Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Jul. 26, 2021 | |
Cover [Abstract] | ||
Entity Central Index Key | 0001073429 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
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 $0.001 | |
Trading Symbol | USCR | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 17,140,096 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 20.9 | $ 11.1 |
Trade accounts receivable, net | 193.5 | 212.5 |
Inventories | 76.5 | 70.3 |
Other receivables, net | 25.8 | 13.2 |
Prepaid expenses and other | 9.1 | 11.1 |
Total current assets | 325.8 | 318.2 |
Property, plant and equipment, net of accumulated depreciation, depletion and amortization of $395.3 as of June 30, 2021 and $360.2 as of December 31, 2020 | 806.8 | 788.2 |
Operating lease assets | 73.2 | 76.1 |
Goodwill | 238 | 238.2 |
Intangible assets, net of accumulated amortization of $102.1 as of June 30, 2021 and $97.5 as of December 31, 2020 | 60 | 70.9 |
Other assets | 19.8 | 14.7 |
Total assets | 1,523.6 | 1,506.3 |
Current liabilities: | ||
Accounts payable | 94.3 | 127.8 |
Accrued liabilities | 75.6 | 86.1 |
Current maturities of long-term debt | 40.8 | 33.7 |
Current operating lease liabilities | 14.7 | 14.3 |
Total current liabilities | 225.4 | 261.9 |
Long-term debt, net of current maturities | 748.3 | 668.7 |
Long-term operating lease liabilities | 62.5 | 65.5 |
Other long-term obligations and deferred credits | 46.4 | 51.9 |
Deferred income taxes | 61.3 | 56.6 |
Total liabilities | 1,143.9 | 1,104.6 |
Commitments and contingencies (Note 9) | ||
Equity: | ||
Additional paid-in capital | 381.4 | 363.8 |
Retained earnings | 28.2 | 53.3 |
Treasury stock, at cost | (52.2) | (37.9) |
Total shareholders' equity | 357.4 | 379.2 |
Non-controlling interest | 22.3 | 22.5 |
Total equity | 379.7 | 401.7 |
Total liabilities and equity | $ 1,523.6 | $ 1,506.3 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Property, plant and equipment, accumulated depreciation, depletion and amortization | $ 395.3 | $ 360.2 |
Intangible assets, accumulated amortization | $ 102.1 | $ 97.5 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 327.4 | $ 322.7 | $ 613.1 | $ 657.1 |
Cost of goods sold excluding depreciation, depletion and amortization | 259.4 | 250.1 | 492.5 | 524 |
Selling, general and administrative expenses | 48.3 | 31.7 | 77.6 | 65.4 |
Depreciation, depletion and amortization | 25.7 | 25.2 | 50.1 | 48.6 |
Change in value of contingent consideration | 0 | (5.8) | (0.1) | (5.5) |
Gain on sale/disposal of assets and business, net | (0.1) | (0.1) | (1.6) | (0.1) |
Operating income (loss) | (5.9) | 21.6 | (5.4) | 24.7 |
Interest expense, net | 10.3 | 11.4 | 20.7 | 22.8 |
Loss on extinguishment of debt | 5.5 | 0 | 5.5 | 0 |
Other income, net | (0.5) | (0.6) | (0.9) | (1.2) |
Income (loss) before income taxes | (21.2) | 10.8 | (30.7) | 3.1 |
Income tax expense (benefit) | (0.7) | 4.3 | (5.4) | (0.6) |
Net income (loss) | (20.5) | 6.5 | (25.3) | 3.7 |
Amounts attributable to non-controlling interest | (0.2) | (0.1) | (0.2) | 0.2 |
Net income (loss) attributable to U.S. Concrete | $ (20.3) | $ 6.6 | $ (25.1) | $ 3.5 |
Earnings (loss) per share attributable to U.S. Concrete: | ||||
Basic earnings per share (in dollars per share) | $ (1.19) | $ 0.39 | $ (1.49) | $ 0.21 |
Diluted earnings per share (in dollars per share) | $ (1.19) | $ 0.39 | $ (1.49) | $ 0.21 |
Weighted average shares outstanding: | ||||
Basic (in shares) | 17 | 16.6 | 16.9 | 16.6 |
Diluted (in shares) | 17 | 16.6 | 16.9 | 16.6 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ (25.3) | $ 3.7 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation, depletion and amortization | 50.1 | 48.6 |
Loss on extinguishment of debt | 5.5 | 0 |
Amortization of debt issuance costs | 1 | 1 |
Change in value of contingent consideration | (0.1) | (5.5) |
Gain on sale/disposal of assets and business, net | (1.6) | (0.1) |
Deferred income taxes | 5.8 | 2.6 |
Provision for doubtful accounts and customer disputes | 1 | 1 |
Stock-based compensation | 17.6 | 6.2 |
Other, net | 1 | (0.8) |
Changes in assets and liabilities, excluding effects of acquisitions: | ||
Accounts receivable | 18 | 24.9 |
Inventories | (13.1) | 1.7 |
Prepaid expenses and other current assets | (10.7) | (3) |
Other assets and liabilities | (4.4) | 2.7 |
Accounts payable and accrued liabilities | (40.4) | 1.1 |
Net cash provided by operating activities | 4.4 | 84.1 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property, plant and equipment | (46) | (14.2) |
Proceeds from sale of business and property, plant and equipment | 3 | 0.3 |
Payments for acquisition of businesses | (0.2) | (140.2) |
Net cash used in investing activities | (43.2) | (154.1) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from revolver borrowings | 274.4 | 260.8 |
Repayments of revolver borrowings | (277.4) | (204.3) |
Proceeds from issuance of term loans | 296.2 | 0 |
Repayment of senior unsecured notes | (200) | 0 |
Premium paid on early retirement of debt | (3.2) | 0 |
Payments for acquisition-related liabilities | (8.2) | (9.9) |
Payments for finance leases, promissory notes and other | (17.6) | (10.8) |
Shares redeemed for employee income tax obligations | (14.3) | (1.2) |
Proceeds from finance leases and other | 0 | 14.5 |
Debt issuance costs | (1.2) | (2.2) |
Net cash provided by financing activities | 48.7 | 46.9 |
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS | (0.1) | 0 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 9.8 | (23.1) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 11.1 | 40.6 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 20.9 | 17.5 |
Supplemental Disclosure of Cash Flow Information: | ||
Net cash paid for interest | 18.2 | 22.6 |
Net cash paid for (refund from) income taxes | 1.8 | (0.1) |
Supplemental Disclosure of Non-cash Investing and Financing Activities: | ||
Capital expenditures funded by finance leases and promissory notes | 11.6 | 13.7 |
Net right-of-use assets obtained in exchange for operating lease liabilities | 4.5 | 7.4 |
Acquisitions funded by deferred consideration | 0 | 1.7 |
Transfer of non-controlling interest | $ 0 | $ 3.3 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2021 | Feb. 24, 2020 |
Coram Material Corp. | ||
Accounts payable | $ 0.6 | $ 0.6 |
CONDENSED CONSOLIDATED STATEM_4
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, 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 | 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 | ||||
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) | 3.7 | |||||||||
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 | ||||
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 | ||||
BALANCE, beginning of period (in shares) at Dec. 31, 2020 | 16.7 | |||||||||
BALANCE, beginning of period at Dec. 31, 2020 | 401.7 | 363.8 | 53.3 | (37.9) | 379.2 | 22.5 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Stock-based compensation (in shares) | 0.3 | |||||||||
Stock-based compensation | (6.8) | 2.9 | (9.7) | (6.8) | ||||||
Net income (loss) | (4.8) | (4.8) | (4.8) | |||||||
BALANCE, end of period (in shares) at Mar. 31, 2021 | 17 | |||||||||
BALANCE, end of period at Mar. 31, 2021 | 390.1 | 366.7 | 48.5 | (47.6) | 367.6 | 22.5 | ||||
BALANCE, beginning of period (in shares) at Dec. 31, 2020 | 16.7 | |||||||||
BALANCE, beginning of period at Dec. 31, 2020 | 401.7 | 363.8 | 53.3 | (37.9) | 379.2 | 22.5 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Net income (loss) | (25.3) | |||||||||
BALANCE, end of period (in shares) at Jun. 30, 2021 | 17.1 | |||||||||
BALANCE, end of period at Jun. 30, 2021 | 379.7 | 381.4 | 28.2 | (52.2) | 357.4 | 22.3 | ||||
BALANCE, beginning of period (in shares) at Mar. 31, 2021 | 17 | |||||||||
BALANCE, beginning of period at Mar. 31, 2021 | 390.1 | 366.7 | 48.5 | (47.6) | 367.6 | 22.5 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||||||
Stock-based compensation (in shares) | 0.1 | |||||||||
Stock-based compensation | 10.1 | 14.7 | (4.6) | 10.1 | ||||||
Net income (loss) | (20.5) | (20.3) | (20.3) | (0.2) | ||||||
BALANCE, end of period (in shares) at Jun. 30, 2021 | 17.1 | |||||||||
BALANCE, end of period at Jun. 30, 2021 | $ 379.7 | $ 381.4 | $ 28.2 | $ (52.2) | $ 357.4 | $ 22.3 |
BASIS OF PRESENTATION AND ACCOU
BASIS OF PRESENTATION AND ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION AND ACCOUNTING POLICIES | BASIS OF PRESENTATION AND ACCOUNTING POLICIESThese 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 were prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) applicable to interim financial statements. While these unaudited condensed consolidated financial statements reflect all normal recurring adjustments that are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by generally accepted accounting principles in the United States (“U.S. GAAP”) for complete financial statements. Our unaudited condensed consolidated financial statements reflect estimates and assumptions made by management that affect the reported amounts of assets, liabilities, revenues and expenses. Such estimates and assumptions affect, among other things, our goodwill and long-lived asset valuations; inventory valuation; assessment of the effective tax rate; valuation of deferred income taxes; valuation of liabilities for workers' compensation, automobile, and general liability; allowance for doubtful accounts; and measurement of cash bonus plans. 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, 2020 (the “2020 10-K”). We use the same accounting policies in preparing quarterly and annual financial statements. Certain reclassifications have been made to prior year amounts to conform with the current year presentation. Unless otherwise noted, all amounts are presented in U.S. dollars. 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 primarily due to the impact of the coronavirus (“COVID-19”) pandemic, weather patterns and general economic conditions in our markets. |
ACQUISITIONS AND BUSINESS COMBI
ACQUISITIONS AND BUSINESS COMBINATIONS | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
ACQUISITIONS AND BUSINESS COMBINATIONS | ACQUISITIONS AND BUSINESS COMBINATIONS Rail Terminal and Bulk Storage Facility On April 20, 2021, we purchased a rail terminal and bulk storage facility for cementitious materials in Stockton, California for $8.2 million that is currently leased to and operated by a third party. We made this investment to increase the control and stability over our raw material supply chain to support our West Region's ready-mixed concrete business. We accounted for this purchase as an asset acquisition and recorded the assets in property, plant and equipment on our condensed consolidated balance sheets. Property Royalty Agreement On March 12, 2021, we acquired property and the underlying royalty agreement associated with the Orca Quarry on Vancouver Island, British Columbia, Canada for $28.7 million (the “Orca Acquisition”). The Orca Acquisition had the effect of eliminating future royalty payments, which had previously been recognized in cost of goods sold excluding depreciation, depletion and amortization in our condensed consolidated statements of operations. We accounted for the Orca Acquisition as an asset acquisition and recorded the assets in property, plant and equipment on our condensed consolidated balance sheets. Sugar City Building Materials Co. On November 7, 2020, we acquired certain assets of Sugar City Building Materials Co. (the “Sugar City Acquisition”), which expanded our ready-mixed concrete operations in our West Region, for total cash consideration of $7.8 million. We accounted for the Sugar City Acquisition as a business combination. The assets acquired primarily included inventory and property, plant and equipment. The Sugar City Acquisition resulted in $2.1 million of goodwill, which is amortizable for tax purposes and has been allocated to our ready-mixed concrete segment because we expect to receive synergies in that segment. No pro forma information has been disclosed in these financial statements, as the operations of Sugar City Building Materials Co. for the period were not material to our revenue, net income or earnings per share. Coram Materials Corp. On February 24, 2020, we acquired 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 the equity of Coram Materials (the “Coram Acquisition”) was accounted for as a business combination. We funded the initial cash purchase consideration with cash and borrowings under our Revolving Facility (as defined in Note 5 ). 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 aggregate reserves. To effect this transaction, we incurred $0.6 million of transaction costs, which were included in selling and general administrative expenses in our condensed consolidated statements of operations for the six months ended June 30, 2020. The total consideration for the Coram Acquisition and the amounts related to the assets acquired and liabilities assumed based on the estimated fair values as of the acquisition date were as follows: ($ 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 initial 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, of which $1.0 million was paid in the six months ended June 30, 2021 and the remainder is due in February 2022. Impact of Coram Acquisition During the three months ended June 30, 2020, the Coram Materials business generated revenue of $7.0 million, including intersegment sales of $2.7 million, and generated operating income of $1.3 million. During the period from the acquisition date to June 30, 2020, the Coram Materials business generated revenue of $9.6 million, including intersegment sales of $3.7 million, and generated operating income of $1.1 million. The results of this acquired business are included in our aggregate products segment. The pro forma consolidated financial results shown below represent our estimate of the Company's results of operations as if the Coram Acquisition had been completed on January 1, 2020. ($ in millions except per share) Three Months Ended Six Months Ended June 30, 2020 Revenue $ 322.7 $ 659.2 Net income attributable to U.S. Concrete $ 9.3 $ 7.7 Earnings per share attributable to U.S. Concrete - basic $ 0.56 $ 0.46 Earnings per share attributable to U.S. Concrete - diluted $ 0.56 $ 0.46 The above pro forma results 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, 2020 and do not reflect any operational efficiencies or potential cost savings that may occur as a result of the consolidation of these operations. The pro forma amounts above reflect the following adjustments: ($ in millions) Three Months Ended Six Months Ended June 30, 2020 Decrease in cost of goods sold related to fair value increase in inventory $ 2.6 $ 4.2 Increase in depreciation, depletion and amortization expense — (0.9) Exclusion of buyer transaction costs 0.1 0.6 Exclusion of seller transaction costs — 0.3 Increase in interest expense — (0.8) Increase in income tax expense — (1.1) Acquisition by Vulcan Materials Company On June 6, 2021, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Vulcan Materials Company, a New Jersey corporation (“Vulcan”), and Grizzly Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Vulcan (“Grizzly”). The Merger Agreement provides that, subject to its terms and conditions, Grizzly will merge with and into U.S. Concrete (the “Merger”), with U.S. Concrete surviving the Merger and becoming a wholly owned subsidiary of Vulcan. Subject to the terms and conditions set forth in the Merger Agreement, at the time of the Merger (the “Effective Time”), each issued and outstanding share of common stock, par value $0.001 per share, of U.S. Concrete (“USCR Stock”) (other than such shares (i) owned by U.S. Concrete or any of its subsidiaries, Vulcan or Grizzly or any other wholly owned subsidiary of Vulcan or (ii) exercising dissenters rights in accordance with Section 262 of the General Corporation Law of the State of Delaware) will be converted into the right to receive $74.00 in cash, without interest. In addition, each restricted stock unit that is solely subject to time-based vesting requirements granted under the Company's Long Term Incentive Plan that is outstanding immediately prior to the Effective Time will fully vest and be converted into the right to receive $74.00 in cash (without interest and subject to applicable tax withholding). The Merger Agreement provides each of the Company and Vulcan with certain termination rights and, under certain circumstances, may require the Company or Vulcan to pay a $50.0 million termination fee. To effect this transaction, we incurred $6.3 million of transaction costs, which were included in selling, general and administrative expenses in our condensed consolidated statements of operations for the three and six months ended June 30, 2021. |
ALLOWANCE FOR DOUBTFUL ACCOUNTS
ALLOWANCE FOR DOUBTFUL ACCOUNTS AND CUSTOMER DISPUTES | 6 Months Ended |
Jun. 30, 2021 | |
Credit Loss [Abstract] | |
ALLOWANCE FOR DOUBTFUL ACCOUNTS AND CUSTOMER DISPUTES | ALLOWANCE FOR DOUBTFUL ACCOUNTS AND CUSTOMER DISPUTES ($ in millions) Balance, December 31, 2020 $ 7.2 Provision for doubtful accounts and customer disputes 1.0 Uncollectible receivables written off, net of recoveries (0.8) Balance, June 30, 2021 (1) $ 7.4 (1) Excludes $1.3 million of allowances for other receivables, which were included in other receivables, net, on our condensed consolidated balance sheets. |
INVENTORIES
INVENTORIES | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES ($ in millions) June 30, 2021 December 31, 2020 Raw materials (1) $ 67.6 $ 64.4 Building materials for resale 6.4 4.1 Other 2.5 1.8 Total $ 76.5 $ 70.3 (1) Additional inventory totaling $9.4 million as of June 30, 2021 and $2.5 million as of December 31, 2020 was classified as other assets, since we did not expect to sell it within one year following the respective balance sheet dates. |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT ($ in millions) June 30, 2021 December 31, 2020 5.125% senior unsecured notes due 2029 (1) $ 400.0 $ 400.0 6.375% senior unsecured notes due 2024 and unamortized premium (2) — 201.8 Term loans (3) 300.0 — Asset based revolving credit facility (4) 3.5 6.5 Delayed draw term loan facility (5) — — Finance leases 85.4 87.9 Promissory notes 10.4 13.8 Debt issuance costs (10.2) (7.6) Total debt 789.1 702.4 Less: current maturities (40.8) (33.7) Long-term debt, net of current maturities $ 748.3 $ 668.7 (1) The effective interest rate for these notes was 5.25% as of both June 30, 2021 and December 31, 2020. (2) The effective interest rate for these notes was 6.56% as of December 31, 2020. (3) The effective interest rate for these loans was 3.25% as of June 30, 2021. (4) The interest rate for the revolving facility was 3.50% as of both June 30, 2021 and December 31, 2020. (5) Terminated on June 25, 2021. Asset Based Revolving Credit Facility On June 25, 2021, we and certain of our subsidiaries, as co-borrowers and as guarantors, entered into the Fourth Amended and Restated Loan Security Agreement (the “Fourth Loan Agreement”) with certain financial institutions named therein as lenders and Bank of America, N.A., as agent for the lenders, which amended and restated the Third Amended and Restated Loan and Security Agreement, dated as of August 31, 2017 (the “Third Loan Agreement”). Among other things, the Fourth Loan Agreement provides for revolving commitments of $300.0 million (the “Revolving Facility”) and extended the maturity date to June 25, 2026. The Fourth Loan Agreement also amended certain terms of the Third Loan Agreement, including, without limitation, permitting the incurrence of the loans under the Term Loan Agreement (as defined below). In connection with entering into the Fourth Loan Agreement, we incurred $1.5 million of debt issuance costs. The obligations under the Fourth Loan Agreement are secured by first priority security interests in accounts receivable, inventory and certain other personal property of the Company and its subsidiaries (the “ABL Collateral”) and second priority liens on and security interests in certain real property of the Company's subsidiaries and certain personal property of the Company and its subsidiary guarantors that is not ABL Collateral (the “Term Loan Collateral”). As of June 30, 2021, we had $1.1 million of undrawn standby letters of credit under our 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. 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 June 30, 2021 was $214.7 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 Fourth Loan Agreement contains customary representations, warranties, covenants and events of default. As of June 30, 2021, we were in compliance with all covenants under the Fourth Loan Agreement. Term Loans On June 25, 2021, we entered into a secured term loan agreement (the “Term Loan Agreement”) with certain subsidiaries, as guarantors, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders and other parties named therein. The Term Loan Agreement provides for $300.0 million in aggregate principal amount of term loans (the “Term Loans”), which will mature on June 25, 2028. In connection with entering into the Term Loan Agreement, we incurred $4.6 million of debt issuance costs. Proceeds of the Term Loans will be used for general corporate purposes, including repayment of certain borrowings under the Revolving Facility and to redeem the Company's 6.375% senior unsecured notes due 2024 (the “2024 Notes”), as further discussed below. The Term Loans bear interest at our option of either: (1) LIBOR (subject to a floor of 0.50%) plus a margin of 2.75% or (2) a base rate (which is equal to the greatest of the prime rate, the Federal Reserve Bank of New York effective rate plus 0.50% and LIBOR plus 1.00%, and is subject to a floor of 1.50%) plus a margin of 1.75%. Additionally, the Term Loans were issued at a price of 99.75%. The Term Loans are secured by a first priority lien on and security interest in the Term Loan Collateral and a second priority security interest in the ABL Collateral. The Term Loan Agreement contains customary representations, warranties, covenants and events of default, but does not contain any financial maintenance covenants. As of June 30, 2021, we were in compliance with all covenants under the Term Loan Agreement. Termination of Delayed Draw Term Loan Facility On June 25, 2021, in connection with entering into the Term Loan Agreement, the Company terminated the Credit and Guaranty Agreement, dated as of April 17, 2020, among the Company, certain subsidiaries as guarantors, Bank of America, N.A., as administrative agent and collateral agent, the lenders and other parties named therein (the “Delayed Draw Term Loan Agreement”). The Delayed Draw Term Loan Agreement provided for a $178.7 million delayed draw term loan facility and was scheduled to mature on May 1, 2025. There were no outstanding borrowings under the Delayed Draw Term Loan Agreement. The Delayed Draw Term Loan was secured by a first priority lien on and secured interest in the Term Loan Collateral. During the three months ended June 30, 2021, we wrote off $2.3 million of unamortized debt issuance costs for this facility as a loss on extinguishment of debt. Redemption of 6.375% Senior Unsecured Notes Due 2024 On June 26, 2021, we redeemed $200.0 million of outstanding 2024 Notes, which represented all outstanding 2024 Notes, at a price of 101.594% of the principal amount thereof plus accrued, unpaid interest. During the three months ended June 30, 2021, we incurred a $3.1 million pre-tax loss on the redemption of the 2024 Notes, which included the redemption premium of $3.2 million and a $1.4 million write-off of unamortized debt issuance costs, net of $1.5 million of unamortized issuance premium. Fair Value of Debt |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES We recorded an income tax benefit of $0.7 million and $5.4 million for the three and six months ended June 30, 2021, respectively, using the discrete method. The discrete method treats the year-to-date period as if it was the annual period and determines the income tax expense or benefit on that basis. We have historically calculated the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full year to “ordinary” income or loss for the reporting period. However, for the three and six-month periods ended June 30, 2021, we determined that since minor changes in estimated “ordinary” income would result in significant changes in the estimated annual effective tax rate, our historical method would not provide a reliable estimate of income tax benefit. Our effective tax rate utilizing the discrete method differed substantially from the statutory tax rate primarily due to (1) significant Section 162(m) limitations on executive compensation and (2) our estimated interest expense limitation in accordance with the Tax Cuts and Jobs Act for which a full valuation allowance is anticipated. These differences reduced the income tax benefit recorded for the three and six months ended June 30, 2021, which was partially offset by excess tax benefits recognized for stock-based compensation. We recorded an income tax expense of $4.3 million and an income tax benefit of $0.6 million for the three and six months ended June 30, 2020, respectively. For the six months ended June 30, 2020, our effective tax rate differed substantially from the federal statutory rate primarily due to additional tax benefits recognized related to the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) enacted on March 27, 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 six months ended June 30, 2020 to reflect the CARES Act change to our estimated interest limitation for the year ended December 31, 2019. This tax benefit was partially offset by a net tax shortfall for stock-based compensation. Other receivables, net, on our condensed consolidated balance sheets included federal and state income tax receivables of $18.7 million as of June 30, 2021 and $5.8 million as of December 31, 2020. |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | EARNINGS (LOSS) PER SHARE We excluded 0.5 million shares from the calculation of diluted earnings per share for both the three and six months ended June 30, 2021, and 0.8 million and 0.6 million shares for the three and six months ended June 30, 2020, respectively, because they were anti-dilutive. In all periods, these potentially dilutive shares related to our employee equity awards that vest either over time or upon the achievement of certain stock price targets. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2021 | |
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 June 30, 2021, the Company had accrued $1.4 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 August 5, 2021, 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 June 30, 2021. 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 are 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 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 June 30, 2021. 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 August 5, 2021, there were no material pending claims related to such indemnification. Litigation Related to the Vulcan Merger As of August 2, 2021, several separate actions (collectively, the “USCR Shareholder Actions”) have been filed in federal courts in New York, Delaware, New Jersey, and Pennsylvania by purported owners of U.S. Concrete common stock in connection with the transactions contemplated by the Merger Agreement: Stein v. U.S. Concrete, Inc., et al. (S.D.N.Y. July 2, 2021); Waterman v. U.S. Concrete, Inc., et al. (S.D.N.Y. July 8, 2021); Clark v. U.S. Concrete, Inc., et al. (D. Del July 9, 2021) (the “Clark Action”); Harris v. U.S. Concrete, Inc., et al. (S.D.N.Y. July 13, 2021); Siddall v. U.S. Concrete, Inc., et al. (D.N.J. July 13, 2021); Whitfield v. U.S. Concrete, Inc., et al (E.D. Pa. July 13, 2021); Murphy v. U.S. Concrete, Inc., et al. (S.D.N.Y. July 14, 2021); Kent v. U.S. Concrete, Inc., et al. (D.N.J. July 27, 2021) (the “Kent Action”); Wilhelm v. U.S. Concrete, Inc., et al. (D. Del July 28, 2021) (the “Wilhelm Action”); Brave v. U.S. Concrete, Inc., et al. (D.N.J. July 30, 2021) (the “Brave Action”) and Beauregard v. U.S. Concrete, Inc., et al. (S.D.N.Y. July 30, 2021) (the “Beauregard Action”). Each of the USCR Shareholder Actions names the Company and its directors as defendants and the Clark Action additionally names former Company director William J. Sandbrook as a defendant. Each of the USCR Shareholder Actions alleges, among other things, that the defendants violated federal securities laws by failing to disclose certain information in the Preliminary Proxy Statement, or, in the case of the Kent Action, Wilhelm Action, Brave Action and Beauregard Action, the Definitive Proxy Statement, on Schedule 14A filed by the Company (the “Proxy”) relating to the Company's financial forecasts and financial analyses conducted by the Company's financial advisors, Evercore Group, L.L.C. (“Evercore”) and BNP Paribas Securities Corp. (“BNP”). Certain of the USCR Shareholder Actions further allege that the defendants violated federal securities laws by failing to disclose certain information in the Proxy relating to the sales process and alleged conflicts of interests for management, financial projections for the Company provided to Evercore and BNP, and the data and inputs underlying the financial valuation analyses that support the fairness opinions of Evercore and BNP. The Clark Action further alleges that the Company's directors breached their fiduciary duties by entering into the Merger Agreement through an unfair process and for inadequate consideration. The plaintiffs in the USCR Shareholder Actions, among other things, seek to enjoin the transactions contemplated by the Merger Agreement, an award of attorneys’ fees and expenses and, in certain instances, damages in an unspecified amount. The Company believes that the USCR Shareholder Actions are without merit, and the Company and the individual defendants intend to defend against the USCR Shareholder Actions; however, the Company cannot predict the amount of time and expense that will be required to resolve the USCR Shareholder Actions nor their outcomes. The outcome of any pending or future litigation is uncertain. Such litigation if not resolved, could prevent or delay consummation of the Merger and result in substantial costs of the Company, including any costs associated with the indemnification of directors and officers. One of the conditions to the consummation of the Merger is that no governmental entity of competent jurisdiction (i) enacted, issued or promulgated any law or order that is in effect or (ii) issued or granted any order or injunction (whether temporary, preliminary or permanent) that is in effect, in each case which has the effect of restraining, enjoining or otherwise prohibiting the consummation of the Merger. Therefore, if a plaintiff were successful in obtaining an injunction prohibiting the consummation of the Merger, then such injunction may prevent the Merger from being consummated, or from being consummated within the expected time frame. 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 expenses 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 is recorded in accrued liabilities and other long-term obligations and deferred credits, was $34.9 million as of June 30, 2021 and $33.0 million as of December 31, 2020. Guarantees In the normal course of business, we and our subsidiaries were contingently liable under $12.9 million in performance bonds that various contractors, states and municipalities have required as of June 30, 2021. 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 June 30, 2021, the Company had a maximum financial exposure from these standby letters of credit totaling $25.9 million, of which $1.1 million reduces the Company's borrowing availability under its Revolving Facility. See Note 5 for additional information. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 6 Months Ended |
Jun. 30, 2021 | |
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, 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. 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 Six Months Ended 2021 2020 2021 2020 Revenue by Segment: Ready-mixed concrete Sales to external customers $ 274.3 $ 272.4 $ 515.8 $ 564.6 Aggregate products Sales to external customers 25.2 26.1 47.8 47.2 Freight revenue on sales to external customers 11.2 12.1 20.6 22.1 Intersegment sales 16.8 16.3 29.3 28.8 Total aggregate products 53.2 54.5 97.7 98.1 Total reportable segment revenue 327.5 326.9 613.5 662.7 Other products and eliminations (0.1) (4.2) (0.4) (5.6) Total revenue $ 327.4 $ 322.7 $ 613.1 $ 657.1 Reportable Segment Adjusted EBITDA: Ready-mixed concrete $ 30.9 $ 38.1 $ 55.8 $ 69.8 Aggregate products 20.1 21.6 32.6 32.9 Total reportable segment Adjusted EBITDA $ 51.0 $ 59.7 $ 88.4 $ 102.7 Reconciliation of Total Reportable Segment Adjusted EBITDA Total reportable segment Adjusted EBITDA $ 51.0 $ 59.7 $ 88.4 $ 102.7 Other products and eliminations from operations 0.7 0.3 0.4 0.4 Corporate overhead (32.6) (16.3) (46.3) (31.9) Depreciation, depletion and amortization for reportable segments (24.2) (23.7) (47.1) (45.5) Interest expense, net (10.3) (11.4) (20.7) (22.8) Loss on extinguishment of debt (5.5) — (5.5) — Gain on sale of business — — 0.7 — Realignment initiative costs — (0.8) (0.4) (0.8) Change in value of contingent consideration for reportable segments — 5.8 0.1 5.5 Purchase accounting adjustments for inventory (0.5) (2.6) (0.6) (4.2) Corporate, other products and eliminations other income (loss), net 0.2 (0.2) 0.3 (0.3) Income (loss) before income taxes (21.2) 10.8 (30.7) 3.1 Income tax benefit (expense) 0.7 (4.3) 5.4 0.6 Net income (loss) $ (20.5) $ 6.5 $ (25.3) $ 3.7 Three Months Ended Six Months Ended 2021 2020 2021 2020 Capital Expenditures: Ready-mixed concrete (1) $ 10.4 $ 4.3 $ 11.5 $ 8.7 Aggregate products (2) 2.9 2.5 34.0 5.3 Other products and corporate 0.3 0.1 0.5 0.2 Total capital expenditures $ 13.6 $ 6.9 $ 46.0 $ 14.2 (1) Includes $8.2 million for the acquisition of the rail terminal and bulk storage facility for cementitious materials in Stockton, California for the three and six months ended June 30, 2021. (2) Includes $28.7 million for the acquisition of the property and the underlying royalty agreement associated with the Orca Quarry on Vancouver Island, British Columbia, Canada for the six months ended June 30, 2021. Three Months Ended Six Months Ended 2021 2020 2021 2020 Revenue by Product: Ready-mixed concrete $ 274.3 $ 272.4 $ 515.8 $ 564.6 Aggregate products 36.4 38.2 68.4 69.3 Other (1) 16.7 12.1 28.9 23.2 Total revenue $ 327.4 $ 322.7 $ 613.1 $ 657.1 (1) Includes building materials, aggregates distribution, hauling and other. June 30, 2021 December 31, 2020 Identifiable Property, Plant and Equipment Assets: Ready-mixed concrete $ 289.5 $ 286.9 Aggregate products 495.6 478.1 Other products and corporate 21.7 23.2 Total identifiable assets $ 806.8 $ 788.2 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2021 | |
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”), which was amended effective February 22, 2021 (the “Amendment”) to reserve an additional 880,000 shares of common stock for future issuance as equity-based awards to management and employees. Stock-based compensation may include stock options, stock appreciation rights, restricted stock awards, restricted stock units, cash-settled equity awards and performance awards. As of June 30, 2021, there were approximately 485,000 shares remaining for future issuance under the LTI Plan. 2021 Restricted Stock Unit Grant On March 1, 2021, the Compensation Committee of the Board of Directors approved grants of 367,720 restricted stock units (the “2021 Grant”), conditioned upon obtaining stockholder approval of the Amendment. The Amendment was approved by the Company's stockholders at the Company's annual meeting on May 13, 2021, and the stockholder approval condition related to the 2021 Grant was satisfied. The 2021 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 2021 Grant subject only to time-based vesting restrictions was determined based upon the $55.72 closing price of our common stock on the effective date of the grant. Based on stock performance following the contingent grant in March, the stock price thresholds for the target number of performance stock units had been met, and the fair value for that 40% portion of the 2021 Grant was also determined to be the $55.72 closing price of our common stock on the effective date of the grant, and the entire $8.1 million fair value for this portion of the target performance stock units was recognized during the three months ended June 30, 2021. The fair value of the above-target portion of the 2021 Grant subject to additional 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 value the above-target portion of the 2021 Grant were as follows: Value Expected term (years) (1) 0.3 - 0.4 Expected volatility 72.9% Risk-free interest rate 0.3% Vesting price (1)(2) $69.23 - $74.95 Average grant date fair value per share $49.65 - $47.97 (1) The $69.23 stock price hurdle for the 2021 Grant was met during June 2021, the related performance stock units vested, and the related expense that would have been recognized over 0.3 years was accelerated and recognized during the three months ended June 30, 2021. (2) The vesting price is the average of the daily volume-weighted average share price of USCR 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, 2021. Stock-Based Compensation Cost We recognized stock-based compensation expense of $14.7 million and $17.6 million during the three and six months ended June 30, 2021, respectively, and $2.5 million and $6.2 million during the three and six months ended June 30, 2020, respectively. Stock-based compensation expense is reflected in selling, general and administrative expenses in our condensed consolidated statements of operations. Stock-based compensation expense was higher during the three and six months ended June 30, 2021 than it otherwise would have been due to the general increase in stock price from the date of the conditional grant through June 30, 2021, which resulted in higher fair value per share when valued as of the stockholder approval date, as well as the acceleration of expense when certain stock price thresholds were met and performance stock units vested. |
BASIS OF PRESENTATION AND ACC_2
BASIS OF PRESENTATION AND ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | BASIS OF PRESENTATION AND ACCOUNTING POLICIESThese 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 were prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) applicable to interim financial statements. While these unaudited condensed consolidated financial statements reflect all normal recurring adjustments that are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by generally accepted accounting principles in the United States (“U.S. GAAP”) for complete financial statements. Our unaudited condensed consolidated financial statements reflect estimates and assumptions made by management that affect the reported amounts of assets, liabilities, revenues and expenses. Such estimates and assumptions affect, among other things, our goodwill and long-lived asset valuations; inventory valuation; assessment of the effective tax rate; valuation of deferred income taxes; valuation of liabilities for workers' compensation, automobile, and general liability; allowance for doubtful accounts; and measurement of cash bonus plans. 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, 2020 (the “2020 10-K”). We use the same accounting policies in preparing quarterly and annual financial statements. Certain reclassifications have been made to prior year amounts to conform with the current year presentation. Unless otherwise noted, all amounts are presented in U.S. dollars. 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 primarily due to the impact of the coronavirus (“COVID-19”) pandemic, weather patterns and general economic conditions in our markets. |
ACQUISITIONS AND BUSINESS COM_2
ACQUISITIONS AND BUSINESS COMBINATIONS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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 initial 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, of which $1.0 million was paid in the six months ended June 30, 2021 and the remainder is due in February 2022. |
Schedule of Unaudited Pro Forma Information | The pro forma consolidated financial results shown below represent our estimate of the Company's results of operations as if the Coram Acquisition had been completed on January 1, 2020. ($ in millions except per share) Three Months Ended Six Months Ended June 30, 2020 Revenue $ 322.7 $ 659.2 Net income attributable to U.S. Concrete $ 9.3 $ 7.7 Earnings per share attributable to U.S. Concrete - basic $ 0.56 $ 0.46 Earnings per share attributable to U.S. Concrete - diluted $ 0.56 $ 0.46 |
Schedule of Adjustments Reflected in Pro Forma Net Income (Loss) and Net Income (Loss) Per Share Amounts | The pro forma amounts above reflect the following adjustments: ($ in millions) Three Months Ended Six Months Ended June 30, 2020 Decrease in cost of goods sold related to fair value increase in inventory $ 2.6 $ 4.2 Increase in depreciation, depletion and amortization expense — (0.9) Exclusion of buyer transaction costs 0.1 0.6 Exclusion of seller transaction costs — 0.3 Increase in interest expense — (0.8) Increase in income tax expense — (1.1) |
ALLOWANCE FOR DOUBTFUL ACCOUN_2
ALLOWANCE FOR DOUBTFUL ACCOUNTS AND CUSTOMER DISPUTES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Credit Loss [Abstract] | |
Allowance for Doubtful Accounts and Customer Disputes | ($ in millions) Balance, December 31, 2020 $ 7.2 Provision for doubtful accounts and customer disputes 1.0 Uncollectible receivables written off, net of recoveries (0.8) Balance, June 30, 2021 (1) $ 7.4 (1) Excludes $1.3 million of allowances for other receivables, which were included in other receivables, net, on our condensed consolidated balance sheets. |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | ($ in millions) June 30, 2021 December 31, 2020 Raw materials (1) $ 67.6 $ 64.4 Building materials for resale 6.4 4.1 Other 2.5 1.8 Total $ 76.5 $ 70.3 (1) Additional inventory totaling $9.4 million as of June 30, 2021 and $2.5 million as of December 31, 2020 was classified as other assets, since we did not expect to sell it within one year following the respective balance sheet dates. |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt and Capital Leases | ($ in millions) June 30, 2021 December 31, 2020 5.125% senior unsecured notes due 2029 (1) $ 400.0 $ 400.0 6.375% senior unsecured notes due 2024 and unamortized premium (2) — 201.8 Term loans (3) 300.0 — Asset based revolving credit facility (4) 3.5 6.5 Delayed draw term loan facility (5) — — Finance leases 85.4 87.9 Promissory notes 10.4 13.8 Debt issuance costs (10.2) (7.6) Total debt 789.1 702.4 Less: current maturities (40.8) (33.7) Long-term debt, net of current maturities $ 748.3 $ 668.7 (1) The effective interest rate for these notes was 5.25% as of both June 30, 2021 and December 31, 2020. (2) The effective interest rate for these notes was 6.56% as of December 31, 2020. (3) The effective interest rate for these loans was 3.25% as of June 30, 2021. (4) The interest rate for the revolving facility was 3.50% as of both June 30, 2021 and December 31, 2020. |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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 Six Months Ended 2021 2020 2021 2020 Revenue by Segment: Ready-mixed concrete Sales to external customers $ 274.3 $ 272.4 $ 515.8 $ 564.6 Aggregate products Sales to external customers 25.2 26.1 47.8 47.2 Freight revenue on sales to external customers 11.2 12.1 20.6 22.1 Intersegment sales 16.8 16.3 29.3 28.8 Total aggregate products 53.2 54.5 97.7 98.1 Total reportable segment revenue 327.5 326.9 613.5 662.7 Other products and eliminations (0.1) (4.2) (0.4) (5.6) Total revenue $ 327.4 $ 322.7 $ 613.1 $ 657.1 Reportable Segment Adjusted EBITDA: Ready-mixed concrete $ 30.9 $ 38.1 $ 55.8 $ 69.8 Aggregate products 20.1 21.6 32.6 32.9 Total reportable segment Adjusted EBITDA $ 51.0 $ 59.7 $ 88.4 $ 102.7 Reconciliation of Total Reportable Segment Adjusted EBITDA Total reportable segment Adjusted EBITDA $ 51.0 $ 59.7 $ 88.4 $ 102.7 Other products and eliminations from operations 0.7 0.3 0.4 0.4 Corporate overhead (32.6) (16.3) (46.3) (31.9) Depreciation, depletion and amortization for reportable segments (24.2) (23.7) (47.1) (45.5) Interest expense, net (10.3) (11.4) (20.7) (22.8) Loss on extinguishment of debt (5.5) — (5.5) — Gain on sale of business — — 0.7 — Realignment initiative costs — (0.8) (0.4) (0.8) Change in value of contingent consideration for reportable segments — 5.8 0.1 5.5 Purchase accounting adjustments for inventory (0.5) (2.6) (0.6) (4.2) Corporate, other products and eliminations other income (loss), net 0.2 (0.2) 0.3 (0.3) Income (loss) before income taxes (21.2) 10.8 (30.7) 3.1 Income tax benefit (expense) 0.7 (4.3) 5.4 0.6 Net income (loss) $ (20.5) $ 6.5 $ (25.3) $ 3.7 Three Months Ended Six Months Ended 2021 2020 2021 2020 Capital Expenditures: Ready-mixed concrete (1) $ 10.4 $ 4.3 $ 11.5 $ 8.7 Aggregate products (2) 2.9 2.5 34.0 5.3 Other products and corporate 0.3 0.1 0.5 0.2 Total capital expenditures $ 13.6 $ 6.9 $ 46.0 $ 14.2 (1) Includes $8.2 million for the acquisition of the rail terminal and bulk storage facility for cementitious materials in Stockton, California for the three and six months ended June 30, 2021. (2) Includes $28.7 million for the acquisition of the property and the underlying royalty agreement associated with the Orca Quarry on Vancouver Island, British Columbia, Canada for the six months ended June 30, 2021. Three Months Ended Six Months Ended 2021 2020 2021 2020 Revenue by Product: Ready-mixed concrete $ 274.3 $ 272.4 $ 515.8 $ 564.6 Aggregate products 36.4 38.2 68.4 69.3 Other (1) 16.7 12.1 28.9 23.2 Total revenue $ 327.4 $ 322.7 $ 613.1 $ 657.1 (1) Includes building materials, aggregates distribution, hauling and other. June 30, 2021 December 31, 2020 Identifiable Property, Plant and Equipment Assets: Ready-mixed concrete $ 289.5 $ 286.9 Aggregate products 495.6 478.1 Other products and corporate 21.7 23.2 Total identifiable assets $ 806.8 $ 788.2 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Valuation Assumptions | The assumptions used to value the above-target portion of the 2021 Grant were as follows: Value Expected term (years) (1) 0.3 - 0.4 Expected volatility 72.9% Risk-free interest rate 0.3% Vesting price (1)(2) $69.23 - $74.95 Average grant date fair value per share $49.65 - $47.97 (1) The $69.23 stock price hurdle for the 2021 Grant was met during June 2021, the related performance stock units vested, and the related expense that would have been recognized over 0.3 years was accelerated and recognized during the three months ended June 30, 2021. (2) The vesting price is the average of the daily volume-weighted average share price of USCR 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, 2021. |
ACQUISITIONS AND BUSINESS COM_3
ACQUISITIONS AND BUSINESS COMBINATIONS - Additional Information (Narrative) (Details) $ / shares in Units, T in Millions, $ in Millions | Apr. 20, 2021USD ($) | Mar. 12, 2021USD ($) | Nov. 07, 2020USD ($) | Feb. 24, 2020aT | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2021USD ($)$ / shares | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) |
Business Acquisition [Line Items] | |||||||||||
Goodwill | $ 238 | $ 238 | $ 238.2 | ||||||||
Stockton Terminal Facility | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Consideration transferred, asset acquisition | $ 8.2 | ||||||||||
Orca acquisition | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Consideration transferred, asset acquisition | $ 28.7 | ||||||||||
Sugar City Acquisition | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Consideration transferred | $ 7.8 | ||||||||||
Goodwill | $ 2.1 | ||||||||||
Coram Material Corp. | |||||||||||
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 | ||||||||||
Revenue | $ 7 | $ 9.6 | |||||||||
Operating income | 1.3 | 1.1 | |||||||||
Coram Material Corp. | Intersegment sales | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Revenue | $ 2.7 | $ 3.7 | |||||||||
Vulcan Materials Company | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Transaction costs | $ 6.3 | $ 6.3 | |||||||||
Vulcan Materials Company | Forecast | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||||||||||
Cash portion, cash per share for common stock converted | $ / shares | $ 74 | ||||||||||
Termination fee | $ 50 |
ACQUISITIONS AND BUSINESS COM_4
ACQUISITIONS AND BUSINESS COMBINATIONS - Summary of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Feb. 24, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Business Acquisition [Line Items] | |||
Acquisitions funded by deferred consideration | $ 0 | $ 1.7 | |
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 | 1 | |
Acquisitions funded by deferred consideration | 1.7 | ||
Working capital adjustment | 1.6 | ||
Accounts payable | 0.6 | $ 0.6 | |
Consideration transferred, liabilities incurred | $ 2 |
ACQUISITIONS AND BUSINESS COM_5
ACQUISITIONS AND BUSINESS COMBINATIONS - Schedule of Unaudited Pro Forma Information (Details) - Coram Material Corp. - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | |
Business Acquisition [Line Items] | ||
Revenue | $ 322.7 | $ 659.2 |
Net income attributable to U.S. Concrete | $ 9.3 | $ 7.7 |
Earnings per share attributable to U.S. Concrete - basic (in dollars per share) | $ 0.56 | $ 0.46 |
Earnings per share attributable to U.S. Concrete - diluted (in dollars per share) | $ 0.56 | $ 0.46 |
ACQUISITIONS AND BUSINESS COM_6
ACQUISITIONS AND BUSINESS COMBINATIONS - Schedule of Adjustments Reflected in Pro Forma Net Income (Loss) and Net Income (Loss) Per Share Amounts (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Increase in depreciation, depletion and amortization expense | $ (50.1) | $ (48.6) | ||
Increase in interest expense | $ (10.3) | $ (11.4) | (20.7) | (22.8) |
Increase in income tax expense | $ 0.7 | (4.3) | $ 5.4 | 0.6 |
Coram Material Corp. | Acquisition-related costs | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Decrease in cost of goods sold related to fair value increase in inventory | 2.6 | 4.2 | ||
Increase in depreciation, depletion and amortization expense | 0 | (0.9) | ||
Exclusion of buyer transaction costs | 0.1 | 0.6 | ||
Exclusion of seller transaction costs | 0 | 0.3 | ||
Increase in interest expense | 0 | (0.8) | ||
Increase in income tax expense | $ 0 | $ (1.1) |
ALLOWANCE FOR DOUBTFUL ACCOUN_3
ALLOWANCE FOR DOUBTFUL ACCOUNTS AND CUSTOMER DISPUTES (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
Beginning balance | $ 7.2 |
Provision for doubtful accounts and customer disputes | 1 |
Uncollectible receivables written off, net of recoveries | (0.8) |
Ending balance | 7.4 |
Allowances for other receivables | $ 1.3 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 67.6 | $ 64.4 |
Building materials for resale | 6.4 | 4.1 |
Other | 2.5 | 1.8 |
Total | 76.5 | 70.3 |
Raw materials, noncurrent | $ 9.4 | $ 2.5 |
DEBT - Schedule of Debt and Cap
DEBT - Schedule of Debt and Capital Leases (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Jun. 25, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | |||
Finance leases | $ 85.4 | $ 87.9 | |
Debt issuance costs | (10.2) | (7.6) | |
Total debt | 789.1 | 702.4 | |
Less: current maturities | (40.8) | (33.7) | |
Long-term debt, net of current maturities | 748.3 | 668.7 | |
Unsecured notes | 2029 Notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 400 | $ 400 | |
Interest rate | 5.125% | 5.125% | |
Effective interest rate (as a percent) | 5.25% | 5.25% | |
Unsecured notes | 2024 Notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 0 | $ 201.8 | |
Interest rate | 6.375% | ||
Effective interest rate (as a percent) | 6.56% | ||
Term loans | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 300 | $ 0 | |
Debt issuance costs | $ (4.6) | ||
Effective interest rate (as a percent) | 3.25% | ||
Asset based revolving credit facility | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 3.5 | $ 6.5 | |
Effective interest rate (as a percent) | 3.50% | 3.50% | |
Delayed draw term loan facility | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 0 | $ 0 | |
Promissory notes | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 10.4 | $ 13.8 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | Jun. 26, 2021USD ($) | Jun. 25, 2021USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | |||||||
Debt issuance costs, net | $ 10,200,000 | $ 10,200,000 | $ 7,600,000 | ||||
Loss on extinguishment of debt | 5,500,000 | $ 0 | 5,500,000 | $ 0 | |||
Line of Credit | Letter of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Undrawn standby letters of credit | 25,900,000 | 25,900,000 | |||||
Term Loans | |||||||
Debt Instrument [Line Items] | |||||||
Debt issuance costs, net | $ 4,600,000 | ||||||
Aggregate principal amount | $ 300,000,000 | ||||||
Discount rate on issuance price | 99.75% | ||||||
Term Loans | London Interbank Offered Rate (LIBOR) | Debt interest rate option one | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate, floor | 0.0050 | ||||||
Basis spread on variable rate | 2.75% | ||||||
Term Loans | London Interbank Offered Rate (LIBOR) | Debt interest rate option two | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1.00% | ||||||
Term Loans | Federal Reserve Bank Effective Rate | Debt interest rate option two | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 0.50% | ||||||
Term Loans | Base Rate | Debt interest rate option two | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate, floor | 0.0150 | ||||||
Basis spread on variable rate | 1.75% | ||||||
Unsecured notes | |||||||
Debt Instrument [Line Items] | |||||||
Fair value of long-term debt | 436,600,000 | 436,600,000 | |||||
Fourth Loan Agreement | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debt issuance costs, net | $ 1,500,000 | ||||||
Fourth Loan Agreement | Line of Credit | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | 300,000,000 | ||||||
Asset Based Revolving Credit Facility | Line of Credit | Revolving Credit Facility | |||||||
Debt Instrument [Line Items] | |||||||
Maximum availability under the Revolving Facility | 214,700,000 | $ 214,700,000 | |||||
Fixed charge coverage ratio, minimum required | 100.00% | ||||||
Fixed charge coverage ratio, measurement period | 12 months | ||||||
Asset Based Revolving Credit Facility | Line of Credit | Letter of Credit | |||||||
Debt Instrument [Line Items] | |||||||
Undrawn standby letters of credit | 1,100,000 | $ 1,100,000 | |||||
Senior Unsecured Notes Due 2024 | |||||||
Debt Instrument [Line Items] | |||||||
Write-off of unamortized debt issuance costs | 1,400,000 | ||||||
Early repayment of senior debt | $ 200,000,000 | ||||||
Debt instrument redemption price | 101.594% | ||||||
Loss on extinguishment of debt | 3,100,000 | ||||||
Loss on redemption of debt, redemption premium | $ 3,200,000 | ||||||
Unamortized premium | $ 1,500,000 | ||||||
Senior Unsecured Notes Due 2024 | Unsecured notes | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 6.375% | ||||||
2029 Notes | Unsecured notes | |||||||
Debt Instrument [Line Items] | |||||||
Interest rate | 5.125% | 5.125% | 5.125% | ||||
Delayed draw term loan facility | |||||||
Debt Instrument [Line Items] | |||||||
Maximum borrowing capacity | $ 178,700,000 | ||||||
Write-off of unamortized debt issuance costs | $ 2,300,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | |||||
Income tax benefit (expense) | $ 0.7 | $ (4.3) | $ 5.4 | $ 0.6 | |
Income taxes receivable | $ 18.7 | $ 18.7 | $ 5.8 | ||
Coronavirus Aid, Relief and Economic Security (CARES Act), Interest Limitation | |||||
Operating Loss Carryforwards [Line Items] | |||||
Income tax benefit (expense) | $ 3.2 |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Restricted stock awards and restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive shares (in shares) | 0.5 | 0.8 | 0.5 | 0.6 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Loss Contingencies [Line Items] | ||
Withdrawal obligation | $ 1.4 | |
Letter of Credit | Line of Credit | ||
Loss Contingencies [Line Items] | ||
Undrawn standby letters of credit | 25.9 | |
Long-term line of credit | 1.1 | |
Insurance Claims | ||
Loss Contingencies [Line Items] | ||
Amount accrued for self-insurance claims | 34.9 | $ 33 |
Performance bonds | ||
Loss Contingencies [Line Items] | ||
Contingent liability for performance | 12.9 | |
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 | 6 Months Ended | ||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)reporting_segment | Jun. 30, 2020USD ($) | |
Segment Reporting [Abstract] | ||||
Number of reportable segments | reporting_segment | 2 | |||
Revenue by Segment: | ||||
Revenue | $ 327.4 | $ 322.7 | $ 613.1 | $ 657.1 |
Reconciliation of Total Reportable Segment Adjusted EBITDA to Net Income (Loss): | ||||
Total reportable segment Adjusted EBITDA | 51 | 59.7 | 88.4 | 102.7 |
Other products and eliminations from operations | 0.7 | 0.3 | 0.4 | 0.4 |
Corporate overhead | (32.6) | (16.3) | (46.3) | (31.9) |
Depreciation, depletion and amortization for reportable segments | (24.2) | (23.7) | (47.1) | (45.5) |
Interest expense, net | (10.3) | (11.4) | (20.7) | (22.8) |
Loss on extinguishment of debt | (5.5) | 0 | (5.5) | 0 |
Gain on sale of business | 0 | 0 | 0.7 | 0 |
Realignment initiative costs | 0 | (0.8) | (0.4) | (0.8) |
Change in value of contingent consideration for reportable segments | 0 | 5.8 | 0.1 | 5.5 |
Purchase accounting adjustments for inventory | (0.5) | (2.6) | (0.6) | (4.2) |
Corporate, other products and eliminations other income (loss), net | 0.2 | (0.2) | 0.3 | (0.3) |
Income (loss) before income taxes | (21.2) | 10.8 | (30.7) | 3.1 |
Income tax benefit (expense) | 0.7 | (4.3) | 5.4 | 0.6 |
Net income (loss) | (20.5) | 6.5 | (25.3) | 3.7 |
Ready-mixed concrete | ||||
Revenue by Segment: | ||||
Revenue | 274.3 | 272.4 | 515.8 | 564.6 |
Reconciliation of Total Reportable Segment Adjusted EBITDA to Net Income (Loss): | ||||
Total reportable segment Adjusted EBITDA | 30.9 | 38.1 | 55.8 | 69.8 |
Aggregate products | ||||
Revenue by Segment: | ||||
Revenue | 25.2 | 26.1 | 47.8 | 47.2 |
Reconciliation of Total Reportable Segment Adjusted EBITDA to Net Income (Loss): | ||||
Total reportable segment Adjusted EBITDA | 20.1 | 21.6 | 32.6 | 32.9 |
Aggregate products | Cargo and Freight | ||||
Revenue by Segment: | ||||
Revenue | 11.2 | 12.1 | 20.6 | 22.1 |
Operating segment | ||||
Revenue by Segment: | ||||
Revenue | 327.5 | 326.9 | 613.5 | 662.7 |
Operating segment | Aggregate products | ||||
Revenue by Segment: | ||||
Revenue | 53.2 | 54.5 | 97.7 | 98.1 |
Intersegment sales | Aggregate products | ||||
Revenue by Segment: | ||||
Revenue | 16.8 | 16.3 | 29.3 | 28.8 |
Other products and corporate | ||||
Revenue by Segment: | ||||
Revenue | $ (0.1) | $ (4.2) | $ (0.4) | $ (5.6) |
SEGMENT INFORMATION - Capital E
SEGMENT INFORMATION - Capital Expenditures (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Payments to acquire property, plant, and equipment | $ 13.6 | $ 6.9 | $ 46 | $ 14.2 |
Operating segment | Ready-mixed concrete | ||||
Segment Reporting Information [Line Items] | ||||
Payments to acquire property, plant, and equipment | 10.4 | 4.3 | 11.5 | 8.7 |
Operating segment | Ready-mixed concrete | Stockton Terminal Facility | ||||
Segment Reporting Information [Line Items] | ||||
Payments to acquire property, plant, and equipment | 8.2 | 8.2 | ||
Operating segment | Aggregate Products | ||||
Segment Reporting Information [Line Items] | ||||
Payments to acquire property, plant, and equipment | 2.9 | 2.5 | 34 | 5.3 |
Operating segment | Aggregate Products | Orca acquisition | ||||
Segment Reporting Information [Line Items] | ||||
Payments to acquire property, plant, and equipment | 28.7 | |||
Other products and corporate | ||||
Segment Reporting Information [Line Items] | ||||
Payments to acquire property, plant, and equipment | $ 0.3 | $ 0.1 | $ 0.5 | $ 0.2 |
SEGMENT INFORMATION - Revenue b
SEGMENT INFORMATION - Revenue by Product (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 327.4 | $ 322.7 | $ 613.1 | $ 657.1 |
Ready-mixed concrete | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 274.3 | 272.4 | 515.8 | 564.6 |
Aggregate products | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 36.4 | 38.2 | 68.4 | 69.3 |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 16.7 | $ 12.1 | $ 28.9 | $ 23.2 |
SEGMENT INFORMATION - Identifia
SEGMENT INFORMATION - Identifiable Property, Plant and Equipment Assets (Details) - USD ($) $ in Millions | Jun. 30, 2021 | Dec. 31, 2020 |
Segment Reporting Information [Line Items] | ||
Total identifiable assets | $ 806.8 | $ 788.2 |
Operating segment | Ready-mixed concrete | ||
Segment Reporting Information [Line Items] | ||
Total identifiable assets | 289.5 | 286.9 |
Operating segment | Aggregate products | ||
Segment Reporting Information [Line Items] | ||
Total identifiable assets | 495.6 | 478.1 |
Other products and corporate | ||
Segment Reporting Information [Line Items] | ||
Total identifiable assets | $ 21.7 | $ 23.2 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 22, 2021 | Mar. 01, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 01, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense | $ 14.7 | $ 2.5 | $ 17.6 | $ 6.2 | |||
Restricted Stock Units (RSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Grants in period (shares) | 367,720 | ||||||
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% | ||||||
Share price (USD per share) | $ 55.72 | ||||||
Granted in period, fair value | $ 8.1 | ||||||
Expected volatility (percentage) | 72.90% | ||||||
Risk-free interest rate (percentage) | 0.30% | ||||||
Cost not yet recognized, period for recognition | 3 months 18 days | ||||||
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) | 3 months 18 days | ||||||
Vesting price (USD per share) | $ 69.23 | $ 69.23 | |||||
Grant date fair value per share (USD per share) | $ 49.65 | ||||||
Restricted Stock Units (RSUs) | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Expected term (years) | 4 months 24 days | ||||||
Vesting price (USD per share) | $ 74.95 | $ 74.95 | |||||
Grant date fair value per share (USD per share) | $ 47.97 | ||||||
U.S. Concrete, Inc. Long Term Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Additional shares authorized (shares) | 880,000 | ||||||
Common stock reserved for future issuance (shares) | 485,000 | 485,000 |
Uncategorized Items - uscr-2021
Label | Element | Value |
Accounting Standards Update [Extensible List] | us-gaap_AccountingStandardsUpdateExtensibleList | us-gaap:AccountingStandardsUpdate201613Member |