Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Aug. 31, 2015 | Oct. 13, 2015 | |
Entity Registrant Name | New Enterprise Stone & Lime Co., Inc. | |
Entity Central Index Key | 1,527,032 | |
Current Fiscal Year End Date | --02-28 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Aug. 31, 2015 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Common Stock, Class A | ||
Entity Common Stock, Shares Outstanding | 500 | |
Common Stock, Class B | ||
Entity Common Stock, Shares Outstanding | 273,285 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Aug. 31, 2015 | Feb. 28, 2015 | [1] |
Current assets | |||
Cash and cash equivalents | $ 21,425 | $ 13,293 | |
Restricted cash | 17,022 | 17,177 | |
Accounts receivable, less reserves of $3,848 and $4,564 respectively | 160,028 | 49,901 | |
Inventories | 106,161 | 102,206 | |
Deferred income taxes | 2,630 | 2,630 | |
Other current assets | 9,746 | 8,885 | |
Assets held for sale | 9,888 | 8,517 | |
Total current assets | 326,900 | 202,609 | |
Property, plant and equipment, net | 299,322 | 310,274 | |
Goodwill | 81,492 | 87,132 | |
Other intangible assets, net | 17,814 | 18,933 | |
Other noncurrent assets | 30,732 | 31,422 | |
Total assets | 756,260 | 650,370 | |
Current liabilities | |||
Current maturities of long-term debt | 39,349 | 8,528 | |
Accounts payable - trade | 53,679 | 15,652 | |
Accrued liabilities | 79,683 | 64,880 | |
Total current liabilities | 172,711 | 89,060 | |
Long-term debt, less current maturities | 664,122 | 650,267 | |
Deferred income taxes | 29,206 | 28,727 | |
Other noncurrent liabilities | 45,461 | 46,274 | |
Total liabilities | 911,500 | 814,328 | |
Commitments and contingencies (Note 2 and Note 8) | 0 | 0 | |
Deficit | |||
Accumulated deficit | (282,227) | (290,887) | |
Additional paid-in capital | 126,962 | 126,962 | |
Accumulated other comprehensive loss | (2,041) | (2,119) | |
Total New Enterprise Stone & Lime Co., Inc. deficit | (157,032) | (165,770) | |
Noncontrolling interest in consolidated subsidiaries | 1,792 | 1,812 | |
Total deficit | (155,240) | (163,958) | |
Total liabilities and deficit | 756,260 | 650,370 | |
Common Stock, Class A | |||
Deficit | |||
Common stock | 1 | 1 | |
Common Stock, Class B | |||
Deficit | |||
Common stock | $ 273 | $ 273 | |
[1] | Data derived from audited consolidated balance sheet as of February 28, 2015. |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) - USD ($) $ in Thousands | Aug. 31, 2015 | Feb. 28, 2015 |
Accounts receivable, reserves | $ 3,848 | $ 4,564 |
Common Stock, Class A | ||
Redeemable Common stock, par value (in dollars per share) | $ 1 | $ 1 |
Common Stock, Class B | ||
Redeemable Common stock, par value (in dollars per share) | $ 1 | $ 1 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2015 | Aug. 31, 2014 | Aug. 31, 2015 | Aug. 31, 2014 | |
Revenue | ||||
Construction materials | $ 115,853 | $ 123,500 | $ 185,731 | $ 200,145 |
Heavy/highway construction | 107,799 | 101,624 | 158,480 | 145,722 |
Traffic safety services and equipment | 22,903 | 22,445 | 43,060 | 42,130 |
Total revenue | 246,555 | 247,569 | 387,271 | 387,997 |
Cost of revenue (exclusive of Depreciation, depletion and amortization shown separately below) | ||||
Construction materials | 62,762 | 78,500 | 111,603 | 139,925 |
Heavy/highway construction | 97,982 | 91,763 | 148,223 | 136,988 |
Traffic safety services and equipment | 16,956 | 16,288 | 32,824 | 31,509 |
Total cost of revenue | 177,700 | 186,551 | 292,650 | 308,422 |
Depreciation, depletion and amortization | 10,344 | 11,157 | 20,299 | 22,247 |
Asset impairment | 0 | 3,343 | 183 | 5,023 |
Selling, administrative and general expenses | 11,697 | 14,649 | 26,401 | 29,936 |
Gain on disposals of property, equipment and software | (3,733) | (161) | (3,833) | (310) |
Operating income (loss) | 50,547 | 32,030 | 51,571 | 22,679 |
Interest expense, net | (21,146) | (20,380) | (42,216) | (40,706) |
Income (loss) before income taxes | 29,401 | 11,650 | 9,355 | (18,027) |
Income tax expense (benefit) | 1,331 | 900 | 423 | (1,342) |
Net income (loss) | 28,070 | 10,750 | 8,932 | (16,685) |
Less: Comprehensive income attributable to noncontrolling interest | (137) | (177) | (272) | (352) |
Net income (loss) attributable to New Enterprise Stone & Lime Co., Inc. | 27,933 | 10,573 | 8,660 | (17,037) |
Unrealized actuarial gains and amortization of prior service costs, net of income taxes | 39 | 38 | 78 | 77 |
Comprehensive income (loss) | 28,109 | 10,788 | 9,010 | (16,608) |
Comprehensive income (loss) attributable to New Enterprise Stone & Lime Co., Inc. | $ 27,972 | $ 10,611 | $ 8,738 | $ (16,960) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 6 Months Ended | ||
Aug. 31, 2015 | Aug. 31, 2014 | ||
Reconciliation of net income (loss) to net cash from operating activities | |||
Net income (loss) | $ 8,932 | $ (16,685) | |
Adjustments to reconcile net loss to net cash used in operating activities | |||
Depreciation, depletion and amortization | 20,299 | 22,247 | |
Asset impairment | 183 | 5,023 | |
Gain on disposals of property, equipment and software | (3,833) | (310) | |
Non-cash payment-in-kind interest accretion | 10,165 | 11,045 | |
Amortization and write-off of debt issuance costs | 2,164 | 2,164 | |
Deferred income taxes | 479 | (843) | |
Bad debt | 84 | 928 | |
Changes in assets and liabilities: | |||
Accounts receivable | (99,981) | (96,504) | |
Inventories | (4,163) | 3,979 | |
Other assets | (1,650) | 1,347 | |
Accounts payable | 36,924 | 49,324 | |
Other liabilities | 16,265 | 2,092 | |
Net cash used in operating activities | (14,132) | (16,193) | |
Cash flows from investing activities | |||
Capital expenditures | (11,830) | (11,829) | |
Proceeds from sale of property, equipment and assets held for sale | 5,849 | 1,177 | |
Change in cash value of life insurance | 0 | (75) | |
Change in restricted cash | 154 | 12,194 | |
Net cash (used in) provided by investing activities | (5,827) | 1,467 | |
Cash flows from financing activities | |||
Proceeds from issuance of short-term borrowings | 30,091 | 24,675 | |
Repayments of other debt | (813) | (4,445) | |
Payments on capital leases | (896) | (1,594) | |
Debt issuance costs | 0 | (756) | |
Distribution to noncontrolling interest | (291) | 0 | |
Net cash provided by financing activities | 28,091 | 17,880 | |
Net increase in cash and cash equivalents | 8,132 | 3,154 | |
Cash and cash equivalents | |||
Beginning of period | 13,293 | [1] | 23,892 |
End of period | $ 21,425 | $ 27,046 | |
[1] | Data derived from audited consolidated balance sheet as of February 28, 2015. |
Nature of Operations and Summar
Nature of Operations and Summary of Significant Accounting Policies | 6 Months Ended |
Aug. 31, 2015 | |
Accounting Policies [Abstract] | |
Nature of Operations and Summary of Significant Accounting Policies | Nature of Operations and Summary of Significant Accounting Policies Company Activities New Enterprise Stone & Lime Co., Inc., a Delaware corporation, is a privately held, vertically integrated construction materials supplier and heavy/highway construction contractor in Pennsylvania and western New York and a national traffic safety services and equipment provider. Founded in 1924, the Company operates in three segments based upon the nature of its products and services: construction materials, heavy/highway construction and traffic safety services and equipment. As used herein, the terms “we,” “us,” “our,” “NESL,” or the “Company” refer to New Enterprise Stone & Lime Co., Inc., and/or one or more of its subsidiaries. Construction materials is comprised of aggregate production, including crushed stone and construction sand and gravel, hot mix asphalt production, and ready mixed concrete production. Heavy/highway construction includes heavy construction, blacktop paving and other site preparation services. The Company's heavy/highway construction operations are primarily supplied with construction materials from our construction materials segment. Traffic safety services and equipment consists primarily of sales, leasing and servicing of general and specialty traffic control and work zone safety equipment and devices to industrial construction end-users. Almost all of our products are produced and consumed outdoors. Normally, our highest sales and earnings are in the second and third fiscal quarters and our lowest are in the first and fourth fiscal quarters. As a result of this seasonality, our significant net working capital items, which are accounts receivable, inventories, accounts payable - trade and accrued liabilities, are typically higher as of interim period ends compared to fiscal year end. Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements and notes included in this report have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its wholly owned subsidiary companies, and their wholly owned subsidiary companies, and entities where the Company has a controlling equity interest. All adjustments (all of which are of a normal recurring nature) that are necessary for a fair statement are reflected in the unaudited Condensed Consolidated Financial Statements. The unaudited Condensed Consolidated Financial Statements do not include all of the information or disclosures required for a complete presentation in accordance with GAAP. The year-end condensed balance sheet data at February 28, 2015 was derived from audited financial statements, but does not include all disclosures required by GAAP. Accordingly, these unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements, including the notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2015 filed with the Securities and Exchange Commission (“SEC”) on May 18, 2015. The results for interim periods are not necessarily indicative of the results for the full fiscal year ending February 29, 2016 ("fiscal 2016"). Related Party Transactions The Company has certain related party transactions, including: (i) an arrangement to lease its precast/prestressed structural concrete operations in Roaring Spring, PA to an entity controlled by a member of the Company's Board of Directors and stockholder; (ii) investments in Means to Go., LLC, in which the Company has an ownership interest of 50% or less, and an aircraft lease agreement with Means to Go, LLC; (iii) South Woodbury, L.P. owns an office building in Roaring Spring, PA and an office building that is being used as the Company's corporate headquarters in New Enterprise, PA; and (iv) payments of consulting fees to Larry R. Webber, a director of the Company, per a management consulting agreement. Principles of Consolidation The Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries and entities where the Company has a controlling equity interest. All material intercompany balances and transactions have been eliminated in consolidation. Reclassifications Certain items previously reported in prior period financial statement captions have been conformed to agree with the current presentation. The expenses associated with certain benefit programs previously disclosed within the Pension and profit sharing caption have been reclassified to the Cost of revenue and to the Selling, administrative and general captions in the Condensed Consolidated Statements of Comprehensive Income (Loss) in the amounts of $1.7 million and $0.2 million , respectively for the three months ended August 31, 2014 and $3.0 million and $0.3 million , respectively, for the six months ended August 31, 2014 . The reclassification had no effect on Operating income, Comprehensive income (loss) within the Condensed Consolidated Statements of Comprehensive Income (Loss), the Condensed Consolidated Statement of Cash Flows, or the Condensed Consolidated Balance Sheets. Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. Cash balances were restricted in certain consolidated subsidiaries for insurance requirements as well as collateral on outstanding letters of credit or rentals. The Company uses a cash pooling arrangement with a single financial institution with specific provisions for the right to offset positive and negative cash balances. In addition, the Company has agreed to provide cash dominion for all accounts associated with this arrangement. Accordingly, the Company classifies net aggregate cash overdraft positions as other obligations within the current maturities of long-term debt, as applicable. Accounts Receivable Trade accounts receivable, less allowance for doubtful accounts, are recorded at the invoiced amount plus service charges related to past due accounts. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable, including service charges. The Company determines the allowance based on historical write-off experience, specific identification based on a review of individual past due balances and their composition, and the nature of the customer. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company’s total accounts receivable consists of the following: August 31, February 28, (In thousands) 2015 2015 Costs and estimated earnings in excess of billings $ 37,000 $ 7,392 Trade 120,467 39,792 Retainages 6,409 7,281 163,876 54,465 Allowance for doubtful accounts (3,848 ) (4,564 ) Accounts receivable, net $ 160,028 $ 49,901 Inventories Inventories are stated at the lower of cost or market. Cost is determined using either first-in, first-out (“FIFO”) or weighted average method based on the applicable category of inventories. The Company’s total inventories consist of the following: August 31, February 28, (In thousands) 2015 2015 Crushed stone, agricultural lime and sand $ 70,615 $ 70,112 Safety equipment 16,805 14,187 Parts, tires and supplies 7,369 7,753 Raw materials 9,304 7,980 Building materials 1,141 1,066 Other 927 1,108 Total inventories $ 106,161 $ 102,206 Property, Plant and Equipment Property, plant and equipment are carried at cost. Assets under capital leases are stated at the lesser of the present value of minimum lease payments or the fair value of the leased item. Provision for depreciation is generally computed over estimated service lives by the straight-line method. The Company’s property, plant and equipment consist of the following: August 31, February 28, (In thousands) 2015 2015 Limestone and sand acreage $ 145,012 $ 146,293 Land, buildings and building improvements 78,713 87,097 Crushing, prestressing and manufacturing plants 304,686 305,923 Contracting equipment vehicles and other 317,218 307,644 Construction in progress 5,989 3,923 Property, plant and equipment 851,618 850,880 Less: Accumulated depreciation and depletion (552,296 ) (540,606 ) Property, plant and equipment, net $ 299,322 $ 310,274 For the three months ended August 31, 2015 and 2014 , depreciation expense was $9.0 million and $9.9 million , respectively. For the six months ended August 31, 2015 and 2014 , depreciation expense was $18.1 million and $20.1 million , respectively. Assets Held for Sale The Company classifies assets as held for sale when the all following criteria are met: (i) management, having the authority to approve the action, commits to a plan to sell the asset; (ii) the asset is available for immediate sale in its present condition; (iii) an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated; (iv) the sale of the asset is probable, and transfer of the asset is expected to quality for recognition as a completed sale, within one year, with a few exceptions: and (v) the asset is being actively marketed for sale at a price that is reasonable, in relation to its current fair value. During the six months ended August 31, 2015 , the Company finalized its sale of certain properties previously recorded in Assets Held for Sale at February 28, 2015 for $7.1 million and the assumption of $1.1 million in liabilities. The Company recorded a gain of approximately $3.1 million and recorded additional impairment of approximately $0.1 million on these sales in the six months ended August 31, 2015 . During the six months ended August 31, 2015 , the Company entered into and completed the sale of certain assets for $11.2 million , and the assumption of $0.3 million of liabilities, pending final purchase price adjustments. Goodwill and Other intangibles of $6.3 million were allocated to the sale of these business operations. The sale of these business operations resulted in a gain of $0.6 million . Due to the timing of closing, the Company did not receive the cash proceeds until subsequent to August 31, 2015, as such the Company recorded a receivable and other assets which is included in Accounts receivable and Other noncurrent assets on the Condensed Consolidated Balance Sheet. During the six months ended August 31, 2015 , the Company determined it was going to sell certain assets, which totaled $6.4 million . The assets were classified as part of Assets Held for Sale as of August 31, 2015 . No additional impairments were recorded. The remaining Assets Held for Sale at August 31, 2015 are comprised primarily of non-core operations related to excess property at its Wescosville, PA location and excess office buildings. The Company's assets held for sale consisted of the following: August 31, 2015 February 28, 2015 Inventory $ — $ 961 PP&E, net of impairment 9,888 7,556 Total assets held for sale $ 9,888 $ 8,517 Restructuring The Company initiated, during fiscal year 2014, and substantially concluded in fiscal year 2015, a cost savings and operational efficiency plan (the “Plan”). The Plan focused on headcount reductions, operational efficiencies, administrative savings, and a management realignment. The following table presents changes to Accrued restructuring, included in Accrued liabilities on the Condensed Consolidated Financial Statements: (In thousands) Accrued restructuring Balance at February 28, 2015 $ 1,461 Additional accruals recorded — Payments on or reductions of accrued restructuring charges 1,200 Balance at August 31, 2015 $ 261 Use of Estimates The preparation of the Condensed Consolidated Financial Statements requires management to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include the carrying amount of property, plant and equipment; valuation of receivables, inventories, goodwill and other intangible assets; recognition of revenue and loss contract reserves under the percentage-of-completion method; assets and obligations related to employee benefit plans; asset retirement obligations; income tax valuation; and self-insurance reserves. Actual results could differ from those estimates and those differences could be material. Goodwill and Other Intangible Assets Goodwill Goodwill is tested for impairment on an annual basis or more frequently whenever events or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The impairment test for goodwill is a two-step process. Under the first step, the fair value of the reporting unit is compared with its carrying value. If the fair value of the reporting unit is less than its carrying value, an indication of impairment exists and the reporting unit must perform step two of the impairment test. Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation. If the fair value of the reporting unit exceeds its carrying value under the first step, step two does not need to be performed. Our reporting units were determined based on our organizational structure, considering the level at which discrete financial information for businesses is available and regularly reviewed. The Company has three operating segments, which is the basis for determining its reporting units, organized around its three lines of business: (i) construction materials; (ii) heavy/highway construction; and (iii) traffic safety services and equipment. Construction materials include three reporting units within the operating segment based on geographic location. The operating segment of traffic safety services and equipment consists of one reporting unit within the segment based upon the similar economic characteristics of its operations. Our annual goodwill impairment analysis takes place as of fiscal year end. The estimated fair value of each of the reporting units was in excess of its carrying value, even after conducting various sensitivity analysis on key assumptions, such that no adjustment to the carrying values of goodwill was required as of February 28, 2015 . The inputs used within the fair value measurements were categorized within Level 3 of the fair value hierarchy. During the three and six months ended August 31, 2015 , the Company allocated $5.6 million of Goodwill to the sale of certain assets. Other Intangible Assets Other intangible assets consist of technology, customer relationships and trademarks acquired in previous acquisitions. The technology, customer relationships and trademarks are amortized over a straight-line basis. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. During the three and six months ended August 31, 2015 , the Company allocated $0.7 million of other intangibles to the sale of certain assets. Other Noncurrent Assets The Company’s Other noncurrent assets consist of the following: August 31, February 28, (In thousands) 2015 2015 Deferred financing fees (less current portion of $2,394 and $2,905, respectively) $ 8,662 $ 10,314 Capitalized software (net of accumulated amortization of $3,909 and $3,364, respectively) 7,247 7,553 Cash surrender value of life insurance (net of loans of $3,035) 1,250 1,249 Deferred stripping costs 4,967 4,514 Other 8,606 7,792 Total other noncurrent assets $ 30,732 $ 31,422 Revenue Recognition The Company recognizes revenue on construction contracts under the percentage-of-completion method of accounting, as measured by the cost incurred to date over estimated total cost. Our construction contracts are primarily fixed-price contracts. The typical contract life cycle for these projects can be up to two to four years in duration. Changes in job performance, job conditions, estimated profitability and final contract settlements may result in revisions to revenues and costs. Revenue from contract change orders is recognized when the contract owner has agreed to the change order with the customer and the related costs are incurred. We do not recognize revenue on a basis of contract claims. Provisions for estimated losses on uncompleted contracts are made for the full amount of estimated loss in the period in which evidence indicates that the estimated total cost of a contract exceeds its estimated total revenue and are recorded as an additional cost (rather than as a reduction of revenue). Contract costs include all direct material, labor, subcontract and other costs and those indirect costs related to contract performance, such as indirect salaries and wages, equipment repairs and depreciation, insurance and payroll taxes. Administrative and general expenses are charged to expense as incurred. Costs and estimated earnings in excess of billings on uncompleted contracts represent the excess of contract revenue recognized to date over billings to date. Billings in excess of costs and estimated earnings on uncompleted contracts represent the excess of billings to date over the amount of revenue recognized to date. As of August 31, 2015 and February 28, 2015 , such amounts are included in accounts receivable (Note 1, “Nature of Operations and Summary of Significant Accounting Policies”) and accrued liabilities (Note 3, “Accrued Liabilities”), respectively, in the Condensed Consolidated Balance Sheets. The Company generally recognizes revenue on the sale of construction materials and concrete products, other than custom-built concrete products, when the customer takes title and assumes risk of loss. Typically, this occurs when products are shipped. The Company accounts for custom-built concrete products under the units-of-production method. Under this method, the revenue is recognized as the units are produced under firm contracts. The Company recognizes equipment rental revenue on a straight-line basis over the specific daily, weekly or monthly terms of the agreements. Revenues from the sale of equipment and contractor supplies are recognized at the time of delivery to, or pick-up by, the customer. Other revenue consists of sales of miscellaneous materials, scrap and other products that do not fall into our other primary lines of business. The Company generally recognizes revenue when the customer takes title and assumes risk of loss, the price is fixed or determinable and collection is reasonably assured. Impairment of Definite-Lived Long-Lived Assets Long-lived assets, such as property, plant and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. The Company considers an asset group as the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets. For our construction materials and heavy/highway construction operations, the lowest level of largely independent identifiable cash flows is at the regional level, which collectively serves a local market. Each region shares and allocates its material production, resources, equipment and business activity among the locations within the region in generating cash flows. We have realigned our current regional structure by combining Lancaster, Pennsylvania and Northeastern Pennsylvania into our Eastern Region, Central Pennsylvania, Chambersburg, Shippensburg and Gettysburg Pennsylvania into our Western Region, and Western New York into our North Region. The construction materials regions’ long-lived assets predominantly include limestone and sand acreage and crushing, prestressing equipment and manufacturing plants and the heavy/highway construction region’s long lived assets predominantly include contracting equipment and vehicles. The traffic safety services and equipment business includes two asset groups, distinguished between its retail sales and distribution as one asset group and its manufacturing and assembly as the second asset group. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount exceeds the fair value of the asset group. Recently Issued and Adopted Accounting Standards In August 2015, the FASB issued ASU 2015-15, Interest—Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements—Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting (SEC Update). ASU 2015-15 is being issued to clarify the SEC staff’s position on presenting and measuring debt issuance costs incurred in connection with line-of-credit arrangements given the lack of guidance on this topic in ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs. The Company is evaluating the impact of this standard on its Consolidated Financial Statements. In August 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. The amendment is effective for all entities for fiscal years and interim periods within those fiscal years, beginning after December 15, 2017. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is evaluating the impact of this standard on its Consolidated Financial Statements. In July 2015, the FASB issued ASU 2015-12, Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), Health and Welfare Benefit Plans (Topic 965): (Part I) Fully Benefit-Responsive Investment Contracts, (Part II) Plan Investment Disclosures, (Part III) Measurement Date Practical Expedient. The amendments in all three parts of this Update are effective for all entities for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. An entity should apply the amendments in Parts I and II retrospectively for all financial statements presented. An entity should apply the amendments on Part III prospectively. The Company is evaluating the impact of this standard on its Consolidated Financial Statements. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. Effective for public business entities for fiscal years and interim periods within those fiscal years, beginning after December 15, 2016. For all other entities, the amendments in this update are effective for fiscal years beginning after December 15, 2016 and for interim periods within fiscal years beginning after December 15, 2017. The amendments in this Update should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company is evaluating the impact of this standard on its Consolidated Financial Statements. In June 2015, the FASB issued ASU 2015-10, Technical Corrections and Improvements. Effective for all entities for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. The Company is evaluating the impact of this standard on its Consolidated Financial Statements. In May 2015, the FASB issued ASU 2015-09, Financial Services—Insurance (Topic 944): Disclosures about Short-Duration Contracts. Effective for public business entities for fiscal years beginning after December 15, 2015, and for interim periods within those fiscal years, beginning after December 15, 2016. For all other entities, the amendments in this update are effective for fiscal years beginning after December 15, 2016 and for interim periods within fiscal years beginning after December 15, 2017. The Company does not expect this standard to impact its Consolidated Financial Statements. In April 2015, the FASB issued ASU 2015-05, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement. Effective for annual and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption of the amendments in this update are permitted. The Company does not expect this standard to impact its Consolidated Financial Statements. In April 2015, the FASB issued ASU 2015-04, Compensation - Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employer's Defined Benefit Obligation and Plan Assets. Effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. For all other entities, the amendments in this update are effective for fiscal years beginning after December 15, 2016 and for interim periods within fiscal years beginning after December 15, 2017. Early adoption of the amendments in this update are permitted. The Company is evaluating the impact of this standard on its Consolidated Financial Statements. In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. Effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. For all other entities, the amendments in this update are effective for fiscal years beginning after December 15, 2015 and for interim periods within fiscal years beginning after December 15, 2016. Early adoption of the amendments in this update are permitted for financial statements that have not been previously issued. The Company is evaluating the impact of this standard on its Consolidated Financial Statements. In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. Effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. For all other entities, the amendments in this update are effective for fiscal years beginning after December 15, 2016 and for interim periods within fiscal years beginning after December 15, 2017. The Company is evaluating the impact of this standard on its Consolidated Financial Statements. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The standards requires an entity's management to evaluate whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued. Public entities are required to apply standards for annual reporting periods ending after December 15, 2016, and interim periods thereafter. Early application is permitted. The Company is evaluating the impact of this standard on its Consolidated Financial Statements. |
Risks and Uncertainties
Risks and Uncertainties | 6 Months Ended |
Aug. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Risks and Uncertainties | Risks and Uncertainties Our business is heavily impacted by several factors which are outside the control of management, including the overall health of the economy, the level of commercial and residential construction, the level of federal, state and local publicly funded construction projects and seasonal variations generally attributable to weather conditions. These factors impact the amount and timing of our revenues and our overall performance. On February 12, 2014, the Company entered into (i) an asset-based revolving credit agreement, among the Company and certain of its subsidiaries party thereto as borrowers, the lenders party thereto, PNC Bank, National Association, as issuer, swing loan lender, administrative agent and collateral agent (the “Revolving Credit Agreement” or “RCA”) and a (ii) term loan credit and guaranty agreement, among the Company as borrower, certain subsidiaries of the Company party thereto as guarantors, the lenders party thereto and Cortland Capital Market Services LLC as administrative agent (the “Term Loans”, and together with RCA, the “Credit Facilities”). The Credit Facilities contain certain financial maintenance and other covenants (Note 4, "Long-Term Debt"). In the past, the Company has failed to meet certain operating performance measures as well as the financial covenant requirements set forth under its previous credit facilities, which resulted in the need to obtain several amendments, and should the Company fail in the future, the Company cannot guarantee that it will be able to obtain such amendments. A failure to obtain such amendments could result in an acceleration of its indebtedness under the Credit Facilities and a cross-default under our other indebtedness, including the $250.0 million 11% senior notes due 2018 (the “Notes”) and the $265 million 13% senior secured notes due 2018 (the "Secured Notes"). If the lenders were to accelerate the due dates of our indebtedness or if current sources of liquidity prove to be insufficient, there can be no assurance that the Company would be able to repay or refinance such indebtedness or to obtain sufficient funding. This could require the Company to restructure or alter its operations and capital structure. We believe we have sufficient financial resources, including cash and cash equivalents, cash from operations and amounts available for borrowing under our RCA, to fund our business and operations, including capital expenditures and debt service obligations, for at least the next twelve months. At August 31, 2015 , the Company was in compliance with all of its financial covenants. |
Accrued Liabilities
Accrued Liabilities | 6 Months Ended |
Aug. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consist of the following: August 31, February 28, (In thousands) 2015 2015 Insurance $ 27,927 $ 24,565 Interest 25,406 23,408 Payroll and vacation 9,107 5,805 Withholding taxes 1,478 858 Billings in excess of costs and estimated earnings on uncompleted contracts 3,138 3,082 Contract expenses * 5,888 2,676 Other 6,739 4,486 Total accrued liabilities $ 79,683 $ 64,880 * Included within contract expenses is $1.1 million and $1.5 million of provision for loss contracts as of August 31, 2015 and February 28, 2015 , respectively. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Aug. 31, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt The Company's long-term debt consists of the following: August 31, February 28, (In thousands) 2015 2015 RCA ($46.8 million and $27.3 million available as of August 31, 2015 and February 28, 2015, respectively) $ 35,963 $ 5,873 11% Notes, due 2018 250,000 250,000 13% Secured Notes, due 2018 335,294 323,956 Term Loans, interest rate of 8% 70,000 70,000 Other obligations 12,214 8,966 Total debt 703,471 658,795 Less: Current portion (39,349 ) (8,528 ) Total long-term debt $ 664,122 $ 650,267 The RCA bears interest, at the Company’s option, at rates based upon LIBOR, plus a margin of 4.0% (with a LIBOR floor of 1.0% ) or the base rate, plus a margin of 3.0% . The unused portion of the revolving credit commitment is subject to a commitment fee at a rate of 0.5% . At August 31, 2015 , the weighted average interest rate on the RCA was 6.58% . The Term Loans bear interest, at the Company’s option, at rates based upon the LIBOR plus, a margin of 7.0% (with a LIBOR floor of 1.0% ) or the base rate plus a margin of 6.0% . At August 31, 2015 the weighted average interest rate on the Term Loans was 8.0% . Effective August 31, 2015, the Company obtained an amendment to the Credit Facility which allowed (i) certain assets to be added to a schedule of permitted asset sales and dispositions, and (ii) permitted the Company to incur additional capital expenditures equal to the unrestricted net cash proceeds received from the asset sales permitted under the terms of the Credit Agreements, as amended. The Credit Facilities contain a springing maturity date based upon certain events with a final maturity date of February 12, 2019. The Term Loans and the RCA will mature on December 14, 2017 unless the Company refinances its Secured Notes by such date and will mature on June 2, 2018 unless the Company refinances its Notes by June 1, 2018. Availability under the RCA is determined pursuant to a borrowing base formula based on eligible receivables and eligible inventory, subject to an availability block and to such other reserves as the Revolver Agent and the Syndication Agent may impose in accordance with the RCA. The availability block is initially $20.0 million but reduces to $10.0 million if the Company achieves a fixed charge coverage ratio of 1.00 to 1.00 as of the end of any fiscal quarter on a rolling four (4) quarter basis and further reduces to $0 if the Company achieves such fixed charge coverage ratio as of the end of the two immediately subsequent fiscal quarters. However, if at any time following the effectiveness of any of the reductions to the availability block the fixed charge coverage ratio as of the end of any quarter measured on a rolling four (4) quarter basis shall be less than 1.00 to 1.00, the availability block shall be increased back to $20.0 million , subject to further reduction as provided above; provided, that such reductions may occur no more than two ( 2 ) times, and if the availability block is increased back to $20.0 million following the second reduction, such increase shall be permanent and shall not be subject to further reduction. The Company achieved a fixed charge coverage ratio (as defined in the Credit Facilities) of greater than 1:00 to 1:00 as of August 31, 2015; therefore the availability block will be reduced by $10.0 million . The RCA includes a $20.0 million letter of credit sub-facility and a $10.5 million swing loan sub-facility for short-term borrowings. As of August 31, 2015 , the Company had $16.7 million of letters of credit outstanding under the sub-facility. We classify borrowings under the RCA as current due to the nature of the agreement. Pursuant to the Term Loans, in the event of a voluntary or mandatory prepayment or acceleration of the Term Loans, the Company shall be required to pay principal and a prepayment premium equal to: Time Period Percentage On or prior to 5/12/2015 103.00 % Between 5/13/2015 and 2/12/2016 102.00 % 2/13/2016 and thereafter 100.00 % Commencing May 31, 2015, as of the end of each fiscal quarter, the Company will be required to have trailing twelve-month EBITDA in an amount not less than certain amounts specified in the Credit Facilities. Commencing with the fiscal quarter ending May 31, 2017, the Company will be required under the Credit Facilities to maintain as of the end of each fiscal quarter a fixed charge coverage ratio of not less than 1.00 to 1.00 measured on a rolling four quarter basis. The Credit Facilities include affirmative and negative covenants that limit the ability of the Company and its subsidiaries to undertake certain actions, including, among other things, limitations on (i) the incurrence of indebtedness and liens, (ii) asset sales, (iii) dividends and other payments with respect to capital stock, (iv) acquisitions, investments and loans, (v) affiliate transactions, (vi) altering the business, (vii) prepaying indebtedness, (viii) making capital expenditures, and (ix) providing negative pledges to third parties. In addition, the Credit Facilities contain conditions to lending, representations and warranties and events of default, including, among other things: (i) payment defaults, (ii) cross-defaults to other material indebtedness, (iii) covenant defaults, (iv) certain events of bankruptcy, (v) the occurrence of a material adverse effect, (vi) material judgments, (vii) change in control, (viii) seizures of material property, (ix) involuntary interruptions of material operations, and (x) certain material events with respect to pension plans. As of August 31, 2015 , the Company was in compliance with all of its covenant requirements. 13% Secured Notes due 2018 Interest on the Secured Notes is initially payable at 13.0% per annum, semi-annually in arrears on March 15 and September 15. The Company will make each interest payment to the holders of record of the Secured Notes as of the immediately preceding March 1 and September 1. The Company used the proceeds from this offering to repay certain existing indebtedness and to pay related fees and expenses. The Secured Notes will mature on March 15, 2018. With respect to any interest payment date on or prior to March 15, 2017, the Company may, at its option, elect (an “Interest Form Election”) to pay interest on the Secured Notes (i) entirely in cash or (ii) subject to any Interest Rate Increase (as defined below), initially at the rate of 4% per annum in cash and 9% per annum by increasing the outstanding principal amount of the Secured Notes or by issuing additional paid in kind notes under the indenture on the same terms as the Secured Notes (“PIK Interest Portion” or “PIK Interest”); provided that in the absence of an Interest Form Election, interest on the Secured Notes will be payable as PIK Interest. On March 4, 2015, the Company notified the trustee of its Secured Notes that it had elected to pay interest on the Secured Notes for the 12-month period commencing March 15, 2015 in the form of 7% cash payment and 6% payment in kind, which represents $23.8 million and $20.4 million of interest, respectively, for the same 12-month period. At August 31, 2015 , the inception-to-date PIK interest was $79.5 million ( $70.3 million was recorded as an increase to the Secured Notes and $9.2 million was recorded as a long-term obligation in other liabilities). With respect to any interest payment payable after March 15, 2017, interest will be payable solely in cash. In addition, at the beginning of and with respect to each 12 -month period that begins on March 15, 2013, March 15, 2014, and March 15, 2015, the interest rate on the Secured Notes as of such date permanently increased by an additional 1.0% per annum (an "Interest Rate Increase") unless the Company delivered a written notice to the Trustee of the Company's election for such 12 -month period to either (x) alter the manner of interest payment on the Secured Notes going forward by increasing the Cash Interest Portion and decreasing the PIK Interest paid prior to each such election by, in each case, 1.0% per annum or (y) pay interest on the Secured Notes for such 12-month period entirely in cash (a "12-month Cash Election"). In the event of a 12 -Month Cash Election prior to March 15, 2017, the interest rate on the Secured Notes applicable for such 12-month period shall be 1.0% less than the total interest rate applicable to the Secured Notes in effect with respect to the immediately preceding interest period for which any PIK Interest was paid. If the Company makes a 12 -Month Cash Election for and in respect of the 12 -month period beginning on March 15, 2016, the same interest rate will apply for and in respect of the 12 -month period beginning on March 15, 2017. At any time prior to March 15, 2015, the Company was permitted to redeem, at its option, up to 35% of the Secured Notes with the net cash proceeds from certain public equity offerings at a redemption price equal to 113.0% of the principal amount outstanding, plus accrued and unpaid interest. The Company was also permitted to redeem some or all of the Secured Notes at any time prior to March 15, 2015 at a redemption price equal to 100.0% of the principal amount of the outstanding Secured Notes, plus accrued and unpaid interest, plus a “make-whole” premium. On and after March 15, 2015, the Secured Notes are redeemable, in whole or in part, at the redemption prices specified as follows: Date Percentage March 15, 2015 to March 14, 2016 106.50 % March 15, 2016 to March 14, 2017 103.25 % March 15, 2017 and thereafter 100.00 % In addition, the Company may be required to make an offer to purchase the Secured Notes upon the sale of certain assets or upon a change of control. The Company will be required to redeem certain portions of the Secured Notes for tax purposes on September 15, 2017 and each accrual period thereafter. The Secured Notes are guaranteed on a full and unconditional, and joint and several basis, by certain of the Company’s existing and future domestic subsidiaries (the “Guarantors” as described in Note 11, “Condensed Issuer, Guarantor and Non-Guarantor Financial Information”). The Secured Notes and related guarantees are senior secured obligations of the Company and the Guarantors that rank equally in right of payment with all existing and future senior debt of the Company and the Guarantors, including the Notes and Credit Facilities, and senior to all existing and future subordinated debt of the Company and Guarantors. The Secured Notes and related guarantees are secured, subject to certain permitted liens and except for certain excluded assets, by first-priority liens on substantially all of the Company’s and Guarantors’ personal property and certain owned and leased real property and second-priority liens on certain real property and substantially all of the Company’s and Guarantors’ accounts receivable, inventory and deposit accounts and related assets and proceeds of the foregoing that secure the RCA on a first-priority basis. The indenture for the Secured Notes contains restrictive covenants that limit the Company’s ability and the ability of its subsidiaries that are restricted under the indenture to, among other things, incur additional debt, pay dividends or make distributions, repurchase capital stock or make other restricted payments, make certain investments, incur liens, merge, amalgamate or consolidate, sell, transfer, lease or otherwise dispose of all or substantially all assets and enter into transactions with affiliates. The indenture governing the Secured Notes required that the Company file a registration statement with the SEC and exchange the Secured Notes for new Secured Notes having terms substantially identical in all material respects to the Secured Notes by March 10, 2013. On June 13, 2013, the Company filed a Registration Statement on Form S-4 and concluded the exchange offer on October 30, 2013. The Company incurred $0.8 million of penalty interest through October 30, 2013. 11% Notes Due 2018 In August 2010, the Company sold $250.0 million aggregate principal amount of the Notes. Interest on the Notes is payable semi-annually in arrears on March 1 and September 1 of each year. The proceeds from the issuance of Notes were used to pay down debt. In connection with the issuance of the Notes, the Company incurred costs of approximately $8.3 million which were deferred and are being amortized on the effective interest method through the 2018 maturity date. On or after September 1, 2014, the Company was permitted to redeem all or a part of the Notes at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest if redeemed during the 12-month period beginning on September 1 of the years indicated below: Date Percentage September 1, 2014 to August 31, 2015 105.50 % September 1, 2015 to August 31, 2016 102.75 % September 1, 2016 and thereafter 100.00 % If the Company experiences a change of control, as outlined in the indenture governing the Notes, the Company may be required to offer to purchase the Notes at a purchase price equal to 101.0% of the principal amount, plus accrued interest. The Notes are guaranteed on a full and unconditional, and joint and several, basis by certain of the Company’s existing and future domestic subsidiaries (the “Guarantors” as described in Note 11, “Condensed Issuer, Guarantor and Non-Guarantor Financial Information”). The indenture governing the Notes contains affirmative and negative covenants that, among other things, limit the Company’s and its subsidiaries’ ability to incur additional debt, make restricted payments, dividends or other payments from subsidiaries to the Company, create liens, engage in the sale or transfer of assets and engage in transactions with affiliates. The Company is not required to maintain any affirmative financial ratios or covenants under the indenture governing the Notes. The indenture governing the Notes required that the Company file a registration statement with the SEC and exchange the Notes for new Notes having terms substantially identical in all material respects to the Notes. The Company filed a Registration Statement on Form S-4 with the SEC for the Notes on August 29, 2011. The registration statement became effective on September 13, 2011, and the Company concluded the exchange offer on October 12, 2011. Other Obligations The Company has various notes, mortgages, leases and other financing arrangements resulting from the purchase of principally land, machinery and equipment. All loans provide for at least annual payments and are principally secured by the land and equipment acquired. Capital lease arrangements typically provide for monthly payments, some of which include residual value guarantees if the Company were to terminate the arrangement during certain specified periods of time for each underlying asset under lease. The Company incurred $5.0 million of new obligations under various financing arrangements related to equipment, assets and other in the quarter ended August 31, 2015 . |
Income Taxes
Income Taxes | 6 Months Ended |
Aug. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The income tax provisions for all periods consist of federal and state taxes that are based on the estimated effective tax rates applicable for the full years ending February 29, 2016 and February 28, 2015 , after giving effect to items specifically related to the interim periods. The effective income tax rates for the three months ended August 31, 2015 and 2014 were 4.5% and 7.7% , respectively, resulting in tax expense of $1.3 million and $0.9 million , respectively. The effective income tax rates for the six months ended August 31, 2015 and 2014 were 4.5% and 7.4% , respectively, resulting in tax expense of $0.4 million and tax benefit of $1.3 million , respectively. The principal factor affecting the comparability of the effective income tax rates for the respective periods is the Company’s assessment of the realizability of the current year projected income tax loss. The Company recorded a valuation allowance on the portion of the current year federal and state income tax losses that it believes are not more likely than not to be realized. The Company’s determination of its valuation allowance considers the impact of utilization of alternative minimum tax net operating loss and alternative minimum tax credit carryforwards. Cash paid for income taxes was immaterial for the three and six months ended August 31, 2015 and 2014 , primarily as a result of net operating losses. |
Retirement and Benefit Programs
Retirement and Benefit Programs | 6 Months Ended |
Aug. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Retirement and Benefit Programs | Retirement and Benefit Programs Substantially all employees are covered by a defined contribution plan, a defined benefit plan, a collectively bargained multiemployer plan, or a noncontributory profit sharing plan. The expense associated with these programs is included within Cost of revenue and Selling, administrative and general expenses in the amounts of $1.4 million and $0.1 million , respectively, for the three months ended August 31, 2015 , and $1.7 million and $0.2 million , respectively for the three months ended August 31, 2014 . The expense associated with these programs is included within Cost of revenue and Selling, administrative and general expenses in the amounts of $2.9 million and $0.2 million , respectively, for the six months ended August 31, 2015 , and $3.0 million and $0.3 million , respectively for the six months ended August 31, 2014 . The Company has two defined benefit pension plans covering certain union employees covered by labor union contracts. The benefits are based on years of service. Actuarial gains and losses are generally amortized over the average remaining service life of the Company’s active employees. Net periodic pension expense recognized was as follows: Three Months Ended Six Months Ended (In thousands) 2015 2014 2015 2014 Net periodic benefit cost Service cost $ 78 $ 86 $ 156 $ 172 Interest cost 93 105 186 210 Expected return on plan assets (155 ) (150 ) (310 ) (300 ) Amortization of prior service cost 13 14 26 28 Recognized net actuarial loss 54 50 108 101 Total pension expense $ 83 $ 105 $ 166 $ 211 The Company made contributions to the defined benefit pension plans of approximately $0.2 million during the six months ended August 31, 2015 and August 31, 2014 , and expects to make additional contributions of approximately $0.2 million in the remainder of fiscal year 2016. |
Other Noncurrent Liabilities
Other Noncurrent Liabilities | 6 Months Ended |
Aug. 31, 2015 | |
Other Liabilities Disclosure [Abstract] | |
Other Noncurrent Liabilities | Other Noncurrent Liabilities The Company's other noncurrent liabilities consist of: August 31, February 28, (In thousands) 2015 2015 Reclamation costs $ 19,222 $ 18,835 Executive deferred compensation liability 5,441 5,512 PIK accrued interest 9,221 10,394 Other 11,577 11,533 $ 45,461 $ 46,274 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Aug. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies In the normal course of business, the Company has commitments, lawsuits, claims and contingent liabilities. The ultimate disposition of these matters is not expected to have a material adverse effect on the Company’s consolidated financial position, statement of comprehensive loss or liquidity. The Company maintains a self-insurance program for workers’ compensation (Pennsylvania employees) coverage, which is administered by a third party management company. The Company’s self-insurance retention is limited to $1.0 million per claim with the excess covered by workers’ compensation excess liability insurance. The Company is required to maintain a $2.4 million surety bond with the Commonwealth of Pennsylvania. Self-insurance costs are accrued based upon the aggregate of the liability for reported claims and an estimated liability for claims incurred but not reported. The Company also maintains four self-insurance programs for health coverage with losses limited to $0.3 million per member per year. Additionally, the Company is required to and does provide a letter of credit in the amount of $0.1 million to guarantee payment of the deductible portion of its liability coverage which existed prior to January 1, 2008. The Company maintains a captive insurance company, Rock Solid Insurance Company (“Rock Solid”), for workers’ compensation (non-Pennsylvania employees), general liability, auto, health, and property coverage. Rock Solid is required to maintain a Collateral Trust Agreement with an insurer for the deductible portion of its liability coverage. The total amount of collateral provided under this arrangement is recorded as part of restricted cash in the amount of $15.5 million as of August 31, 2015 and February 28, 2015 in our Condensed Consolidated Balance Sheets. Reserves for retained losses within this captive, which are recorded in accrued liabilities in our Condensed Consolidated Balance Sheets, were approximately $17.9 million and $15.5 million as of August 31, 2015 and February 28, 2015 , respectively. Exposures for periods prior to the inception of the captive are covered by pre-existing insurance policies. Other accrued amounts included as insurance, which primarily relates to worker’s compensation, included in Note 3, “Accrued Liabilities” totaled $10.0 million and $9.1 million as of August 31, 2015 and February 28, 2015 , respectively. Included in Other noncurrent assets is approximately $6.7 million as of August 31, 2015 for recoverable amounts from insurance companies for claims in excess of deductibility. Liabilities associated with amounts that are payable by insurance companies of approximately $6.7 million were recorded in other noncurrent liabilities in our Condensed Consolidated Balance Sheets as of August 31, 2015 and February 28, 2015 . On December 15, 2014, the Company entered into an arrangement to lease its precast/prestressed structural concrete operations in Roaring Spring, PA for a term of seven years to an entity controlled by a member of the Company's Board of Directors and stockholder, James W. Van Buren, who is the principal of MacInnis Group, LLC ("the Lessee"). |
Business Segments
Business Segments | 6 Months Ended |
Aug. 31, 2015 | |
Segment Reporting [Abstract] | |
Business Segments | Business Segments The Company reports information about its operating segments using the “management approach,” which is based on the way management organizes and reports the segments within the organization for making operating decisions and assessing performance to the chief operating decision maker. The Company’s three reportable segments are: (i) construction materials; (ii) heavy/highway construction; and (iii) traffic safety services and equipment. Almost all activity of the Company is domestic. Segment information includes both inter-segment and certain intra-segment activities. A description of the services and product offerings within each of the Company’s segments is provided below. The Company reviews earnings of the segments principally at the operating profit level and accounts for inter-segment and certain intra-segment sales at prices that range from negotiated rates to those that approximate fair market value. Segment operating profit consists of revenue less operating costs and expenses. Corporate and unallocated costs include those administrative and financial costs which are not allocated to segment operations and are excluded from segment operating profit. These costs include corporate administrative functions, unallocated corporate functions and other business line administrative functions. The following is a summary of certain financial data for the Company’s operating segments: Three Months Ended Six Months Ended (In thousands) 2015 2014 2015 2014 Revenue Construction materials $ 178,280 $ 178,408 $ 270,146 $ 277,521 Heavy/highway construction 107,799 101,624 158,480 145,722 Traffic safety services and equipment 27,336 27,155 51,498 50,821 Segment totals 313,415 307,187 480,124 474,064 Eliminations (66,860 ) (59,618 ) (92,853 ) (86,067 ) Total revenue $ 246,555 $ 247,569 $ 387,271 $ 387,997 Operating income Construction materials $ 48,996 $ 39,303 $ 62,656 $ 45,390 Heavy/highway construction 8,203 7,986 6,991 4,889 Traffic safety services and equipment 3,207 2,613 4,816 3,703 Corporate and unallocated (9,859 ) (17,872 ) (22,892 ) (31,303 ) Total operating income $ 50,547 $ 32,030 $ 51,571 $ 22,679 Three Months Ended Six Months Ended (In thousands) 2015 2014 2015 2014 Depreciation, depletion and amortization Construction materials $ 6,858 $ 7,531 $ 13,523 $ 14,729 Heavy/highway construction 1,880 2,045 3,577 4,338 Traffic safety services and equipment 1,261 1,201 2,496 2,443 Corporate and unallocated 345 380 703 737 Total depreciation, depletion and amortization $ 10,344 $ 11,157 $ 20,299 $ 22,247 |
Supplemental Disclosures of Cas
Supplemental Disclosures of Cash Flow Information (Notes) | 6 Months Ended |
Aug. 31, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosures of Cash Flow Information | Supplemental Disclosures of Cash Flow Information The following table shows the supplemental information related to our cash flows for the six months ended August 31, 2015 and August 31, 2014 : (In thousands) August 31, 2015 August 31, 2014 Capital lease and other non-cash obligations incurred $ 5,974 $ 1,837 Cash paid for interest, net of amounts capitalized 27,898 25,488 |
Condensed Issuer, Guarantor and
Condensed Issuer, Guarantor and Non Guarantor Financial Information | 6 Months Ended |
Aug. 31, 2015 | |
Condensed Issuer, Guarantor and Non Guarantor Financial Information | |
Condensed Issuer, Guarantor and Non Guarantor Financial Information | Condensed Issuer, Guarantor and Non Guarantor Financial Information The Company’s Secured Notes and Notes are guaranteed by certain subsidiaries. Except for Rock Solid, NESL, II LLC, and Kettle Creek Partners GP, LLC, all existing consolidated subsidiaries of the Company are 100% owned and provide a joint and several, full and unconditional guarantee of the securities. These entities include Gateway Trade Center Inc., EII Transport Inc., Protections Services Inc., Work Area Protection Corp., SCI Products Inc., ASTI Transportation Systems, Inc., and Precision Solar Controls Inc. (“Guarantor Subsidiaries”). There are no significant restrictions on the parent Company’s ability to obtain funds from any of the Guarantor Subsidiaries in the form of a dividend or loan. Additionally, there are no significant restrictions on a Guarantor Subsidiary’s ability to obtain funds from the parent Company or its direct or indirect subsidiaries. Certain other wholly owned subsidiaries and consolidated partially owned partnerships do not guarantee the Secured Notes or the Notes. These entities include Rock Solid, South Woodbury, L.P., NESL, II LLC, Kettle Creek Partners L.P., and Kettle Creek Partners GP, LLC (“Non Guarantors”). The following condensed consolidating balance sheets, Statements of comprehensive income (loss) and Statements of cash flows are provided for the Company, all Guarantor Subsidiaries and Non Guarantors. The information has been presented as if the parent Company accounted for its ownership of the Guarantor Subsidiaries and Non Guarantors using the equity method of accounting. Condensed Consolidating Balance Sheet at August 31, 2015 (In thousands) New Enterprise Stone & Lime Co., Inc. Guarantor Subsidiaries Non Guarantors Eliminations Total Assets Current assets Cash and cash equivalents $ 14,391 $ 1,197 $ 5,837 $ — $ 21,425 Restricted cash 1,172 61 15,789 — 17,022 Accounts receivable, net 142,862 17,160 6 — 160,028 Inventories 89,383 16,778 — — 106,161 Net investment in lease — — 647 (647 ) — Deferred income taxes 1,918 712 — — 2,630 Other current assets 9,730 — 16 — 9,746 Assets held for sale 3,522 6,366 — — 9,888 Total current assets 262,978 42,274 22,295 (647 ) 326,900 Property, plant and equipment, net 284,582 14,740 5,961 (5,961 ) 299,322 Goodwill 75,647 5,845 — — 81,492 Other intangible assets, net 6,897 10,917 — — 17,814 Investment in subsidiaries 91,251 — — (91,251 ) — Intercompany receivables 3,308 29,572 (149 ) (32,731 ) — Other noncurrent assets 27,477 907 2,348 — 30,732 Total Assets $ 752,140 $ 104,255 $ 30,455 $ (130,590 ) $ 756,260 Liabilities and (Deficit) Equity Current liabilities Current maturities of long-term debt $ 39,996 $ — $ — $ (647 ) $ 39,349 Accounts payable - trade 45,601 7,765 313 — 53,679 Accrued liabilities 60,737 1,942 17,004 — 79,683 Total current liabilities 146,334 9,707 17,317 (647 ) 172,711 Intercompany payables 31,527 1,204 — (32,731 ) — Long-term debt, less current maturities 658,817 — 5,305 — 664,122 Obligations under capital leases, less current maturities 5,961 — — (5,961 ) — Deferred income taxes 23,945 5,261 — — 29,206 Other noncurrent liabilities 42,588 525 2,348 — 45,461 Total liabilities 909,172 16,697 24,970 (39,339 ) 911,500 (Deficit) equity New Enterprise Stone & Lime Co., Inc. (deficit) equity (157,032 ) 87,558 3,693 (91,251 ) (157,032 ) Noncontrolling interest — — 1,792 — 1,792 Total (deficit) equity (157,032 ) 87,558 5,485 (91,251 ) (155,240 ) Total liabilities and (deficit) equity $ 752,140 $ 104,255 $ 30,455 $ (130,590 ) $ 756,260 Condensed Consolidating Balance Sheet at February 28, 2015 (In thousands) New Enterprise Stone & Lime Co., Inc. Guarantor Subsidiaries Non Guarantors Eliminations Total Assets Current assets Cash and cash equivalents $ 8,633 $ 60 $ 4,600 $ — $ 13,293 Restricted cash 1,301 88 15,788 — 17,177 Accounts receivable, net 39,125 10,762 14 — 49,901 Inventories 87,995 14,211 — — 102,206 Net investment in lease — — 1,198 (1,198 ) — Deferred income taxes 1,918 712 — — 2,630 Other current assets 8,038 836 11 — 8,885 Assets held for sale 8,517 — — — 8,517 Total current assets 155,527 26,669 21,611 (1,198 ) 202,609 Property, plant and equipment, net 290,137 20,137 5,810 (5,810 ) 310,274 Goodwill 81,287 5,845 — — 87,132 Other intangible assets, net 7,640 11,293 — — 18,933 Investment in subsidiaries 85,531 — — (85,531 ) — Intercompany receivables 3,308 29,169 (34 ) (32,443 ) — Other noncurrent assets 28,097 977 2,348 — 31,422 Total Assets $ 651,527 $ 94,090 $ 29,735 $ (124,982 ) $ 650,370 Liabilities and (Deficit) Equity Current liabilities Current maturities of long-term debt $ 8,955 $ — $ 771 $ (1,198 ) $ 8,528 Accounts payable - trade 8,510 6,265 331 546 15,652 Accrued liabilities 47,876 1,508 15,496 — 64,880 Total current liabilities 65,341 7,773 16,598 (652 ) 89,060 Intercompany payables 34,087 (1,098 ) — (32,989 ) — Long-term debt, less current maturities 645,228 — 5,039 — 650,267 Obligations under capital leases, less current maturities 5,810 — — (5,810 ) — Deferred income taxes 23,466 5,261 — — 28,727 Other noncurrent liabilities 43,365 561 2,348 — 46,274 Total liabilities 817,297 12,497 23,985 (39,451 ) 814,328 (Deficit) equity New Enterprise Stone & Lime Co., Inc. (deficit) equity (165,770 ) 81,593 3,938 (85,531 ) (165,770 ) Noncontrolling interest — — 1,812 — 1,812 Total (deficit) equity (165,770 ) 81,593 5,750 (85,531 ) (163,958 ) Total liabilities and (deficit) equity $ 651,527 $ 94,090 $ 29,735 $ (124,982 ) $ 650,370 Condensed Consolidating Statement of Comprehensive Income (Loss) for the three months ended August 31, 2015 (In thousands) New Enterprise Stone & Lime Co., Inc. Guarantor Subsidiaries Non Guarantors Eliminations Total Revenue $ 222,167 $ 24,388 $ 229 $ (229 ) $ 246,555 Cost of revenue (exclusive of Depreciation, depletion and amortization shown separately below) 160,022 17,600 217 (139 ) 177,700 Depreciation, depletion and amortization 9,036 1,308 — — 10,344 Asset impairment — — — — — Selling, administrative and general expenses 10,144 1,513 40 — 11,697 Gain on disposals of property, equipment and software (3,730 ) (3 ) — — (3,733 ) Operating income (loss) 46,695 3,970 (28 ) (90 ) 50,547 Interest (expense) income, net (21,215 ) 43 (64 ) 90 (21,146 ) Income (loss) before income taxes 25,480 4,013 (92 ) — 29,401 Income tax expense 1,331 — — — 1,331 Equity in earnings of subsidiaries 3,784 — — (3,784 ) — Net income (loss) 27,933 4,013 (92 ) (3,784 ) 28,070 Less: Net income attributable to noncontrolling interest — — (137 ) — (137 ) Net income (loss) attributable to New Enterprise Stone & Lime Co., Inc. 27,933 4,013 (229 ) (3,784 ) 27,933 Other comprehensive income (loss) Unrealized actuarial gains and amortization of prior service costs, net of income tax 39 — — — 39 Comprehensive income (loss) 27,972 4,013 (92 ) (3,784 ) 28,109 Less: Comprehensive income attributable to noncontrolling interest — — (137 ) — (137 ) Comprehensive income (loss) attributable to New Enterprise Stone & Lime Co., Inc. $ 27,972 $ 4,013 $ (229 ) $ (3,784 ) $ 27,972 Condensed Consolidating Statement of Comprehensive Income (Loss) for the three months ended August 31, 2014 (In thousands) New Enterprise Stone & Lime Co., Inc. Guarantor Subsidiaries Non Guarantors Eliminations Total Revenue $ 223,377 $ 24,192 $ 1,724 $ (1,724 ) $ 247,569 Cost of revenue (exclusive of Depreciation, depletion and amortization shown separately below) 168,423 18,226 1,518 (1,616 ) 186,551 Depreciation, depletion and amortization 9,905 1,252 — — 11,157 Asset impairment 3,343 — — — 3,343 Selling, administrative and general expenses 12,924 1,670 55 — 14,649 Gain loss on disposals of property, equipment and software (142 ) (19 ) — — (161 ) Operating income (loss) 28,924 3,063 151 (108 ) 32,030 Interest (expense) income, net (20,427 ) (6 ) (55 ) 108 (20,380 ) Income (loss) before income taxes 8,497 3,057 96 — 11,650 Income tax expense 900 — — — 900 Equity in earnings of subsidiaries 2,976 — — (2,976 ) — Net income (loss) 10,573 3,057 96 (2,976 ) 10,750 Less: Net income attributable to noncontrolling interest — — (177 ) — (177 ) Net income (loss) attributable to New Enterprise Stone & Lime Co., Inc. 10,573 3,057 (81 ) (2,976 ) 10,573 Other comprehensive income (loss) Unrealized actuarial gains and amortization of prior service costs, net of income tax 38 — — — 38 Comprehensive income (loss) 10,611 3,057 96 (2,976 ) 10,788 Less: Comprehensive income attributable to noncontrolling interest — — (177 ) — (177 ) Comprehensive income (loss) attributable to New Enterprise Stone & Lime Co., Inc. $ 10,611 $ 3,057 $ (81 ) $ (2,976 ) $ 10,611 Condensed Consolidating Statement of Comprehensive Income (Loss) for the six months ended August 31, 2015 (In thousands) New Enterprise Stone & Lime Co., Inc. Guarantor Subsidiaries Non Guarantors Eliminations Total Revenue $ 341,691 $ 45,775 $ 3,420 $ (3,615 ) $ 387,271 Cost of revenue (exclusive of Depreciation, depletion and amortization shown separately below) 258,673 34,269 3,172 (3,464 ) 292,650 Depreciation, depletion and amortization 17,717 2,582 — — 20,299 Asset impairment 160 23 — — 183 Selling, administrative and general expenses 23,231 3,047 123 — 26,401 Gain on disposals of property, equipment and software (3,783 ) (50 ) — — (3,833 ) Operating income (loss) 45,693 5,904 125 (151 ) 51,571 Interest (expense) income, net (42,330 ) 61 (98 ) 151 (42,216 ) Income (loss) before income taxes 3,363 5,965 27 — 9,355 Income tax expense 423 — — — 423 Equity in earnings of subsidiaries 5,720 — — (5,720 ) — Net income (loss) 8,660 5,965 27 (5,720 ) 8,932 Less: Net income attributable to noncontrolling interest — — (272 ) — (272 ) Net income (loss) attributable to New Enterprise Stone & Lime Co., Inc. 8,660 5,965 (245 ) (5,720 ) 8,660 Other comprehensive income (loss) Unrealized actuarial gains and amortization of prior service costs, net of income tax 78 — — — 78 Comprehensive income (loss) 8,738 5,965 27 (5,720 ) 9,010 Less: Comprehensive income attributable to noncontrolling interest — — (272 ) — (272 ) Comprehensive income (loss) attributable to New Enterprise Stone & Lime Co., Inc. $ 8,738 $ 5,965 $ (245 ) $ (5,720 ) $ 8,738 Condensed Consolidating Statement of Comprehensive Income (Loss) for the six months ended August 31, 2014 (In thousands) New Enterprise Stone & Lime Co., Inc. Guarantor Subsidiaries Non Guarantors Eliminations Total Revenue $ 342,824 $ 46,675 $ 3,461 $ (4,963 ) $ 387,997 Cost of revenue (exclusive of Depreciation, depletion and amortization shown separately below) 274,241 35,973 2,956 (4,748 ) 308,422 Depreciation, depletion and amortization 19,711 2,536 — — 22,247 Asset impairment 5,023 — — — 5,023 Selling, administrative and general expenses 25,828 4,008 100 — 29,936 Gain loss on disposals of property, equipment and software (301 ) (9 ) — — (310 ) Operating income (loss) 18,322 4,167 405 (215 ) 22,679 Interest (expense) income, net (40,813 ) 3 (111 ) 215 (40,706 ) Income (loss) before income taxes (22,491 ) 4,170 294 — (18,027 ) Income tax benefit (1,342 ) — — — (1,342 ) Equity in earnings of subsidiaries 4,112 — — (4,112 ) — Net income (loss) (17,037 ) 4,170 294 (4,112 ) (16,685 ) Less: Net income attributable to noncontrolling interest — — (352 ) — (352 ) Net income (loss) attributable to New Enterprise Stone & Lime Co., Inc. (17,037 ) 4,170 (58 ) (4,112 ) (17,037 ) Other comprehensive income (loss) Unrealized actuarial gains and amortization of prior service costs, net of income tax 77 — — — 77 Comprehensive income (loss) (16,960 ) 4,170 294 (4,112 ) (16,608 ) Less: Comprehensive income attributable to noncontrolling interest — — (352 ) — (352 ) Comprehensive income (loss) attributable to New Enterprise Stone & Lime Co., Inc. $ (16,960 ) $ 4,170 $ (58 ) $ (4,112 ) $ (16,960 ) Condensed Consolidating Statement of Cash Flows for the six months ended August 31, 2015 (In thousands) New Enterprise Stone & Lime Co., Inc. Guarantor Subsidiaries Non Guarantors Eliminations Total Cash flows from operating activities $ (17,276 ) $ 1,110 $ 2,034 $ — $ (14,132 ) Cash flows from investing activities Capital expenditures (11,830 ) — — — (11,830 ) Proceeds from sale of property, equipment and assets held for sale 5,849 — — — 5,849 Change in cash value of life insurance — — — — — Change in restricted cash 128 27 (1 ) — 154 Net cash (used in) provided by investing activities (5,853 ) 27 (1 ) — (5,827 ) Cash flows from financing activities Proceeds from issuance of short-term borrowings 30,091 — — — 30,091 Repayments of other debt (308 ) — (505 ) — (813 ) Payments on capital leases (896 ) — — — (896 ) Distribution to noncontrolling interest — — (291 ) — (291 ) Net cash provided by (used in) financing activities 28,887 — (796 ) — 28,091 Net increase in cash and cash equivalents 5,758 1,137 1,237 — 8,132 Cash and cash equivalents Beginning of period 8,633 60 4,600 — 13,293 End of period $ 14,391 $ 1,197 $ 5,837 $ — $ 21,425 Condensed Consolidating Statement of Cash Flows for the six months ended August 31, 2014 (In thousands) New Enterprise Stone & Lime Co., Inc. Guarantor Subsidiaries Non Guarantors Eliminations Total Cash flows from operating activities $ (19,103 ) $ 992 $ 1,918 $ — $ (16,193 ) Cash flows from investing activities Capital expenditures (11,014 ) (815 ) — — (11,829 ) Proceeds from sale of property and equipment, and assets held for sale 1,177 — — — 1,177 Change in cash value of life insurance (75 ) — — — (75 ) Change in restricted cash 12,191 4 (1 ) — 12,194 Net cash (used in) provided by investing activities 2,279 (811 ) (1 ) — 1,467 Cash flows from financing activities Proceeds from issuance of short-term borrowings 24,675 — — — 24,675 Repayments of other debt (4,097 ) — (348 ) — (4,445 ) Payments on capital leases (1,594 ) — — — (1,594 ) Debt issuance costs (756 ) — — — (756 ) Net cash provided by (used in) financing activities 18,228 — (348 ) — 17,880 Net increase in cash and cash equivalents 1,404 181 1,569 — 3,154 Cash and cash equivalents Beginning of period 21,344 — 2,548 — 23,892 End of period $ 22,748 $ 181 $ 4,117 $ — $ 27,046 |
Subsequent Events (Notes)
Subsequent Events (Notes) | 6 Months Ended |
Aug. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On September 24, 2015, the Board of Directors of New Enterprise Stone & Lime Co., Inc. (the “Company”) amended and restated the Executive Benefit Plan (the “Plan”) to, among other things, terminate the death and disability benefits under the Plan effective December 31, 2015. The amended Plan also reflects the prior freeze of Plan contributions and cessation of crediting earnings and losses on participant account balances effective December 31, 2015. |
Nature of Operations and Summ18
Nature of Operations and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Aug. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Accounting | Basis of Presentation The accompanying unaudited Condensed Consolidated Financial Statements and notes included in this report have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its wholly owned subsidiary companies, and their wholly owned subsidiary companies, and entities where the Company has a controlling equity interest. All adjustments (all of which are of a normal recurring nature) that are necessary for a fair statement are reflected in the unaudited Condensed Consolidated Financial Statements. The unaudited Condensed Consolidated Financial Statements do not include all of the information or disclosures required for a complete presentation in accordance with GAAP. The year-end condensed balance sheet data at February 28, 2015 was derived from audited financial statements, but does not include all disclosures required by GAAP. Accordingly, these unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements, including the notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2015 filed with the Securities and Exchange Commission (“SEC”) on May 18, 2015. The results for interim periods are not necessarily indicative of the results for the full fiscal year ending February 29, 2016 ("fiscal 2016"). |
Related Party Transactions | Related Party Transactions The Company has certain related party transactions, including: (i) an arrangement to lease its precast/prestressed structural concrete operations in Roaring Spring, PA to an entity controlled by a member of the Company's Board of Directors and stockholder; (ii) investments in Means to Go., LLC, in which the Company has an ownership interest of 50% or less, and an aircraft lease agreement with Means to Go, LLC; (iii) South Woodbury, L.P. owns an office building in Roaring Spring, PA and an office building that is being used as the Company's corporate headquarters in New Enterprise, PA; and (iv) payments of consulting fees to Larry R. Webber, a director of the Company, per a management consulting agreement. |
Principles of Consolidation | Principles of Consolidation The Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries and entities where the Company has a controlling equity interest. All material intercompany balances and transactions have been eliminated in consolidation. |
Reclassifications | Reclassifications Certain items previously reported in prior period financial statement captions have been conformed to agree with the current presentation. The expenses associated with certain benefit programs previously disclosed within the Pension and profit sharing caption have been reclassified to the Cost of revenue and to the Selling, administrative and general captions in the Condensed Consolidated Statements of Comprehensive Income (Loss) in the amounts of $1.7 million and $0.2 million , respectively for the three months ended August 31, 2014 and $3.0 million and $0.3 million , respectively, for the six months ended August 31, 2014 . The reclassification had no effect on Operating income, Comprehensive income (loss) within the Condensed Consolidated Statements of Comprehensive Income (Loss), the Condensed Consolidated Statement of Cash Flows, or the Condensed Consolidated Balance Sheets. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. Cash balances were restricted in certain consolidated subsidiaries for insurance requirements as well as collateral on outstanding letters of credit or rentals. The Company uses a cash pooling arrangement with a single financial institution with specific provisions for the right to offset positive and negative cash balances. In addition, the Company has agreed to provide cash dominion for all accounts associated with this arrangement. Accordingly, the Company classifies net aggregate cash overdraft positions as other obligations within the current maturities of long-term debt, as applicable. |
Accounts Receivable | Accounts Receivable Trade accounts receivable, less allowance for doubtful accounts, are recorded at the invoiced amount plus service charges related to past due accounts. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable, including service charges. The Company determines the allowance based on historical write-off experience, specific identification based on a review of individual past due balances and their composition, and the nature of the customer. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. |
Inventories | Inventories Inventories are stated at the lower of cost or market. Cost is determined using either first-in, first-out (“FIFO”) or weighted average method based on the applicable category of inventories. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are carried at cost. Assets under capital leases are stated at the lesser of the present value of minimum lease payments or the fair value of the leased item. Provision for depreciation is generally computed over estimated service lives by the straight-line method. |
Assets Held for Sale | Assets Held for Sale The Company classifies assets as held for sale when the all following criteria are met: (i) management, having the authority to approve the action, commits to a plan to sell the asset; (ii) the asset is available for immediate sale in its present condition; (iii) an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated; (iv) the sale of the asset is probable, and transfer of the asset is expected to quality for recognition as a completed sale, within one year, with a few exceptions: and (v) the asset is being actively marketed for sale at a price that is reasonable, in relation to its current fair value. During the six months ended August 31, 2015 , the Company finalized its sale of certain properties previously recorded in Assets Held for Sale at February 28, 2015 for $7.1 million and the assumption of $1.1 million in liabilities. The Company recorded a gain of approximately $3.1 million and recorded additional impairment of approximately $0.1 million on these sales in the six months ended August 31, 2015 . During the six months ended August 31, 2015 , the Company entered into and completed the sale of certain assets for $11.2 million , and the assumption of $0.3 million of liabilities, pending final purchase price adjustments. Goodwill and Other intangibles of $6.3 million were allocated to the sale of these business operations. The sale of these business operations resulted in a gain of $0.6 million . Due to the timing of closing, the Company did not receive the cash proceeds until subsequent to August 31, 2015, as such the Company recorded a receivable and other assets which is included in Accounts receivable and Other noncurrent assets on the Condensed Consolidated Balance Sheet. During the six months ended August 31, 2015 , the Company determined it was going to sell certain assets, which totaled $6.4 million . The assets were classified as part of Assets Held for Sale as of August 31, 2015 . No additional impairments were recorded. The remaining Assets Held for Sale at August 31, 2015 are comprised primarily of non-core operations related to excess property at its Wescosville, PA location and excess office buildings. The Company's assets held for sale consisted of the following: August 31, 2015 February 28, 2015 Inventory $ — $ 961 PP&E, net of impairment 9,888 7,556 Total assets held for sale $ 9,888 $ 8,517 |
Restructuring | Restructuring The Company initiated, during fiscal year 2014, and substantially concluded in fiscal year 2015, a cost savings and operational efficiency plan (the “Plan”). The Plan focused on headcount reductions, operational efficiencies, administrative savings, and a management realignment. The following table presents changes to Accrued restructuring, included in Accrued liabilities on the Condensed Consolidated Financial Statements: (In thousands) Accrued restructuring Balance at February 28, 2015 $ 1,461 Additional accruals recorded — Payments on or reductions of accrued restructuring charges 1,200 Balance at August 31, 2015 $ 261 |
Use of Estimates | Use of Estimates The preparation of the Condensed Consolidated Financial Statements requires management to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include the carrying amount of property, plant and equipment; valuation of receivables, inventories, goodwill and other intangible assets; recognition of revenue and loss contract reserves under the percentage-of-completion method; assets and obligations related to employee benefit plans; asset retirement obligations; income tax valuation; and self-insurance reserves. Actual results could differ from those estimates and those differences could be material. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill Goodwill is tested for impairment on an annual basis or more frequently whenever events or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The impairment test for goodwill is a two-step process. Under the first step, the fair value of the reporting unit is compared with its carrying value. If the fair value of the reporting unit is less than its carrying value, an indication of impairment exists and the reporting unit must perform step two of the impairment test. Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation. If the fair value of the reporting unit exceeds its carrying value under the first step, step two does not need to be performed. Our reporting units were determined based on our organizational structure, considering the level at which discrete financial information for businesses is available and regularly reviewed. The Company has three operating segments, which is the basis for determining its reporting units, organized around its three lines of business: (i) construction materials; (ii) heavy/highway construction; and (iii) traffic safety services and equipment. Construction materials include three reporting units within the operating segment based on geographic location. The operating segment of traffic safety services and equipment consists of one reporting unit within the segment based upon the similar economic characteristics of its operations. Our annual goodwill impairment analysis takes place as of fiscal year end. The estimated fair value of each of the reporting units was in excess of its carrying value, even after conducting various sensitivity analysis on key assumptions, such that no adjustment to the carrying values of goodwill was required as of February 28, 2015 . The inputs used within the fair value measurements were categorized within Level 3 of the fair value hierarchy. During the three and six months ended August 31, 2015 , the Company allocated $5.6 million of Goodwill to the sale of certain assets. Other Intangible Assets Other intangible assets consist of technology, customer relationships and trademarks acquired in previous acquisitions. The technology, customer relationships and trademarks are amortized over a straight-line basis. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. During the three and six months ended August 31, 2015 , the Company allocated $0.7 million of other intangibles to the sale of certain assets. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue on construction contracts under the percentage-of-completion method of accounting, as measured by the cost incurred to date over estimated total cost. Our construction contracts are primarily fixed-price contracts. The typical contract life cycle for these projects can be up to two to four years in duration. Changes in job performance, job conditions, estimated profitability and final contract settlements may result in revisions to revenues and costs. Revenue from contract change orders is recognized when the contract owner has agreed to the change order with the customer and the related costs are incurred. We do not recognize revenue on a basis of contract claims. Provisions for estimated losses on uncompleted contracts are made for the full amount of estimated loss in the period in which evidence indicates that the estimated total cost of a contract exceeds its estimated total revenue and are recorded as an additional cost (rather than as a reduction of revenue). Contract costs include all direct material, labor, subcontract and other costs and those indirect costs related to contract performance, such as indirect salaries and wages, equipment repairs and depreciation, insurance and payroll taxes. Administrative and general expenses are charged to expense as incurred. Costs and estimated earnings in excess of billings on uncompleted contracts represent the excess of contract revenue recognized to date over billings to date. Billings in excess of costs and estimated earnings on uncompleted contracts represent the excess of billings to date over the amount of revenue recognized to date. As of August 31, 2015 and February 28, 2015 , such amounts are included in accounts receivable (Note 1, “Nature of Operations and Summary of Significant Accounting Policies”) and accrued liabilities (Note 3, “Accrued Liabilities”), respectively, in the Condensed Consolidated Balance Sheets. The Company generally recognizes revenue on the sale of construction materials and concrete products, other than custom-built concrete products, when the customer takes title and assumes risk of loss. Typically, this occurs when products are shipped. The Company accounts for custom-built concrete products under the units-of-production method. Under this method, the revenue is recognized as the units are produced under firm contracts. The Company recognizes equipment rental revenue on a straight-line basis over the specific daily, weekly or monthly terms of the agreements. Revenues from the sale of equipment and contractor supplies are recognized at the time of delivery to, or pick-up by, the customer. Other revenue consists of sales of miscellaneous materials, scrap and other products that do not fall into our other primary lines of business. The Company generally recognizes revenue when the customer takes title and assumes risk of loss, the price is fixed or determinable and collection is reasonably assured. |
Impairment of Definite-lived Long-Lived Assets | Impairment of Definite-Lived Long-Lived Assets Long-lived assets, such as property, plant and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. The Company considers an asset group as the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets. For our construction materials and heavy/highway construction operations, the lowest level of largely independent identifiable cash flows is at the regional level, which collectively serves a local market. Each region shares and allocates its material production, resources, equipment and business activity among the locations within the region in generating cash flows. We have realigned our current regional structure by combining Lancaster, Pennsylvania and Northeastern Pennsylvania into our Eastern Region, Central Pennsylvania, Chambersburg, Shippensburg and Gettysburg Pennsylvania into our Western Region, and Western New York into our North Region. The construction materials regions’ long-lived assets predominantly include limestone and sand acreage and crushing, prestressing equipment and manufacturing plants and the heavy/highway construction region’s long lived assets predominantly include contracting equipment and vehicles. The traffic safety services and equipment business includes two asset groups, distinguished between its retail sales and distribution as one asset group and its manufacturing and assembly as the second asset group. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset group to estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of an asset group exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount exceeds the fair value of the asset group. |
Recently Issued and Adopted Accounting Standards | Recently Issued and Adopted Accounting Standards In August 2015, the FASB issued ASU 2015-15, Interest—Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements—Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting (SEC Update). ASU 2015-15 is being issued to clarify the SEC staff’s position on presenting and measuring debt issuance costs incurred in connection with line-of-credit arrangements given the lack of guidance on this topic in ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs. The Company is evaluating the impact of this standard on its Consolidated Financial Statements. In August 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. The amendment is effective for all entities for fiscal years and interim periods within those fiscal years, beginning after December 15, 2017. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is evaluating the impact of this standard on its Consolidated Financial Statements. In July 2015, the FASB issued ASU 2015-12, Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), Health and Welfare Benefit Plans (Topic 965): (Part I) Fully Benefit-Responsive Investment Contracts, (Part II) Plan Investment Disclosures, (Part III) Measurement Date Practical Expedient. The amendments in all three parts of this Update are effective for all entities for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. An entity should apply the amendments in Parts I and II retrospectively for all financial statements presented. An entity should apply the amendments on Part III prospectively. The Company is evaluating the impact of this standard on its Consolidated Financial Statements. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. Effective for public business entities for fiscal years and interim periods within those fiscal years, beginning after December 15, 2016. For all other entities, the amendments in this update are effective for fiscal years beginning after December 15, 2016 and for interim periods within fiscal years beginning after December 15, 2017. The amendments in this Update should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company is evaluating the impact of this standard on its Consolidated Financial Statements. In June 2015, the FASB issued ASU 2015-10, Technical Corrections and Improvements. Effective for all entities for fiscal years and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. The Company is evaluating the impact of this standard on its Consolidated Financial Statements. In May 2015, the FASB issued ASU 2015-09, Financial Services—Insurance (Topic 944): Disclosures about Short-Duration Contracts. Effective for public business entities for fiscal years beginning after December 15, 2015, and for interim periods within those fiscal years, beginning after December 15, 2016. For all other entities, the amendments in this update are effective for fiscal years beginning after December 15, 2016 and for interim periods within fiscal years beginning after December 15, 2017. The Company does not expect this standard to impact its Consolidated Financial Statements. In April 2015, the FASB issued ASU 2015-05, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement. Effective for annual and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption of the amendments in this update are permitted. The Company does not expect this standard to impact its Consolidated Financial Statements. In April 2015, the FASB issued ASU 2015-04, Compensation - Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employer's Defined Benefit Obligation and Plan Assets. Effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. For all other entities, the amendments in this update are effective for fiscal years beginning after December 15, 2016 and for interim periods within fiscal years beginning after December 15, 2017. Early adoption of the amendments in this update are permitted. The Company is evaluating the impact of this standard on its Consolidated Financial Statements. In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. Effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. For all other entities, the amendments in this update are effective for fiscal years beginning after December 15, 2015 and for interim periods within fiscal years beginning after December 15, 2016. Early adoption of the amendments in this update are permitted for financial statements that have not been previously issued. The Company is evaluating the impact of this standard on its Consolidated Financial Statements. In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. Effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. For all other entities, the amendments in this update are effective for fiscal years beginning after December 15, 2016 and for interim periods within fiscal years beginning after December 15, 2017. The Company is evaluating the impact of this standard on its Consolidated Financial Statements. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements—Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The standards requires an entity's management to evaluate whether there are conditions or events that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued. Public entities are required to apply standards for annual reporting periods ending after December 15, 2016, and interim periods thereafter. Early application is permitted. The Company is evaluating the impact of this standard on its Consolidated Financial Statements. |
Nature of Operations and Summ19
Nature of Operations and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Aug. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Accounts Receivable | The Company’s total accounts receivable consists of the following: August 31, February 28, (In thousands) 2015 2015 Costs and estimated earnings in excess of billings $ 37,000 $ 7,392 Trade 120,467 39,792 Retainages 6,409 7,281 163,876 54,465 Allowance for doubtful accounts (3,848 ) (4,564 ) Accounts receivable, net $ 160,028 $ 49,901 |
Schedule of Inventories | The Company’s total inventories consist of the following: August 31, February 28, (In thousands) 2015 2015 Crushed stone, agricultural lime and sand $ 70,615 $ 70,112 Safety equipment 16,805 14,187 Parts, tires and supplies 7,369 7,753 Raw materials 9,304 7,980 Building materials 1,141 1,066 Other 927 1,108 Total inventories $ 106,161 $ 102,206 |
Schedule of Property Plant and Equipment Components | The Company’s property, plant and equipment consist of the following: August 31, February 28, (In thousands) 2015 2015 Limestone and sand acreage $ 145,012 $ 146,293 Land, buildings and building improvements 78,713 87,097 Crushing, prestressing and manufacturing plants 304,686 305,923 Contracting equipment vehicles and other 317,218 307,644 Construction in progress 5,989 3,923 Property, plant and equipment 851,618 850,880 Less: Accumulated depreciation and depletion (552,296 ) (540,606 ) Property, plant and equipment, net $ 299,322 $ 310,274 |
Schedule of Assets Held for Sale | The Company's assets held for sale consisted of the following: August 31, 2015 February 28, 2015 Inventory $ — $ 961 PP&E, net of impairment 9,888 7,556 Total assets held for sale $ 9,888 $ 8,517 |
Schedule of Changes to Accrued Restructuring Costs | The following table presents changes to Accrued restructuring, included in Accrued liabilities on the Condensed Consolidated Financial Statements: (In thousands) Accrued restructuring Balance at February 28, 2015 $ 1,461 Additional accruals recorded — Payments on or reductions of accrued restructuring charges 1,200 Balance at August 31, 2015 $ 261 |
Schedule of Other Noncurrent Assets | The Company’s Other noncurrent assets consist of the following: August 31, February 28, (In thousands) 2015 2015 Deferred financing fees (less current portion of $2,394 and $2,905, respectively) $ 8,662 $ 10,314 Capitalized software (net of accumulated amortization of $3,909 and $3,364, respectively) 7,247 7,553 Cash surrender value of life insurance (net of loans of $3,035) 1,250 1,249 Deferred stripping costs 4,967 4,514 Other 8,606 7,792 Total other noncurrent assets $ 30,732 $ 31,422 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 6 Months Ended |
Aug. 31, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of accrued liabilities | Accrued liabilities consist of the following: August 31, February 28, (In thousands) 2015 2015 Insurance $ 27,927 $ 24,565 Interest 25,406 23,408 Payroll and vacation 9,107 5,805 Withholding taxes 1,478 858 Billings in excess of costs and estimated earnings on uncompleted contracts 3,138 3,082 Contract expenses * 5,888 2,676 Other 6,739 4,486 Total accrued liabilities $ 79,683 $ 64,880 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Aug. 31, 2015 | |
Debt Instrument [Line Items] | |
Schedule of long-term debt | The Company's long-term debt consists of the following: August 31, February 28, (In thousands) 2015 2015 RCA ($46.8 million and $27.3 million available as of August 31, 2015 and February 28, 2015, respectively) $ 35,963 $ 5,873 11% Notes, due 2018 250,000 250,000 13% Secured Notes, due 2018 335,294 323,956 Term Loans, interest rate of 8% 70,000 70,000 Other obligations 12,214 8,966 Total debt 703,471 658,795 Less: Current portion (39,349 ) (8,528 ) Total long-term debt $ 664,122 $ 650,267 |
Term loan | |
Debt Instrument [Line Items] | |
Schedule of percentages of principal amount at which Notes may be redeemed | Pursuant to the Term Loans, in the event of a voluntary or mandatory prepayment or acceleration of the Term Loans, the Company shall be required to pay principal and a prepayment premium equal to: Time Period Percentage On or prior to 5/12/2015 103.00 % Between 5/13/2015 and 2/12/2016 102.00 % 2/13/2016 and thereafter 100.00 % |
Secured Notes due 2018 | |
Debt Instrument [Line Items] | |
Schedule of percentages of principal amount at which Notes may be redeemed | On and after March 15, 2015, the Secured Notes are redeemable, in whole or in part, at the redemption prices specified as follows: Date Percentage March 15, 2015 to March 14, 2016 106.50 % March 15, 2016 to March 14, 2017 103.25 % March 15, 2017 and thereafter 100.00 % |
Notes due 2018 | |
Debt Instrument [Line Items] | |
Schedule of percentages of principal amount at which Notes may be redeemed | Date Percentage September 1, 2014 to August 31, 2015 105.50 % September 1, 2015 to August 31, 2016 102.75 % September 1, 2016 and thereafter 100.00 % |
Retirement and Benefit Progra22
Retirement and Benefit Programs (Tables) | 6 Months Ended |
Aug. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of net periodic pension expense recognized | Net periodic pension expense recognized was as follows: Three Months Ended Six Months Ended (In thousands) 2015 2014 2015 2014 Net periodic benefit cost Service cost $ 78 $ 86 $ 156 $ 172 Interest cost 93 105 186 210 Expected return on plan assets (155 ) (150 ) (310 ) (300 ) Amortization of prior service cost 13 14 26 28 Recognized net actuarial loss 54 50 108 101 Total pension expense $ 83 $ 105 $ 166 $ 211 |
Other Noncurrent Liabilities (
Other Noncurrent Liabilities (Tables) | 6 Months Ended |
Aug. 31, 2015 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of other noncurrent liabilities | The Company's other noncurrent liabilities consist of: August 31, February 28, (In thousands) 2015 2015 Reclamation costs $ 19,222 $ 18,835 Executive deferred compensation liability 5,441 5,512 PIK accrued interest 9,221 10,394 Other 11,577 11,533 $ 45,461 $ 46,274 |
Business Segments (Tables)
Business Segments (Tables) | 6 Months Ended |
Aug. 31, 2015 | |
Segment Reporting [Abstract] | |
Summary of certain financial data for the company's operating segments | The following is a summary of certain financial data for the Company’s operating segments: Three Months Ended Six Months Ended (In thousands) 2015 2014 2015 2014 Revenue Construction materials $ 178,280 $ 178,408 $ 270,146 $ 277,521 Heavy/highway construction 107,799 101,624 158,480 145,722 Traffic safety services and equipment 27,336 27,155 51,498 50,821 Segment totals 313,415 307,187 480,124 474,064 Eliminations (66,860 ) (59,618 ) (92,853 ) (86,067 ) Total revenue $ 246,555 $ 247,569 $ 387,271 $ 387,997 Operating income Construction materials $ 48,996 $ 39,303 $ 62,656 $ 45,390 Heavy/highway construction 8,203 7,986 6,991 4,889 Traffic safety services and equipment 3,207 2,613 4,816 3,703 Corporate and unallocated (9,859 ) (17,872 ) (22,892 ) (31,303 ) Total operating income $ 50,547 $ 32,030 $ 51,571 $ 22,679 Three Months Ended Six Months Ended (In thousands) 2015 2014 2015 2014 Depreciation, depletion and amortization Construction materials $ 6,858 $ 7,531 $ 13,523 $ 14,729 Heavy/highway construction 1,880 2,045 3,577 4,338 Traffic safety services and equipment 1,261 1,201 2,496 2,443 Corporate and unallocated 345 380 703 737 Total depreciation, depletion and amortization $ 10,344 $ 11,157 $ 20,299 $ 22,247 |
Supplemental Disclosures of C25
Supplemental Disclosures of Cash Flow Information (Tables) | 6 Months Ended |
Aug. 31, 2015 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Information Related to Cash Flows | The following table shows the supplemental information related to our cash flows for the six months ended August 31, 2015 and August 31, 2014 : (In thousands) August 31, 2015 August 31, 2014 Capital lease and other non-cash obligations incurred $ 5,974 $ 1,837 Cash paid for interest, net of amounts capitalized 27,898 25,488 |
Condensed Issuer, Guarantor a26
Condensed Issuer, Guarantor and Non Guarantor Financial Information (Tables) | 6 Months Ended |
Aug. 31, 2015 | |
Condensed Issuer, Guarantor and Non Guarantor Financial Information | |
Schedule of condensed consolidating balance sheet | Condensed Consolidating Balance Sheet at August 31, 2015 (In thousands) New Enterprise Stone & Lime Co., Inc. Guarantor Subsidiaries Non Guarantors Eliminations Total Assets Current assets Cash and cash equivalents $ 14,391 $ 1,197 $ 5,837 $ — $ 21,425 Restricted cash 1,172 61 15,789 — 17,022 Accounts receivable, net 142,862 17,160 6 — 160,028 Inventories 89,383 16,778 — — 106,161 Net investment in lease — — 647 (647 ) — Deferred income taxes 1,918 712 — — 2,630 Other current assets 9,730 — 16 — 9,746 Assets held for sale 3,522 6,366 — — 9,888 Total current assets 262,978 42,274 22,295 (647 ) 326,900 Property, plant and equipment, net 284,582 14,740 5,961 (5,961 ) 299,322 Goodwill 75,647 5,845 — — 81,492 Other intangible assets, net 6,897 10,917 — — 17,814 Investment in subsidiaries 91,251 — — (91,251 ) — Intercompany receivables 3,308 29,572 (149 ) (32,731 ) — Other noncurrent assets 27,477 907 2,348 — 30,732 Total Assets $ 752,140 $ 104,255 $ 30,455 $ (130,590 ) $ 756,260 Liabilities and (Deficit) Equity Current liabilities Current maturities of long-term debt $ 39,996 $ — $ — $ (647 ) $ 39,349 Accounts payable - trade 45,601 7,765 313 — 53,679 Accrued liabilities 60,737 1,942 17,004 — 79,683 Total current liabilities 146,334 9,707 17,317 (647 ) 172,711 Intercompany payables 31,527 1,204 — (32,731 ) — Long-term debt, less current maturities 658,817 — 5,305 — 664,122 Obligations under capital leases, less current maturities 5,961 — — (5,961 ) — Deferred income taxes 23,945 5,261 — — 29,206 Other noncurrent liabilities 42,588 525 2,348 — 45,461 Total liabilities 909,172 16,697 24,970 (39,339 ) 911,500 (Deficit) equity New Enterprise Stone & Lime Co., Inc. (deficit) equity (157,032 ) 87,558 3,693 (91,251 ) (157,032 ) Noncontrolling interest — — 1,792 — 1,792 Total (deficit) equity (157,032 ) 87,558 5,485 (91,251 ) (155,240 ) Total liabilities and (deficit) equity $ 752,140 $ 104,255 $ 30,455 $ (130,590 ) $ 756,260 Condensed Consolidating Balance Sheet at February 28, 2015 (In thousands) New Enterprise Stone & Lime Co., Inc. Guarantor Subsidiaries Non Guarantors Eliminations Total Assets Current assets Cash and cash equivalents $ 8,633 $ 60 $ 4,600 $ — $ 13,293 Restricted cash 1,301 88 15,788 — 17,177 Accounts receivable, net 39,125 10,762 14 — 49,901 Inventories 87,995 14,211 — — 102,206 Net investment in lease — — 1,198 (1,198 ) — Deferred income taxes 1,918 712 — — 2,630 Other current assets 8,038 836 11 — 8,885 Assets held for sale 8,517 — — — 8,517 Total current assets 155,527 26,669 21,611 (1,198 ) 202,609 Property, plant and equipment, net 290,137 20,137 5,810 (5,810 ) 310,274 Goodwill 81,287 5,845 — — 87,132 Other intangible assets, net 7,640 11,293 — — 18,933 Investment in subsidiaries 85,531 — — (85,531 ) — Intercompany receivables 3,308 29,169 (34 ) (32,443 ) — Other noncurrent assets 28,097 977 2,348 — 31,422 Total Assets $ 651,527 $ 94,090 $ 29,735 $ (124,982 ) $ 650,370 Liabilities and (Deficit) Equity Current liabilities Current maturities of long-term debt $ 8,955 $ — $ 771 $ (1,198 ) $ 8,528 Accounts payable - trade 8,510 6,265 331 546 15,652 Accrued liabilities 47,876 1,508 15,496 — 64,880 Total current liabilities 65,341 7,773 16,598 (652 ) 89,060 Intercompany payables 34,087 (1,098 ) — (32,989 ) — Long-term debt, less current maturities 645,228 — 5,039 — 650,267 Obligations under capital leases, less current maturities 5,810 — — (5,810 ) — Deferred income taxes 23,466 5,261 — — 28,727 Other noncurrent liabilities 43,365 561 2,348 — 46,274 Total liabilities 817,297 12,497 23,985 (39,451 ) 814,328 (Deficit) equity New Enterprise Stone & Lime Co., Inc. (deficit) equity (165,770 ) 81,593 3,938 (85,531 ) (165,770 ) Noncontrolling interest — — 1,812 — 1,812 Total (deficit) equity (165,770 ) 81,593 5,750 (85,531 ) (163,958 ) Total liabilities and (deficit) equity $ 651,527 $ 94,090 $ 29,735 $ (124,982 ) $ 650,370 |
Schedule of condensed consolidating statements of comprehensive income (loss) | Condensed Consolidating Statement of Comprehensive Income (Loss) for the three months ended August 31, 2015 (In thousands) New Enterprise Stone & Lime Co., Inc. Guarantor Subsidiaries Non Guarantors Eliminations Total Revenue $ 222,167 $ 24,388 $ 229 $ (229 ) $ 246,555 Cost of revenue (exclusive of Depreciation, depletion and amortization shown separately below) 160,022 17,600 217 (139 ) 177,700 Depreciation, depletion and amortization 9,036 1,308 — — 10,344 Asset impairment — — — — — Selling, administrative and general expenses 10,144 1,513 40 — 11,697 Gain on disposals of property, equipment and software (3,730 ) (3 ) — — (3,733 ) Operating income (loss) 46,695 3,970 (28 ) (90 ) 50,547 Interest (expense) income, net (21,215 ) 43 (64 ) 90 (21,146 ) Income (loss) before income taxes 25,480 4,013 (92 ) — 29,401 Income tax expense 1,331 — — — 1,331 Equity in earnings of subsidiaries 3,784 — — (3,784 ) — Net income (loss) 27,933 4,013 (92 ) (3,784 ) 28,070 Less: Net income attributable to noncontrolling interest — — (137 ) — (137 ) Net income (loss) attributable to New Enterprise Stone & Lime Co., Inc. 27,933 4,013 (229 ) (3,784 ) 27,933 Other comprehensive income (loss) Unrealized actuarial gains and amortization of prior service costs, net of income tax 39 — — — 39 Comprehensive income (loss) 27,972 4,013 (92 ) (3,784 ) 28,109 Less: Comprehensive income attributable to noncontrolling interest — — (137 ) — (137 ) Comprehensive income (loss) attributable to New Enterprise Stone & Lime Co., Inc. $ 27,972 $ 4,013 $ (229 ) $ (3,784 ) $ 27,972 Condensed Consolidating Statement of Comprehensive Income (Loss) for the six months ended August 31, 2014 (In thousands) New Enterprise Stone & Lime Co., Inc. Guarantor Subsidiaries Non Guarantors Eliminations Total Revenue $ 342,824 $ 46,675 $ 3,461 $ (4,963 ) $ 387,997 Cost of revenue (exclusive of Depreciation, depletion and amortization shown separately below) 274,241 35,973 2,956 (4,748 ) 308,422 Depreciation, depletion and amortization 19,711 2,536 — — 22,247 Asset impairment 5,023 — — — 5,023 Selling, administrative and general expenses 25,828 4,008 100 — 29,936 Gain loss on disposals of property, equipment and software (301 ) (9 ) — — (310 ) Operating income (loss) 18,322 4,167 405 (215 ) 22,679 Interest (expense) income, net (40,813 ) 3 (111 ) 215 (40,706 ) Income (loss) before income taxes (22,491 ) 4,170 294 — (18,027 ) Income tax benefit (1,342 ) — — — (1,342 ) Equity in earnings of subsidiaries 4,112 — — (4,112 ) — Net income (loss) (17,037 ) 4,170 294 (4,112 ) (16,685 ) Less: Net income attributable to noncontrolling interest — — (352 ) — (352 ) Net income (loss) attributable to New Enterprise Stone & Lime Co., Inc. (17,037 ) 4,170 (58 ) (4,112 ) (17,037 ) Other comprehensive income (loss) Unrealized actuarial gains and amortization of prior service costs, net of income tax 77 — — — 77 Comprehensive income (loss) (16,960 ) 4,170 294 (4,112 ) (16,608 ) Less: Comprehensive income attributable to noncontrolling interest — — (352 ) — (352 ) Comprehensive income (loss) attributable to New Enterprise Stone & Lime Co., Inc. $ (16,960 ) $ 4,170 $ (58 ) $ (4,112 ) $ (16,960 ) Condensed Consolidating Statement of Comprehensive Income (Loss) for the six months ended August 31, 2015 (In thousands) New Enterprise Stone & Lime Co., Inc. Guarantor Subsidiaries Non Guarantors Eliminations Total Revenue $ 341,691 $ 45,775 $ 3,420 $ (3,615 ) $ 387,271 Cost of revenue (exclusive of Depreciation, depletion and amortization shown separately below) 258,673 34,269 3,172 (3,464 ) 292,650 Depreciation, depletion and amortization 17,717 2,582 — — 20,299 Asset impairment 160 23 — — 183 Selling, administrative and general expenses 23,231 3,047 123 — 26,401 Gain on disposals of property, equipment and software (3,783 ) (50 ) — — (3,833 ) Operating income (loss) 45,693 5,904 125 (151 ) 51,571 Interest (expense) income, net (42,330 ) 61 (98 ) 151 (42,216 ) Income (loss) before income taxes 3,363 5,965 27 — 9,355 Income tax expense 423 — — — 423 Equity in earnings of subsidiaries 5,720 — — (5,720 ) — Net income (loss) 8,660 5,965 27 (5,720 ) 8,932 Less: Net income attributable to noncontrolling interest — — (272 ) — (272 ) Net income (loss) attributable to New Enterprise Stone & Lime Co., Inc. 8,660 5,965 (245 ) (5,720 ) 8,660 Other comprehensive income (loss) Unrealized actuarial gains and amortization of prior service costs, net of income tax 78 — — — 78 Comprehensive income (loss) 8,738 5,965 27 (5,720 ) 9,010 Less: Comprehensive income attributable to noncontrolling interest — — (272 ) — (272 ) Comprehensive income (loss) attributable to New Enterprise Stone & Lime Co., Inc. $ 8,738 $ 5,965 $ (245 ) $ (5,720 ) $ 8,738 Condensed Consolidating Statement of Comprehensive Income (Loss) for the three months ended August 31, 2015 (In thousands) New Enterprise Stone & Lime Co., Inc. Guarantor Subsidiaries Non Guarantors Eliminations Total Revenue $ 222,167 $ 24,388 $ 229 $ (229 ) $ 246,555 Cost of revenue (exclusive of Depreciation, depletion and amortization shown separately below) 160,022 17,600 217 (139 ) 177,700 Depreciation, depletion and amortization 9,036 1,308 — — 10,344 Asset impairment — — — — — Selling, administrative and general expenses 10,144 1,513 40 — 11,697 Gain on disposals of property, equipment and software (3,730 ) (3 ) — — (3,733 ) Operating income (loss) 46,695 3,970 (28 ) (90 ) 50,547 Interest (expense) income, net (21,215 ) 43 (64 ) 90 (21,146 ) Income (loss) before income taxes 25,480 4,013 (92 ) — 29,401 Income tax expense 1,331 — — — 1,331 Equity in earnings of subsidiaries 3,784 — — (3,784 ) — Net income (loss) 27,933 4,013 (92 ) (3,784 ) 28,070 Less: Net income attributable to noncontrolling interest — — (137 ) — (137 ) Net income (loss) attributable to New Enterprise Stone & Lime Co., Inc. 27,933 4,013 (229 ) (3,784 ) 27,933 Other comprehensive income (loss) Unrealized actuarial gains and amortization of prior service costs, net of income tax 39 — — — 39 Comprehensive income (loss) 27,972 4,013 (92 ) (3,784 ) 28,109 Less: Comprehensive income attributable to noncontrolling interest — — (137 ) — (137 ) Comprehensive income (loss) attributable to New Enterprise Stone & Lime Co., Inc. $ 27,972 $ 4,013 $ (229 ) $ (3,784 ) $ 27,972 Condensed Consolidating Statement of Comprehensive Income (Loss) for the three months ended August 31, 2014 (In thousands) New Enterprise Stone & Lime Co., Inc. Guarantor Subsidiaries Non Guarantors Eliminations Total Revenue $ 223,377 $ 24,192 $ 1,724 $ (1,724 ) $ 247,569 Cost of revenue (exclusive of Depreciation, depletion and amortization shown separately below) 168,423 18,226 1,518 (1,616 ) 186,551 Depreciation, depletion and amortization 9,905 1,252 — — 11,157 Asset impairment 3,343 — — — 3,343 Selling, administrative and general expenses 12,924 1,670 55 — 14,649 Gain loss on disposals of property, equipment and software (142 ) (19 ) — — (161 ) Operating income (loss) 28,924 3,063 151 (108 ) 32,030 Interest (expense) income, net (20,427 ) (6 ) (55 ) 108 (20,380 ) Income (loss) before income taxes 8,497 3,057 96 — 11,650 Income tax expense 900 — — — 900 Equity in earnings of subsidiaries 2,976 — — (2,976 ) — Net income (loss) 10,573 3,057 96 (2,976 ) 10,750 Less: Net income attributable to noncontrolling interest — — (177 ) — (177 ) Net income (loss) attributable to New Enterprise Stone & Lime Co., Inc. 10,573 3,057 (81 ) (2,976 ) 10,573 Other comprehensive income (loss) Unrealized actuarial gains and amortization of prior service costs, net of income tax 38 — — — 38 Comprehensive income (loss) 10,611 3,057 96 (2,976 ) 10,788 Less: Comprehensive income attributable to noncontrolling interest — — (177 ) — (177 ) Comprehensive income (loss) attributable to New Enterprise Stone & Lime Co., Inc. $ 10,611 $ 3,057 $ (81 ) $ (2,976 ) $ 10,611 |
Schedule of condensed consolidating statements of cash flows | Condensed Consolidating Statement of Cash Flows for the six months ended August 31, 2015 (In thousands) New Enterprise Stone & Lime Co., Inc. Guarantor Subsidiaries Non Guarantors Eliminations Total Cash flows from operating activities $ (17,276 ) $ 1,110 $ 2,034 $ — $ (14,132 ) Cash flows from investing activities Capital expenditures (11,830 ) — — — (11,830 ) Proceeds from sale of property, equipment and assets held for sale 5,849 — — — 5,849 Change in cash value of life insurance — — — — — Change in restricted cash 128 27 (1 ) — 154 Net cash (used in) provided by investing activities (5,853 ) 27 (1 ) — (5,827 ) Cash flows from financing activities Proceeds from issuance of short-term borrowings 30,091 — — — 30,091 Repayments of other debt (308 ) — (505 ) — (813 ) Payments on capital leases (896 ) — — — (896 ) Distribution to noncontrolling interest — — (291 ) — (291 ) Net cash provided by (used in) financing activities 28,887 — (796 ) — 28,091 Net increase in cash and cash equivalents 5,758 1,137 1,237 — 8,132 Cash and cash equivalents Beginning of period 8,633 60 4,600 — 13,293 End of period $ 14,391 $ 1,197 $ 5,837 $ — $ 21,425 Condensed Consolidating Statement of Cash Flows for the six months ended August 31, 2014 (In thousands) New Enterprise Stone & Lime Co., Inc. Guarantor Subsidiaries Non Guarantors Eliminations Total Cash flows from operating activities $ (19,103 ) $ 992 $ 1,918 $ — $ (16,193 ) Cash flows from investing activities Capital expenditures (11,014 ) (815 ) — — (11,829 ) Proceeds from sale of property and equipment, and assets held for sale 1,177 — — — 1,177 Change in cash value of life insurance (75 ) — — — (75 ) Change in restricted cash 12,191 4 (1 ) — 12,194 Net cash (used in) provided by investing activities 2,279 (811 ) (1 ) — 1,467 Cash flows from financing activities Proceeds from issuance of short-term borrowings 24,675 — — — 24,675 Repayments of other debt (4,097 ) — (348 ) — (4,445 ) Payments on capital leases (1,594 ) — — — (1,594 ) Debt issuance costs (756 ) — — — (756 ) Net cash provided by (used in) financing activities 18,228 — (348 ) — 17,880 Net increase in cash and cash equivalents 1,404 181 1,569 — 3,154 Cash and cash equivalents Beginning of period 21,344 — 2,548 — 23,892 End of period $ 22,748 $ 181 $ 4,117 $ — $ 27,046 |
Nature of Operations and Summ27
Nature of Operations and Summary of Significant Accounting Policies (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Aug. 31, 2015USD ($) | Aug. 31, 2014USD ($) | Aug. 31, 2015USD ($)segment | Aug. 31, 2014USD ($) | Feb. 28, 2015USD ($) | [1] | |
Long Lived Assets Held-for-sale [Line Items] | ||||||
Impaired Intangible Asset, Facts and Circumstances Leading to Impairment | $ 0 | $ 3,343 | $ 183 | $ 5,023 | ||
Number of reportable segments | segment | 3 | |||||
Defined Benefit Plan, Other Costs | 1,400 | 1,700 | $ 2,900 | 3,000 | ||
Defined Contribution Plan, Administrative Expenses | 100 | 200 | 200 | 300 | ||
Depreciation | 9,000 | $ 9,900 | 18,100 | $ 20,100 | ||
Liabilities | 911,500 | 911,500 | $ 814,328 | |||
Goodwill | 81,492 | 81,492 | $ 87,132 | |||
Goodwill allocated to the sale of certain assets | 5,600 | 5,600 | ||||
Other intangibles allocated to the sale of certain assets | 700 | 700 | ||||
Sheshequin and Towanda Locations [Member] | ||||||
Long Lived Assets Held-for-sale [Line Items] | ||||||
Impaired Intangible Asset, Facts and Circumstances Leading to Impairment | 100 | |||||
Disposal Group, Including Discontinued Operation, Consideration | 7,100 | 7,100 | ||||
Liabilities | 1,100 | 1,100 | ||||
Gain (Loss) on Sale of Project | 3,100 | |||||
Naginey [Member] | ||||||
Long Lived Assets Held-for-sale [Line Items] | ||||||
Disposal Group, Including Discontinued Operation, Consideration | 11,200 | 11,200 | ||||
Liabilities | 300 | 300 | ||||
Goodwill | 6,300 | 6,300 | ||||
Gain (Loss) on Sale of Project | 600 | |||||
Gateway [Member] | ||||||
Long Lived Assets Held-for-sale [Line Items] | ||||||
Disposal Group, Including Discontinued Operation, Consideration | $ 6,400 | $ 6,400 | ||||
Minimum [Member] | ||||||
Long Lived Assets Held-for-sale [Line Items] | ||||||
Construction Contracts, Contract Life | 2 years | |||||
Maximum [Member] | ||||||
Long Lived Assets Held-for-sale [Line Items] | ||||||
Construction Contracts, Contract Life | 4 years | |||||
[1] | Data derived from audited consolidated balance sheet as of February 28, 2015. |
Nature of Operations and Summ28
Nature of Operations and Summary of Significant Accounting Policies (Details 2) - USD ($) $ in Thousands | Aug. 31, 2015 | Feb. 28, 2015 | |
Accounting Policies [Abstract] | |||
Costs and estimated earnings in excess of billings | $ 37,000 | $ 7,392 | |
Trade | 120,467 | 39,792 | |
Retainages | 6,409 | 7,281 | |
Accounts receivable, gross | 163,876 | 54,465 | |
Allowance for doubtful accounts | (3,848) | (4,564) | |
Accounts receivable, net | $ 160,028 | $ 49,901 | [1] |
[1] | Data derived from audited consolidated balance sheet as of February 28, 2015. |
Nature of Operations and Summ29
Nature of Operations and Summary of Significant Accounting Policies (Details 3) - USD ($) $ in Thousands | Aug. 31, 2015 | Feb. 28, 2015 | |
Inventory [Line Items] | |||
Inventories | $ 106,161 | $ 102,206 | [1] |
Crushed stone, agricultural lime and sand | |||
Inventory [Line Items] | |||
Inventories | 70,615 | 70,112 | |
Safety equipment | |||
Inventory [Line Items] | |||
Inventories | 16,805 | 14,187 | |
Parts, tires and supplies | |||
Inventory [Line Items] | |||
Inventories | 7,369 | 7,753 | |
Raw materials | |||
Inventory [Line Items] | |||
Inventories | 9,304 | 7,980 | |
Building materials | |||
Inventory [Line Items] | |||
Inventories | 1,141 | 1,066 | |
Other | |||
Inventory [Line Items] | |||
Inventories | $ 927 | $ 1,108 | |
[1] | Data derived from audited consolidated balance sheet as of February 28, 2015. |
Nature of Operations and Summ30
Nature of Operations and Summary of Significant Accounting Policies (Details 4) - USD ($) $ in Thousands | Aug. 31, 2015 | Feb. 28, 2015 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | $ 851,618 | $ 850,880 | |
Less: Accumulated depreciation and depletion | (552,296) | (540,606) | |
Property, Plant and Equipment, Net | 299,322 | 310,274 | [1] |
Limestone and sand acreage | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 145,012 | 146,293 | |
Land, buildings and building improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 78,713 | 87,097 | |
Crushing, prestressing and manufacturing plants | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 304,686 | 305,923 | |
Contracting equipment vehicles and other | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | 317,218 | 307,644 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment | $ 5,989 | $ 3,923 | |
[1] | Data derived from audited consolidated balance sheet as of February 28, 2015. |
Nature of Operations and Summ31
Nature of Operations and Summary of Significant Accounting Policies (Details 5) - USD ($) $ in Thousands | Aug. 31, 2015 | Feb. 28, 2015 | |
Accounting Policies [Abstract] | |||
Goodwill | $ 81,492 | $ 87,132 | [1] |
Inventory | 0 | 961 | |
PP&E, net of impairment | 9,888 | 7,556 | |
Assets held for sale | $ 9,888 | $ 8,517 | [1] |
[1] | Data derived from audited consolidated balance sheet as of February 28, 2015. |
Nature of Operations and Summ32
Nature of Operations and Summary of Significant Accounting Policies (Details 6) $ in Thousands | 6 Months Ended |
Aug. 31, 2015USD ($) | |
Restructuring Reserve [Roll Forward] | |
Balance at February 28, 2015 | $ 1,461 |
Restructuring charges incurred | 0 |
Payments on or reductions of accrued restructuring charges | 1,200 |
Balance at August 31, 2015 | $ 261 |
Nature of Operations and Summ33
Nature of Operations and Summary of Significant Accounting Policies (Details 7) - USD ($) $ in Thousands | Aug. 31, 2015 | Feb. 28, 2015 | |
Accounting Policies [Abstract] | |||
Deferred financing fees (less current portion of $2,648 and $2,905, respectively) | $ 8,662 | $ 10,314 | |
Capitalized software (net of accumulated amortization of $3,368 and $3,364, respectively) | 7,247 | 7,553 | |
Cash surrender value of life insurance (net of loans of $3,035 and $3,035, respectively) | 1,250 | 1,249 | |
Deferred stripping costs | 4,967 | 4,514 | |
Other | 8,606 | 7,792 | |
Other noncurrent assets | 30,732 | 31,422 | [1] |
Current portion of deferred finance fee | 2,394 | 2,905 | |
Capitalized software - accumulated amortization | 3,909 | 3,364 | |
Loans outstanding on cash surrender value of life insurance | $ 3,035 | $ 3,035 | |
[1] | Data derived from audited consolidated balance sheet as of February 28, 2015. |
Risks and Uncertainties (Detail
Risks and Uncertainties (Details) - USD ($) | Aug. 31, 2015 | Aug. 31, 2010 |
Notes due 2018 | ||
Debt Instrument [Line Items] | ||
Debt | $ 250,000,000 | $ 250,000,000 |
Stated interest rate (as a percent) | 11.00% | |
Secured Notes due 2018 | ||
Debt Instrument [Line Items] | ||
Debt | $ 265,000,000 | |
Stated interest rate (as a percent) | 13.00% |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Aug. 31, 2015 | Feb. 28, 2015 | ||
Payables and Accruals [Abstract] | |||
Loss on Contracts | $ 1,100 | $ 1,500 | |
Accrued Liabilities | |||
Insurance | 27,927 | 24,565 | |
Interest | 25,406 | 23,408 | |
Payroll and vacation | 9,107 | 5,805 | |
Withholding taxes | 1,478 | 858 | |
Billings in excess of costs and estimated earnings on uncompleted contracts | 3,138 | 3,082 | |
Contract expenses | 5,888 | 2,676 | |
Other | 6,739 | 4,486 | |
Total accrued liabilities | $ 79,683 | $ 64,880 | [1] |
[1] | Data derived from audited consolidated balance sheet as of February 28, 2015. |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Aug. 31, 2015 | Feb. 28, 2015 | |
Debt Instrument [Line Items] | |||
Total debt | $ 703,471 | $ 658,795 | |
Less: Current portion | (39,349) | (8,528) | [1] |
Total long-term debt | 664,122 | 650,267 | [1] |
RCA | |||
Debt Instrument [Line Items] | |||
ABL facility, borrowing available | $ 25,800 | 27,300 | |
Stated interest rate (as a percent) | 6.25% | ||
Total debt | $ 35,963 | 5,873 | |
Notes due 2018 | |||
Debt Instrument [Line Items] | |||
Stated interest rate (as a percent) | 11.00% | ||
Total debt | $ 250,000 | 250,000 | |
Secured Notes due 2018 | |||
Debt Instrument [Line Items] | |||
Stated interest rate (as a percent) | 13.00% | ||
Total debt | $ 335,294 | 323,956 | |
Term loan | |||
Debt Instrument [Line Items] | |||
Stated interest rate (as a percent) | 8.00% | ||
Total debt | $ 70,000 | 70,000 | |
Land, equipment and other obligations | |||
Debt Instrument [Line Items] | |||
Total debt | $ 12,214 | $ 8,966 | |
[1] | Data derived from audited consolidated balance sheet as of February 28, 2015. |
Long-Term Debt (Details 2)
Long-Term Debt (Details 2) | Feb. 28, 2014USD ($) | Feb. 12, 2014USD ($)availability_block_reduction | Aug. 31, 2015USD ($) | Aug. 31, 2014USD ($) |
Debt Instrument [Line Items] | ||||
Non-cash payment-in-kind interest accretion | $ 10,165,000 | $ 11,045,000 | ||
Credit Facilities | ||||
Debt Instrument [Line Items] | ||||
Fixed charge coverage ratio | 1 | |||
RCA | ||||
Debt Instrument [Line Items] | ||||
Commitment fee | 0.50% | |||
Weighted average interest rate | 6.58% | |||
Fixed charge coverage ratio | 1 | |||
Maximum number off reductions to availability block | availability_block_reduction | 2 | |||
RCA | Letter of credit sub-facility | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 20,000,000 | |||
Letters of credit outstanding | $ 16,700,000 | |||
RCA | Swing line sub-facility | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | 10,500,000 | |||
RCA | FCCR Requirement Not Achieved | ||||
Debt Instrument [Line Items] | ||||
Availability block | 20,000,000 | |||
RCA | FCCR Requirement Achieved Once in Rolling Four Quarter Period | ||||
Debt Instrument [Line Items] | ||||
Availability block | 10,000,000 | |||
Debt Instrument, Covenant Compliance, Borrowing Capacity, Restriction, Change in Amount | $ 10,000,000 | |||
RCA | FCCR Requirement Achieved Twice Or More in Rolling Four Quarter Period | ||||
Debt Instrument [Line Items] | ||||
Availability block | $ 0 | |||
RCA | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Margin added to variable interest rate basis (as a percent) | 4.00% | |||
Non-cash payment-in-kind interest accretion | $ 0.010 | |||
RCA | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Margin added to variable interest rate basis (as a percent) | 3.00% | |||
Term loan | ||||
Debt Instrument [Line Items] | ||||
Weighted average interest rate | 8.00% | |||
Term loan | Prepayment occurs on or prior to 5/12/2015 | ||||
Debt Instrument [Line Items] | ||||
Prepayment price (as a percentage) | 103.00% | |||
Term loan | Prepayment between 5/13/2015 and 2/12/2016 | ||||
Debt Instrument [Line Items] | ||||
Prepayment price (as a percentage) | 102.00% | |||
Term loan | Prepayment occurs on 2/13/2016 and thereafter | ||||
Debt Instrument [Line Items] | ||||
Prepayment price (as a percentage) | 100.00% | |||
Term loan | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Margin added to variable interest rate basis (as a percent) | 7.00% | |||
Term loan | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Margin added to variable interest rate basis (as a percent) | 6.00% | |||
Floor [Member] | Term loan | LIBOR | ||||
Debt Instrument [Line Items] | ||||
Margin added to variable interest rate basis (as a percent) | 1.00% |
Long-Term Debt (Details 3)
Long-Term Debt (Details 3) - Secured Notes due 2018 - USD ($) $ in Millions | Mar. 15, 2015 | Feb. 28, 2014 | Oct. 30, 2013 | Aug. 31, 2015 | Mar. 15, 2015 | Feb. 28, 2015 |
Debt Instrument [Line Items] | ||||||
Stated interest rate (as a percent) | 13.00% | |||||
Debt Instrument Cash Interest Rate | 4.00% | |||||
Debt Instrument Payment in Kind Interest Rate | 9.00% | |||||
Accrued cash interest | $ 23.8 | |||||
Increase in PIK interest during year | $ 20.4 | |||||
Accrued PIK interest | $ 79.5 | |||||
Debt Instrument Interest form Election Period | 12 months | |||||
Debt Instrument, Interest Rate, Increase (Decrease) | 1.00% | |||||
Penalty interest incurred | $ 0.8 | |||||
Secured Notes | ||||||
Debt Instrument [Line Items] | ||||||
Accrued PIK interest | 70.3 | |||||
Other Noncurrent Liabilities | ||||||
Debt Instrument [Line Items] | ||||||
Accrued PIK interest | $ 9.2 | |||||
Twelve-month period beginning March 15, 2014 | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument Cash Interest Rate | 7.00% | |||||
Debt Instrument Payment in Kind Interest Rate | 6.00% | |||||
Prior to March 15, 2015 | ||||||
Debt Instrument [Line Items] | ||||||
Redemption price as a percentage of principal amount, if using proceeds of equity offerings | 113.00% | |||||
Redemption price of debt instrument as a percentage of principal amount | 100.00% | |||||
Prior to March 15, 2015 | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Percentage of the principal amount that may be redeemed with proceeds from public equity offerings | 35.00% | |||||
Twelve-month period beginning March 15, 2015 | ||||||
Debt Instrument [Line Items] | ||||||
Redemption price of debt instrument as a percentage of principal amount | 106.50% | |||||
Twelve-month period beginning March 15, 2016 | ||||||
Debt Instrument [Line Items] | ||||||
Redemption price of debt instrument as a percentage of principal amount | 103.25% | |||||
Twelve-month period beginning March 15, 2017 and thereafter | ||||||
Debt Instrument [Line Items] | ||||||
Redemption price of debt instrument as a percentage of principal amount | 100.00% |
Long-Term Debt (Details 4)
Long-Term Debt (Details 4) - Notes due 2018 - USD ($) | Aug. 31, 2010 | Aug. 31, 2015 |
Debt Instrument [Line Items] | ||
Face amount of debt | $ 250,000,000 | $ 250,000,000 |
Unamortized debt issuance costs | $ 8,300,000 | |
Redemption price as a percentage of principal amount, as a result of change of control | 101.00% | |
Twelve-month period beginning September 1, 2014 | ||
Debt Instrument [Line Items] | ||
Redemption price of debt instrument as a percentage of principal amount | 105.50% | |
Twelve-month period beginning September 1, 2015 | ||
Debt Instrument [Line Items] | ||
Redemption price of debt instrument as a percentage of principal amount | 102.75% | |
Twelve-month period beginning September 1, 2016 and thereafter | ||
Debt Instrument [Line Items] | ||
Redemption price of debt instrument as a percentage of principal amount | 100.00% |
Long-Term Debt (Details 5)
Long-Term Debt (Details 5) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Aug. 31, 2015 | Aug. 31, 2015 | Aug. 31, 2014 | |
Debt Disclosure [Abstract] | |||
Capital lease and other non-cash obligations incurred | $ 5,000 | $ 5,974 | $ 1,837 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2015 | Aug. 31, 2014 | Aug. 31, 2015 | Aug. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 4.50% | 7.70% | 4.50% | 7.40% |
Income tax expense (benefit) | $ 1,331 | $ 900 | $ 423 | $ (1,342) |
Retirement and Benefit Progra42
Retirement and Benefit Programs (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2015USD ($) | Aug. 31, 2014USD ($) | Aug. 31, 2015USD ($)plan | Aug. 31, 2014USD ($) | |
Compensation and Retirement Disclosure [Abstract] | ||||
Defined Benefit Plan, Other Costs | $ 1,400 | $ 1,700 | $ 2,900 | $ 3,000 |
Defined Benefit Plan, Other Costs | 100 | 200 | $ 200 | 300 |
Number of defined benefit plans | plan | 2 | |||
Net periodic benefit cost | ||||
Service cost | 78 | 86 | $ 156 | 172 |
Interest cost | 93 | 105 | 186 | 210 |
Expected return on plan assets | (155) | (150) | (310) | (300) |
Amortization of prior service cost | 13 | 14 | 26 | 28 |
Recognized net actuarial loss | 54 | 50 | 108 | 101 |
Total pension expense | $ 83 | $ 105 | 166 | $ 211 |
Employer contributions to defined benefit pension plans | 200 | |||
Expected additional contribution in the remainder of fiscal year 2014 | $ 200 |
Other Noncurrent Liabilities (D
Other Noncurrent Liabilities (Details) - USD ($) $ in Thousands | Aug. 31, 2015 | Feb. 28, 2015 | |
Other Noncurrent Liabilities | |||
Reclamation costs | $ 19,222 | $ 18,835 | |
Executive deferred compensation liability | 5,441 | 5,512 | |
PIK accrued interest | 9,221 | 10,394 | |
Other | 11,577 | 11,533 | |
Total other noncurrent liabilities | $ 45,461 | $ 46,274 | [1] |
[1] | Data derived from audited consolidated balance sheet as of February 28, 2015. |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 6 Months Ended | |
Aug. 31, 2015USD ($)self-insurance_program | Feb. 28, 2015USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | ||
Self insurance retention per occurrence | $ 1,000,000 | |
Amount of surety bond to be maintained with the Commonwealth of Pennsylvania | $ 2,400,000 | |
Number of self-insurance programs maintained for health coverage | self-insurance_program | 4 | |
Maximum losses per employee under self-insurance health coverage programs | $ 300,000 | |
Letter of credit provided to guarantee payment of deductible portion of liability coverage which existed prior to January 1, 2008 | 100,000 | |
Other Commitments [Line Items] | ||
Self Insurance Reserve | 17,900,000 | $ 15,500,000 |
Insurance Claims | Other Noncurrent Liabilities | ||
Other Commitments [Line Items] | ||
Liability related to insurance settlement receivable | 6,700,000 | |
Rock Solid Insurance Company | ||
Other Commitments [Line Items] | ||
Collateral Amount Recorded as Part of Restricted Cash | 15,500,000 | 15,500,000 |
Exposures for periods prior to captive insurance policy | $ 10,000,000 | $ 9,100,000 |
Business Segments (Details)
Business Segments (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2015USD ($) | Aug. 31, 2014USD ($) | Aug. 31, 2015USD ($)segment | Aug. 31, 2014USD ($) | |
Segment Reporting [Abstract] | ||||
Number of reportable segments | segment | 3 | |||
Segment Reporting | ||||
Revenue | $ 246,555 | $ 247,569 | $ 387,271 | $ 387,997 |
Operating income (loss) | 50,547 | 32,030 | 51,571 | 22,679 |
Depreciation, depletion and amortization | 10,344 | 11,157 | 20,299 | 22,247 |
Construction materials | ||||
Segment Reporting | ||||
Revenue | 178,280 | 178,408 | 270,146 | 277,521 |
Operating income (loss) | 48,996 | 39,303 | 62,656 | 45,390 |
Depreciation, depletion and amortization | 6,858 | 7,531 | 13,523 | 14,729 |
Heavy/highway construction | ||||
Segment Reporting | ||||
Revenue | 107,799 | 101,624 | 158,480 | 145,722 |
Operating income (loss) | 8,203 | 7,986 | 6,991 | 4,889 |
Depreciation, depletion and amortization | 1,880 | 2,045 | 3,577 | 4,338 |
Traffic Safety Services and Equipment [Member] | ||||
Segment Reporting | ||||
Revenue | 27,336 | 27,155 | 51,498 | 50,821 |
Operating income (loss) | 3,207 | 2,613 | 4,816 | 3,703 |
Depreciation, depletion and amortization | 1,261 | 1,201 | 2,496 | 2,443 |
Segment totals | ||||
Segment Reporting | ||||
Revenue | 313,415 | 307,187 | 480,124 | 474,064 |
Eliminations | ||||
Segment Reporting | ||||
Revenue | (66,860) | (59,618) | (92,853) | (86,067) |
Corporate and unallocated | ||||
Segment Reporting | ||||
Operating income (loss) | (9,859) | (17,872) | (22,892) | (31,303) |
Depreciation, depletion and amortization | $ 345 | $ 380 | $ 703 | $ 737 |
Supplemental Disclosures of C46
Supplemental Disclosures of Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Aug. 31, 2015 | Aug. 31, 2015 | Aug. 31, 2014 | |
Supplemental Cash Flow Elements [Abstract] | |||
Capital lease and other non-cash obligations incurred | $ 5,000 | $ 5,974 | $ 1,837 |
Cash paid for interest, net of amounts capitalized | $ 27,898 | $ 25,488 |
Condensed Issuer, Guarantor a47
Condensed Issuer, Guarantor and Non Guarantor Financial Information (Details) | Aug. 31, 2015 |
Condensed Issuer, Guarantor and Non Guarantor Financial Information | |
Ownership interest in subsidiaries (as a percent) | 100.00% |
Condensed Issuer, Guarantor a48
Condensed Issuer, Guarantor and Non Guarantor Financial Information (Details 2) - USD ($) $ in Thousands | Aug. 31, 2015 | Feb. 28, 2015 | Aug. 31, 2014 | Feb. 28, 2014 | |
Current assets | |||||
Cash and cash equivalents | $ 21,425 | $ 13,293 | [1] | $ 27,046 | $ 23,892 |
Restricted cash | 17,022 | 17,177 | [1] | ||
Accounts receivable, net | 160,028 | 49,901 | [1] | ||
Inventories | 106,161 | 102,206 | [1] | ||
Net investment in lease | 0 | 0 | |||
Deferred income taxes | 2,630 | 2,630 | [1] | ||
Other current assets | 9,746 | 8,885 | [1] | ||
Assets held for sale | 9,888 | 8,517 | [1] | ||
Total current assets | 326,900 | 202,609 | [1] | ||
Property, plant and equipment, net | 299,322 | 310,274 | [1] | ||
Goodwill | 81,492 | 87,132 | [1] | ||
Other intangible assets, net | 17,814 | 18,933 | [1] | ||
Investment in subsidiaries | 0 | 0 | |||
Intercompany receivables | 0 | 0 | |||
Other noncurrent assets | 30,732 | 31,422 | [1] | ||
Total assets | 756,260 | 650,370 | [1] | ||
Current liabilities | |||||
Current maturities of long-term debt | 39,349 | 8,528 | [1] | ||
Accounts payable - trade | 53,679 | 15,652 | [1] | ||
Accrued liabilities | 79,683 | 64,880 | [1] | ||
Total current liabilities | 172,711 | 89,060 | [1] | ||
Intercompany payables | 0 | 0 | |||
Long-term debt, less current maturities | 664,122 | 650,267 | [1] | ||
Obligations under capital leases, less current maturities | 0 | 0 | |||
Deferred income taxes | 29,206 | 28,727 | [1] | ||
Other noncurrent liabilities | 45,461 | 46,274 | [1] | ||
Total liabilities | 911,500 | 814,328 | [1] | ||
(Deficit) equity | |||||
New Enterprise Stone & Lime Co., Inc. (deficit) equity | (157,032) | (165,770) | [1] | ||
Noncontrolling interest | 1,792 | 1,812 | [1] | ||
Total deficit | (155,240) | (163,958) | [1] | ||
Total liabilities and deficit | 756,260 | 650,370 | [1] | ||
New Enterprise Stone & Lime Co., Inc. | |||||
Current assets | |||||
Cash and cash equivalents | 14,391 | 8,633 | 22,748 | 21,344 | |
Restricted cash | 1,172 | 1,301 | |||
Accounts receivable, net | 142,862 | 39,125 | |||
Inventories | 89,383 | 87,995 | |||
Net investment in lease | 0 | 0 | |||
Deferred income taxes | 1,918 | 1,918 | |||
Other current assets | 9,730 | 8,038 | |||
Assets held for sale | 3,522 | 8,517 | |||
Total current assets | 262,978 | 155,527 | |||
Property, plant and equipment, net | 284,582 | 290,137 | |||
Goodwill | 75,647 | 81,287 | |||
Other intangible assets, net | 6,897 | 7,640 | |||
Investment in subsidiaries | 91,251 | 85,531 | |||
Intercompany receivables | 3,308 | 3,308 | |||
Other noncurrent assets | 27,477 | 28,097 | |||
Total assets | 752,140 | 651,527 | |||
Current liabilities | |||||
Current maturities of long-term debt | 39,996 | 8,955 | |||
Accounts payable - trade | 45,601 | 8,510 | |||
Accrued liabilities | 60,737 | 47,876 | |||
Total current liabilities | 146,334 | 65,341 | |||
Intercompany payables | 31,527 | 34,087 | |||
Long-term debt, less current maturities | 658,817 | 645,228 | |||
Obligations under capital leases, less current maturities | 5,961 | 5,810 | |||
Deferred income taxes | 23,945 | 23,466 | |||
Other noncurrent liabilities | 42,588 | 43,365 | |||
Total liabilities | 909,172 | 817,297 | |||
(Deficit) equity | |||||
New Enterprise Stone & Lime Co., Inc. (deficit) equity | (157,032) | (165,770) | |||
Noncontrolling interest | 0 | 0 | |||
Total deficit | (157,032) | (165,770) | |||
Total liabilities and deficit | 752,140 | 651,527 | |||
Guarantor Subsidiaries | |||||
Current assets | |||||
Cash and cash equivalents | 1,197 | 60 | 181 | 0 | |
Restricted cash | 61 | 88 | |||
Accounts receivable, net | 17,160 | 10,762 | |||
Inventories | 16,778 | 14,211 | |||
Net investment in lease | 0 | 0 | |||
Deferred income taxes | 712 | 712 | |||
Other current assets | 0 | 836 | |||
Assets held for sale | 6,366 | 0 | |||
Total current assets | 42,274 | 26,669 | |||
Property, plant and equipment, net | 14,740 | 20,137 | |||
Goodwill | 5,845 | 5,845 | |||
Other intangible assets, net | 10,917 | 11,293 | |||
Investment in subsidiaries | 0 | 0 | |||
Intercompany receivables | 29,572 | 29,169 | |||
Other noncurrent assets | 907 | 977 | |||
Total assets | 104,255 | 94,090 | |||
Current liabilities | |||||
Current maturities of long-term debt | 0 | 0 | |||
Accounts payable - trade | 7,765 | 6,265 | |||
Accrued liabilities | 1,942 | 1,508 | |||
Total current liabilities | 9,707 | 7,773 | |||
Intercompany payables | 1,204 | (1,098) | |||
Long-term debt, less current maturities | 0 | 0 | |||
Obligations under capital leases, less current maturities | 0 | 0 | |||
Deferred income taxes | 5,261 | 5,261 | |||
Other noncurrent liabilities | 525 | 561 | |||
Total liabilities | 16,697 | 12,497 | |||
(Deficit) equity | |||||
New Enterprise Stone & Lime Co., Inc. (deficit) equity | 87,558 | 81,593 | |||
Noncontrolling interest | 0 | 0 | |||
Total deficit | 87,558 | 81,593 | |||
Total liabilities and deficit | 104,255 | 94,090 | |||
Non Guarantors | |||||
Current assets | |||||
Cash and cash equivalents | 5,837 | 4,600 | 4,117 | 2,548 | |
Restricted cash | 15,789 | 15,788 | |||
Accounts receivable, net | 6 | 14 | |||
Inventories | 0 | 0 | |||
Net investment in lease | 647 | 1,198 | |||
Deferred income taxes | 0 | 0 | |||
Other current assets | 16 | 11 | |||
Assets held for sale | 0 | 0 | |||
Total current assets | 22,295 | 21,611 | |||
Property, plant and equipment, net | 5,961 | 5,810 | |||
Goodwill | 0 | 0 | |||
Other intangible assets, net | 0 | 0 | |||
Investment in subsidiaries | 0 | 0 | |||
Intercompany receivables | (149) | (34) | |||
Other noncurrent assets | 2,348 | 2,348 | |||
Total assets | 30,455 | 29,735 | |||
Current liabilities | |||||
Current maturities of long-term debt | 0 | 771 | |||
Accounts payable - trade | 313 | 331 | |||
Accrued liabilities | 17,004 | 15,496 | |||
Total current liabilities | 17,317 | 16,598 | |||
Intercompany payables | 0 | 0 | |||
Long-term debt, less current maturities | 5,305 | 5,039 | |||
Obligations under capital leases, less current maturities | 0 | 0 | |||
Deferred income taxes | 0 | 0 | |||
Other noncurrent liabilities | 2,348 | 2,348 | |||
Total liabilities | 24,970 | 23,985 | |||
(Deficit) equity | |||||
New Enterprise Stone & Lime Co., Inc. (deficit) equity | 3,693 | 3,938 | |||
Noncontrolling interest | 1,792 | 1,812 | |||
Total deficit | 5,485 | 5,750 | |||
Total liabilities and deficit | 30,455 | 29,735 | |||
Eliminations | |||||
Current assets | |||||
Cash and cash equivalents | 0 | 0 | $ 0 | $ 0 | |
Restricted cash | 0 | 0 | |||
Accounts receivable, net | 0 | 0 | |||
Inventories | 0 | 0 | |||
Net investment in lease | (647) | (1,198) | |||
Deferred income taxes | 0 | 0 | |||
Other current assets | 0 | 0 | |||
Assets held for sale | 0 | 0 | |||
Total current assets | (647) | (1,198) | |||
Property, plant and equipment, net | (5,961) | (5,810) | |||
Goodwill | 0 | 0 | |||
Other intangible assets, net | 0 | 0 | |||
Investment in subsidiaries | (91,251) | (85,531) | |||
Intercompany receivables | (32,731) | (32,443) | |||
Other noncurrent assets | 0 | 0 | |||
Total assets | (130,590) | (124,982) | |||
Current liabilities | |||||
Current maturities of long-term debt | (647) | (1,198) | |||
Accounts payable - trade | 0 | 546 | |||
Accrued liabilities | 0 | 0 | |||
Total current liabilities | (647) | (652) | |||
Intercompany payables | (32,731) | (32,989) | |||
Long-term debt, less current maturities | 0 | 0 | |||
Obligations under capital leases, less current maturities | (5,961) | (5,810) | |||
Deferred income taxes | 0 | 0 | |||
Other noncurrent liabilities | 0 | 0 | |||
Total liabilities | (39,339) | (39,451) | |||
(Deficit) equity | |||||
New Enterprise Stone & Lime Co., Inc. (deficit) equity | (91,251) | (85,531) | |||
Noncontrolling interest | 0 | 0 | |||
Total deficit | (91,251) | (85,531) | |||
Total liabilities and deficit | $ (130,590) | $ (124,982) | |||
[1] | Data derived from audited consolidated balance sheet as of February 28, 2015. |
Condensed Issuer, Guarantor a49
Condensed Issuer, Guarantor and Non Guarantor Financial Information (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Aug. 31, 2015 | Aug. 31, 2014 | Aug. 31, 2015 | Aug. 31, 2014 | |
Condensed Issuer, Guarantor and Non Guarantor Financial Information | ||||
Revenue | $ 246,555 | $ 247,569 | $ 387,271 | $ 387,997 |
Cost of revenue (exclusive of Depreciation, depletion and amortization shown separately below) | 177,700 | 186,551 | 292,650 | 308,422 |
Depreciation, depletion and amortization | 10,344 | 11,157 | 20,299 | 22,247 |
Asset impairment | 0 | 3,343 | 183 | 5,023 |
Selling, administrative and general expenses | 11,697 | 14,649 | 26,401 | 29,936 |
Gain on disposals of property, equipment and software | (3,733) | (161) | (3,833) | (310) |
Operating income (loss) | 50,547 | 32,030 | 51,571 | 22,679 |
Interest expense, net | (21,146) | (20,380) | (42,216) | (40,706) |
Income (loss) before income taxes | 29,401 | 11,650 | 9,355 | (18,027) |
Income tax expense (benefit) | 1,331 | 900 | 423 | (1,342) |
Equity in earnings of subsidiaries | 0 | 0 | 0 | 0 |
Net income (loss) | 28,070 | 10,750 | 8,932 | (16,685) |
Less: Comprehensive income attributable to noncontrolling interest | (137) | (177) | (272) | (352) |
Net income (loss) attributable to New Enterprise Stone & Lime Co., Inc. | 27,933 | 10,573 | 8,660 | (17,037) |
Unrealized actuarial gains and amortization of prior service costs, net of income tax | 39 | 38 | 78 | 77 |
Comprehensive income (loss) | 28,109 | 10,788 | 9,010 | (16,608) |
Comprehensive income (loss) attributable to New Enterprise Stone & Lime Co., Inc. | 27,972 | 10,611 | 8,738 | (16,960) |
New Enterprise Stone & Lime Co., Inc. | ||||
Condensed Issuer, Guarantor and Non Guarantor Financial Information | ||||
Revenue | 222,167 | 223,377 | 341,691 | 342,824 |
Cost of revenue (exclusive of Depreciation, depletion and amortization shown separately below) | 160,022 | 168,423 | 258,673 | 274,241 |
Depreciation, depletion and amortization | 9,036 | 9,905 | 17,717 | 19,711 |
Asset impairment | 0 | 3,343 | 160 | 5,023 |
Selling, administrative and general expenses | 10,144 | 12,924 | 23,231 | 25,828 |
Gain on disposals of property, equipment and software | (3,730) | (142) | (3,783) | (301) |
Operating income (loss) | 46,695 | 28,924 | 45,693 | 18,322 |
Interest expense, net | (21,215) | (20,427) | (42,330) | (40,813) |
Income (loss) before income taxes | 25,480 | 8,497 | 3,363 | (22,491) |
Income tax expense (benefit) | 1,331 | 900 | 423 | (1,342) |
Equity in earnings of subsidiaries | 3,784 | 2,976 | 5,720 | 4,112 |
Net income (loss) | 27,933 | 10,573 | 8,660 | (17,037) |
Less: Comprehensive income attributable to noncontrolling interest | 0 | 0 | 0 | 0 |
Net income (loss) attributable to New Enterprise Stone & Lime Co., Inc. | 27,933 | 10,573 | 8,660 | (17,037) |
Unrealized actuarial gains and amortization of prior service costs, net of income tax | 39 | 38 | 78 | 77 |
Comprehensive income (loss) | 27,972 | 10,611 | 8,738 | (16,960) |
Comprehensive income (loss) attributable to New Enterprise Stone & Lime Co., Inc. | 27,972 | 10,611 | 8,738 | (16,960) |
Guarantor Subsidiaries | ||||
Condensed Issuer, Guarantor and Non Guarantor Financial Information | ||||
Revenue | 24,388 | 24,192 | 45,775 | 46,675 |
Cost of revenue (exclusive of Depreciation, depletion and amortization shown separately below) | 17,600 | 18,226 | 34,269 | 35,973 |
Depreciation, depletion and amortization | 1,308 | 1,252 | 2,582 | 2,536 |
Asset impairment | 0 | 0 | 23 | 0 |
Selling, administrative and general expenses | 1,513 | 1,670 | 3,047 | 4,008 |
Gain on disposals of property, equipment and software | (3) | (19) | (50) | (9) |
Operating income (loss) | 3,970 | 3,063 | 5,904 | 4,167 |
Interest expense, net | 43 | (6) | 61 | 3 |
Income (loss) before income taxes | 4,013 | 3,057 | 5,965 | 4,170 |
Income tax expense (benefit) | 0 | 0 | 0 | 0 |
Equity in earnings of subsidiaries | 0 | 0 | 0 | 0 |
Net income (loss) | 4,013 | 3,057 | 5,965 | 4,170 |
Less: Comprehensive income attributable to noncontrolling interest | 0 | 0 | 0 | 0 |
Net income (loss) attributable to New Enterprise Stone & Lime Co., Inc. | 4,013 | 3,057 | 5,965 | 4,170 |
Unrealized actuarial gains and amortization of prior service costs, net of income tax | 0 | 0 | 0 | 0 |
Comprehensive income (loss) | 4,013 | 3,057 | 5,965 | 4,170 |
Comprehensive income (loss) attributable to New Enterprise Stone & Lime Co., Inc. | 4,013 | 3,057 | 5,965 | 4,170 |
Non Guarantors | ||||
Condensed Issuer, Guarantor and Non Guarantor Financial Information | ||||
Revenue | 229 | 1,724 | 3,420 | 3,461 |
Cost of revenue (exclusive of Depreciation, depletion and amortization shown separately below) | 217 | 1,518 | 3,172 | 2,956 |
Depreciation, depletion and amortization | 0 | 0 | 0 | 0 |
Asset impairment | 0 | 0 | 0 | 0 |
Selling, administrative and general expenses | 40 | 55 | 123 | 100 |
Gain on disposals of property, equipment and software | 0 | 0 | 0 | 0 |
Operating income (loss) | (28) | 151 | 125 | 405 |
Interest expense, net | (64) | (55) | (98) | (111) |
Income (loss) before income taxes | (92) | 96 | 27 | 294 |
Income tax expense (benefit) | 0 | 0 | 0 | 0 |
Equity in earnings of subsidiaries | 0 | 0 | 0 | 0 |
Net income (loss) | (92) | 96 | 27 | 294 |
Less: Comprehensive income attributable to noncontrolling interest | (137) | (177) | (272) | (352) |
Net income (loss) attributable to New Enterprise Stone & Lime Co., Inc. | (229) | (81) | (245) | (58) |
Unrealized actuarial gains and amortization of prior service costs, net of income tax | 0 | 0 | 0 | 0 |
Comprehensive income (loss) | (92) | 96 | 27 | 294 |
Comprehensive income (loss) attributable to New Enterprise Stone & Lime Co., Inc. | (229) | (81) | (245) | (58) |
Eliminations | ||||
Condensed Issuer, Guarantor and Non Guarantor Financial Information | ||||
Revenue | (229) | (1,724) | (3,615) | (4,963) |
Cost of revenue (exclusive of Depreciation, depletion and amortization shown separately below) | (139) | (1,616) | (3,464) | (4,748) |
Depreciation, depletion and amortization | 0 | 0 | 0 | 0 |
Asset impairment | 0 | 0 | 0 | 0 |
Selling, administrative and general expenses | 0 | 0 | 0 | 0 |
Gain on disposals of property, equipment and software | 0 | 0 | 0 | 0 |
Operating income (loss) | (90) | (108) | (151) | (215) |
Interest expense, net | 90 | 108 | 151 | 215 |
Income (loss) before income taxes | 0 | 0 | 0 | 0 |
Income tax expense (benefit) | 0 | 0 | 0 | 0 |
Equity in earnings of subsidiaries | (3,784) | (2,976) | (5,720) | (4,112) |
Net income (loss) | (3,784) | (2,976) | (5,720) | (4,112) |
Less: Comprehensive income attributable to noncontrolling interest | 0 | 0 | 0 | 0 |
Net income (loss) attributable to New Enterprise Stone & Lime Co., Inc. | (3,784) | (2,976) | (5,720) | (4,112) |
Unrealized actuarial gains and amortization of prior service costs, net of income tax | 0 | 0 | 0 | 0 |
Comprehensive income (loss) | (3,784) | (2,976) | (5,720) | (4,112) |
Comprehensive income (loss) attributable to New Enterprise Stone & Lime Co., Inc. | $ (3,784) | $ (2,976) | $ (5,720) | $ (4,112) |
Condensed Issuer, Guarantor a50
Condensed Issuer, Guarantor and Non Guarantor Financial Information (Details 4) - USD ($) $ in Thousands | 6 Months Ended | ||
Aug. 31, 2015 | Aug. 31, 2014 | ||
Condensed Issuer, Guarantor and Non Guarantor Financial Information | |||
Cash flows from operating activities | $ (14,132) | $ (16,193) | |
Cash flows from investing activities | |||
Capital expenditures | (11,830) | (11,829) | |
Proceeds from sale of property, equipment and assets held for sale | 5,849 | 1,177 | |
Change in cash value of life insurance | 0 | (75) | |
Change in restricted cash | 154 | 12,194 | |
Net cash (used in) provided by investing activities | (5,827) | 1,467 | |
Cash flows from financing activities | |||
Proceeds from issuance of short-term borrowings | 30,091 | 24,675 | |
Repayments of other debt | (813) | (4,445) | |
Payments on capital leases | (896) | (1,594) | |
Debt issuance costs | 0 | (756) | |
Distribution to noncontrolling interest | (291) | 0 | |
Net cash provided by financing activities | 28,091 | 17,880 | |
Net increase in cash and cash equivalents | 8,132 | 3,154 | |
Cash and cash equivalents | |||
Beginning of period | 13,293 | [1] | 23,892 |
End of period | 21,425 | 27,046 | |
New Enterprise Stone & Lime Co., Inc. | |||
Condensed Issuer, Guarantor and Non Guarantor Financial Information | |||
Cash flows from operating activities | (17,276) | (19,103) | |
Cash flows from investing activities | |||
Capital expenditures | (11,830) | (11,014) | |
Proceeds from sale of property, equipment and assets held for sale | 5,849 | 1,177 | |
Change in cash value of life insurance | 0 | (75) | |
Change in restricted cash | 128 | 12,191 | |
Net cash (used in) provided by investing activities | (5,853) | 2,279 | |
Cash flows from financing activities | |||
Proceeds from issuance of short-term borrowings | 30,091 | 24,675 | |
Repayments of other debt | (308) | (4,097) | |
Payments on capital leases | (896) | (1,594) | |
Debt issuance costs | (756) | ||
Distribution to noncontrolling interest | 0 | ||
Net cash provided by financing activities | 28,887 | 18,228 | |
Net increase in cash and cash equivalents | 5,758 | 1,404 | |
Cash and cash equivalents | |||
Beginning of period | 8,633 | 21,344 | |
End of period | 14,391 | 22,748 | |
Guarantor Subsidiaries | |||
Condensed Issuer, Guarantor and Non Guarantor Financial Information | |||
Cash flows from operating activities | 1,110 | 992 | |
Cash flows from investing activities | |||
Capital expenditures | 0 | (815) | |
Proceeds from sale of property, equipment and assets held for sale | 0 | 0 | |
Change in cash value of life insurance | 0 | 0 | |
Change in restricted cash | 27 | 4 | |
Net cash (used in) provided by investing activities | 27 | (811) | |
Cash flows from financing activities | |||
Proceeds from issuance of short-term borrowings | 0 | 0 | |
Repayments of other debt | 0 | 0 | |
Payments on capital leases | 0 | 0 | |
Debt issuance costs | 0 | ||
Distribution to noncontrolling interest | 0 | ||
Net cash provided by financing activities | 0 | 0 | |
Net increase in cash and cash equivalents | 1,137 | 181 | |
Cash and cash equivalents | |||
Beginning of period | 60 | 0 | |
End of period | 1,197 | 181 | |
Non Guarantors | |||
Condensed Issuer, Guarantor and Non Guarantor Financial Information | |||
Cash flows from operating activities | 2,034 | 1,918 | |
Cash flows from investing activities | |||
Capital expenditures | 0 | 0 | |
Proceeds from sale of property, equipment and assets held for sale | 0 | 0 | |
Change in cash value of life insurance | 0 | 0 | |
Change in restricted cash | (1) | (1) | |
Net cash (used in) provided by investing activities | (1) | (1) | |
Cash flows from financing activities | |||
Proceeds from issuance of short-term borrowings | 0 | 0 | |
Repayments of other debt | (505) | (348) | |
Payments on capital leases | 0 | 0 | |
Debt issuance costs | 0 | ||
Distribution to noncontrolling interest | (291) | ||
Net cash provided by financing activities | (796) | (348) | |
Net increase in cash and cash equivalents | 1,237 | 1,569 | |
Cash and cash equivalents | |||
Beginning of period | 4,600 | 2,548 | |
End of period | 5,837 | 4,117 | |
Eliminations | |||
Condensed Issuer, Guarantor and Non Guarantor Financial Information | |||
Cash flows from operating activities | 0 | 0 | |
Cash flows from investing activities | |||
Capital expenditures | 0 | 0 | |
Proceeds from sale of property, equipment and assets held for sale | 0 | 0 | |
Change in cash value of life insurance | 0 | 0 | |
Change in restricted cash | 0 | 0 | |
Net cash (used in) provided by investing activities | 0 | 0 | |
Cash flows from financing activities | |||
Proceeds from issuance of short-term borrowings | 0 | 0 | |
Repayments of other debt | 0 | 0 | |
Payments on capital leases | 0 | 0 | |
Debt issuance costs | 0 | ||
Distribution to noncontrolling interest | 0 | ||
Net cash provided by financing activities | 0 | 0 | |
Net increase in cash and cash equivalents | 0 | 0 | |
Cash and cash equivalents | |||
Beginning of period | 0 | 0 | |
End of period | $ 0 | $ 0 | |
[1] | Data derived from audited consolidated balance sheet as of February 28, 2015. |