (percentage) | 3.50% | ||||||
Maximum availability under the Revolving Facility | $ 240,400,000 | ||||||
Fixed charge coverage ratio, minimum required | 100.00% | ||||||
Fixed charge coverage ratio, measurement period | 12 months | ||||||
Maximum borrowing capacity | $ 300,000,000 | $ 350,000,000 |
LEASES - Balance Sheet Classifi
LEASES - Balance Sheet Classification (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Operating lease assets | $ 69.7 | $ 69.8 |
Property, plant and equipment, net | 114.7 | 91.5 |
Total lease assets | 184.4 | 161.3 |
Current operating lease liabilities | 14 | 12.9 |
Current maturities of long-term debt | 27.5 | 24.2 |
Long-term operating lease liabilities | 59.1 | 59.7 |
Long-term debt, net of current maturities | 65 | 43.1 |
Total lease liabilities | 165.6 | 139.9 |
Accumulated amortization | $ 35.1 | $ 29.4 |
Operating leases, weighted-average remaining lease term (years) | 6 years 6 months | 6 years 7 months 6 days |
Finance leases, weighted-average remaining lease term (years) | 3 years 9 months 18 days | 3 years 4 months 24 days |
Operating leases, weighted-average discount rate (percent) | 5.50% | 6.20% |
Finance leases, weighted-average discount rate (percent) | 3.50% | 3.80% |
LEASES - Lease Cost (Details)
LEASES - Lease Cost (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Lessee, Lease, Description [Line Items] | ||||
Total operating lease cost | $ 5.4 | $ 6.8 | $ 17.1 | $ 19.8 |
Depreciation, depletion and amortization | 4.3 | 3 | 11.9 | 8.6 |
Interest expense, net | 0.8 | 0.6 | 2.3 | 1.9 |
Total finance lease cost | 5.1 | 3.6 | 14.2 | 10.5 |
Total lease cost | 10.5 | 10.4 | 31.3 | 30.3 |
Short-term lease and variable lease costs | 1 | 1.9 | 3.7 | 5.2 |
Cost Of Goods Sold Before Depreciation, Depletion And Amortization | ||||
Lessee, Lease, Description [Line Items] | ||||
Total operating lease cost | 4.7 | 6 | 15 | 18 |
Selling, General and Administrative | ||||
Lessee, Lease, Description [Line Items] | ||||
Total operating lease cost | $ 0.7 | $ 0.8 | $ 2.1 | $ 1.8 |
LEASES - Lease Maturities (Deta
LEASES - Lease Maturities (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Operating Leases | ||
2020 (remainder of year) | $ 4.3 | |
2021 | 17.1 | |
2022 | 14 | |
2023 | 12.3 | |
2024 | 11.5 | |
2025 | 9.3 | |
Thereafter | 20.3 | |
Total lease payments | 88.8 | |
Less interest | 15.7 | |
Present value of lease liabilities | 73.1 | |
Finance Leases | ||
2020 (remainder of year) | 7.8 | |
2021 | 29.1 | |
2022 | 24.4 | |
2023 | 18.5 | |
2024 | 11.5 | |
2025 | 6.3 | |
Thereafter | 1.4 | |
Total lease payments | 99 | |
Less interest | 6.5 | |
Present value of lease liabilities | $ 92.5 | $ 67.3 |
LEASES - Other Information (Det
LEASES - Other Information (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Leases [Abstract] | ||
Operating cash flows for operating leases | $ 12.9 | $ 14 |
Operating cash flows for finance leases | 2.3 | 1.9 |
Financing cash flows for finance leases | 13.3 | 16.2 |
Net assets obtained in exchange for finance lease liabilities | 23.9 | 17.1 |
Net right-of-use assets obtained in exchange for operating lease liabilities | $ 10.2 | $ 4.7 |
NON-CONTROLLING INTEREST (Detai
NON-CONTROLLING INTEREST (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Noncontrolling Interest [Line Items] | |||
Decrease in noncontrolling interest | $ 0 | ||
Eagle Rock Materials Ltd. | |||
Noncontrolling Interest [Line Items] | |||
Ownership (percentage) | 70.00% | ||
Decrease in noncontrolling interest | $ 3.3 |
FAIR VALUE MEASUREMENTS - Recon
FAIR VALUE MEASUREMENTS - Reconciliation of the Changes in Level 3 Fair Value Measurements (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Weighted Average | Discount rate | Discounted Cash Flow Technique | |
Contingent Consideration | |
Contingent consideration liability, measurement input, discount rate (percent) | 0.050 |
Contingent Consideration | |
Contingent Consideration | |
Beginning balance | $ 27.2 |
Change in valuation | (5.4) |
Payments | (10.7) |
Ending balance | 11.1 |
Payout amount, performance threshold met | 8.5 |
Maximum payout amount | $ 18 |
FAIR VALUE MEASUREMENTS - Narra
FAIR VALUE MEASUREMENTS - Narrative (Details) $ in Millions | Sep. 30, 2020USD ($) |
Senior unsecured notes | |
Debt Instrument [Line Items] | |
Fair value of long-term debt | $ 1,017.2 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | Mar. 01, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 2.6 | $ 5.3 | $ 8.8 | $ 16.4 | |
Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Grants in period (shares) | 400 | ||||
Percentage of plan that is time-vested (percentage) | 60.00% | ||||
Award vesting period (years) | 3 years | ||||
Percentage of plan that is performance based (percentage) | 40.00% | ||||
Percentage of performance stock units granted (percentage) | 200.00% | ||||
Expected volatility (percentage) | 43.80% | ||||
Risk-free interest rate (percentage) | 0.90% | ||||
Number of consecutive trading days | 20 days | ||||
Restricted Stock Units (RSUs) | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected term (years) | 1 year 1 month 6 days | ||||
Vesting price (USD per share) | $ 43.23 | $ 43.23 | |||
Grant date fair value per share (USD per share) | $ 11.49 | ||||
Restricted Stock Units (RSUs) | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expected term (years) | 1 year 7 months 6 days | ||||
Vesting price (USD per share) | $ 55.21 | $ 55.21 | |||
Grant date fair value per share (USD per share) | $ 16.24 | ||||
U.S. Concrete, Inc. Long Term Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Additional shares authorized (shares) | 78 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Operating Loss Carryforwards [Line Items] | ||||
Income tax benefit (expense) | $ 3.4 | $ (8.3) | $ 4 | $ (8.3) |
Coronavirus Aid, Relief and Economic Security (CARES Act), Interest Limitation | ||||
Operating Loss Carryforwards [Line Items] | ||||
Income tax benefit (expense) | 3.2 | |||
Coronavirus Aid, Relief And Economic Security (CARES Act), Net Operating Loss Carryback Provision | ||||
Operating Loss Carryforwards [Line Items] | ||||
Income tax benefit (expense) | 10.2 | 10.2 | ||
Coronavirus Aid, Relief And Economic Security (CARES Act) | ||||
Operating Loss Carryforwards [Line Items] | ||||
Payroll tax benefit | 0.6 | 2.7 | ||
Accrued payroll taxes | $ 6 | $ 6 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Restricted stock awards and restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive shares (in shares) | 0.6 | 0.3 | 0.6 | 0.4 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Loss Contingencies [Line Items] | ||
Withdrawal obligation | $ 1.5 | |
Letter of Credit | Line of Credit | ||
Loss Contingencies [Line Items] | ||
Undrawn standby letters of credit | 19.7 | |
Long-term line of credit | 1.1 | |
Insurance Claims | ||
Loss Contingencies [Line Items] | ||
Amount accrued for self-insurance claims | 31.7 | $ 23.3 |
Performance bonds | ||
Loss Contingencies [Line Items] | ||
Contingent liability for performance | 11.8 | |
Minimum | Workers' Compensation Insurance and General Liability | ||
Loss Contingencies [Line Items] | ||
Deductible retention per occurrence | 1 | |
Minimum | Automobile Insurance | ||
Loss Contingencies [Line Items] | ||
Deductible retention per occurrence | 2 | |
Maximum | Workers' Compensation Insurance and General Liability | ||
Loss Contingencies [Line Items] | ||
Deductible retention per occurrence | 2 | |
Maximum | Automobile Insurance | ||
Loss Contingencies [Line Items] | ||
Deductible retention per occurrence | $ 10 |
SEGMENT INFORMATION - Reconcili
SEGMENT INFORMATION - Reconciliation of Total Reportable Segment Adjusted EBITDA to Income (Loss) From Continuing Operations (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)reporting_segment | Sep. 30, 2019USD ($) | |
Segment Reporting [Abstract] | ||||
Number of reportable segments | reporting_segment | 2 | |||
Revenue by Segment: | ||||
Revenue | $ 374.2 | $ 408.9 | $ 1,031.3 | $ 1,109.5 |
Reconciliation of Total Reportable Segment Adjusted EBITDA to Net Income: | ||||
Total reportable segment Adjusted EBITDA | 72.7 | 67.8 | 175.4 | 163 |
Other products and eliminations from operations | 1.4 | 1.3 | 1.8 | 2.8 |
Corporate overhead | (14.8) | (14.3) | (46.7) | (51.2) |
Depreciation, depletion and amortization for reportable segments | (24.3) | (20.7) | (69.8) | (64.8) |
Interest expense, net | (12) | (11.6) | (34.8) | (34.8) |
Change in value of contingent consideration for reportable segments | (0.1) | (0.3) | 5.4 | (1.6) |
Pension withdrawal liability | (1.5) | 0 | (1.5) | 0 |
Realignment initiative costs | (0.5) | 0 | (1.3) | 0 |
Eminent domain matter | 0 | 0 | 0 | 5.3 |
Purchase accounting adjustments for inventory | (0.4) | 0 | (4.6) | 0 |
Corporate, other products and eliminations other income (loss), net | 0.2 | (0.3) | (0.1) | 0.1 |
Income before income taxes | 20.7 | 21.9 | 23.8 | 20.2 |
Income tax benefit (expense) | 3.4 | (8.3) | 4 | (8.3) |
Net income | 24.1 | 13.6 | 27.8 | 11.9 |
Capital Expenditures: | ||||
Total capital expenditures | 3.3 | 10.5 | 17.5 | 28.6 |
Ready-mixed concrete | ||||
Revenue by Segment: | ||||
Revenue | 313.3 | 354.1 | 877.9 | 958.5 |
Reconciliation of Total Reportable Segment Adjusted EBITDA to Net Income: | ||||
Total reportable segment Adjusted EBITDA | 45.9 | 51.5 | 115.7 | 124.1 |
Aggregate products | ||||
Revenue by Segment: | ||||
Revenue | 45.2 | 37.9 | 114.5 | 105.8 |
Reconciliation of Total Reportable Segment Adjusted EBITDA to Net Income: | ||||
Total reportable segment Adjusted EBITDA | 26.8 | 16.3 | 59.7 | 38.9 |
Operating segment | ||||
Revenue by Segment: | ||||
Revenue | 376.9 | 407 | 1,039.6 | 1,103.8 |
Operating segment | Ready-mixed concrete | ||||
Capital Expenditures: | ||||
Total capital expenditures | 1.5 | 4.1 | 10.2 | 15.7 |
Operating segment | Aggregate products | ||||
Revenue by Segment: | ||||
Revenue | 63.6 | 52.9 | 161.7 | 145.3 |
Intersegment sales | Aggregate products | ||||
Revenue by Segment: | ||||
Revenue | 18.4 | 15 | 47.2 | 39.5 |
Other products and eliminations | ||||
Revenue by Segment: | ||||
Revenue | (2.7) | 1.9 | (8.3) | 5.7 |
Capital Expenditures: | ||||
Total capital expenditures | 0.1 | 0.1 | 0.3 | 1 |
Hurricane related losses | ||||
Reconciliation of Total Reportable Segment Adjusted EBITDA to Net Income: | ||||
Unusual or infrequent item | 0 | 0 | 0 | (2.1) |
Mixer truck fire | ||||
Reconciliation of Total Reportable Segment Adjusted EBITDA to Net Income: | ||||
Unusual or infrequent item | $ 0 | $ 0 | $ 0 | $ (0.7) |
SEGMENT INFORMATION - Revenue b
SEGMENT INFORMATION - Revenue by Product (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 374.2 | $ 408.9 | $ 1,031.3 | $ 1,109.5 |
Ready-mixed concrete | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 313.3 | 354.1 | 877.9 | 958.5 |
Aggregate products | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 45.2 | 37.9 | 114.5 | 105.8 |
Building materials | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 9 | 8.6 | 21.1 | 21.5 |
Aggregates distribution | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 5.5 | 6.5 | 14.2 | 18.2 |
Hauling | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 0.8 | 1.2 | 2.1 | 3.5 |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 0.4 | $ 0.6 | $ 1.5 | $ 2 |
SEGMENT INFORMATION - Identifia
SEGMENT INFORMATION - Identifiable Property, Plant and Equipment Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||||
Total identifiable assets | $ 786.7 | $ 786.7 | $ 673.5 | ||
Payments to Acquire Property, Plant, and Equipment | 3.3 | $ 10.5 | 17.5 | $ 28.6 | |
Operating segment | Ready-mixed concrete | |||||
Segment Reporting Information [Line Items] | |||||
Total identifiable assets | 289.9 | 289.9 | 286.4 | ||
Payments to Acquire Property, Plant, and Equipment | 1.5 | 4.1 | 10.2 | 15.7 | |
Operating segment | Aggregate products | |||||
Segment Reporting Information [Line Items] | |||||
Total identifiable assets | 472.9 | 472.9 | 359.6 | ||
Payments to Acquire Property, Plant, and Equipment | 1.7 | 6.3 | 7 | 11.9 | |
Other products and corporate | |||||
Segment Reporting Information [Line Items] | |||||
Total identifiable assets | 23.9 | 23.9 | $ 27.5 | ||
Payments to Acquire Property, Plant, and Equipment | $ 0.1 | $ 0.1 | $ 0.3 | $ 1 |