Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Oct. 29, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | US CONCRETE INC | |
Entity Central Index Key | 1,073,429 | |
Current Fiscal Year End | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 16,820,361 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Entity Emerging Growth Company | false | |
Entity Small Business | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 25,182 | $ 22,581 |
Trade accounts receivable, net of allowances of $5,573 as of September 30, 2018 and $5,785 as of December 31, 2017 | 255,101 | 214,221 |
Inventories | 49,597 | 48,085 |
Prepaid expenses | 9,521 | 5,297 |
Other receivables | 17,708 | 19,191 |
Other current assets | 3,362 | 2,310 |
Total current assets | 360,471 | 311,685 |
Property, plant and equipment, net of accumulated depreciation, depletion and amortization of $221,630 as of September 30, 2018 and $178,168 as of December 31, 2017 | 681,061 | 636,268 |
Goodwill | 238,399 | 204,731 |
Intangible assets, net | 123,769 | 118,123 |
Other assets | 7,322 | 5,327 |
Total assets | 1,411,022 | 1,276,134 |
Current liabilities: | ||
Accounts payable | 137,313 | 117,070 |
Accrued liabilities | 114,394 | 65,420 |
Current maturities of long-term debt | 29,795 | 25,951 |
Total current liabilities | 281,502 | 208,441 |
Long-term debt, net of current maturities | 700,718 | 667,385 |
Other long-term obligations and deferred credits | 58,284 | 93,341 |
Deferred income taxes | 33,990 | 4,825 |
Total liabilities | 1,074,494 | 973,992 |
Commitments and contingencies (Note 12) | ||
Equity: | ||
Preferred stock | 0 | 0 |
Common stock | 18 | 18 |
Additional paid-in capital | 327,202 | 319,016 |
Retained earnings (accumulated deficit) | 14,225 | (13,784) |
Treasury stock, at cost | (26,675) | (24,799) |
Total shareholders' equity | 314,770 | 280,451 |
Non-controlling interest | 21,758 | 21,691 |
Total equity | 336,528 | 302,142 |
Total liabilities and equity | $ 1,411,022 | $ 1,276,134 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Trade accounts receivable, allowances | $ 5,573 | $ 5,785 |
Property, plant and equipment, accumulated depreciation, depletion, and amortization | $ 221,630 | $ 178,168 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenue | $ 404,267 | $ 354,628 | $ 1,136,254 | $ 994,687 |
Cost of goods sold before depreciation, depletion and amortization | 325,268 | 278,995 | 912,738 | 778,328 |
Selling, general and administrative expenses | 32,220 | 30,056 | 96,371 | 86,073 |
Depreciation, depletion and amortization | 25,473 | 16,593 | 68,190 | 48,802 |
Change in value of contingent consideration | 395 | 719 | (863) | 2,047 |
Impairment of assets | 0 | 648 | 1,299 | 648 |
Gain on sale of business and assets, net | (14,081) | (106) | (14,642) | (496) |
Operating income | 34,992 | 27,723 | 73,161 | 79,285 |
Interest expense, net | 11,741 | 10,552 | 34,564 | 31,062 |
Derivative loss (income) | 0 | (13,119) | 0 | 791 |
Loss on extinguishment of debt | 0 | 60 | 0 | 60 |
Other income, net | (1,103) | (1,287) | (4,163) | (2,591) |
Income from continuing operations before income taxes | 24,354 | 31,517 | 42,760 | 49,963 |
Income tax expense | 8,575 | 7,241 | 14,519 | 20,854 |
Income from continuing operations | 15,779 | 24,276 | 28,241 | 29,109 |
Loss from discontinued operations, net of taxes | 0 | (222) | 0 | (524) |
Net income | 15,779 | 24,054 | 28,241 | 28,585 |
Less: Net income attributable to non-controlling interest | (177) | 0 | (232) | 0 |
Net income attributable to U.S. Concrete | $ 15,602 | $ 24,054 | $ 28,009 | $ 28,585 |
Basic income per share attributable to U.S. Concrete: | ||||
Income from continuing operations (in dollars per share) | $ 0.95 | $ 1.51 | $ 1.70 | $ 1.85 |
Loss from discontinued operations, net of taxes (in dollars per share) | 0 | (0.01) | 0 | (0.03) |
Net income per share – basic (in dollars per share) | 0.95 | 1.50 | 1.70 | 1.82 |
Diluted income per share attributable to U.S. Concrete: | ||||
Income from continuing operations (in dollars per share) | 0.94 | 1.46 | 1.70 | 1.75 |
Loss from discontinued operations, net of taxes (in dollars per share) | 0 | (0.01) | 0 | (0.03) |
Net income per share – diluted (in dollars per share) | $ 0.94 | $ 1.45 | $ 1.70 | $ 1.72 |
Weighted average shares outstanding: | ||||
Basic (in shares) | 16,482 | 16,028 | 16,461 | 15,745 |
Diluted (in shares) | 16,524 | 16,651 | 16,522 | 16,633 |
Income Amounts Attributable to Parent, Disclosures [Abstract] | ||||
Income from continuing operations attributable to U.S. Concrete | $ 15,602 | $ 24,276 | $ 28,009 | $ 29,109 |
Loss from discontinued operations, net of taxes | $ 0 | $ (222) | $ 0 | $ (524) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF TOTAL EQUITY - 9 months ended Sep. 30, 2018 - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Treasury Stock | Total Shareholders' Equity | Non-controlling Interest |
BALANCE, beginning of period (in shares) at Dec. 31, 2017 | 16,652 | ||||||
BALANCE, beginning of period at Dec. 31, 2017 | $ 302,142 | $ 18 | $ 319,016 | $ (13,784) | $ (24,799) | $ 280,451 | $ 21,691 |
Increase (Decrease) in Stockholders' Equity | |||||||
Stock-based compensation expense | 8,108 | 8,108 | 8,108 | ||||
Restricted stock vesting (in shares) | 8 | ||||||
Restricted stock vesting | 0 | 0 | |||||
Restricted stock grants, net of cancellations (in shares) | 182 | ||||||
Restricted stock grants, net of cancellations | 0 | 0 | |||||
Stock options exercised (in shares) | 6 | ||||||
Stock options exercised | 78 | 78 | 78 | ||||
Other treasury share purchases (in shares) | (29) | ||||||
Other treasury share purchases | (1,876) | (1,876) | (1,876) | ||||
Measurement period adjustments for prior year business combinations | (125) | (125) | |||||
Payments to noncontrolling interests | (40) | (40) | |||||
Net income | 28,241 | 28,009 | 28,009 | 232 | |||
BALANCE, end of period (in shares) at Sep. 30, 2018 | 16,819 | ||||||
BALANCE, end of period at Sep. 30, 2018 | $ 336,528 | $ 18 | $ 327,202 | $ 14,225 | $ (26,675) | $ 314,770 | $ 21,758 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 28,241 | $ 28,585 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation, depletion and amortization | 68,190 | 48,802 |
Amortization of debt issuance costs | 1,355 | 1,515 |
Amortization of discount on long-term incentive plan and other accrued interest | 406 | 530 |
Amortization of premium on long-term debt | (1,163) | (1,163) |
Derivative loss (income) | 0 | 791 |
Change in value of contingent consideration | (863) | 2,047 |
Net gain on disposal of business and assets | (14,642) | (496) |
Corporate loss on early extinguishment of debt | 0 | 60 |
Impairment of assets | 1,299 | 648 |
Deferred income taxes | 10,113 | 6,863 |
Provision for doubtful accounts and customer disputes | 3,422 | 3,518 |
Stock-based compensation | 8,108 | 6,523 |
Unrealized foreign exchange gain | (61) | 0 |
Changes in assets and liabilities, excluding effects of acquisitions: | ||
Accounts receivable | (44,419) | (30,076) |
Inventories | (153) | (2,946) |
Prepaid expenses and other current assets | (4,801) | 1,565 |
Other assets and liabilities | (1,582) | 201 |
Accounts payable and accrued liabilities | 36,766 | 17,279 |
Net cash provided by operating activities | 90,216 | 84,246 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property, plant and equipment | (32,206) | (33,984) |
Payments for acquisitions, net of cash acquired | (72,326) | (56,796) |
Advance for note receivable | 0 | (8,063) |
Proceeds from disposals of businesses and property, plant and equipment | 18,603 | 2,308 |
Purchases of environmental credits | (2,836) | 0 |
Insurance proceeds from property loss claims | 2,154 | 0 |
Net cash used in investing activities | (86,611) | (96,535) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from revolver borrowings | 338,213 | 0 |
Repayments of revolver borrowings | (310,713) | 0 |
Proceeds from issuance of debt | 0 | 211,500 |
Proceeds from exercise of stock options and warrants | 78 | 2,695 |
Payments of other long-term obligations | (5,648) | (7,722) |
Payments for other financing | (21,212) | (14,317) |
Debt issuance costs | 0 | (4,332) |
Other treasury share purchases | (1,876) | (3,046) |
Payments to non-controlling interest | (249) | 0 |
Other proceeds | 464 | 0 |
Net cash provided by (used in) financing activities | (943) | 184,778 |
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS | (61) | 0 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 2,601 | 172,489 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 22,581 | 75,774 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 25,182 | 248,263 |
Supplemental Disclosure of Cash Flow Information: | ||
Net cash paid for interest | 24,515 | 20,870 |
Net cash paid for income taxes | 2,896 | 17,377 |
Supplemental Disclosure of Non-cash Investing and Financing Activities: | ||
Capital expenditures funded by capital leases and promissory notes | 30,716 | 45,517 |
Acquisitions funded by contingent consideration | $ 1,143 | $ 20,620 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements include the accounts of U.S. Concrete, Inc. and its subsidiaries (collectively, "we," "us," "our," the "Company," or "U.S. Concrete") and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") for reporting interim financial information. Some information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP") have been condensed or omitted pursuant to the SEC’s rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes in our Annual Report on Form 10-K for the year ended December 31, 2017 (the " 2017 Form 10-K"). In the opinion of our management, all material adjustments necessary to state fairly the information in our unaudited condensed consolidated financial statements have been included. All adjustments are of a normal or recurring nature. All amounts are presented in United States dollars, unless otherwise noted. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. The preparation of financial statements and accompanying notes in conformity with U.S. GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions that we consider significant in the preparation of our financial statements include those related to our allowance for doubtful accounts, business combinations, goodwill, intangible assets, valuation of contingent consideration, accruals for self-insurance programs, income taxes, the valuation of inventory and the valuation and useful lives of property, plant and equipment. Certain reclassifications have been made to prior period balances to conform with the current year presentation. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS AND SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS AND SIGNIFICANT ACCOUNTING POLICIES | RECENT ACCOUNTING PRONOUNCEMENTS AND SIGNIFICANT ACCOUNTING POLICIES Standards/Updates Adopted This Year Revenue Recognition. In May 2014, the Financial Accounting Standards Board ("FASB") issued guidance that outlines a single comprehensive model for accounting for revenue arising from contracts with customers, which supersedes most of the existing revenue recognition guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. We adopted this guidance and related amendments as of January 1, 2018, applying the modified retrospective transition approach to all contracts. Adoption of the new guidance did not result in changes in the amount of revenue recognized or the timing of when such revenue is recognized. Clarification of the Definition of a Business in Business Combinations. In January 2017, the FASB issued an update under business combinations in an effort to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or as business combinations. The amendments in this update provide a screen to determine when a set of assets is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. The adoption of this standard did not have a material impact on our financial condition and results of operations. Classification of Certain Cash Receipts and Cash Payments. In August 2016, the FASB issued guidance to reduce diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. Adoption of this standard did not result in any material changes to our statements of cash flows. Restricted Cash in the Statement of Cash Flows. In November 2016, the FASB issued guidance to reduce diversity in the presentation of restricted cash in the statement of cash flows. The standard has certain disclosure requirements related to restricted cash and requires that restricted cash be included with cash balances in the statement of cash flows. Adoption of this standard did not have a material impact on our statement of cash flows. Standards/Updates Not Yet Adopted Lease Accounting. In February 2016, the FASB issued a new lease accounting standard intended to increase transparency and comparability among organizations by reorganizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Under the new guidance, lessees will be required to recognize a right-of-use asset and a lease liability, measured on a discounted basis, at the commencement date for all leases with terms greater than twelve months. Additionally, this guidance will require disclosures to help investors and other financial statement users better understand the amount, timing and uncertainty of cash flows arising from leases, including qualitative and quantitative requirements. We expect to adopt the guidance using the transition approach that permits application of the new standard at the adoption date instead of the earliest comparative period presented in the financial statements, with a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. We are currently finalizing our lease portfolio analysis to determine the impact to our consolidated financial statements. To facilitate our adoption beginning in the first quarter of 2019, we are implementing processes and information technology tools to assist in our ongoing lease data collection and analysis and updating our accounting policies and internal controls that will be impacted by the new guidance. Fair Value Measurement Disclosures. In August 2018, the FASB issued a new Accounting Standards Update ("ASU") to eliminate or modify certain of the disclosures related to fair value measurement while adding new disclosures. The ASU is effective for fiscal years beginning after December 15, 2019, including interim periods therein. Early adoption is permitted, including in any interim period for which financial statements have not yet been issued. Early adoption is permitted for the eliminated or modified disclosure requirements and the adoption of all the new disclosure requirements may be delayed until their effective date. The ASU requires prospective application to the new requirements and any modification to disclosures made because of the change to the requirements for the narrative description of measurement of uncertainty. The effects of all other amendments must be applied retrospectively to all periods presented. We are still evaluating this ASU, but since it is focused on disclosures, we do not expect that its adoption will have a significant impact on our consolidated financial statements. Customer's Accounting for Fees Paid in a Cloud Computing Arrangement. In August 2018, the FASB issued a new ASU to address the accounting for costs of implementation activities performed in a cloud computing arrangement that is a service contract. The amendments in this ASU align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with those for capitalizing implementation costs incurred to develop or obtain internal-use software. The accounting for the service element of a hosting arrangement that is a service contract is not affected by this ASU. Under this ASU, costs for implementation activities in the application development stage are capitalized depending on the nature of the costs, while costs incurred during the preliminary project and post-implementation stages are expensed as the activities are performed. The ASU also requires that the capitalized implementation costs be expensed over the term of the hosting arrangement, while subjecting the capitalized costs to the guidance for impairment of long-lived assets. The ASU is effective for fiscal years beginning after December 15, 2019 and interim periods within those years. Early adoption is permitted, including adoption in any interim period. The ASU may be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We are currently evaluating this ASU, but we do not expect that its adoption will have a significant impact on our consolidated financial statements. For a description of our significant accounting policies, see Note 1 of the consolidated financial statements in our 2017 Form 10-K. |
REVENUE
REVENUE | 9 Months Ended |
Sep. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | REVENUE We derive substantially all of our revenue from the production and delivery of ready-mixed concrete, aggregates and related building materials. Revenue from the sale of these products is recognized when control passes to the customer, which generally occurs at the point in time when products are delivered. We do not deliver product unless we have an order or other documentation authorizing delivery to our customers. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods. Sales and other taxes we collect concurrently with revenue-producing activities are excluded from revenue. Incidental items, such as mix formulation and testing services that are immaterial in the context of the revenue contract and completed in close proximity to the revenue-producing activities, are recorded within cost of goods sold as incurred. We generally do not provide post-delivery services, such as paving or finishing. Customer dispute costs are recorded as a reduction of revenue at the end of each period and are estimated by using a combination of historical customer experience and a customer-by-customer analysis. Amounts billed to customers for delivery costs are classified as a component of total revenue. Our payment terms vary by the type and location of our customer and the products offered. The term between invoicing and when payment is due is not significant. As permitted under U.S. GAAP, we have elected not to assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised goods to the customer will be one year or less. See Note 13 for disaggregation of revenue by segment and product as we believe that best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. We do not have any customer contracts that meet the definition of unsatisfied performance obligations in accordance with U.S. GAAP. |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS The accounting for business combinations requires the significant use of estimates and is based on information that was available to management at the time these condensed consolidated financial statements were prepared. The estimates used for determining the fair value of certain liabilities related to acquisitions are considered Level 3 inputs (as defined in Note 8 ). We utilized recognized valuation techniques, including the income approach, sales approach, and cost approach to value the net assets acquired. See Note 8 for additional information related to contingent consideration obligations, including maximum payout amounts and how the fair value was estimated. Any changes to the provisional business combination accounting will be made as soon as practical, but no later than one year from the respective acquisition dates. 2018 Acquisitions We completed five acquisitions during the nine months ended September 30, 2018 that expanded our ready-mixed concrete operations in the Atlantic Region (which we define to include New York, New Jersey, Washington, D.C. and Pennsylvania), and expanded our ready-mixed concrete and aggregate products operations in West Texas. The aggregate fair value consideration for these acquisitions, which were all accounted for as business combinations, was $71.0 million . The acquisitions included the assets and certain liabilities of the following: • On Time Ready Mix, Inc. (" On Time ") located in Flushing, New York on January 10, 2018 ; • Cutrell Trucking, LLC., Dumas Concrete, LLC., Pampa Concrete Co., Inc., Panhandle Concrete, LLC., and Texas Sand & Gravel Co., Inc. (collectively " Golden Spread ") located in Amarillo, Texas on March 2, 2018 ; • Leon River Aggregate Materials, LLC. ("Leon River") located in Proctor, Texas on August 29, 2018 ; and • Two individually immaterial ready-mixed concrete operations in our Atlantic Region and West Texas Region on March 5, 2018 and September 14, 2018 , respectively. The aggregate fair value consideration for these five acquisitions included $69.9 million in cash and fair value contingent consideration of $1.1 million . We funded the cash portion of the 2018 acquisitions through a combination of cash on hand and borrowings under our Revolving Facility (as defined in Note 7 ). The combined assets acquired through these 2018 acquisitions included 149 mixer trucks, 20 concrete plant facilities and 2 aggregate facilities. During the three and nine months ended September 30, 2018 , we incurred approximately $0.1 million and $0.6 million , respectively, of transaction costs to effect the 2018 acquisitions, which are included in selling and general administrative expenses in our condensed consolidated statements of operations. Our accounting for the 2018 business combinations is preliminary. We expect to record adjustments as we accumulate information needed to estimate the fair value of assets acquired and liabilities assumed, including working capital balances, estimated fair value of identifiable intangible assets, property, plant and equipment, total consideration and goodwill. See Note 6 for a description of our measurement period adjustments. The following table presents the total consideration for the 2018 acquisitions and the preliminary amounts related to the assets acquired and liabilities assumed based on the estimated fair values as of the respective acquisition dates (in thousands): 2018 Acquisitions Inventory $ 1,406 Other current assets 77 Property, plant and equipment 36,576 Definite-lived intangible assets 20,615 Total assets acquired 58,674 Current liabilities 50 Other long-term liabilities 153 Total liabilities assumed 203 Goodwill 12,581 Total consideration (fair value) (1) $ 71,052 (1) Included $1.1 million of contingent consideration. 2017 Acquisitions We completed eight acquisitions during 2017 that expanded our ready-mixed concrete and aggregate products operations in our Atlantic Region, expanded our ready-mixed concrete operations in Northern California and facilitated vertical integration on the West Coast. The aggregate fair value consideration for these acquisitions, which were all accounted for as business combinations, was $327.9 million . The acquisitions included the assets and certain liabilities of the following: • Corbett Aggregate Companies, LLC. (" Corbett ") located in Quinton, New Jersey on April 7, 2017 ; • Harbor Ready-Mix (" Harbor ") located in Redwood City, California on September 29, 2017 ; • A-1 Materials, Inc. (" A-1 ”) and L.C. Frey Company, Inc. ("Frey") (collectively “A-1/Frey”) located in San Carlos, California on September 29, 2017 ; • Action Supply Co., Inc. (" Action Supply ") located in Philadelphia, Pennsylvania on September 29, 2017 ; • Polaris Materials Corporation (" Polaris ") located in British Columbia, Canada on November 17, 2017 ; and • Three individually immaterial acquisitions in December 2017 consisting of two ready-mixed concrete operations and a software company. The aggregate fair value consideration for these eight acquisitions included $298.4 million in cash, $5.5 million in payments deferred over a four -year period, and fair value contingent consideration of $24.0 million . The combined assets acquired through these 2017 acquisitions included 409 acres of land, two aggregate facilities with approximately 130 million tons of proven aggregates reserves, 51 mixer trucks, seven concrete plant facilities and four aggregates distribution terminals. We funded the cash portion of the acquisitions through a combination of cash on hand and borrowings under our Revolving Facility. Prior to the completion of the Polaris acquisition, we received two promissory notes from Polaris aggregating $18.1 million Canadian dollars, which were reclassified as intercompany loans upon completion of the acquisition and have been eliminated from our consolidated balance sheet. During the three and nine months ended September 30, 2017 , we incurred $1.1 million and $1.8 million of transaction costs, respectively, to effect the 2017 acquisitions, which are included in selling and general administrative expenses in our condensed consolidated statements of operations. Our accounting for the 2017 business combinations is final except for the Polaris acquisition and one of the individually immaterial acquisitions. We expect to record adjustments as we accumulate information needed to finalize the fair value of assets acquired and liabilities assumed, including other long-term liabilities, fair value of property, plant and equipment, tax-related balances and goodwill. See Note 6 for a description of our measurement period adjustments. The following table presents the total consideration for the 2017 acquisitions and the preliminary amounts related to the assets acquired and liabilities assumed based on the estimated fair values as of the respective acquisition dates (in thousands): Polaris 2017 Acquisitions (Excluding Polaris) Cash $ 20,678 $ — Accounts receivable (1) 4,561 1,110 Inventory 6,022 695 Other current assets 1,522 48 Property, plant and equipment 199,316 63,221 Other long-term assets 896 — Definite-lived intangible assets — 8,331 Total assets acquired 232,995 73,405 Current liabilities (2) 29,317 1,081 Long-term deferred income tax liability 20,207 — Other long-term liabilities 2,999 62 Total liabilities assumed 52,523 1,143 Non-controlling interest 21,442 — Goodwill 83,738 12,837 Total consideration (fair value) (3) $ 242,768 $ 85,099 (1) Except for Polaris, the aggregate fair value of the 2017 acquisitions' acquired accounts receivable approximated the aggregate gross contractual amount. The fair value of Polaris's acquired accounts receivable was $4.6 million , which represented an aggregate gross contractual amount of $4.9 million , less estimated amounts not expected to be collected. (2) Current liabilities for Polaris included $14.2 million payable to the Company, which was eliminated in consolidation. (3) Included $29.5 million of deferred and contingent consideration for acquisitions other than Polaris. Acquired Intangible Assets and Goodwill A summary of the intangible assets acquired in 2018 and 2017 and their estimated useful lives is as follows (in thousands): Weighted Average Amortization Period (In Years) Fair Value At Acquisition Date Customer relationships 6.7 $ 27,050 Non-compete agreements 5.0 1,512 Favorable contract 3.7 384 Total $ 28,946 As of September 30, 2018 , the estimated future aggregate amortization expense of definite-lived intangible assets from the 2018 and 2017 acquisitions was as follows (in thousands): 2018 (remainder of the year) $ 1,248 2019 4,991 2020 4,974 2021 4,038 2022 3,834 Thereafter 6,819 Total $ 25,904 During the three and nine months ended September 30, 2018 , we recorded $1.4 million and $2.8 million of amortization expense, respectively, related to these intangible assets. We recorded less than $0.1 million of amortization expense related to these intangible assets during both the three and nine months ended September 30, 2017 . We recorded additional amortization expense of $0.2 million and $0.3 million during the three and nine months ended September 30, 2018 , respectively, for measurement period adjustments related to these intangible assets. The goodwill ascribed to our acquisitions is related to the synergies we expect to achieve with expansion in the markets in which we already operate as well as entry into new metropolitan areas of our existing geographic markets. The goodwill relates to our ready-mixed concrete, aggregate products and other non-reportable segments. See Note 6 for the allocation of goodwill to our segments. We generally expect $25.4 million of goodwill from the 2017 and 2018 acquisitions to be deductible for tax purposes. See Note 9 for additional information regarding income taxes. Actual Impact of Acquisitions During the three months ended September 30, 2018 , we recorded approximately $46.2 million of revenue and $2.4 million of operating loss in our condensed consolidated statements of operations, including the impact of depreciation, depletion and amortization as well as certain measurement period adjustments (see Note 6) related to the 2017 and 2018 acquisitions following their respective dates of acquisition. During the nine months ended September 30, 2018 , we recorded approximately $123.4 million of revenue and $3.7 million of operating income in our condensed consolidated statements of operations related to the 2017 and 2018 acquisitions following their respective dates of acquisition. During the three months ended September 30, 2017 , we recorded approximately $0.5 million of revenue and $0.5 million of operating loss in our condensed consolidated statements of operations related to the 2017 acquisitions following their respective dates of acquisition. During the nine months ended September 30, 2017 , we recorded approximately $1.0 million of revenue and $0.1 million of operating income in our condensed consolidated statements of operations related to the 2017 acquisitions following their respective dates of acquisition. Unaudited Pro Forma Impact of Acquisitions The information presented below reflects the unaudited pro forma combined financial results for the 2017 and 2018 acquisitions, excluding the individually immaterial acquisitions as described above, as historical financial results for these operations were not material and were impractical to obtain from the former owners. All other acquisitions have been included and represent our estimate of the results of operations as if the 2018 acquisitions had been completed on January 1, 2017 and the 2017 acquisitions had been completed on January 1, 2016 (in thousands, except per share information): Three Months Ended Nine Months Ended 2018 2017 2018 2017 Revenue from continuing operations $ 404,877 $ 398,597 $ 1,153,093 $ 1,120,082 Net income attributable to U.S. Concrete $ 15,441 $ 24,494 $ 28,309 $ 29,368 Net income per share attributable to U.S. Concrete - basic $ 0.94 $ 1.53 $ 1.72 $ 1.87 Net income per share attributable to U.S. Concrete - diluted $ 0.93 $ 1.47 $ 1.71 $ 1.77 The above pro forma results are unaudited and were prepared based on the historical U.S. GAAP results of the Company and the historical results of the acquired companies for which financial information was available, based on data provided by the former owners. These results are not necessarily indicative of what the Company's actual results would have been had the 2018 acquisitions occurred on January 1, 2017, and the 2017 acquisitions occurred on January 1, 2016. The unaudited pro forma net income attributable to U.S. Concrete and per share amounts above reflect the following adjustments (in thousands): Three Months Ended Nine Months Ended 2018 2017 2018 2017 Increase in intangible amortization expense $ 131 $ (1,149 ) $ (912 ) $ (3,472 ) Decrease (increase) in depreciation expense — 1,018 — (3,482 ) Exclusion of buyer transaction costs 47 1,230 899 1,874 Exclusion of seller transaction costs — 6,447 — 9,671 Increase in expenses related to conversions from IFRS (1) to U.S. GAAP — (93 ) — (206 ) Decrease (increase) in income tax expense 31 490 (117 ) (400 ) Increase in non-controlling loss — (32 ) — (312 ) (1) IFRS is defined as International Financial Reporting Standards as issued by the International Accounting Standards Board. The unaudited pro forma results do not reflect any operational efficiencies or potential cost savings that may occur as a result of consolidation of the operations. |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2018 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories were as follows (in thousands): September 30, 2018 December 31, 2017 Raw materials $ 43,958 $ 44,238 Building materials for resale 2,647 2,192 Other 2,992 1,655 Total inventories $ 49,597 $ 48,085 |
GOODWILL AND OTHER INTANGIBLES
GOODWILL AND OTHER INTANGIBLES | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLES | GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill The changes in goodwill by reportable segment from December 31, 2017 to September 30, 2018 were as follows (in thousands): Ready-Mixed Concrete Segment Aggregate Products Segment Other Non-Reportable Segments Total Goodwill, gross at December 31, 2017 $ 139,834 $ 57,438 $ 13,212 $ 210,484 2018 acquisitions (1) 11,722 — 859 12,581 Measurement period adjustments for prior year business combinations (2) (341 ) 29,970 (8,542 ) 21,087 Goodwill, gross at September 30, 2018 151,215 87,408 5,529 244,152 Accumulated impairment at December 31, 2017 and September 30, 2018 (4,414 ) (1,339 ) — (5,753 ) Goodwill, net at September 30, 2018 $ 146,801 $ 86,069 $ 5,529 $ 238,399 (1) During the nine months ended September 30, 2018 , we recorded significant measurement period adjustments for the 2018 acquisitions of $5.3 million related to additional definite-lived intangible assets. (2) Adjustments for the 2017 acquisitions recorded during 2018 included $20.7 million of additional long-term obligations, of which $20.2 million related to deferred taxes attributable to fair value adjustments on Polaris's fixed assets as of the acquisition date; $2.9 million of assumed liabilities; $0.7 million of lower working capital; $2.7 million of additional property, plant, and equipment; $0.3 million of additional definite-lived intangible assets; and other various changes. The measurement period adjustments for the 2017 acquisitions also included a $9.6 million reclassification of goodwill between the aggregate products segment and other non-reportable segments. We re-characterized the results of our Polaris distribution operations, which include shipping and terminal operations, to the aggregate products segment from other non-reportable segments. This change was made to better reflect how the Polaris business is viewed and operated by management and more closely aligns our reporting with how we manage and report our other aggregate products operations. Other Intangible Assets Our purchased intangible assets were as follows (in thousands): As of September 30, 2018 Gross Accumulated Amortization Net Weighted Average Remaining Life (In Years) Definite-lived intangible assets Customer relationships $ 109,343 $ (39,215 ) $ 70,128 5.2 Trade names 44,456 (10,422 ) 34,034 19.7 Non-competes 18,387 (11,159 ) 7,228 2.8 Leasehold interests 12,480 (4,642 ) 7,838 6.1 Favorable contracts 4,034 (3,807 ) 227 2.2 Environmental credits 2,836 — 2,836 17.3 Total definite-lived intangible assets 191,536 (69,245 ) 122,291 9.4 Indefinite-lived intangible assets Land rights (1) 1,478 — 1,478 Total purchased intangible assets $ 193,014 $ (69,245 ) $ 123,769 (1) Land rights acquired in a prior year acquisition will be reclassified to property, plant, and equipment upon the division of certain shared properties and settlement of the associated deferred payment. As of December 31, 2017 Gross Accumulated Amortization Net Weighted Average Remaining Life (In Years) Definite-lived intangible assets Customer relationships $ 89,933 $ (28,092 ) $ 61,841 5.5 Trade names 44,456 (8,120 ) 36,336 19.9 Non-competes 16,875 (8,510 ) 8,365 2.9 Leasehold interests 12,480 (3,378 ) 9,102 6.7 Favorable contracts 4,034 (3,033 ) 1,001 1.3 Total definite-lived intangible assets 167,778 (51,133 ) 116,645 9.8 Indefinite-lived intangible assets Land rights (1) 1,478 — 1,478 Total purchased intangible assets $ 169,256 $ (51,133 ) $ 118,123 (1) Land rights acquired in a prior year acquisition will be reclassified to property, plant, and equipment upon the division of certain shared properties and settlement of the associated deferred payment. As of September 30, 2018 , the estimated remaining amortization of our definite-lived intangible assets was as follows (in thousands): 2018 (remainder of the year) $ 6,088 2019 23,457 2020 21,248 2021 18,890 2022 12,990 Thereafter 39,618 Total $ 122,291 Also included in other non-current liabilities in the accompanying condensed consolidated balance sheets are unfavorable lease intangibles with a gross carrying amount of $1.5 million as of both September 30, 2018 and December 31, 2017 , and a net carrying amount of $0.8 million and $1.0 million as of September 30, 2018 and December 31, 2017 , respectively. These unfavorable lease intangibles had a weighted average remaining life of 4.4 years as of September 30, 2018 . We recorded $6.4 million and $5.1 million of amortization expense on our definite-lived intangible assets and unfavorable lease intangibles for the three months ended September 30, 2018 and 2017 , respectively. We recorded $17.9 million and $15.4 million of amortization expense on our definite-lived intangible assets and unfavorable lease intangibles for the nine months ended September 30, 2018 and 2017 , respectively. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Our debt and capital leases were as follows (in thousands): September 30, 2018 December 31, 2017 6.375% senior unsecured notes due 2024 and unamortized premium (1) $ 608,786 $ 609,949 Senior secured credit facility 36,500 9,000 Capital leases 63,789 53,324 Other financing 30,906 31,886 Debt issuance costs (9,468 ) (10,823 ) Total debt 730,513 693,336 Less: current maturities (29,795 ) (25,951 ) Long-term debt, net of current maturities $ 700,718 $ 667,385 (1) The effective interest rate for these notes was 6.56% as of both September 30, 2018 and December 31, 2017 . Senior Secured Credit Facility As of September 30, 2018 , we had $17.5 million of undrawn standby letters of credit under our senior secured credit facility ("Revolving Facility"). The weighted average interest rate for the facility was 3.62% as of September 30, 2018 . Our actual maximum credit availability under the Revolving Facility varies from time to time and is determined by calculating the value of our eligible accounts receivable, inventory, mixer trucks and machinery, minus reserves imposed by the lenders and certain other adjustments. Our availability under the Revolving Facility at September 30, 2018 was $226.2 million . We are required, upon the occurrence of certain events, to maintain a fixed charge coverage ratio of at least 1.0 to 1.0 for each period of 12 calendar months. As of September 30, 2018 , we were in compliance with all covenants under the loan agreement that governs the Revolving Facility. |
FAIR VALUE DISCLOSURES
FAIR VALUE DISCLOSURES | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE DISCLOSURES | FAIR VALUE DISCLOSURES Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. Accounting guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from independent sources. Unobservable inputs are inputs that reflect our assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. We review the fair value hierarchy classification on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification of levels for certain assets and liabilities within the fair value hierarchy. The following tables present our fair value hierarchy for liabilities measured at fair value on a recurring basis as of September 30, 2018 and December 31, 2017 (in thousands): September 30, 2018 Total Level 1 Level 2 Level 3 Contingent consideration, including current portion (1) $ 59,869 $ — $ — $ 59,869 $ 59,869 $ — $ — $ 59,869 December 31, 2017 Total Level 1 Level 2 Level 3 Contingent consideration, including current portion (1) $ 61,817 $ — $ — $ 61,817 $ 61,817 $ — $ — $ 61,817 (1) The current portion of contingent consideration is included in accrued liabilities in our condensed consolidated balance sheets. The long-term portion of contingent consideration is included in other long-term obligations and deferred credits in our condensed consolidated balance sheets. The following tables present the valuation inputs for the fair value estimates for our three model types of acquisition-related contingent consideration arrangements. We estimate the fair value of acquisition-related contingent consideration arrangements using a Monte Carlo simulation model, an income approach or a discounted cash flow technique, as appropriate. These fair value measurements are based on significant inputs not observable in the market, and thus represent Level 3 inputs. The fair value of the contingent consideration arrangements is sensitive to changes in the forecasts of earnings and/or the relevant operating metrics and changes in discount rates. The fair value of the contingent consideration is reassessed quarterly based on assumptions used in our latest projections and input provided by practice leaders and management. Any change in the fair value estimate is recorded in our consolidated statement of operations for that period. The use of different estimates and assumptions could increase or decrease the estimated fair value of our contingent consideration liability, which would result in different impacts to our consolidated balance sheets and consolidated statements of operations. As of September 30, 2018 Valuation Inputs Monte Carlo Simulation Income Approach Discounted Cash Flow Technique Fair value (in millions) $ 33.7 $ 25.1 $ 1.1 Discount rate 10.50% - 11.50% 3.70% - 5.00% 6.03% - 15.75% Payment cap (in millions) $ 37.3 $ 27.3 $ 1.3 Expected payment period remaining (in years) 1-3 1-5 1-4 Management projections of the payout criteria EBITDA/Volumes Permitted reserves/Volumes Volumes As of December 31, 2017 Valuation Inputs Monte Carlo Simulation Income Approach Discounted Cash Flow Technique Fair value (in millions) $ 37.1 $ 23.6 $ 1.1 Discount rate 9.75% - 11.75% 3.70% - 5.00% 6.03% - 15.75% Payment cap (in millions) $ 39.3 $ 26.0 $ 1.4 Expected payment period remaining (in years) 2-4 1-5 1-5 Management projections of the payout criteria EBITDA/Volumes Permitted reserves/Volumes Volumes The following table provides a reconciliation of the changes in Level 3 fair value measurements from December 31, 2017 to September 30, 2018 (in thousands): Contingent Consideration Balance at December 31, 2017 $ 61,817 Acquisitions (1) 1,143 Change in contingent consideration valuation (863 ) Payments of contingent consideration (2,228 ) Balance at September 30, 2018 $ 59,869 (1) Represents the fair value of the contingent consideration associated with two of the 2018 acquisitions as of the acquisition date. Our other financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, and long-term debt. We consider the carrying values of cash and cash equivalents, accounts receivable, and accounts payable to be representative of their respective fair values because of their short-term maturities or expected settlement dates. The fair value of our 6.375% senior unsecured notes due 2024 ("2024 Notes"), which was estimated based on quoted market prices (i.e., Level 2 inputs), was $607.4 million as of September 30, 2018 . The carrying value of the outstanding amounts under our Revolving Facility approximates fair value due to the floating interest rate. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES We recorded income tax expense of $8.6 million and $14.5 million for the three and nine months ended September 30, 2018 , respectively. We recorded income tax expense allocated to continuing operations of $7.2 million and $20.9 million for the three and nine months ended September 30, 2017 , respectively. For the nine months ended September 30, 2018 , our effective tax rate of 34.0% exceeded the federal statutory rate primarily due to (i) certain subsidiaries having no income tax benefit on their operating losses due to full valuation allowances recorded, (ii) adjustments related to the tax rate change enacted as part of the Tax Cuts and Jobs Act (the "Tax Act"), and (iii) state taxes. For the nine months ended September 30, 2017 , our effective tax rate of 41.7% differed from the federal statutory rate primarily due to state taxes and the impact of a $0.8 million non-cash loss on our now expired warrants, which was recorded with no associated tax benefit. We record changes in our unrecognized tax benefits based on anticipated federal and state tax filing positions on a quarterly basis. For the nine months ended September 30, 2018 and 2017 , we recorded unrecognized tax benefits of $0.3 million and $0.1 million , respectively. The $29.2 million increase in deferred income tax liability as of September 30, 2018 compared to December 31, 2017 was primarily related to fair value adjustments on fixed assets that were made as part of the purchase accounting for Polaris, offset by the release of valuation allowances on certain of Polaris's subsidiaries' carryforward net operating losses that are more likely than not expected to be utilized, in whole or in part. On December 22, 2017, the President signed the Tax Act into law. Shortly after the Tax Act was enacted, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on accounting for the Tax Act’s impact. This guidance provides a measurement period, which in no case should extend beyond one year from the Tax Act enactment date. As of September 30, 2018, we recorded provisional amounts for the effects of the Tax Act for the Base Erosion Anti-abuse Tax, which is a new minimum tax, and a mechanism to tax global intangible low taxed income. These provisional amounts were immaterial to our consolidated financial statements. We will monitor future guidance set forth by the U.S. Department of Treasury with regard to the new provisions under the Tax Act, and true up provisional amounts as appropriate within the one-year measurement period allowed under SAB 118. |
NET EARNINGS (LOSS) PER SHARE
NET EARNINGS (LOSS) PER SHARE | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
NET EARNINGS (LOSS) PER SHARE | NET EARNINGS (LOSS) PER SHARE Basic earnings (loss) per share is computed by dividing net earnings (loss) attributable to U.S. Concrete by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing net earnings (loss) attributable to U.S. Concrete by the weighted average number of common shares outstanding during the period after giving effect to all potentially dilutive securities outstanding during the period. The following is a reconciliation of the components of the basic and diluted earnings (loss) per share calculations for the three and nine months ended September 30, 2018 and 2017 (in thousands): Three Months Ended Nine Months Ended 2018 2017 2018 2017 Numerator for basic and diluted earnings per share: Income from continuing operations attributable to U.S. Concrete $ 15,602 $ 24,276 $ 28,009 $ 29,109 Loss from discontinued operations, net of taxes — (222 ) — (524 ) Net income attributable to U.S. Concrete $ 15,602 $ 24,054 $ 28,009 $ 28,585 Denominator for diluted earnings per share: Basic weighted average common shares outstanding 16,482 16,028 16,461 15,745 Restricted stock and restricted stock units 33 84 50 112 Warrants — 524 — 760 Stock options 9 15 11 16 Diluted weighted average common shares outstanding 16,524 16,651 16,522 16,633 The following table shows the type and number (in thousands) of potentially dilutive shares excluded from the diluted earnings (loss) per share calculations for the periods presented as their effect would have been anti-dilutive or they had not met their performance target: Three Months Ended Nine Months Ended 2018 2017 2018 2017 Potentially dilutive shares: Unvested restricted stock awards and restricted stock units 169 60 171 62 Total potentially dilutive shares 169 60 171 62 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Proceedings From time to time, and currently, we are subject to various claims and litigation brought by employees, customers and other third-parties for, among other matters, personal injuries, property damages, product defects and delay damages that have, or allegedly have, resulted from the conduct of our operations. As a result of these types of claims and litigation, we must periodically evaluate the probability of damages being assessed against us and the range of possible outcomes. In each reporting period, if we determine that the likelihood of damages being assessed against us is probable, and if we believe we can estimate a range of possible outcomes, then we will record a liability. The amount of the liability will be based upon a specific estimate, if we believe a specific estimate to be likely, or it will reflect the low end of our range. Currently, there are no material legal proceedings pending against us. In the future, we may receive funding deficiency demands related to multi-employer pension plans to which we contribute. We are unable to estimate the amount of any potential future funding deficiency demands because the actions of each of the contributing employers in the plans has an effect on each of the contributing employers and the development of a rehabilitation plan by the trustees and subsequent submittal to and approval by the Internal Revenue Service is not predictable. Further, the allocation of fund assets and return assumptions by trustees are variable, as are actual investment returns relative to the plan assumptions. As of September 30, 2018 , there are no material product defect claims pending against us. Accordingly, our existing accruals for claims against us do not reflect any material amounts relating to product defect claims. While our management is not aware of any facts that would reasonably be expected to lead to material product defect claims against us that would have a material adverse effect on our business, financial condition or results of operations, it is possible that claims could be asserted against us in the future. We do not maintain insurance that would cover all damages resulting from product defect claims. In particular, we generally do not maintain insurance coverage for the cost of removing and rebuilding structures. In addition, our indemnification arrangements with contractors or others, when obtained, generally provide only limited protection against product defect claims. Due to inherent uncertainties associated with estimating unasserted claims in our business, we cannot estimate the amount of any future loss that may be attributable to product defect claims related to ready-mixed concrete we have delivered prior to September 30, 2018 . We believe that the resolution of all litigation currently pending or threatened against us or any of our subsidiaries will not materially exceed our existing accruals for those matters. However, because of the inherent uncertainty of litigation, there is a risk that we may have to increase our accruals for one or more claims or proceedings to which we or any of our subsidiaries is a party as more information becomes available or proceedings progress, and any such increase in accruals could have a material adverse effect on our consolidated financial condition or results of operations. We expect in the future that we and our operating subsidiaries will, from time to time, be a party to litigation or administrative proceedings that arise in the normal course of our business. We are subject to federal, state and local environmental laws and regulations concerning, among other matters, air emissions and wastewater discharge. Our management believes we are in substantial compliance with applicable environmental laws and regulations. From time to time, we receive claims from federal and state environmental regulatory agencies and entities asserting that we may be in violation of environmental laws and regulations. Based on experience and the information currently available, our management believes we have adequately accrued for these claims. Despite compliance and experience, it is possible that we could be held liable for future charges, which might be material, but are not currently known to us or cannot be estimated by us. In addition, changes in federal or state laws, regulations or requirements, or discovery of currently unknown conditions, could require additional expenditures. As permitted under Delaware law, we have agreements that provide indemnification of officers and directors for certain events or occurrences while the officer or director is or was serving at our request in such capacity. The maximum potential amount of future payments that we could be required to make under these indemnification agreements is not limited; however, we have a director and officer insurance policy that potentially limits our exposure and enables us to recover a portion of future amounts that may be paid. As a result of the insurance policy coverage, we believe the estimated fair value of these indemnification agreements is minimal. Accordingly, we have not recorded any liabilities for these agreements as of September 30, 2018 . We and our subsidiaries are parties to agreements that require us to provide indemnification in certain instances when we acquire businesses and real estate and in the ordinary course of business with our customers, suppliers, lessors and service providers. San Francisco County Matter On April 5, 2018, the State of California filed a lawsuit against the Company in San Francisco County Superior Court alleging violations of California environmental statutes, unfair business practices, and false advertising arising out of alleged incidents of employees spraying down mixer trucks on public streets allegedly resulting in concrete residue and waste water entering sewer and storm drain systems. The State of California sought injunctive relief, civil penalties, restitution, and costs of investigation and litigation, including damages of between $2,500 and $25,000 per alleged violation. In September 2018, the Company settled this matter for $0.2 million , and the lawsuit was dismissed. Royalty Assessment In 2014, Eagle Rock Materials Ltd. (“ERM”), a Polaris subsidiary, was notified by the British Columbia Ministry of Forests, Lands and Natural Resource Operations that royalties were due for 2012 and 2013, based on the tenure date, in respect of Polaris’s quarrying lease for the Eagle Rock Quarry project. In 2016, ERM was notified that further royalties were due for 2014, 2015 and 2016 (up to October) based on the tenure date, and in 2017, ERM was notified of interest charges. The total royalties and interest claimed to date are approximately CAD $3.8 million ( $2.9 million ). Although the Company has recorded a provision for a portion of the assessment, it continues to dispute and negotiate certain aspects of the claim, including interest charges and the timing of payment. Eminent Domain Matter In the third quarter of 2018, we incurred $0.6 million of expenses to dismantle and move a ready-mixed concrete plant and office to another location, because the District of Columbia exercised its power of eminent domain over the former site. The Company incurred certain additional expenditures that were capitalized for the new facilities. We have filed reimbursement claims for all of our costs, but have not recognized a receivable for such reimbursement pending approval by a third party right-of-way agent and the District of Columbia Department of Transportation. Insurance Programs We maintain third-party insurance coverage against certain workers' compensation, automobile and general liability risks in amounts we believe are reasonable. Under certain components of our insurance program, we share the risk of loss with our insurance underwriters by maintaining high deductibles. We fund these deductibles and record an expense for expected losses under the programs. We determine the expected losses using a combination of our historical loss experience and subjective assessments of our future loss exposure. The estimated losses are subject to uncertainty, including changes in claims reporting patterns, claims settlement patterns, judicial decisions, legislation and economic conditions. Although we believe the estimated losses we have recorded are reasonable, significant differences related to the items we have noted above could materially affect our insurance obligations and future expense. The amount recorded in accrued liabilities and other long-term obligations in our condensed consolidated balance sheets for estimated losses was $21.9 million as of September 30, 2018 and $19.2 million as of December 31, 2017 . Performance Bonds In the normal course of business, we are contingently liable for performance under $38.5 million in performance bonds that various contractors, states and municipalities have required as of September 30, 2018 . The bonds principally relate to construction contracts, reclamation obligations, licensing and permitting. We and our subsidiaries have indemnified the underwriting insurance company against any exposure under the performance bonds. No material claims have been made against these bonds as of September 30, 2018 . Employment Agreements We have employment agreements with executive officers and certain key members of management under which severance payments would become payable in the event of specified terminations without cause or after a change of control. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION Our two reportable segments consist of ready-mixed concrete and aggregate products as described below. Our ready-mixed concrete segment produces and sells ready-mixed concrete. This segment serves the following markets: Texas, Northern California, New York, New Jersey, Pennsylvania, Washington, D.C., Oklahoma and the U.S. Virgin Islands. Our aggregate products segment includes crushed stone, sand and gravel products and serves the markets in which our ready-mixed concrete segment operates as well as the West Coast and Hawaii. Other products not associated with a reportable segment include our aggregates distribution operations, building materials stores, hauling operations, lime slurry (until we divested it on September 5, 2018), ARIDUS ® Rapid Drying Concrete technology, brokered product sales and a recycled aggregates operation. The financial results of our acquisitions have been included in their respective reportable segment or in other products, as applicable, as of their respective acquisition dates. Our customers are generally involved in the construction industry, which is a cyclical business and is subject to general and more localized economic conditions. In addition, our business is impacted by seasonal variations in weather conditions, which vary by regional market. Accordingly, demand for our products and services during the winter months is typically lower than in other months of the year because of inclement weather. Also, sustained periods of inclement weather and other adverse weather conditions could cause the delay of construction projects during other times of the year. Our chief operating decision maker evaluates segment performance and allocates resources based on Adjusted EBITDA. We define Adjusted EBITDA as our income from continuing operations, excluding the impact of income tax expense (benefit), depreciation, depletion and amortization, net interest expense and certain other non-cash, non-recurring and/or unusual, non-operating items including, but not limited to: non-cash stock compensation expense, non-cash change in value of contingent consideration, impairment of assets, acquisition-related costs, officer transition expenses, quarry dredge costs for specific event, hurricane-related losses, net of recoveries and derivative loss (income). Acquisition-related costs consist of fees and expenses for accountants, lawyers and other professionals incurred during the negotiation and closing of strategic acquisitions and certain acquired entities' management severance costs. Acquisition-related costs do not include fees or expenses associated with post-closing integration of strategic acquisitions. Many of the impacts excluded to derive Adjusted EBITDA are similar to those excluded in calculating our compliance with our debt covenants. We consider Adjusted EBITDA to be an indicator of the operational strength and performance of our business. We have included Adjusted EBITDA because it is a key financial measure used by our management to (1) internally measure our operating performance and (2) assess our ability to service our debt, incur additional debt, and meet our capital expenditure requirements. Adjusted EBITDA should not be construed as an alternative to, or a better indicator of, operating income or loss, is not based on U.S. GAAP, and is not a measure of our cash flows or ability to fund our cash needs. Our measurements of Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies, and may not be comparable to similarly titled measures used in the agreements governing our debt. We generally account for inter-segment sales at market prices. Corporate includes executive, administrative, financial, legal, human resources, business development and risk management activities that are not allocated to reportable segments and are excluded from segment Adjusted EBITDA. Eliminations include transactions to account for intercompany activity. During the quarter ended June 30, 2018, we re-characterized the results of our Polaris distribution operations, which include shipping and terminal operations, to the aggregate products segment from other products and eliminations. This change was made to better reflect how the Polaris business is viewed and operated by management and more closely aligns our reporting with how we manage and report our other aggregate products operations. As a result of this change, certain first quarter 2018 amounts have been reclassified from those previously reported. The following tables set forth certain financial information relating to our continuing operations by reportable segment (in thousands): Three Months Ended Nine Months Ended 2018 2017 2018 2017 Revenue: Ready-mixed concrete Sales to external customers $ 346,242 $ 323,567 $ 985,509 $ 909,145 Aggregate products Sales to external customers 41,146 10,972 100,937 32,305 Intersegment sales 12,383 9,987 35,267 29,244 Total aggregate products 53,529 20,959 136,204 61,549 Total reportable segment revenue 399,771 344,526 1,121,713 970,694 Other products and eliminations 4,496 10,102 14,541 23,993 Total revenue $ 404,267 $ 354,628 $ 1,136,254 $ 994,687 Reportable Segment Adjusted EBITDA: Ready-mixed concrete $ 47,545 $ 53,627 $ 140,307 $ 144,777 Aggregate products 12,138 6,218 29,051 18,889 Total reportable segment Adjusted EBITDA $ 59,683 $ 59,845 $ 169,358 $ 163,666 Reconciliation of Total Reportable Segment Adjusted EBITDA to Income From Continuing Operations: Total reportable segment Adjusted EBITDA $ 59,683 $ 59,845 $ 169,358 $ 163,666 Other products and eliminations from operations 16,549 3,315 21,027 9,338 Corporate overhead (15,701 ) (14,051 ) (45,793 ) (39,757 ) Depreciation, depletion and amortization for reportable segments (23,700 ) (15,441 ) (63,736 ) (45,586 ) Acquisition-related costs — — (1,017 ) — Impairment of assets — (648 ) (1,299 ) (648 ) Hurricane-related losses for reportable segments — (1,206 ) 185 (1,206 ) Quarry dredge costs for specific event for reportable segment (162 ) (2,175 ) (718 ) (2,175 ) Purchase accounting adjustments for inventory — — (706 ) — Eminent domain costs (570 ) — (570 ) — Interest expense, net (11,741 ) (10,552 ) (34,564 ) (31,062 ) Corporate loss on early extinguishment of debt — (60 ) — (60 ) Corporate derivative income (loss) — 13,119 — (791 ) Change in value of contingent consideration for reportable segments (395 ) (719 ) 863 (2,047 ) Corporate, other products and eliminations other income, net 391 90 (270 ) 291 Income from continuing operations before income taxes 24,354 31,517 42,760 49,963 Income tax expense (8,575 ) (7,241 ) (14,519 ) (20,854 ) Income from continuing operations $ 15,779 $ 24,276 $ 28,241 $ 29,109 Three Months Ended Nine Months Ended 2018 2017 2018 2017 Capital Expenditures: Ready-mixed concrete $ 4,266 $ 5,006 $ 17,732 $ 17,329 Aggregate products 6,869 10,092 12,955 15,769 Other products and corporate 234 194 1,519 886 Total capital expenditures $ 11,369 $ 15,292 $ 32,206 $ 33,984 Three Months Ended Nine Months Ended 2018 2017 2018 2017 Revenue by Product: Ready-mixed concrete $ 346,242 $ 323,567 $ 985,509 $ 909,145 Aggregate products 41,146 10,972 100,937 32,305 Aggregates distribution 6,100 8,423 16,470 21,376 Building materials 7,032 7,263 20,162 18,007 Lime 1,873 2,240 7,384 7,380 Hauling 1,170 1,465 3,875 4,066 Other 704 698 1,917 2,408 Total revenue $ 404,267 $ 354,628 $ 1,136,254 $ 994,687 As of September 30, 2018 As of December 31, 2017 Identifiable Property, Plant and Equipment Assets: Ready-mixed concrete $ 297,655 $ 266,584 Aggregate products 354,759 342,090 (1) Other products and corporate 28,647 27,594 (1) Total identifiable assets $ 681,061 $ 636,268 (1) $27.5 million was reclassified to aggregate products from other products and corporate due to the segment reporting change made during the three months ended June 30, 2018. |
SUPPLEMENTAL CONDENSED CONSOLID
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION | 9 Months Ended |
Sep. 30, 2018 | |
Condensed Financial Information Disclosure [Abstract] | |
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION | SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION Our 2024 Notes are fully and unconditionally and jointly and severally guaranteed on a senior unsecured basis by each direct and indirect domestic subsidiary of the Company, each a guarantor subsidiary. Each guarantor subsidiary is directly or indirectly 100% owned by the Company. Neither the net book value nor the purchase price of any of our recently acquired guarantor subsidiaries were 20% or more of the aggregate principal amount of our 2024 Notes. The 2024 Notes are not guaranteed by any direct or indirect foreign subsidiaries of the Company, each a non-guarantor subsidiary. Consequently, we are required to provide condensed consolidating financial information in accordance with Rule 3-10 of Regulation S-X. The following condensed consolidating financial statements present, in separate columns, financial information for (1) the Parent on a parent only basis, (2) the guarantor subsidiaries on a combined basis, (3) the non-guarantor subsidiaries on a combined basis, (4) the eliminations and reclassifications necessary to arrive at the information for the Company on a consolidated basis, and (5) the Company on a consolidated basis. The following condensed consolidating financial statements of U.S. Concrete, Inc. and its subsidiaries present investments in consolidated subsidiaries using the equity method of accounting. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions. CONDENSED CONSOLIDATING BALANCE SHEET SEPTEMBER 30, 2018 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 14,634 $ 10,548 $ — $ 25,182 Trade accounts receivable, net — 240,970 14,131 — 255,101 Inventories — 44,409 5,188 — 49,597 Prepaid expenses — 8,587 934 — 9,521 Other receivables 8,877 8,634 197 — 17,708 Other current assets — 3,353 9 — 3,362 Intercompany receivables 16,124 — — (16,124 ) — Total current assets 25,001 320,587 31,007 (16,124 ) 360,471 Property, plant and equipment, net — 466,641 214,420 — 681,061 Goodwill — 154,661 83,738 — 238,399 Intangible assets, net — 118,846 4,923 — 123,769 Deferred income taxes — — — — — Investment in subsidiaries 593,753 — — (593,753 ) — Long-term intercompany receivables 347,791 — — (347,791 ) — Other assets — 6,331 991 — 7,322 Total assets $ 966,545 $ 1,067,066 $ 335,079 $ (957,668 ) $ 1,411,022 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ — $ 134,331 $ 2,982 $ — $ 137,313 Accrued liabilities 14,283 91,179 8,932 — 114,394 Current maturities of long-term debt 143 29,294 358 — 29,795 Intercompany payables — — 16,124 (16,124 ) — Total current liabilities 14,426 254,804 28,396 (16,124 ) 281,502 Long-term debt, net of current maturities 636,445 63,811 462 — 700,718 Other long-term obligations and deferred credits 906 54,502 2,876 — 58,284 Deferred income taxes — 14,397 19,593 — 33,990 Long-term intercompany payables — 225,728 122,063 (347,791 ) — Total liabilities 651,777 613,242 173,390 (363,915 ) 1,074,494 Total shareholders' equity 314,768 453,824 139,931 (593,753 ) 314,770 Non-controlling interest — — 21,758 — 21,758 Total equity 314,768 453,824 161,689 (593,753 ) 336,528 Total liabilities and equity $ 966,545 $ 1,067,066 $ 335,079 $ (957,668 ) $ 1,411,022 CONDENSED CONSOLIDATING BALANCE SHEET DECEMBER 31, 2017 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 6,970 $ 15,611 $ — $ 22,581 Trade accounts receivable, net — 208,669 5,552 — 214,221 Inventories — 41,006 7,079 — 48,085 Prepaid expenses — 4,723 574 — 5,297 Other receivables 16,256 2,644 291 — 19,191 Other current assets — 2,307 3 — 2,310 Intercompany receivables 14,628 — — (14,628 ) — Total current assets 30,884 266,319 29,110 (14,628 ) 311,685 Property, plant and equipment, net — 416,888 219,380 — 636,268 Goodwill — 142,221 62,510 — 204,731 Intangible assets, net — 115,570 2,553 — 118,123 Deferred income taxes — — 674 (674 ) — Investment in subsidiaries 544,256 — — (544,256 ) — Long-term intercompany receivables 322,193 — — (322,193 ) — Other assets — 4,384 943 — 5,327 Total assets $ 897,333 $ 945,382 $ 315,170 $ (881,751 ) $ 1,276,134 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 17 $ 115,465 $ 1,588 $ — $ 117,070 Accrued liabilities 6,703 53,097 5,620 — 65,420 Current maturities of long-term debt — 25,284 667 — 25,951 Intercompany payables — — 14,628 (14,628 ) — Total current liabilities 6,720 193,846 22,503 (14,628 ) 208,441 Long-term debt, net of current maturities 608,127 58,545 713 — 667,385 Other long-term obligations and deferred credits 2,035 88,743 2,563 — 93,341 Deferred income taxes — 5,499 — (674 ) 4,825 Long-term intercompany payables — 195,282 126,911 (322,193 ) — Total liabilities 616,882 541,915 152,690 (337,495 ) 973,992 Total shareholders' equity 280,451 403,467 140,789 (544,256 ) 280,451 Non-controlling interest — — 21,691 — 21,691 Total equity 280,451 403,467 162,480 (544,256 ) 302,142 Total liabilities and equity $ 897,333 $ 945,382 $ 315,170 $ (881,751 ) $ 1,276,134 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS THREE MONTHS ENDED SEPTEMBER 30, 2018 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated Revenue $ — $ 370,151 $ 34,116 $ — $ 404,267 Cost of goods sold before depreciation, depletion and amortization — 299,976 25,292 — 325,268 Selling, general and administrative expenses — 30,535 1,685 — 32,220 Depreciation, depletion and amortization — 21,253 4,220 — 25,473 Change in value of contingent consideration 31 364 — — 395 Gain on sale of assets, net — (14,081 ) — — (14,081 ) Operating income (loss) (31 ) 32,104 2,919 — 34,992 Interest expense, net 9,687 955 1,099 — 11,741 Other expense (income), net (81 ) (1,272 ) 250 — (1,103 ) Income (loss) before income taxes, equity in earnings of subsidiaries and non-controlling interest (9,637 ) 32,421 1,570 — 24,354 Income tax expense (benefit) (3,101 ) 10,713 963 — 8,575 Net income (loss) before equity in earnings of subsidiaries and non-controlling interest (6,536 ) 21,708 607 — 15,779 Equity in earnings of subsidiaries 22,138 — — (22,138 ) — Net income (loss) 15,602 21,708 607 (22,138 ) 15,779 Less: Net income attributable to non-controlling interest — — (177 ) — (177 ) Net income (loss) attributable to U.S. Concrete $ 15,602 $ 21,708 $ 430 $ (22,138 ) $ 15,602 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS THREE MONTHS ENDED SEPTEMBER 30, 2017 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated Revenue $ — $ 351,005 $ 3,623 $ — $ 354,628 Cost of goods sold before depreciation, depletion and amortization — 275,581 3,414 — 278,995 Selling, general and administrative expenses — 28,630 1,426 — 30,056 Depreciation, depletion and amortization — 16,028 565 — 16,593 Change in value of contingent consideration 389 330 — — 719 Impairment of assets — — 648 — 648 Gain on sale of assets, net — (106 ) — — (106 ) Operating income (loss) (389 ) 30,542 (2,430 ) — 27,723 Interest expense, net 9,977 574 1 — 10,552 Derivative loss (13,119 ) — — — (13,119 ) Loss on extinguishment of debt 60 — — — 60 Other expense (income), net — (654 ) (633 ) — (1,287 ) Income (loss) from continuing operations, before income taxes and equity in earnings of subsidiaries 2,693 30,622 (1,798 ) — 31,517 Income tax expense (benefit) (3,930 ) 11,240 (69 ) — 7,241 Net income (loss) from continuing operations before equity in earnings of subsidiaries 6,623 19,382 (1,729 ) — 24,276 Loss from discontinued operations, net of taxes and before equity in earnings of subsidiaries — (222 ) — — (222 ) Net income (loss) before equity in earnings of subsidiaries 6,623 19,160 (1,729 ) — 24,054 Equity in earnings of subsidiaries 17,431 — — (17,431 ) — Net income (loss) $ 24,054 $ 19,160 $ (1,729 ) $ (17,431 ) $ 24,054 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS NINE MONTHS ENDED SEPTEMBER 30, 2018 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated Revenue $ — $ 1,054,296 $ 81,958 $ — $ 1,136,254 Cost of goods sold before depreciation, depletion and amortization — 849,259 63,479 — 912,738 Selling, general and administrative expenses — 90,631 5,740 — 96,371 Depreciation, depletion and amortization — 57,029 11,161 — 68,190 Change in value of contingent consideration 120 (983 ) — — (863 ) Impairment of assets — 1,299 — — 1,299 Loss (gain) on sale of assets, net — (14,656 ) 14 — (14,642 ) Operating income (loss) (120 ) 71,717 1,564 — 73,161 Interest expense, net 29,514 2,756 2,294 — 34,564 Other expense (income), net 730 (3,807 ) (1,086 ) — (4,163 ) Income (loss) before income taxes, equity in earnings of subsidiaries and non-controlling interest (30,364 ) 72,768 356 — 42,760 Income tax expense (benefit) (8,877 ) 22,412 984 — 14,519 Net income (loss) before equity in earnings of subsidiaries and non-controlling interest (21,487 ) 50,356 (628 ) — 28,241 Equity in earnings of subsidiaries 49,496 — — (49,496 ) — Net income (loss) 28,009 50,356 (628 ) (49,496 ) 28,241 Less: Net income attributable to non-controlling interest — — (232 ) — (232 ) Net income (loss) attributable to U.S. Concrete $ 28,009 $ 50,356 $ (860 ) $ (49,496 ) $ 28,009 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS NINE MONTHS ENDED SEPTEMBER 30, 2017 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated Revenue $ — $ 980,496 $ 14,191 $ — $ 994,687 Cost of goods sold before depreciation, depletion and amortization — 766,605 11,723 — 778,328 Selling, general and administrative expenses — 83,285 2,788 — 86,073 Depreciation, depletion and amortization — 46,957 1,845 — 48,802 Change in value of contingent consideration 669 1,378 — — 2,047 Impairment of assets — — 648 — 648 Loss (gain) on sale of assets, net — (498 ) 2 — (496 ) Operating income (loss) (669 ) 82,769 (2,815 ) — 79,285 Interest expense, net 29,665 1,396 1 — 31,062 Derivative loss 791 — — — 791 Loss on extinguishment of debt 60 — — — 60 Other expense (income), net — (2,027 ) (564 ) — (2,591 ) Income (loss) from continuing operations, before income taxes and equity in earnings of subsidiaries (31,185 ) 83,400 (2,252 ) — 49,963 Income tax expense (benefit) (11,397 ) 32,337 (86 ) — 20,854 Net income (loss) from continuing operations before equity in earnings of subsidiaries (19,788 ) 51,063 (2,166 ) — 29,109 Loss from discontinued operations, net of taxes and before equity in earnings of subsidiaries — (524 ) — — (524 ) Net income (loss) before equity in earnings of subsidiaries (19,788 ) 50,539 (2,166 ) — 28,585 Equity in earnings of subsidiaries 48,373 — — (48,373 ) — Net income (loss) $ 28,585 $ 50,539 $ (2,166 ) $ (48,373 ) $ 28,585 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS NINE MONTHS ENDED SEPTEMBER 30, 2018 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations U.S. Concrete Consolidated Net cash provided by (used in) operating activities $ (20,843 ) $ 108,514 $ 2,876 $ (331 ) $ 90,216 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment — (29,328 ) (2,878 ) — (32,206 ) Payments for acquisitions, net of cash acquired — (72,326 ) — — (72,326 ) Proceeds from disposals of businesses and property, plant and equipment — 18,564 39 — 18,603 Purchases of environmental credits — — (2,836 ) — (2,836 ) Insurance proceeds from property loss claims — 1,654 500 — 2,154 Net cash used in investing activities — (81,436 ) (5,175 ) — (86,611 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from revolver borrowings 338,213 — — — 338,213 Repayments of revolver borrowings (310,713 ) — — — (310,713 ) Proceeds from exercise of stock options 78 — — — 78 Payments of other long-term obligations (2,215 ) (3,433 ) — — (5,648 ) Payments for other financing (12 ) (20,632 ) (568 ) — (21,212 ) Other treasury share purchases (1,876 ) — — — (1,876 ) Cash paid to non-controlling interest — — (249 ) — (249 ) Other proceeds — 464 — — 464 Intercompany funding (2,632 ) 4,187 (1,886 ) 331 — Net cash provided by (used in) financing activities 20,843 (19,414 ) (2,703 ) 331 (943 ) EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS — — (61 ) — (61 ) NET INCREASE IN CASH AND CASH EQUIVALENTS — 7,664 (5,063 ) — 2,601 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD — 6,970 15,611 — 22,581 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ — $ 14,634 $ 10,548 $ — $ 25,182 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS NINE MONTHS ENDED SEPTEMBER 30, 2017 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations U.S. Concrete Consolidated Net cash provided by (used in) operating activities $ (905 ) $ 95,217 $ 363 $ (10,429 ) $ 84,246 CASH FLOWS FROM INVESTING ACTIVITIES: — Purchases of property, plant and equipment — (31,416 ) (2,568 ) — (33,984 ) Payments for acquisitions, net of cash acquired 469 (57,265 ) — — (56,796 ) Proceeds from disposals of businesses and property, plant and equipment — 2,306 2 — 2,308 Investment in subsidiaries (646 ) — — 646 — Advance for note receivable (8,063 ) — — — (8,063 ) Net cash provided by (used in) investing activities (8,240 ) (86,375 ) (2,566 ) 646 (96,535 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of debt 211,500 — — — 211,500 Proceeds from exercise of stock options and warrants 2,695 — — — 2,695 Payments of other long-term obligations (2,925 ) (4,789 ) (8 ) — (7,722 ) Payments for other financing — (14,317 ) — — (14,317 ) Debt issuance costs (4,332 ) — — — (4,332 ) Other treasury share purchases (3,046 ) — — — (3,046 ) Intercompany funding (194,747 ) 182,561 2,403 9,783 — Net cash provided by (used in) financing activities 9,145 163,455 2,395 9,783 184,778 NET INCREASE IN CASH AND CASH EQUIVALENTS — 172,297 192 — 172,489 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD — 75,576 198 — 75,774 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ — $ 247,873 $ 390 $ — $ 248,263 |
DIVESITURES
DIVESITURES | 9 Months Ended |
Sep. 30, 2018 | |
Disposal Group, Not Discontinued Operation, Disposal Disclosures [Abstract] | |
DIVESTITURES | DIVESTITURES During the three months ended September 30, 2018 , we sold our Dallas/Fort Worth area lime operations, including property, plant and equipment and inventory. Also during this period, we sold the assets and liabilities associated with our Michigan property, which was part of our aggregate products segment. In connection with these divestitures, we received total net proceeds of $16.7 million and recorded a pre-tax gain of $14.6 million , which is included in gain on sale of business and assets, net, in the accompanying condensed consolidated statements of operations. As of September 30, 2018 , other current assets included $2.0 million of property, plant and equipment held for sale and accrued liabilities included $1.0 million of liabilities that are expected to be assumed by the purchasers upon the closing of a pending sale of a New Jersey property in our aggregate products segment. We expect to close the sale of this property, which is near the end of its economic life and no longer fits into our operating plans, during the fourth quarter of 2018. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements include the accounts of U.S. Concrete, Inc. and its subsidiaries (collectively, "we," "us," "our," the "Company," or "U.S. Concrete") and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") for reporting interim financial information. Some information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP") have been condensed or omitted pursuant to the SEC’s rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes in our Annual Report on Form 10-K for the year ended December 31, 2017 (the " 2017 Form 10-K"). In the opinion of our management, all material adjustments necessary to state fairly the information in our unaudited condensed consolidated financial statements have been included. All adjustments are of a normal or recurring nature. All amounts are presented in United States dollars, unless otherwise noted. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. |
Use of Estimates | The preparation of financial statements and accompanying notes in conformity with U.S. GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Estimates and assumptions that we consider significant in the preparation of our financial statements include those related to our allowance for doubtful accounts, business combinations, goodwill, intangible assets, valuation of contingent consideration, accruals for self-insurance programs, income taxes, the valuation of inventory and the valuation and useful lives of property, plant and equipment. |
Recent Accounting Pronouncements | Standards/Updates Adopted This Year Revenue Recognition. In May 2014, the Financial Accounting Standards Board ("FASB") issued guidance that outlines a single comprehensive model for accounting for revenue arising from contracts with customers, which supersedes most of the existing revenue recognition guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. We adopted this guidance and related amendments as of January 1, 2018, applying the modified retrospective transition approach to all contracts. Adoption of the new guidance did not result in changes in the amount of revenue recognized or the timing of when such revenue is recognized. Clarification of the Definition of a Business in Business Combinations. In January 2017, the FASB issued an update under business combinations in an effort to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or as business combinations. The amendments in this update provide a screen to determine when a set of assets is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. The adoption of this standard did not have a material impact on our financial condition and results of operations. Classification of Certain Cash Receipts and Cash Payments. In August 2016, the FASB issued guidance to reduce diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. Adoption of this standard did not result in any material changes to our statements of cash flows. Restricted Cash in the Statement of Cash Flows. In November 2016, the FASB issued guidance to reduce diversity in the presentation of restricted cash in the statement of cash flows. The standard has certain disclosure requirements related to restricted cash and requires that restricted cash be included with cash balances in the statement of cash flows. Adoption of this standard did not have a material impact on our statement of cash flows. Standards/Updates Not Yet Adopted Lease Accounting. In February 2016, the FASB issued a new lease accounting standard intended to increase transparency and comparability among organizations by reorganizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Under the new guidance, lessees will be required to recognize a right-of-use asset and a lease liability, measured on a discounted basis, at the commencement date for all leases with terms greater than twelve months. Additionally, this guidance will require disclosures to help investors and other financial statement users better understand the amount, timing and uncertainty of cash flows arising from leases, including qualitative and quantitative requirements. We expect to adopt the guidance using the transition approach that permits application of the new standard at the adoption date instead of the earliest comparative period presented in the financial statements, with a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. We are currently finalizing our lease portfolio analysis to determine the impact to our consolidated financial statements. To facilitate our adoption beginning in the first quarter of 2019, we are implementing processes and information technology tools to assist in our ongoing lease data collection and analysis and updating our accounting policies and internal controls that will be impacted by the new guidance. Fair Value Measurement Disclosures. In August 2018, the FASB issued a new Accounting Standards Update ("ASU") to eliminate or modify certain of the disclosures related to fair value measurement while adding new disclosures. The ASU is effective for fiscal years beginning after December 15, 2019, including interim periods therein. Early adoption is permitted, including in any interim period for which financial statements have not yet been issued. Early adoption is permitted for the eliminated or modified disclosure requirements and the adoption of all the new disclosure requirements may be delayed until their effective date. The ASU requires prospective application to the new requirements and any modification to disclosures made because of the change to the requirements for the narrative description of measurement of uncertainty. The effects of all other amendments must be applied retrospectively to all periods presented. We are still evaluating this ASU, but since it is focused on disclosures, we do not expect that its adoption will have a significant impact on our consolidated financial statements. Customer's Accounting for Fees Paid in a Cloud Computing Arrangement. In August 2018, the FASB issued a new ASU to address the accounting for costs of implementation activities performed in a cloud computing arrangement that is a service contract. The amendments in this ASU align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with those for capitalizing implementation costs incurred to develop or obtain internal-use software. The accounting for the service element of a hosting arrangement that is a service contract is not affected by this ASU. Under this ASU, costs for implementation activities in the application development stage are capitalized depending on the nature of the costs, while costs incurred during the preliminary project and post-implementation stages are expensed as the activities are performed. The ASU also requires that the capitalized implementation costs be expensed over the term of the hosting arrangement, while subjecting the capitalized costs to the guidance for impairment of long-lived assets. The ASU is effective for fiscal years beginning after December 15, 2019 and interim periods within those years. Early adoption is permitted, including adoption in any interim period. The ASU may be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We are currently evaluating this ASU, but we do not expect that its adoption will have a significant impact on our consolidated financial statements. |
Reclassifications | Certain reclassifications have been made to prior period balances to conform with the current year presentation. |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Schedule of Total Consideration and Amounts Related to the Assets Acquired and Liabilities Assumed | The following table presents the total consideration for the 2017 acquisitions and the preliminary amounts related to the assets acquired and liabilities assumed based on the estimated fair values as of the respective acquisition dates (in thousands): Polaris 2017 Acquisitions (Excluding Polaris) Cash $ 20,678 $ — Accounts receivable (1) 4,561 1,110 Inventory 6,022 695 Other current assets 1,522 48 Property, plant and equipment 199,316 63,221 Other long-term assets 896 — Definite-lived intangible assets — 8,331 Total assets acquired 232,995 73,405 Current liabilities (2) 29,317 1,081 Long-term deferred income tax liability 20,207 — Other long-term liabilities 2,999 62 Total liabilities assumed 52,523 1,143 Non-controlling interest 21,442 — Goodwill 83,738 12,837 Total consideration (fair value) (3) $ 242,768 $ 85,099 (1) Except for Polaris, the aggregate fair value of the 2017 acquisitions' acquired accounts receivable approximated the aggregate gross contractual amount. The fair value of Polaris's acquired accounts receivable was $4.6 million , which represented an aggregate gross contractual amount of $4.9 million , less estimated amounts not expected to be collected. (2) Current liabilities for Polaris included $14.2 million payable to the Company, which was eliminated in consolidation. (3) Included $29.5 million of deferred and contingent consideration for acquisitions other than Polaris. The following table presents the total consideration for the 2018 acquisitions and the preliminary amounts related to the assets acquired and liabilities assumed based on the estimated fair values as of the respective acquisition dates (in thousands): 2018 Acquisitions Inventory $ 1,406 Other current assets 77 Property, plant and equipment 36,576 Definite-lived intangible assets 20,615 Total assets acquired 58,674 Current liabilities 50 Other long-term liabilities 153 Total liabilities assumed 203 Goodwill 12,581 Total consideration (fair value) (1) $ 71,052 (1) Included $1.1 million of contingent consideration. |
Schedule of Major Classes of Intangible Assets Acquired | A summary of the intangible assets acquired in 2018 and 2017 and their estimated useful lives is as follows (in thousands): Weighted Average Amortization Period (In Years) Fair Value At Acquisition Date Customer relationships 6.7 $ 27,050 Non-compete agreements 5.0 1,512 Favorable contract 3.7 384 Total $ 28,946 Our purchased intangible assets were as follows (in thousands): As of September 30, 2018 Gross Accumulated Amortization Net Weighted Average Remaining Life (In Years) Definite-lived intangible assets Customer relationships $ 109,343 $ (39,215 ) $ 70,128 5.2 Trade names 44,456 (10,422 ) 34,034 19.7 Non-competes 18,387 (11,159 ) 7,228 2.8 Leasehold interests 12,480 (4,642 ) 7,838 6.1 Favorable contracts 4,034 (3,807 ) 227 2.2 Environmental credits 2,836 — 2,836 17.3 Total definite-lived intangible assets 191,536 (69,245 ) 122,291 9.4 Indefinite-lived intangible assets Land rights (1) 1,478 — 1,478 Total purchased intangible assets $ 193,014 $ (69,245 ) $ 123,769 (1) Land rights acquired in a prior year acquisition will be reclassified to property, plant, and equipment upon the division of certain shared properties and settlement of the associated deferred payment. As of December 31, 2017 Gross Accumulated Amortization Net Weighted Average Remaining Life (In Years) Definite-lived intangible assets Customer relationships $ 89,933 $ (28,092 ) $ 61,841 5.5 Trade names 44,456 (8,120 ) 36,336 19.9 Non-competes 16,875 (8,510 ) 8,365 2.9 Leasehold interests 12,480 (3,378 ) 9,102 6.7 Favorable contracts 4,034 (3,033 ) 1,001 1.3 Total definite-lived intangible assets 167,778 (51,133 ) 116,645 9.8 Indefinite-lived intangible assets Land rights (1) 1,478 — 1,478 Total purchased intangible assets $ 169,256 $ (51,133 ) $ 118,123 (1) Land rights acquired in a prior year acquisition will be reclassified to property, plant, and equipment upon the division of certain shared properties and settlement of the associated deferred payment. |
Schedule of Estimated Future Aggregate Amortization Expense of Definite-Lived Intangible Assets | As of September 30, 2018 , the estimated future aggregate amortization expense of definite-lived intangible assets from the 2018 and 2017 acquisitions was as follows (in thousands): 2018 (remainder of the year) $ 1,248 2019 4,991 2020 4,974 2021 4,038 2022 3,834 Thereafter 6,819 Total $ 25,904 As of September 30, 2018 , the estimated remaining amortization of our definite-lived intangible assets was as follows (in thousands): 2018 (remainder of the year) $ 6,088 2019 23,457 2020 21,248 2021 18,890 2022 12,990 Thereafter 39,618 Total $ 122,291 |
Schedule of Unaudited Pro Forma Information | All other acquisitions have been included and represent our estimate of the results of operations as if the 2018 acquisitions had been completed on January 1, 2017 and the 2017 acquisitions had been completed on January 1, 2016 (in thousands, except per share information): Three Months Ended Nine Months Ended 2018 2017 2018 2017 Revenue from continuing operations $ 404,877 $ 398,597 $ 1,153,093 $ 1,120,082 Net income attributable to U.S. Concrete $ 15,441 $ 24,494 $ 28,309 $ 29,368 Net income per share attributable to U.S. Concrete - basic $ 0.94 $ 1.53 $ 1.72 $ 1.87 Net income per share attributable to U.S. Concrete - diluted $ 0.93 $ 1.47 $ 1.71 $ 1.77 |
Schedule of Adjustments Reflected in Pro Forma Net Income (Loss) and Net Income (Loss) Per Share Amounts | The unaudited pro forma net income attributable to U.S. Concrete and per share amounts above reflect the following adjustments (in thousands): Three Months Ended Nine Months Ended 2018 2017 2018 2017 Increase in intangible amortization expense $ 131 $ (1,149 ) $ (912 ) $ (3,472 ) Decrease (increase) in depreciation expense — 1,018 — (3,482 ) Exclusion of buyer transaction costs 47 1,230 899 1,874 Exclusion of seller transaction costs — 6,447 — 9,671 Increase in expenses related to conversions from IFRS (1) to U.S. GAAP — (93 ) — (206 ) Decrease (increase) in income tax expense 31 490 (117 ) (400 ) Increase in non-controlling loss — (32 ) — (312 ) (1) IFRS is defined as International Financial Reporting Standards as issued by the International Accounting Standards Board. |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories were as follows (in thousands): September 30, 2018 December 31, 2017 Raw materials $ 43,958 $ 44,238 Building materials for resale 2,647 2,192 Other 2,992 1,655 Total inventories $ 49,597 $ 48,085 |
GOODWILL AND OTHER INTANGIBLES
GOODWILL AND OTHER INTANGIBLES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill by Reportable Segment | The changes in goodwill by reportable segment from December 31, 2017 to September 30, 2018 were as follows (in thousands): Ready-Mixed Concrete Segment Aggregate Products Segment Other Non-Reportable Segments Total Goodwill, gross at December 31, 2017 $ 139,834 $ 57,438 $ 13,212 $ 210,484 2018 acquisitions (1) 11,722 — 859 12,581 Measurement period adjustments for prior year business combinations (2) (341 ) 29,970 (8,542 ) 21,087 Goodwill, gross at September 30, 2018 151,215 87,408 5,529 244,152 Accumulated impairment at December 31, 2017 and September 30, 2018 (4,414 ) (1,339 ) — (5,753 ) Goodwill, net at September 30, 2018 $ 146,801 $ 86,069 $ 5,529 $ 238,399 (1) During the nine months ended September 30, 2018 , we recorded significant measurement period adjustments for the 2018 acquisitions of $5.3 million related to additional definite-lived intangible assets. (2) Adjustments for the 2017 acquisitions recorded during 2018 included $20.7 million of additional long-term obligations, of which $20.2 million related to deferred taxes attributable to fair value adjustments on Polaris's fixed assets as of the acquisition date; $2.9 million of assumed liabilities; $0.7 million of lower working capital; $2.7 million of additional property, plant, and equipment; $0.3 million of additional definite-lived intangible assets; and other various changes. The measurement period adjustments for the 2017 acquisitions also included a $9.6 million reclassification of goodwill between the aggregate products segment and other non-reportable segments. We re-characterized the results of our Polaris distribution operations, which include shipping and terminal operations, to the aggregate products segment from other non-reportable segments. This change was made to better reflect how the Polaris business is viewed and operated by management and more closely aligns our reporting with how we manage and report our other aggregate products operations. |
Schedule of Purchased Finite-Lived Intangible Assets | A summary of the intangible assets acquired in 2018 and 2017 and their estimated useful lives is as follows (in thousands): Weighted Average Amortization Period (In Years) Fair Value At Acquisition Date Customer relationships 6.7 $ 27,050 Non-compete agreements 5.0 1,512 Favorable contract 3.7 384 Total $ 28,946 Our purchased intangible assets were as follows (in thousands): As of September 30, 2018 Gross Accumulated Amortization Net Weighted Average Remaining Life (In Years) Definite-lived intangible assets Customer relationships $ 109,343 $ (39,215 ) $ 70,128 5.2 Trade names 44,456 (10,422 ) 34,034 19.7 Non-competes 18,387 (11,159 ) 7,228 2.8 Leasehold interests 12,480 (4,642 ) 7,838 6.1 Favorable contracts 4,034 (3,807 ) 227 2.2 Environmental credits 2,836 — 2,836 17.3 Total definite-lived intangible assets 191,536 (69,245 ) 122,291 9.4 Indefinite-lived intangible assets Land rights (1) 1,478 — 1,478 Total purchased intangible assets $ 193,014 $ (69,245 ) $ 123,769 (1) Land rights acquired in a prior year acquisition will be reclassified to property, plant, and equipment upon the division of certain shared properties and settlement of the associated deferred payment. As of December 31, 2017 Gross Accumulated Amortization Net Weighted Average Remaining Life (In Years) Definite-lived intangible assets Customer relationships $ 89,933 $ (28,092 ) $ 61,841 5.5 Trade names 44,456 (8,120 ) 36,336 19.9 Non-competes 16,875 (8,510 ) 8,365 2.9 Leasehold interests 12,480 (3,378 ) 9,102 6.7 Favorable contracts 4,034 (3,033 ) 1,001 1.3 Total definite-lived intangible assets 167,778 (51,133 ) 116,645 9.8 Indefinite-lived intangible assets Land rights (1) 1,478 — 1,478 Total purchased intangible assets $ 169,256 $ (51,133 ) $ 118,123 (1) Land rights acquired in a prior year acquisition will be reclassified to property, plant, and equipment upon the division of certain shared properties and settlement of the associated deferred payment. |
Schedule of Purchased Indefinite-Lived Intangible Assets | Our purchased intangible assets were as follows (in thousands): As of September 30, 2018 Gross Accumulated Amortization Net Weighted Average Remaining Life (In Years) Definite-lived intangible assets Customer relationships $ 109,343 $ (39,215 ) $ 70,128 5.2 Trade names 44,456 (10,422 ) 34,034 19.7 Non-competes 18,387 (11,159 ) 7,228 2.8 Leasehold interests 12,480 (4,642 ) 7,838 6.1 Favorable contracts 4,034 (3,807 ) 227 2.2 Environmental credits 2,836 — 2,836 17.3 Total definite-lived intangible assets 191,536 (69,245 ) 122,291 9.4 Indefinite-lived intangible assets Land rights (1) 1,478 — 1,478 Total purchased intangible assets $ 193,014 $ (69,245 ) $ 123,769 (1) Land rights acquired in a prior year acquisition will be reclassified to property, plant, and equipment upon the division of certain shared properties and settlement of the associated deferred payment. As of December 31, 2017 Gross Accumulated Amortization Net Weighted Average Remaining Life (In Years) Definite-lived intangible assets Customer relationships $ 89,933 $ (28,092 ) $ 61,841 5.5 Trade names 44,456 (8,120 ) 36,336 19.9 Non-competes 16,875 (8,510 ) 8,365 2.9 Leasehold interests 12,480 (3,378 ) 9,102 6.7 Favorable contracts 4,034 (3,033 ) 1,001 1.3 Total definite-lived intangible assets 167,778 (51,133 ) 116,645 9.8 Indefinite-lived intangible assets Land rights (1) 1,478 — 1,478 Total purchased intangible assets $ 169,256 $ (51,133 ) $ 118,123 (1) Land rights acquired in a prior year acquisition will be reclassified to property, plant, and equipment upon the division of certain shared properties and settlement of the associated deferred payment. |
Schedule of Estimated Remaining Amortization of Definite-Lived Intangible Assets | As of September 30, 2018 , the estimated future aggregate amortization expense of definite-lived intangible assets from the 2018 and 2017 acquisitions was as follows (in thousands): 2018 (remainder of the year) $ 1,248 2019 4,991 2020 4,974 2021 4,038 2022 3,834 Thereafter 6,819 Total $ 25,904 As of September 30, 2018 , the estimated remaining amortization of our definite-lived intangible assets was as follows (in thousands): 2018 (remainder of the year) $ 6,088 2019 23,457 2020 21,248 2021 18,890 2022 12,990 Thereafter 39,618 Total $ 122,291 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt and Capital Leases | Our debt and capital leases were as follows (in thousands): September 30, 2018 December 31, 2017 6.375% senior unsecured notes due 2024 and unamortized premium (1) $ 608,786 $ 609,949 Senior secured credit facility 36,500 9,000 Capital leases 63,789 53,324 Other financing 30,906 31,886 Debt issuance costs (9,468 ) (10,823 ) Total debt 730,513 693,336 Less: current maturities (29,795 ) (25,951 ) Long-term debt, net of current maturities $ 700,718 $ 667,385 (1) The effective interest rate for these notes was 6.56% as of both September 30, 2018 and December 31, 2017 . |
FAIR VALUE DISCLOSURES (Tables)
FAIR VALUE DISCLOSURES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Hierarchy for Liabilities Measured at Fair Value on a Recurring Basis | The following tables present our fair value hierarchy for liabilities measured at fair value on a recurring basis as of September 30, 2018 and December 31, 2017 (in thousands): September 30, 2018 Total Level 1 Level 2 Level 3 Contingent consideration, including current portion (1) $ 59,869 $ — $ — $ 59,869 $ 59,869 $ — $ — $ 59,869 December 31, 2017 Total Level 1 Level 2 Level 3 Contingent consideration, including current portion (1) $ 61,817 $ — $ — $ 61,817 $ 61,817 $ — $ — $ 61,817 (1) The current portion of contingent consideration is included in accrued liabilities in our condensed consolidated balance sheets. The long-term portion of contingent consideration is included in other long-term obligations and deferred credits in our condensed consolidated balance sheets. |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques | The following tables present the valuation inputs for the fair value estimates for our three model types of acquisition-related contingent consideration arrangements. We estimate the fair value of acquisition-related contingent consideration arrangements using a Monte Carlo simulation model, an income approach or a discounted cash flow technique, as appropriate. These fair value measurements are based on significant inputs not observable in the market, and thus represent Level 3 inputs. The fair value of the contingent consideration arrangements is sensitive to changes in the forecasts of earnings and/or the relevant operating metrics and changes in discount rates. The fair value of the contingent consideration is reassessed quarterly based on assumptions used in our latest projections and input provided by practice leaders and management. Any change in the fair value estimate is recorded in our consolidated statement of operations for that period. The use of different estimates and assumptions could increase or decrease the estimated fair value of our contingent consideration liability, which would result in different impacts to our consolidated balance sheets and consolidated statements of operations. As of September 30, 2018 Valuation Inputs Monte Carlo Simulation Income Approach Discounted Cash Flow Technique Fair value (in millions) $ 33.7 $ 25.1 $ 1.1 Discount rate 10.50% - 11.50% 3.70% - 5.00% 6.03% - 15.75% Payment cap (in millions) $ 37.3 $ 27.3 $ 1.3 Expected payment period remaining (in years) 1-3 1-5 1-4 Management projections of the payout criteria EBITDA/Volumes Permitted reserves/Volumes Volumes As of December 31, 2017 Valuation Inputs Monte Carlo Simulation Income Approach Discounted Cash Flow Technique Fair value (in millions) $ 37.1 $ 23.6 $ 1.1 Discount rate 9.75% - 11.75% 3.70% - 5.00% 6.03% - 15.75% Payment cap (in millions) $ 39.3 $ 26.0 $ 1.4 Expected payment period remaining (in years) 2-4 1-5 1-5 Management projections of the payout criteria EBITDA/Volumes Permitted reserves/Volumes Volumes |
Reconciliation of the Changes in Level 3 Fair Value Measurements | The following table provides a reconciliation of the changes in Level 3 fair value measurements from December 31, 2017 to September 30, 2018 (in thousands): Contingent Consideration Balance at December 31, 2017 $ 61,817 Acquisitions (1) 1,143 Change in contingent consideration valuation (863 ) Payments of contingent consideration (2,228 ) Balance at September 30, 2018 $ 59,869 (1) Represents the fair value of the contingent consideration associated with two of the 2018 acquisitions as of the acquisition date. |
NET EARNINGS (LOSS) PER SHARE (
NET EARNINGS (LOSS) PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Reconciliation of Components of Basic and Diluted Earnings (Loss) Per Share | The following is a reconciliation of the components of the basic and diluted earnings (loss) per share calculations for the three and nine months ended September 30, 2018 and 2017 (in thousands): Three Months Ended Nine Months Ended 2018 2017 2018 2017 Numerator for basic and diluted earnings per share: Income from continuing operations attributable to U.S. Concrete $ 15,602 $ 24,276 $ 28,009 $ 29,109 Loss from discontinued operations, net of taxes — (222 ) — (524 ) Net income attributable to U.S. Concrete $ 15,602 $ 24,054 $ 28,009 $ 28,585 Denominator for diluted earnings per share: Basic weighted average common shares outstanding 16,482 16,028 16,461 15,745 Restricted stock and restricted stock units 33 84 50 112 Warrants — 524 — 760 Stock options 9 15 11 16 Diluted weighted average common shares outstanding 16,524 16,651 16,522 16,633 |
Schedule of Potentially Dilutive Shares Excluded From Diluted Earnings (Loss) Per Share Calculations | The following table shows the type and number (in thousands) of potentially dilutive shares excluded from the diluted earnings (loss) per share calculations for the periods presented as their effect would have been anti-dilutive or they had not met their performance target: Three Months Ended Nine Months Ended 2018 2017 2018 2017 Potentially dilutive shares: Unvested restricted stock awards and restricted stock units 169 60 171 62 Total potentially dilutive shares 169 60 171 62 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Certain Financial Information Relating to Continuing Operations by Reportable Segment | The following tables set forth certain financial information relating to our continuing operations by reportable segment (in thousands): Three Months Ended Nine Months Ended 2018 2017 2018 2017 Revenue: Ready-mixed concrete Sales to external customers $ 346,242 $ 323,567 $ 985,509 $ 909,145 Aggregate products Sales to external customers 41,146 10,972 100,937 32,305 Intersegment sales 12,383 9,987 35,267 29,244 Total aggregate products 53,529 20,959 136,204 61,549 Total reportable segment revenue 399,771 344,526 1,121,713 970,694 Other products and eliminations 4,496 10,102 14,541 23,993 Total revenue $ 404,267 $ 354,628 $ 1,136,254 $ 994,687 Reportable Segment Adjusted EBITDA: Ready-mixed concrete $ 47,545 $ 53,627 $ 140,307 $ 144,777 Aggregate products 12,138 6,218 29,051 18,889 Total reportable segment Adjusted EBITDA $ 59,683 $ 59,845 $ 169,358 $ 163,666 Reconciliation of Total Reportable Segment Adjusted EBITDA to Income From Continuing Operations: Total reportable segment Adjusted EBITDA $ 59,683 $ 59,845 $ 169,358 $ 163,666 Other products and eliminations from operations 16,549 3,315 21,027 9,338 Corporate overhead (15,701 ) (14,051 ) (45,793 ) (39,757 ) Depreciation, depletion and amortization for reportable segments (23,700 ) (15,441 ) (63,736 ) (45,586 ) Acquisition-related costs — — (1,017 ) — Impairment of assets — (648 ) (1,299 ) (648 ) Hurricane-related losses for reportable segments — (1,206 ) 185 (1,206 ) Quarry dredge costs for specific event for reportable segment (162 ) (2,175 ) (718 ) (2,175 ) Purchase accounting adjustments for inventory — — (706 ) — Eminent domain costs (570 ) — (570 ) — Interest expense, net (11,741 ) (10,552 ) (34,564 ) (31,062 ) Corporate loss on early extinguishment of debt — (60 ) — (60 ) Corporate derivative income (loss) — 13,119 — (791 ) Change in value of contingent consideration for reportable segments (395 ) (719 ) 863 (2,047 ) Corporate, other products and eliminations other income, net 391 90 (270 ) 291 Income from continuing operations before income taxes 24,354 31,517 42,760 49,963 Income tax expense (8,575 ) (7,241 ) (14,519 ) (20,854 ) Income from continuing operations $ 15,779 $ 24,276 $ 28,241 $ 29,109 Three Months Ended Nine Months Ended 2018 2017 2018 2017 Capital Expenditures: Ready-mixed concrete $ 4,266 $ 5,006 $ 17,732 $ 17,329 Aggregate products 6,869 10,092 12,955 15,769 Other products and corporate 234 194 1,519 886 Total capital expenditures $ 11,369 $ 15,292 $ 32,206 $ 33,984 Three Months Ended Nine Months Ended 2018 2017 2018 2017 Revenue by Product: Ready-mixed concrete $ 346,242 $ 323,567 $ 985,509 $ 909,145 Aggregate products 41,146 10,972 100,937 32,305 Aggregates distribution 6,100 8,423 16,470 21,376 Building materials 7,032 7,263 20,162 18,007 Lime 1,873 2,240 7,384 7,380 Hauling 1,170 1,465 3,875 4,066 Other 704 698 1,917 2,408 Total revenue $ 404,267 $ 354,628 $ 1,136,254 $ 994,687 As of September 30, 2018 As of December 31, 2017 Identifiable Property, Plant and Equipment Assets: Ready-mixed concrete $ 297,655 $ 266,584 Aggregate products 354,759 342,090 (1) Other products and corporate 28,647 27,594 (1) Total identifiable assets $ 681,061 $ 636,268 (1) $27.5 million was reclassified to aggregate products from other products and corporate due to the segment reporting change made during the three months ended June 30, 2018. |
SUPPLEMENTAL CONDENSED CONSOL_2
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Condensed Financial Information Disclosure [Abstract] | |
Condensed Consolidating Balance Sheet | CONDENSED CONSOLIDATING BALANCE SHEET SEPTEMBER 30, 2018 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 14,634 $ 10,548 $ — $ 25,182 Trade accounts receivable, net — 240,970 14,131 — 255,101 Inventories — 44,409 5,188 — 49,597 Prepaid expenses — 8,587 934 — 9,521 Other receivables 8,877 8,634 197 — 17,708 Other current assets — 3,353 9 — 3,362 Intercompany receivables 16,124 — — (16,124 ) — Total current assets 25,001 320,587 31,007 (16,124 ) 360,471 Property, plant and equipment, net — 466,641 214,420 — 681,061 Goodwill — 154,661 83,738 — 238,399 Intangible assets, net — 118,846 4,923 — 123,769 Deferred income taxes — — — — — Investment in subsidiaries 593,753 — — (593,753 ) — Long-term intercompany receivables 347,791 — — (347,791 ) — Other assets — 6,331 991 — 7,322 Total assets $ 966,545 $ 1,067,066 $ 335,079 $ (957,668 ) $ 1,411,022 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ — $ 134,331 $ 2,982 $ — $ 137,313 Accrued liabilities 14,283 91,179 8,932 — 114,394 Current maturities of long-term debt 143 29,294 358 — 29,795 Intercompany payables — — 16,124 (16,124 ) — Total current liabilities 14,426 254,804 28,396 (16,124 ) 281,502 Long-term debt, net of current maturities 636,445 63,811 462 — 700,718 Other long-term obligations and deferred credits 906 54,502 2,876 — 58,284 Deferred income taxes — 14,397 19,593 — 33,990 Long-term intercompany payables — 225,728 122,063 (347,791 ) — Total liabilities 651,777 613,242 173,390 (363,915 ) 1,074,494 Total shareholders' equity 314,768 453,824 139,931 (593,753 ) 314,770 Non-controlling interest — — 21,758 — 21,758 Total equity 314,768 453,824 161,689 (593,753 ) 336,528 Total liabilities and equity $ 966,545 $ 1,067,066 $ 335,079 $ (957,668 ) $ 1,411,022 CONDENSED CONSOLIDATING BALANCE SHEET DECEMBER 31, 2017 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 6,970 $ 15,611 $ — $ 22,581 Trade accounts receivable, net — 208,669 5,552 — 214,221 Inventories — 41,006 7,079 — 48,085 Prepaid expenses — 4,723 574 — 5,297 Other receivables 16,256 2,644 291 — 19,191 Other current assets — 2,307 3 — 2,310 Intercompany receivables 14,628 — — (14,628 ) — Total current assets 30,884 266,319 29,110 (14,628 ) 311,685 Property, plant and equipment, net — 416,888 219,380 — 636,268 Goodwill — 142,221 62,510 — 204,731 Intangible assets, net — 115,570 2,553 — 118,123 Deferred income taxes — — 674 (674 ) — Investment in subsidiaries 544,256 — — (544,256 ) — Long-term intercompany receivables 322,193 — — (322,193 ) — Other assets — 4,384 943 — 5,327 Total assets $ 897,333 $ 945,382 $ 315,170 $ (881,751 ) $ 1,276,134 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 17 $ 115,465 $ 1,588 $ — $ 117,070 Accrued liabilities 6,703 53,097 5,620 — 65,420 Current maturities of long-term debt — 25,284 667 — 25,951 Intercompany payables — — 14,628 (14,628 ) — Total current liabilities 6,720 193,846 22,503 (14,628 ) 208,441 Long-term debt, net of current maturities 608,127 58,545 713 — 667,385 Other long-term obligations and deferred credits 2,035 88,743 2,563 — 93,341 Deferred income taxes — 5,499 — (674 ) 4,825 Long-term intercompany payables — 195,282 126,911 (322,193 ) — Total liabilities 616,882 541,915 152,690 (337,495 ) 973,992 Total shareholders' equity 280,451 403,467 140,789 (544,256 ) 280,451 Non-controlling interest — — 21,691 — 21,691 Total equity 280,451 403,467 162,480 (544,256 ) 302,142 Total liabilities and equity $ 897,333 $ 945,382 $ 315,170 $ (881,751 ) $ 1,276,134 |
Condensed Consolidating Statement of Operations | CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS THREE MONTHS ENDED SEPTEMBER 30, 2018 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated Revenue $ — $ 370,151 $ 34,116 $ — $ 404,267 Cost of goods sold before depreciation, depletion and amortization — 299,976 25,292 — 325,268 Selling, general and administrative expenses — 30,535 1,685 — 32,220 Depreciation, depletion and amortization — 21,253 4,220 — 25,473 Change in value of contingent consideration 31 364 — — 395 Gain on sale of assets, net — (14,081 ) — — (14,081 ) Operating income (loss) (31 ) 32,104 2,919 — 34,992 Interest expense, net 9,687 955 1,099 — 11,741 Other expense (income), net (81 ) (1,272 ) 250 — (1,103 ) Income (loss) before income taxes, equity in earnings of subsidiaries and non-controlling interest (9,637 ) 32,421 1,570 — 24,354 Income tax expense (benefit) (3,101 ) 10,713 963 — 8,575 Net income (loss) before equity in earnings of subsidiaries and non-controlling interest (6,536 ) 21,708 607 — 15,779 Equity in earnings of subsidiaries 22,138 — — (22,138 ) — Net income (loss) 15,602 21,708 607 (22,138 ) 15,779 Less: Net income attributable to non-controlling interest — — (177 ) — (177 ) Net income (loss) attributable to U.S. Concrete $ 15,602 $ 21,708 $ 430 $ (22,138 ) $ 15,602 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS THREE MONTHS ENDED SEPTEMBER 30, 2017 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated Revenue $ — $ 351,005 $ 3,623 $ — $ 354,628 Cost of goods sold before depreciation, depletion and amortization — 275,581 3,414 — 278,995 Selling, general and administrative expenses — 28,630 1,426 — 30,056 Depreciation, depletion and amortization — 16,028 565 — 16,593 Change in value of contingent consideration 389 330 — — 719 Impairment of assets — — 648 — 648 Gain on sale of assets, net — (106 ) — — (106 ) Operating income (loss) (389 ) 30,542 (2,430 ) — 27,723 Interest expense, net 9,977 574 1 — 10,552 Derivative loss (13,119 ) — — — (13,119 ) Loss on extinguishment of debt 60 — — — 60 Other expense (income), net — (654 ) (633 ) — (1,287 ) Income (loss) from continuing operations, before income taxes and equity in earnings of subsidiaries 2,693 30,622 (1,798 ) — 31,517 Income tax expense (benefit) (3,930 ) 11,240 (69 ) — 7,241 Net income (loss) from continuing operations before equity in earnings of subsidiaries 6,623 19,382 (1,729 ) — 24,276 Loss from discontinued operations, net of taxes and before equity in earnings of subsidiaries — (222 ) — — (222 ) Net income (loss) before equity in earnings of subsidiaries 6,623 19,160 (1,729 ) — 24,054 Equity in earnings of subsidiaries 17,431 — — (17,431 ) — Net income (loss) $ 24,054 $ 19,160 $ (1,729 ) $ (17,431 ) $ 24,054 |
Condensed Consolidating Statement of Cash Flows | CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS NINE MONTHS ENDED SEPTEMBER 30, 2018 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations U.S. Concrete Consolidated Net cash provided by (used in) operating activities $ (20,843 ) $ 108,514 $ 2,876 $ (331 ) $ 90,216 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment — (29,328 ) (2,878 ) — (32,206 ) Payments for acquisitions, net of cash acquired — (72,326 ) — — (72,326 ) Proceeds from disposals of businesses and property, plant and equipment — 18,564 39 — 18,603 Purchases of environmental credits — — (2,836 ) — (2,836 ) Insurance proceeds from property loss claims — 1,654 500 — 2,154 Net cash used in investing activities — (81,436 ) (5,175 ) — (86,611 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from revolver borrowings 338,213 — — — 338,213 Repayments of revolver borrowings (310,713 ) — — — (310,713 ) Proceeds from exercise of stock options 78 — — — 78 Payments of other long-term obligations (2,215 ) (3,433 ) — — (5,648 ) Payments for other financing (12 ) (20,632 ) (568 ) — (21,212 ) Other treasury share purchases (1,876 ) — — — (1,876 ) Cash paid to non-controlling interest — — (249 ) — (249 ) Other proceeds — 464 — — 464 Intercompany funding (2,632 ) 4,187 (1,886 ) 331 — Net cash provided by (used in) financing activities 20,843 (19,414 ) (2,703 ) 331 (943 ) EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS — — (61 ) — (61 ) NET INCREASE IN CASH AND CASH EQUIVALENTS — 7,664 (5,063 ) — 2,601 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD — 6,970 15,611 — 22,581 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ — $ 14,634 $ 10,548 $ — $ 25,182 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS NINE MONTHS ENDED SEPTEMBER 30, 2017 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations U.S. Concrete Consolidated Net cash provided by (used in) operating activities $ (905 ) $ 95,217 $ 363 $ (10,429 ) $ 84,246 CASH FLOWS FROM INVESTING ACTIVITIES: — Purchases of property, plant and equipment — (31,416 ) (2,568 ) — (33,984 ) Payments for acquisitions, net of cash acquired 469 (57,265 ) — — (56,796 ) Proceeds from disposals of businesses and property, plant and equipment — 2,306 2 — 2,308 Investment in subsidiaries (646 ) — — 646 — Advance for note receivable (8,063 ) — — — (8,063 ) Net cash provided by (used in) investing activities (8,240 ) (86,375 ) (2,566 ) 646 (96,535 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of debt 211,500 — — — 211,500 Proceeds from exercise of stock options and warrants 2,695 — — — 2,695 Payments of other long-term obligations (2,925 ) (4,789 ) (8 ) — (7,722 ) Payments for other financing — (14,317 ) — — (14,317 ) Debt issuance costs (4,332 ) — — — (4,332 ) Other treasury share purchases (3,046 ) — — — (3,046 ) Intercompany funding (194,747 ) 182,561 2,403 9,783 — Net cash provided by (used in) financing activities 9,145 163,455 2,395 9,783 184,778 NET INCREASE IN CASH AND CASH EQUIVALENTS — 172,297 192 — 172,489 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD — 75,576 198 — 75,774 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ — $ 247,873 $ 390 $ — $ 248,263 |
REVENUE (Details)
REVENUE (Details) | 9 Months Ended |
Sep. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue, performance obligation, description of timing | one year |
BUSINESS COMBINATIONS - 2018 Ac
BUSINESS COMBINATIONS - 2018 Acquisitions Narrative (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2017USD ($)business | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 14, 2018business | Sep. 30, 2018USD ($)mixer_truckprocessing_facilityaggregate_facilitybusiness | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($)mixer_truckprocessing_facilityaggregate_facility | |
Business Acquisition [Line Items] | |||||||
Consideration satisfied in cash | $ 69,900 | $ 298,400 | |||||
Acquisitions funded by contingent consideration | $ 24,000 | $ 1,143 | $ 20,620 | 1,143 | $ 20,620 | $ 24,000 | |
Business combination, acquisition related costs | 0 | 0 | $ 1,017 | 0 | |||
Atlantic Region and West Texas | |||||||
Business Acquisition [Line Items] | |||||||
Number of businesses acquired | business | 5 | ||||||
Total aggregate consideration | $ 71,000 | ||||||
Acquisitions funded by contingent consideration | 1,100 | $ 1,100 | |||||
Number of assets acquired, mixer trucks | mixer_truck | 149 | 51 | |||||
Number of assets acquired, ready-mix concrete plants | processing_facility | 20 | 7 | |||||
Number of aggregate distribution terminals | aggregate_facility | 2 | 4 | |||||
Business combination, acquisition related costs | $ 100 | $ 1,100 | $ 600 | $ 1,800 | |||
Series of Individually Immaterial Business Acquisitions | |||||||
Business Acquisition [Line Items] | |||||||
Number of businesses acquired | business | 3 | 2 |
BUSINESS COMBINATIONS - 2018 _2
BUSINESS COMBINATIONS - 2018 Acquisitions Summary of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 |
Business Acquisition [Line Items] | |||
Goodwill | $ 238,399 | $ 204,731 | |
Acquisitions funded by contingent consideration | 1,143 | $ 24,000 | $ 20,620 |
Atlantic Region and West Texas | |||
Business Acquisition [Line Items] | |||
Inventory | 1,406 | ||
Other current assets | 77 | ||
Property, plant and equipment | 36,576 | ||
Definite-lived intangible assets | 20,615 | ||
Total assets acquired | 58,674 | ||
Current liabilities | 50 | ||
Other long-term liabilities | 153 | ||
Total liabilities assumed | 203 | ||
Goodwill | 12,581 | ||
Total consideration (fair value) | 71,052 | ||
Acquisitions funded by contingent consideration | $ 1,100 |
BUSINESS COMBINATIONS - 2017 Ac
BUSINESS COMBINATIONS - 2017 Acquisitions (Narrative) (Details) $ in Thousands, T in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2017USD ($)aprocessing_facilitybusiness | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 14, 2018business | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($)aprocessing_facilitybusinessT | |
Business Acquisition [Line Items] | |||||||
Number of assets acquired | processing_facility | 2 | ||||||
Consideration satisfied in cash | $ 69,900 | $ 298,400 | |||||
Payments deferred | $ 5,500 | ||||||
Payments deferred, term of deferral | 4 years | ||||||
Payment cap | $ 24,000 | $ 1,143 | $ 20,620 | 1,143 | $ 20,620 | $ 24,000 | |
Area of Land | a | 409 | 409 | |||||
Proven Reserves Acquired | T | 130 | ||||||
Business combination, acquisition related costs | $ 0 | $ 0 | $ 1,017 | $ 0 | |||
Atlantic Region And Northern California | |||||||
Business Acquisition [Line Items] | |||||||
Number of operations acquired | business | 8 | ||||||
Total consideration | $ 327,900 | ||||||
Other | |||||||
Business Acquisition [Line Items] | |||||||
Number of operations acquired | business | 3 | 2 | |||||
Number of assets acquired | processing_facility | 2 | ||||||
Eliminations and Reclassifications | Polaris | |||||||
Business Acquisition [Line Items] | |||||||
Notes receivable, related parties | $ 18,100 | $ 18,100 |
BUSINESS COMBINATIONS - 2017 _2
BUSINESS COMBINATIONS - 2017 Acquisitions Summary of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | ||
Goodwill | $ 238,399 | $ 204,731 |
Contingent consideration, including current portion | 59,869 | 61,817 |
Polaris | ||
Business Acquisition [Line Items] | ||
Cash | 20,678 | |
Accounts receivable | 4,561 | |
Inventory | 6,022 | |
Other current assets | 1,522 | |
Property, plant and equipment | 199,316 | |
Other long-term assets | 896 | |
Definite-lived intangible assets | 0 | |
Total assets acquired | 232,995 | |
Current liabilities | 29,317 | |
Long-term deferred income tax liability | 20,207 | |
Other long-term liabilities | 2,999 | |
Total liabilities assumed | 52,523 | |
Non-controlling interest | 21,442 | |
Goodwill | 83,738 | |
Total consideration (fair value) | 242,768 | |
Acquired receivable fair value | 4,600 | |
Acquired receivable, gross contractual amount | 4,900 | |
2017 Acquisitions Excluding Polaris | ||
Business Acquisition [Line Items] | ||
Cash | 0 | |
Accounts receivable | 1,110 | |
Inventory | 695 | |
Other current assets | 48 | |
Property, plant and equipment | 63,221 | |
Other long-term assets | 0 | |
Definite-lived intangible assets | 8,331 | |
Total assets acquired | 73,405 | |
Current liabilities | 1,081 | |
Long-term deferred income tax liability | 0 | |
Other long-term liabilities | 62 | |
Total liabilities assumed | 1,143 | |
Non-controlling interest | 0 | |
Goodwill | 12,837 | |
Total consideration (fair value) | 85,099 | |
Contingent consideration, including current portion | 29,500 | |
Eliminations and Reclassifications | ||
Business Acquisition [Line Items] | ||
Goodwill | $ 0 | 0 |
Eliminations and Reclassifications | Polaris | ||
Business Acquisition [Line Items] | ||
Current liabilities | $ 14,200 |
BUSINESS COMBINATIONS - Schedul
BUSINESS COMBINATIONS - Schedule of Major Classes of Intangible Assets Acquired (Details) - Acquisitions 2018 and 2017 $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Business Acquisition [Line Items] | |
Fair Value At Acquisition Date | $ 28,946 |
Customer relationships | |
Business Acquisition [Line Items] | |
Weighted Average Amortization Period (In Years) | 6 years 8 months 16 days |
Fair Value At Acquisition Date | $ 27,050 |
Non-compete agreements | |
Business Acquisition [Line Items] | |
Weighted Average Amortization Period (In Years) | 5 years |
Fair Value At Acquisition Date | $ 1,512 |
Favorable contract | |
Business Acquisition [Line Items] | |
Weighted Average Amortization Period (In Years) | 3 years 8 months 1 day |
Fair Value At Acquisition Date | $ 384 |
BUSINESS COMBINATIONS - Sched_2
BUSINESS COMBINATIONS - Schedule of Estimated Future Aggregate Amortization Expense of Definite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Year Ending December 31, | ||
2018 (remainder of the year) | $ 6,088 | |
2,019 | 23,457 | |
2,020 | 21,248 | |
2,021 | 18,890 | |
2,022 | 12,990 | |
Thereafter | 39,618 | |
Total | 122,291 | $ 116,645 |
Acquisitions 2018 and 2017 | ||
Year Ending December 31, | ||
2018 (remainder of the year) | 1,248 | |
2,019 | 4,991 | |
2,020 | 4,974 | |
2,021 | 4,038 | |
2,022 | 3,834 | |
Thereafter | 6,819 | |
Total | $ 25,904 |
BUSINESS COMBINATIONS - Acquire
BUSINESS COMBINATIONS - Acquired Intangibles Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Business Acquisition [Line Items] | ||||
Amortization expense | $ 6.4 | $ 5.1 | $ 17.9 | $ 15.4 |
Increase In amortization expense | 0.2 | 0.3 | ||
Business acquisition, goodwill, expected tax deductible amount | 25.4 | 25.4 | ||
Acquisitions 2018 and 2017 | ||||
Business Acquisition [Line Items] | ||||
Amortization expense | $ 1.4 | $ 0.1 | $ 2.8 | $ 0.1 |
BUSINESS COMBINATIONS - Actual
BUSINESS COMBINATIONS - Actual and Pro Forma Impact of Acquisitions (Narrative) (Details) - Acquisitions 2018 and 2017 - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Business Acquisition [Line Items] | ||||
Revenue | $ 46.2 | $ 0.5 | $ 123.4 | $ 1 |
Operating income (loss) | $ (2.4) | $ (0.5) | $ 3.7 | $ 0.1 |
BUSINESS COMBINATIONS - Sched_3
BUSINESS COMBINATIONS - Schedule of Unaudited Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Business Combinations [Abstract] | ||||
Revenue from continuing operations | $ 404,877 | $ 398,597 | $ 1,153,093 | $ 1,120,082 |
Net income attributable to U.S. Concrete | $ 15,441 | $ 24,494 | $ 28,309 | $ 29,368 |
Net income per share attributable to U.S. Concrete - basic (in dollars per share) | $ 0.94 | $ 1.53 | $ 1.72 | $ 1.87 |
Net income per share attributable to U.S. Concrete - diluted (in dollars per share) | $ 0.93 | $ 1.47 | $ 1.71 | $ 1.77 |
BUSINESS COMBINATIONS - Sched_4
BUSINESS COMBINATIONS - Schedule of Adjustments Reflected in Pro Forma Net Income (Loss) and Net Income (Loss) Per Share Amounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Increase in intangible amortization expense | $ (6,400) | $ (5,100) | $ (17,900) | $ (15,400) |
Decrease (increase) in income tax expense | (8,575) | (7,241) | (14,519) | (20,854) |
Acquisition-related Costs | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Increase in intangible amortization expense | 131 | (1,149) | (912) | (3,472) |
Increase in depreciation expense | 0 | 1,018 | 0 | (3,482) |
Exclusion of buyer transaction costs | 47 | 1,230 | 899 | 1,874 |
Exclusion of seller transaction costs | 0 | 6,447 | 0 | 9,671 |
Increase in expenses related to conversions from IFRS to U.S. GAAP | 0 | (93) | 0 | (206) |
Decrease (increase) in income tax expense | 31 | 490 | (117) | (400) |
Increase in non-controlling loss | 0 | (32) | 0 | (312) |
Acquisitions 2018 and 2017 | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||||
Increase in intangible amortization expense | $ (1,400) | $ (100) | $ (2,800) | $ (100) |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 43,958 | $ 44,238 |
Building materials for resale | 2,647 | 2,192 |
Other | 2,992 | 1,655 |
Total inventories | $ 49,597 | $ 48,085 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLES - Schedule of Changes in Goodwill by Reportable Segment (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Goodwill | ||
Goodwill, gross | $ 210,484 | |
2018 acquisitions | 12,581 | |
Measurement period adjustments for prior year business combinations | 21,087 | |
Goodwill, gross at September 30, 2018 | 244,152 | |
Accumulated impairment at December 31, 2017 and September 30, 2018 | (5,753) | $ (5,753) |
Goodwill, net at September 30, 2018 | 238,399 | 204,731 |
Acquisitions 2,018 | ||
Goodwill | ||
Definite-lived intangible asset included in measurement period adjustments | 5,300 | |
Acquisitions 2,017 | ||
Goodwill | ||
Business combination, consideration transferred, long-term obligations | 20,700 | |
Business combination, recognized identifiable assets acquired and liabilities assumed, deferred tax liabilities | 20,200 | |
Business combination, provisional information, initial accounting incomplete, adjustment, liabilities | (2,900) | |
Business combination, consideration transferred, working capital adjustments | (700) | |
Purchase accounting adjustments, property, plant and equipment | 2,700 | |
Definite-lived intangible asset included in measurement period adjustments | 300 | |
Goodwill, reclassifications | 9,600 | |
Ready-Mixed Concrete Segment | ||
Goodwill | ||
Goodwill, gross | 139,834 | |
2018 acquisitions | 11,722 | |
Measurement period adjustments for prior year business combinations | (341) | |
Goodwill, gross at September 30, 2018 | 151,215 | |
Accumulated impairment at December 31, 2017 and September 30, 2018 | (4,414) | (4,414) |
Goodwill, net at September 30, 2018 | 146,801 | |
Aggregate Products Segment | ||
Goodwill | ||
Goodwill, gross | 57,438 | |
2018 acquisitions | 0 | |
Measurement period adjustments for prior year business combinations | 29,970 | |
Goodwill, gross at September 30, 2018 | 87,408 | |
Accumulated impairment at December 31, 2017 and September 30, 2018 | (1,339) | (1,339) |
Goodwill, net at September 30, 2018 | 86,069 | |
Other Non-Reportable Segments | ||
Goodwill | ||
Goodwill, gross | 13,212 | |
2018 acquisitions | 859 | |
Measurement period adjustments for prior year business combinations | (8,542) | |
Goodwill, gross at September 30, 2018 | 5,529 | |
Accumulated impairment at December 31, 2017 and September 30, 2018 | 0 | $ 0 |
Goodwill, net at September 30, 2018 | $ 5,529 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLES - Schedule of Purchased Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 191,536 | $ 167,778 |
Accumulated Amortization | (69,245) | (51,133) |
Total | $ 122,291 | $ 116,645 |
Weighted Average Remaining Life | 9 years 4 months 28 days | 9 years 9 months 29 days |
Total purchased intangible assets, Gross | $ 193,014 | $ 169,256 |
Total purchased intangible assets, Accumulated Amortization | (69,245) | (51,133) |
Total purchased intangible assets, Net | 123,769 | 118,123 |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 109,343 | 89,933 |
Accumulated Amortization | (39,215) | (28,092) |
Total | $ 70,128 | $ 61,841 |
Weighted Average Remaining Life | 5 years 2 months 8 days | 5 years 5 months 19 days |
Total purchased intangible assets, Accumulated Amortization | $ (39,215) | $ (28,092) |
Trade names | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 44,456 | 44,456 |
Accumulated Amortization | (10,422) | (8,120) |
Total | $ 34,034 | $ 36,336 |
Weighted Average Remaining Life | 19 years 8 months 1 day | 19 years 10 months 13 days |
Total purchased intangible assets, Accumulated Amortization | $ (10,422) | $ (8,120) |
Non-competes | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 18,387 | 16,875 |
Accumulated Amortization | (11,159) | (8,510) |
Total | $ 7,228 | $ 8,365 |
Weighted Average Remaining Life | 2 years 9 months 11 days | 2 years 11 months 5 days |
Total purchased intangible assets, Accumulated Amortization | $ (11,159) | $ (8,510) |
Leasehold interests | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 12,480 | 12,480 |
Accumulated Amortization | (4,642) | (3,378) |
Total | $ 7,838 | $ 9,102 |
Weighted Average Remaining Life | 6 years 1 month 10 days | 6 years 7 months 28 days |
Total purchased intangible assets, Accumulated Amortization | $ (4,642) | $ (3,378) |
Favorable contracts | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 4,034 | 4,034 |
Accumulated Amortization | (3,807) | (3,033) |
Total | $ 227 | $ 1,001 |
Weighted Average Remaining Life | 2 years 2 months 1 day | 1 year 4 months 6 days |
Total purchased intangible assets, Accumulated Amortization | $ (3,807) | $ (3,033) |
Environmental credits | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 2,836 | |
Accumulated Amortization | 0 | |
Total | $ 2,836 | |
Weighted Average Remaining Life | 17 years 3 months | |
Total purchased intangible assets, Accumulated Amortization | $ 0 | |
Land rights | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | $ 1,478 | $ 1,478 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLES - Schedule of Estimated Remaining Amortization of Definite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2018 (remainder of the year) | $ 6,088 | |
2,019 | 23,457 | |
2,020 | 21,248 | |
2,021 | 18,890 | |
2,022 | 12,990 | |
Thereafter | 39,618 | |
Total | $ 122,291 | $ 116,645 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLES - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense | $ 6.4 | $ 5.1 | $ 17.9 | $ 15.4 | |
Unfavorable lease intangibles | |||||
Acquired Finite-Lived Intangible Assets [Line Items] | |||||
Unfavorable lease intangible, gross carrying amount | 1.5 | 1.5 | $ 1.5 | ||
Unfavorable lease intangible, net carrying amount | $ 0.8 | $ 0.8 | $ 1 | ||
Weighted average remaining life | 4 years 5 months 12 days |
DEBT - Schedule of Debt and Cap
DEBT - Schedule of Debt and Capital Leases (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Capital leases | $ 63,789 | $ 53,324 |
Debt issuance costs | (9,468) | (10,823) |
Total debt | 730,513 | 693,336 |
Less: current maturities | (29,795) | (25,951) |
Long-term debt, net of current maturities | 700,718 | 667,385 |
Unsecured notes | Senior unsecured notes due 2024 and unamortized premium | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 608,786 | $ 609,949 |
Stated interest rate | 6.375% | |
Effective interest rate (as a percent) | 6.56% | 6.56% |
Senior secured credit facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 36,500 | $ 9,000 |
Other financing | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 30,906 | $ 31,886 |
DEBT - Senior Secured Credit Fa
DEBT - Senior Secured Credit Facility (Narrative) (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Senior Secured Credit Facility | |
Line of Credit Facility [Line Items] | |
Weighted average interest rate | 3.62% |
Line of Credit | Third Loan Agreement | Letter of Credit | |
Line of Credit Facility [Line Items] | |
Undrawn standby letters of credit | $ 17.5 |
Line of Credit | Third Loan Agreement | Revolving Credit Facility | |
Line of Credit Facility [Line Items] | |
Maximum availability under the Revolving Facility | $ 226.2 |
Fixed charge coverage ratio, minimum required | 100.00% |
Fixed charge coverage ratio, measurement period | 12 months |
FAIR VALUE DISCLOSURES - Fair
FAIR VALUE DISCLOSURES - Fair Value Hierarchy for Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Derivative [Line Items] | ||
Contingent consideration, including current portion | $ 59,869 | $ 61,817 |
Liabilities, fair value | 59,869 | 61,817 |
Level 1 | ||
Derivative [Line Items] | ||
Contingent consideration, including current portion | 0 | 0 |
Liabilities, fair value | 0 | 0 |
Level 2 | ||
Derivative [Line Items] | ||
Contingent consideration, including current portion | 0 | 0 |
Liabilities, fair value | 0 | 0 |
Level 3 | ||
Derivative [Line Items] | ||
Contingent consideration, including current portion | 59,869 | 61,817 |
Liabilities, fair value | $ 59,869 | $ 61,817 |
FAIR VALUE DISCLOSURES - Summa
FAIR VALUE DISCLOSURES - Summary Of Assumptions Used In Calculating Fair Value (Details) $ in Thousands | Sep. 30, 2018USD ($)Year | Dec. 31, 2017USD ($)Year |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value | $ 59,869 | $ 61,817 |
Valuation Technique, Monte Carlo Simulation | Measurement Input, Discount Rate | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration liability, measurement input | 0.1050 | 0.0975 |
Valuation Technique, Monte Carlo Simulation | Measurement Input, Discount Rate | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration liability, measurement input | 0.1150 | 0.1175 |
Valuation Technique, Monte Carlo Simulation | Measurement Input, Expected Payment Period | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration liability, measurement input | Year | 0.1 | 0.2 |
Valuation Technique, Monte Carlo Simulation | Measurement Input, Expected Payment Period | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration liability, measurement input | Year | 0.3 | 0.4 |
Valuation Technique, Discounted Cash Flow | Measurement Input, Discount Rate | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration liability, measurement input | 0.0603 | 0.0603 |
Valuation Technique, Discounted Cash Flow | Measurement Input, Discount Rate | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration liability, measurement input | 0.1575 | 0.1575 |
Valuation Technique, Discounted Cash Flow | Measurement Input, Expected Payment Period | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration liability, measurement input | Year | 0.1 | 0.1 |
Valuation Technique, Discounted Cash Flow | Measurement Input, Expected Payment Period | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration liability, measurement input | Year | 0.4 | 0.5 |
Valuation, Income Approach | Measurement Input, Discount Rate | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration liability, measurement input | 0.0370 | 0.0370 |
Valuation, Income Approach | Measurement Input, Discount Rate | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration liability, measurement input | 0.0500 | 0.0500 |
Valuation, Income Approach | Measurement Input, Expected Payment Period | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration liability, measurement input | Year | 0.1 | 0.1 |
Valuation, Income Approach | Measurement Input, Expected Payment Period | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration liability, measurement input | Year | 0.5 | 0.5 |
Fair value, measurements, recurring | Valuation Technique, Monte Carlo Simulation | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value | $ 33,700 | $ 37,100 |
Fair value, measurements, recurring | Valuation Technique, Monte Carlo Simulation | Measurement Input, Prepayment Cap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Payment cap | 37,300 | 39,300 |
Fair value, measurements, recurring | Valuation Technique, Discounted Cash Flow | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value | 1,100 | 1,100 |
Fair value, measurements, recurring | Valuation Technique, Discounted Cash Flow | Measurement Input, Prepayment Cap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Payment cap | 1,300 | 1,400 |
Fair value, measurements, recurring | Valuation, Income Approach | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value | 25,100 | 23,600 |
Fair value, measurements, recurring | Valuation, Income Approach | Measurement Input, Prepayment Cap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Payment cap | $ 27,300 | $ 26,000 |
FAIR VALUE DISCLOSURES - Recon
FAIR VALUE DISCLOSURES - Reconciliation of the Changes in Level 3 Fair Value Measurements (Details) - Contingent Consideration $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Contingent Consideration | |
Balance at December 31, 2017 | $ 61,817 |
Acquisitions | 1,143 |
Change in contingent consideration valuation | (863) |
Payments of contingent consideration | (2,228) |
Balance at September 30, 2018 | $ 59,869 |
FAIR VALUE DISCLOSURES - Narra
FAIR VALUE DISCLOSURES - Narrative (Details) - Unsecured notes - Senior Unsecured Notes $ in Millions | Sep. 30, 2018USD ($) |
Debt Instrument [Line Items] | |
Stated interest rate | 6.375% |
Fair value of long-term debt | $ 607.4 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense allocated to continuing operations | $ 8,575 | $ 7,241 | $ 14,519 | $ 20,854 |
Effective income tax rate reconciliation, percent | 34.00% | 41.70% | ||
Derivative loss, noncash | $ 800 | $ 800 | ||
Unrecognized tax benefits | $ 300 | $ 100 | ||
Increase (decrease) in deferred income taxes | $ 29,200 |
NET EARNINGS (LOSS) PER SHARE -
NET EARNINGS (LOSS) PER SHARE - Reconciliation of Components of Basic and Diluted Earnings (Loss) Per Share (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Numerator for basic and diluted earnings per share: | ||||
Income from continuing operations attributable to U.S. Concrete | $ 15,602 | $ 24,276 | $ 28,009 | $ 29,109 |
Loss from discontinued operations, net of taxes | 0 | (222) | 0 | (524) |
Net income attributable to U.S. Concrete | $ 15,602 | $ 24,054 | $ 28,009 | $ 28,585 |
Denominator for diluted earnings per share: | ||||
Basic weighted average common shares outstanding (in shares) | 16,482 | 16,028 | 16,461 | 15,745 |
Restricted stock awards and restricted stock units (in shares) | 33 | 84 | 50 | 112 |
Warrants (in shares) | 0 | 524 | 0 | 760 |
Stock options (in shares) | 9 | 15 | 11 | 16 |
Denominator for diluted earnings per share (in shares) | 16,524 | 16,651 | 16,522 | 16,633 |
NET EARNINGS (LOSS) PER SHARE_2
NET EARNINGS (LOSS) PER SHARE - Schedule of Potentially Dilutive Shares Excluded From Diluted Earnings (Loss) Per Share Calculations (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive shares (in shares) | 169 | 60 | 171 | 62 |
Unvested restricted stock awards and restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total potentially dilutive shares (in shares) | 169 | 60 | 171 | 62 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) $ in Millions | Apr. 05, 2018USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2018CAD ($) | Dec. 31, 2017USD ($) |
Loss Contingencies [Line Items] | |||||
Payments for legal settlements | $ 200,000 | ||||
Property, plant, and equipment moving expenses | $ 600,000 | ||||
Eagle Rock Materials Ltd., Royalties And Interest | |||||
Loss Contingencies [Line Items] | |||||
Contingent liability for performance | 2,900,000 | 2,900,000 | $ 3.8 | ||
Insurance programs | |||||
Loss Contingencies [Line Items] | |||||
Amount accrued for estimated losses | 21,900,000 | 21,900,000 | $ 19,200,000 | ||
Performance bonds | |||||
Loss Contingencies [Line Items] | |||||
Contingent liability for performance | $ 38,500,000 | $ 38,500,000 | |||
Minimum | |||||
Loss Contingencies [Line Items] | |||||
Loss contingency, damages sought, value | $ 2,500 | ||||
Maximum | |||||
Loss Contingencies [Line Items] | |||||
Loss contingency, damages sought, value | $ 25,000 |
SEGMENT INFORMATION - Reconcili
SEGMENT INFORMATION - Reconciliation of Total Reportable Segment Adjusted EBITDA to Income (Loss) From Continuing Operations (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)reporting_segment | Sep. 30, 2017USD ($) | |
Segment Reporting [Abstract] | ||||
Number of reportable segments | reporting_segment | 2 | |||
Revenue: | ||||
Revenue | $ 404,267 | $ 354,628 | $ 1,136,254 | $ 994,687 |
Reconciliation of Total Reportable Segment Adjusted EBITDA to Income From Continuing Operations: | ||||
Operating income | 34,992 | 27,723 | 73,161 | 79,285 |
Depreciation, depletion and amortization for reportable segments | (25,473) | (16,593) | (68,190) | (48,802) |
Business Combination, Acquisition Related Costs | 0 | 0 | (1,017) | 0 |
Impairment of assets | 0 | (648) | (1,299) | (648) |
Purchase accounting adjustments for inventory | 0 | 0 | (706) | 0 |
Eminent domain costs | (570) | 0 | (570) | 0 |
Interest expense, net | (11,741) | (10,552) | (34,564) | (31,062) |
Corporate loss on early extinguishment of debt | 0 | (60) | 0 | (60) |
Corporate derivative income (loss) | 0 | 13,119 | 0 | (791) |
Corporate, other products and eliminations other income, net | 1,103 | 1,287 | 4,163 | 2,591 |
Income from continuing operations before income taxes | 24,354 | 31,517 | 42,760 | 49,963 |
Income tax expense | (8,575) | (7,241) | (14,519) | (20,854) |
Income from continuing operations | 15,779 | 24,276 | 28,241 | 29,109 |
Capital Expenditures: | ||||
Total capital expenditures | 11,369 | 15,292 | 32,206 | 33,984 |
Reportable segment | ||||
Revenue: | ||||
Revenue | 399,771 | 344,526 | 1,121,713 | 970,694 |
Reportable Segment Adjusted EBITDA: | ||||
Total reportable segment Adjusted EBITDA | 59,683 | 59,845 | 169,358 | 163,666 |
Reconciliation of Total Reportable Segment Adjusted EBITDA to Income From Continuing Operations: | ||||
Total reportable segment Adjusted EBITDA | 59,683 | 59,845 | 169,358 | 163,666 |
Depreciation, depletion and amortization for reportable segments | (23,700) | (15,441) | (63,736) | (45,586) |
Interest expense, net | (11,741) | (10,552) | (34,564) | (31,062) |
Change in value of contingent consideration for reportable segments | (395) | (719) | 863 | (2,047) |
Reportable segment | Ready-mixed concrete | ||||
Revenue: | ||||
Revenue | 346,242 | 323,567 | 985,509 | 909,145 |
Reportable Segment Adjusted EBITDA: | ||||
Total reportable segment Adjusted EBITDA | 47,545 | 53,627 | 140,307 | 144,777 |
Reconciliation of Total Reportable Segment Adjusted EBITDA to Income From Continuing Operations: | ||||
Total reportable segment Adjusted EBITDA | 47,545 | 53,627 | 140,307 | 144,777 |
Capital Expenditures: | ||||
Total capital expenditures | 4,266 | 5,006 | 17,732 | 17,329 |
Reportable segment | Aggregate products | ||||
Revenue: | ||||
Revenue | 53,529 | 20,959 | 136,204 | 61,549 |
Reportable Segment Adjusted EBITDA: | ||||
Total reportable segment Adjusted EBITDA | 12,138 | 6,218 | 29,051 | 18,889 |
Reconciliation of Total Reportable Segment Adjusted EBITDA to Income From Continuing Operations: | ||||
Total reportable segment Adjusted EBITDA | 12,138 | 6,218 | 29,051 | 18,889 |
Capital Expenditures: | ||||
Total capital expenditures | 6,869 | 10,092 | 12,955 | 15,769 |
Reportable segment | Aggregate products | ||||
Revenue: | ||||
Revenue | 41,146 | 10,972 | 100,937 | 32,305 |
Intersegment sales | ||||
Revenue: | ||||
Revenue | 12,383 | 9,987 | 35,267 | 29,244 |
Other products and eliminations | ||||
Revenue: | ||||
Revenue | 4,496 | 10,102 | 14,541 | 23,993 |
Reconciliation of Total Reportable Segment Adjusted EBITDA to Income From Continuing Operations: | ||||
Operating income | 16,549 | 3,315 | 21,027 | 9,338 |
Corporate, other products and eliminations other income, net | 391 | 90 | (270) | 291 |
Capital Expenditures: | ||||
Total capital expenditures | 234 | 194 | 1,519 | 886 |
Corporate overhead | ||||
Reconciliation of Total Reportable Segment Adjusted EBITDA to Income From Continuing Operations: | ||||
Corporate overhead | (15,701) | (14,051) | (45,793) | (39,757) |
Corporate loss on early extinguishment of debt | 0 | (60) | 0 | (60) |
Corporate derivative income (loss) | 0 | 13,119 | 0 | (791) |
Hurricane-related losses for reportable segments | Reportable segment | ||||
Reconciliation of Total Reportable Segment Adjusted EBITDA to Income From Continuing Operations: | ||||
Unusual or infrequent items | 0 | (1,206) | 185 | (1,206) |
Quarry dredge costs for specific event for reportable segment | Reportable segment | ||||
Reconciliation of Total Reportable Segment Adjusted EBITDA to Income From Continuing Operations: | ||||
Unusual or infrequent items | $ (162) | $ (2,175) | $ (718) | $ (2,175) |
SEGMENT INFORMATION - Revenue b
SEGMENT INFORMATION - Revenue by Product (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 404,267 | $ 354,628 | $ 1,136,254 | $ 994,687 |
Ready-mixed concrete | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 346,242 | 323,567 | 985,509 | 909,145 |
Aggregate products | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 41,146 | 10,972 | 100,937 | 32,305 |
Aggregates distribution | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 6,100 | 8,423 | 16,470 | 21,376 |
Building materials | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 7,032 | 7,263 | 20,162 | 18,007 |
Lime | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 1,873 | 2,240 | 7,384 | 7,380 |
Hauling | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 1,170 | 1,465 | 3,875 | 4,066 |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 704 | $ 698 | $ 1,917 | $ 2,408 |
SEGMENT INFORMATION - Identifia
SEGMENT INFORMATION - Identifiable Property, Plant And Equipment Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Segment Reporting Information [Line Items] | |||
Total identifiable assets | $ 681,061 | $ 636,268 | |
Reclassified property, plant and equipment, net | $ 27,500 | ||
Reportable segment | Ready-mixed concrete | |||
Segment Reporting Information [Line Items] | |||
Total identifiable assets | 297,655 | 266,584 | |
Reportable segment | Aggregate products | |||
Segment Reporting Information [Line Items] | |||
Total identifiable assets | 354,759 | 342,090 | |
Other products and corporate | |||
Segment Reporting Information [Line Items] | |||
Total identifiable assets | $ 28,647 | $ 27,594 |
SUPPLEMENTAL CONDENSED CONSOL_3
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Condensed Consolidating Balance Sheet (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||||
Cash and cash equivalents | $ 25,182 | $ 22,581 | $ 248,263 | $ 75,774 |
Trade accounts receivable, net | 255,101 | 214,221 | ||
Inventories | 49,597 | 48,085 | ||
Prepaid expenses | 9,521 | 5,297 | ||
Other receivables | 17,708 | 19,191 | ||
Other current assets | 3,362 | 2,310 | ||
Intercompany receivables | 0 | 0 | ||
Total current assets | 360,471 | 311,685 | ||
Property, plant and equipment, net | 681,061 | 636,268 | ||
Goodwill | 238,399 | 204,731 | ||
Intangible assets, net | 123,769 | 118,123 | ||
Deferred income taxes | 0 | 0 | ||
Investment in subsidiaries | 0 | 0 | ||
Long-term intercompany receivables | 0 | 0 | ||
Other assets | 7,322 | 5,327 | ||
Total assets | 1,411,022 | 1,276,134 | ||
Current liabilities: | ||||
Accounts payable | 137,313 | 117,070 | ||
Accrued liabilities | 114,394 | 65,420 | ||
Current maturities of long-term debt | 29,795 | 25,951 | ||
Intercompany payables | 0 | 0 | ||
Total current liabilities | 281,502 | 208,441 | ||
Long-term debt, net of current maturities | 700,718 | 667,385 | ||
Other long-term obligations and deferred credits | 58,284 | 93,341 | ||
Deferred income taxes | 33,990 | 4,825 | ||
Long-term intercompany payables | 0 | 0 | ||
Total liabilities | 1,074,494 | 973,992 | ||
Total shareholders' equity | 314,770 | 280,451 | ||
Non-controlling interest | 21,758 | 21,691 | ||
Total equity | 336,528 | 302,142 | ||
Total liabilities and equity | 1,411,022 | 1,276,134 | ||
Reportable Legal Entities | Parent | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Trade accounts receivable, net | 0 | 0 | ||
Inventories | 0 | 0 | ||
Prepaid expenses | 0 | 0 | ||
Other receivables | 8,877 | 16,256 | ||
Other current assets | 0 | 0 | ||
Intercompany receivables | 16,124 | 14,628 | ||
Total current assets | 25,001 | 30,884 | ||
Property, plant and equipment, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Investment in subsidiaries | 593,753 | 544,256 | ||
Long-term intercompany receivables | 347,791 | 322,193 | ||
Other assets | 0 | 0 | ||
Total assets | 966,545 | 897,333 | ||
Current liabilities: | ||||
Accounts payable | 0 | 17 | ||
Accrued liabilities | 14,283 | 6,703 | ||
Current maturities of long-term debt | 143 | 0 | ||
Intercompany payables | 0 | 0 | ||
Total current liabilities | 14,426 | 6,720 | ||
Long-term debt, net of current maturities | 636,445 | 608,127 | ||
Other long-term obligations and deferred credits | 906 | 2,035 | ||
Deferred income taxes | 0 | 0 | ||
Long-term intercompany payables | 0 | 0 | ||
Total liabilities | 651,777 | 616,882 | ||
Total shareholders' equity | 314,768 | 280,451 | ||
Non-controlling interest | 0 | 0 | ||
Total equity | 314,768 | 280,451 | ||
Total liabilities and equity | 966,545 | 897,333 | ||
Reportable Legal Entities | Guarantor Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 14,634 | 6,970 | 247,873 | 75,576 |
Trade accounts receivable, net | 240,970 | 208,669 | ||
Inventories | 44,409 | 41,006 | ||
Prepaid expenses | 8,587 | 4,723 | ||
Other receivables | 8,634 | 2,644 | ||
Other current assets | 3,353 | 2,307 | ||
Intercompany receivables | 0 | 0 | ||
Total current assets | 320,587 | 266,319 | ||
Property, plant and equipment, net | 466,641 | 416,888 | ||
Goodwill | 154,661 | 142,221 | ||
Intangible assets, net | 118,846 | 115,570 | ||
Deferred income taxes | 0 | 0 | ||
Investment in subsidiaries | 0 | 0 | ||
Long-term intercompany receivables | 0 | 0 | ||
Other assets | 6,331 | 4,384 | ||
Total assets | 1,067,066 | 945,382 | ||
Current liabilities: | ||||
Accounts payable | 134,331 | 115,465 | ||
Accrued liabilities | 91,179 | 53,097 | ||
Current maturities of long-term debt | 29,294 | 25,284 | ||
Intercompany payables | 0 | 0 | ||
Total current liabilities | 254,804 | 193,846 | ||
Long-term debt, net of current maturities | 63,811 | 58,545 | ||
Other long-term obligations and deferred credits | 54,502 | 88,743 | ||
Deferred income taxes | 14,397 | 5,499 | ||
Long-term intercompany payables | 225,728 | 195,282 | ||
Total liabilities | 613,242 | 541,915 | ||
Total shareholders' equity | 453,824 | 403,467 | ||
Non-controlling interest | 0 | 0 | ||
Total equity | 453,824 | 403,467 | ||
Total liabilities and equity | 1,067,066 | 945,382 | ||
Reportable Legal Entities | Non-Guarantor Subsidiaries | ||||
Current assets: | ||||
Cash and cash equivalents | 10,548 | 15,611 | 390 | 198 |
Trade accounts receivable, net | 14,131 | 5,552 | ||
Inventories | 5,188 | 7,079 | ||
Prepaid expenses | 934 | 574 | ||
Other receivables | 197 | 291 | ||
Other current assets | 9 | 3 | ||
Intercompany receivables | 0 | 0 | ||
Total current assets | 31,007 | 29,110 | ||
Property, plant and equipment, net | 214,420 | 219,380 | ||
Goodwill | 83,738 | 62,510 | ||
Intangible assets, net | 4,923 | 2,553 | ||
Deferred income taxes | 0 | 674 | ||
Investment in subsidiaries | 0 | 0 | ||
Long-term intercompany receivables | 0 | 0 | ||
Other assets | 991 | 943 | ||
Total assets | 335,079 | 315,170 | ||
Current liabilities: | ||||
Accounts payable | 2,982 | 1,588 | ||
Accrued liabilities | 8,932 | 5,620 | ||
Current maturities of long-term debt | 358 | 667 | ||
Intercompany payables | 16,124 | 14,628 | ||
Total current liabilities | 28,396 | 22,503 | ||
Long-term debt, net of current maturities | 462 | 713 | ||
Other long-term obligations and deferred credits | 2,876 | 2,563 | ||
Deferred income taxes | 19,593 | 0 | ||
Long-term intercompany payables | 122,063 | 126,911 | ||
Total liabilities | 173,390 | 152,690 | ||
Total shareholders' equity | 139,931 | 140,789 | ||
Non-controlling interest | 21,758 | 21,691 | ||
Total equity | 161,689 | 162,480 | ||
Total liabilities and equity | 335,079 | 315,170 | ||
Eliminations and Reclassifications | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | $ 0 | $ 0 |
Trade accounts receivable, net | 0 | 0 | ||
Inventories | 0 | 0 | ||
Prepaid expenses | 0 | 0 | ||
Other receivables | 0 | 0 | ||
Other current assets | 0 | 0 | ||
Intercompany receivables | (16,124) | (14,628) | ||
Total current assets | (16,124) | (14,628) | ||
Property, plant and equipment, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Deferred income taxes | 0 | (674) | ||
Investment in subsidiaries | (593,753) | (544,256) | ||
Long-term intercompany receivables | (347,791) | (322,193) | ||
Other assets | 0 | 0 | ||
Total assets | (957,668) | (881,751) | ||
Current liabilities: | ||||
Accounts payable | 0 | 0 | ||
Accrued liabilities | 0 | 0 | ||
Current maturities of long-term debt | 0 | 0 | ||
Intercompany payables | (16,124) | (14,628) | ||
Total current liabilities | (16,124) | (14,628) | ||
Long-term debt, net of current maturities | 0 | 0 | ||
Other long-term obligations and deferred credits | 0 | 0 | ||
Deferred income taxes | 0 | (674) | ||
Long-term intercompany payables | (347,791) | (322,193) | ||
Total liabilities | (363,915) | (337,495) | ||
Total shareholders' equity | (593,753) | (544,256) | ||
Non-controlling interest | 0 | 0 | ||
Total equity | (593,753) | (544,256) | ||
Total liabilities and equity | $ (957,668) | $ (881,751) |
SUPPLEMENTAL CONDENSED CONSOL_4
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Condensed Consolidating Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Condensed Income Statements, Captions [Line Items] | ||||
Revenue | $ 404,267 | $ 354,628 | $ 1,136,254 | $ 994,687 |
Cost of goods sold before depreciation, depletion and amortization | 325,268 | 278,995 | 912,738 | 778,328 |
Selling, general and administrative expenses | 32,220 | 30,056 | 96,371 | 86,073 |
Depreciation, depletion and amortization | 25,473 | 16,593 | 68,190 | 48,802 |
Change in value of contingent consideration | 395 | 719 | (863) | 2,047 |
Impairment of assets | 0 | 648 | 1,299 | 648 |
Gain on sale of business and assets, net | (14,081) | (106) | (14,642) | (496) |
Operating income | 34,992 | 27,723 | 73,161 | 79,285 |
Interest expense, net | 11,741 | 10,552 | 34,564 | 31,062 |
Derivative loss (income) | 0 | (13,119) | 0 | 791 |
Corporate loss on early extinguishment of debt | 0 | 60 | 0 | 60 |
Other expense (income), net | (1,103) | (1,287) | (4,163) | (2,591) |
Income from continuing operations before income taxes | 24,354 | 31,517 | 42,760 | 49,963 |
Income tax expense | 8,575 | 7,241 | 14,519 | 20,854 |
Income from continuing operations | 15,779 | 24,276 | 28,241 | 29,109 |
Loss from discontinued operations, net of taxes | 0 | (222) | 0 | (524) |
Net income (loss) before equity in earnings of subsidiaries | 15,779 | 24,054 | 28,241 | 28,585 |
Equity in earnings of subsidiaries | 0 | 0 | 0 | 0 |
Net income | 15,779 | 24,054 | 28,241 | 28,585 |
Less: Net income attributable to non-controlling interest | (177) | 0 | (232) | 0 |
Net income attributable to U.S. Concrete | 15,602 | 24,054 | 28,009 | 28,585 |
Reportable Legal Entities | Parent | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Cost of goods sold before depreciation, depletion and amortization | 0 | 0 | 0 | 0 |
Selling, general and administrative expenses | 0 | 0 | 0 | 0 |
Depreciation, depletion and amortization | 0 | 0 | 0 | 0 |
Change in value of contingent consideration | 31 | 389 | 120 | 669 |
Impairment of assets | 0 | 0 | 0 | |
Gain on sale of business and assets, net | 0 | 0 | 0 | 0 |
Operating income | (31) | (389) | (120) | (669) |
Interest expense, net | 9,687 | 9,977 | 29,514 | 29,665 |
Derivative loss (income) | (13,119) | 791 | ||
Corporate loss on early extinguishment of debt | 60 | 60 | ||
Other expense (income), net | (81) | 0 | 730 | 0 |
Income from continuing operations before income taxes | (9,637) | 2,693 | (30,364) | (31,185) |
Income tax expense | (3,101) | (3,930) | (8,877) | (11,397) |
Income from continuing operations | 6,623 | (19,788) | ||
Loss from discontinued operations, net of taxes | 0 | 0 | ||
Net income (loss) before equity in earnings of subsidiaries | (6,536) | 6,623 | (21,487) | (19,788) |
Equity in earnings of subsidiaries | 22,138 | 17,431 | 49,496 | 48,373 |
Net income | 15,602 | 28,009 | ||
Less: Net income attributable to non-controlling interest | 0 | 0 | ||
Net income attributable to U.S. Concrete | 15,602 | 24,054 | 28,009 | 28,585 |
Reportable Legal Entities | Guarantor Subsidiaries | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Revenue | 370,151 | 351,005 | 1,054,296 | 980,496 |
Cost of goods sold before depreciation, depletion and amortization | 299,976 | 275,581 | 849,259 | 766,605 |
Selling, general and administrative expenses | 30,535 | 28,630 | 90,631 | 83,285 |
Depreciation, depletion and amortization | 21,253 | 16,028 | 57,029 | 46,957 |
Change in value of contingent consideration | 364 | 330 | (983) | 1,378 |
Impairment of assets | 0 | 1,299 | 0 | |
Gain on sale of business and assets, net | (14,081) | (106) | (14,656) | (498) |
Operating income | 32,104 | 30,542 | 71,717 | 82,769 |
Interest expense, net | 955 | 574 | 2,756 | 1,396 |
Derivative loss (income) | 0 | 0 | ||
Corporate loss on early extinguishment of debt | 0 | 0 | ||
Other expense (income), net | (1,272) | (654) | (3,807) | (2,027) |
Income from continuing operations before income taxes | 32,421 | 30,622 | 72,768 | 83,400 |
Income tax expense | 10,713 | 11,240 | 22,412 | 32,337 |
Income from continuing operations | 19,382 | 51,063 | ||
Loss from discontinued operations, net of taxes | (222) | (524) | ||
Net income (loss) before equity in earnings of subsidiaries | 21,708 | 19,160 | 50,356 | 50,539 |
Equity in earnings of subsidiaries | 0 | 0 | 0 | 0 |
Net income | 21,708 | 50,356 | ||
Less: Net income attributable to non-controlling interest | 0 | 0 | ||
Net income attributable to U.S. Concrete | 21,708 | 19,160 | 50,356 | 50,539 |
Reportable Legal Entities | Non-Guarantor Subsidiaries | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Revenue | 34,116 | 3,623 | 81,958 | 14,191 |
Cost of goods sold before depreciation, depletion and amortization | 25,292 | 3,414 | 63,479 | 11,723 |
Selling, general and administrative expenses | 1,685 | 1,426 | 5,740 | 2,788 |
Depreciation, depletion and amortization | 4,220 | 565 | 11,161 | 1,845 |
Change in value of contingent consideration | 0 | 0 | 0 | 0 |
Impairment of assets | 648 | 0 | 648 | |
Gain on sale of business and assets, net | 0 | 0 | 14 | 2 |
Operating income | 2,919 | (2,430) | 1,564 | (2,815) |
Interest expense, net | 1,099 | 1 | 2,294 | 1 |
Derivative loss (income) | 0 | 0 | ||
Corporate loss on early extinguishment of debt | 0 | 0 | ||
Other expense (income), net | 250 | (633) | (1,086) | (564) |
Income from continuing operations before income taxes | 1,570 | (1,798) | 356 | (2,252) |
Income tax expense | 963 | (69) | 984 | (86) |
Income from continuing operations | (1,729) | (2,166) | ||
Loss from discontinued operations, net of taxes | 0 | 0 | ||
Net income (loss) before equity in earnings of subsidiaries | 607 | (1,729) | (628) | (2,166) |
Equity in earnings of subsidiaries | 0 | 0 | 0 | 0 |
Net income | 607 | (628) | ||
Less: Net income attributable to non-controlling interest | (177) | (232) | ||
Net income attributable to U.S. Concrete | 430 | (1,729) | (860) | (2,166) |
Eliminations and Reclassifications | ||||
Condensed Income Statements, Captions [Line Items] | ||||
Revenue | 0 | 0 | 0 | 0 |
Cost of goods sold before depreciation, depletion and amortization | 0 | 0 | 0 | 0 |
Selling, general and administrative expenses | 0 | 0 | 0 | 0 |
Depreciation, depletion and amortization | 0 | 0 | 0 | 0 |
Change in value of contingent consideration | 0 | 0 | 0 | 0 |
Impairment of assets | 0 | 0 | 0 | |
Gain on sale of business and assets, net | 0 | 0 | 0 | 0 |
Operating income | 0 | 0 | 0 | 0 |
Interest expense, net | 0 | 0 | 0 | 0 |
Derivative loss (income) | 0 | 0 | ||
Corporate loss on early extinguishment of debt | 0 | 0 | ||
Other expense (income), net | 0 | 0 | 0 | |
Income from continuing operations before income taxes | 0 | 0 | 0 | 0 |
Income tax expense | 0 | 0 | 0 | 0 |
Income from continuing operations | 0 | 0 | ||
Loss from discontinued operations, net of taxes | 0 | 0 | ||
Net income (loss) before equity in earnings of subsidiaries | 0 | 0 | 0 | 0 |
Equity in earnings of subsidiaries | (22,138) | (17,431) | (49,496) | (48,373) |
Net income | (22,138) | (49,496) | ||
Less: Net income attributable to non-controlling interest | 0 | 0 | ||
Net income attributable to U.S. Concrete | $ (22,138) | $ (17,431) | $ (49,496) | $ (48,373) |
SUPPLEMENTAL CONDENSED CONSOL_5
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Condensed Consolidating Statement of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Net cash provided by (used in) operating activities | $ 90,216 | $ 84,246 | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Purchases of property, plant and equipment | $ (11,369) | $ (15,292) | (32,206) | (33,984) |
Payments for acquisitions, net of cash acquired | (72,326) | (56,796) | ||
Proceeds from disposals of businesses and property, plant and equipment | 18,603 | 2,308 | ||
Purchases of environmental credits | (2,836) | 0 | ||
Insurance proceeds from property loss claims | 2,154 | 0 | ||
Investment in subsidiaries | 0 | |||
Advance for note receivable | 0 | (8,063) | ||
Net cash used in investing activities | (86,611) | (96,535) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from revolver borrowings | 338,213 | 0 | ||
Repayments of revolver borrowings | (310,713) | 0 | ||
Proceeds from issuance of debt | 0 | 211,500 | ||
Proceeds from exercise of stock options and warrants | 78 | 2,695 | ||
Payments of other long-term obligations | (5,648) | (7,722) | ||
Payments for other financing | (21,212) | (14,317) | ||
Debt issuance costs | 0 | (4,332) | ||
Other treasury share purchases | (1,876) | (3,046) | ||
Cash paid to non-controlling interest | (249) | 0 | ||
Other proceeds | 464 | 0 | ||
Intercompany funding | 0 | 0 | ||
Net cash provided by (used in) financing activities | (943) | 184,778 | ||
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS | (61) | 0 | ||
NET INCREASE IN CASH AND CASH EQUIVALENTS | 2,601 | |||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 22,581 | 75,774 | ||
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 25,182 | 248,263 | 25,182 | 248,263 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 25,182 | 25,182 | ||
Cash and Cash Equivalents, Period Increase (Decrease) | 2,601 | 172,489 | ||
Reportable Legal Entities | Parent | ||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Net cash provided by (used in) operating activities | (20,843) | (905) | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Purchases of property, plant and equipment | 0 | 0 | ||
Payments for acquisitions, net of cash acquired | 0 | 469 | ||
Proceeds from disposals of businesses and property, plant and equipment | 0 | 0 | ||
Purchases of environmental credits | 0 | |||
Insurance proceeds from property loss claims | 0 | |||
Investment in subsidiaries | (646) | |||
Advance for note receivable | (8,063) | |||
Net cash used in investing activities | 0 | (8,240) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from revolver borrowings | 338,213 | |||
Repayments of revolver borrowings | (310,713) | |||
Proceeds from issuance of debt | 211,500 | |||
Proceeds from exercise of stock options and warrants | 78 | 2,695 | ||
Payments of other long-term obligations | (2,215) | (2,925) | ||
Payments for other financing | (12) | 0 | ||
Debt issuance costs | (4,332) | |||
Other treasury share purchases | (1,876) | (3,046) | ||
Cash paid to non-controlling interest | 0 | |||
Other proceeds | 0 | |||
Intercompany funding | (2,632) | (194,747) | ||
Net cash provided by (used in) financing activities | 20,843 | 9,145 | ||
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS | 0 | |||
NET INCREASE IN CASH AND CASH EQUIVALENTS | 0 | |||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 0 | 0 | ||
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 0 | 0 | 0 | 0 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 0 | 0 | ||
Cash and Cash Equivalents, Period Increase (Decrease) | 0 | |||
Reportable Legal Entities | Guarantor Subsidiaries | ||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Net cash provided by (used in) operating activities | 108,514 | 95,217 | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Purchases of property, plant and equipment | (29,328) | (31,416) | ||
Payments for acquisitions, net of cash acquired | (72,326) | (57,265) | ||
Proceeds from disposals of businesses and property, plant and equipment | 18,564 | 2,306 | ||
Purchases of environmental credits | 0 | |||
Insurance proceeds from property loss claims | 1,654 | |||
Investment in subsidiaries | 0 | |||
Advance for note receivable | 0 | |||
Net cash used in investing activities | (81,436) | (86,375) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from revolver borrowings | 0 | |||
Repayments of revolver borrowings | 0 | |||
Proceeds from issuance of debt | 0 | |||
Proceeds from exercise of stock options and warrants | 0 | 0 | ||
Payments of other long-term obligations | (3,433) | (4,789) | ||
Payments for other financing | (20,632) | (14,317) | ||
Debt issuance costs | 0 | |||
Other treasury share purchases | 0 | 0 | ||
Cash paid to non-controlling interest | 0 | |||
Other proceeds | 464 | |||
Intercompany funding | 4,187 | 182,561 | ||
Net cash provided by (used in) financing activities | (19,414) | 163,455 | ||
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS | 0 | |||
NET INCREASE IN CASH AND CASH EQUIVALENTS | 7,664 | |||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 6,970 | 75,576 | ||
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 14,634 | 247,873 | 14,634 | 247,873 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 14,634 | 14,634 | ||
Cash and Cash Equivalents, Period Increase (Decrease) | 172,297 | |||
Reportable Legal Entities | Non-Guarantor Subsidiaries | ||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Net cash provided by (used in) operating activities | 2,876 | 363 | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Purchases of property, plant and equipment | (2,878) | (2,568) | ||
Payments for acquisitions, net of cash acquired | 0 | 0 | ||
Proceeds from disposals of businesses and property, plant and equipment | 39 | 2 | ||
Purchases of environmental credits | (2,836) | |||
Insurance proceeds from property loss claims | 500 | |||
Investment in subsidiaries | 0 | |||
Advance for note receivable | 0 | |||
Net cash used in investing activities | (5,175) | (2,566) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from revolver borrowings | 0 | |||
Repayments of revolver borrowings | 0 | |||
Proceeds from issuance of debt | 0 | |||
Proceeds from exercise of stock options and warrants | 0 | 0 | ||
Payments of other long-term obligations | 0 | (8) | ||
Payments for other financing | (568) | 0 | ||
Debt issuance costs | 0 | |||
Other treasury share purchases | 0 | 0 | ||
Cash paid to non-controlling interest | (249) | |||
Other proceeds | 0 | |||
Intercompany funding | (1,886) | 2,403 | ||
Net cash provided by (used in) financing activities | (2,703) | 2,395 | ||
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS | (61) | |||
NET INCREASE IN CASH AND CASH EQUIVALENTS | (5,063) | |||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 15,611 | 198 | ||
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 10,548 | 390 | 10,548 | 390 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 10,548 | 10,548 | ||
Cash and Cash Equivalents, Period Increase (Decrease) | 192 | |||
Eliminations | ||||
Condensed Cash Flow Statements, Captions [Line Items] | ||||
Net cash provided by (used in) operating activities | (331) | (10,429) | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Purchases of property, plant and equipment | 0 | 0 | ||
Payments for acquisitions, net of cash acquired | 0 | 0 | ||
Proceeds from disposals of businesses and property, plant and equipment | 0 | 0 | ||
Purchases of environmental credits | 0 | |||
Insurance proceeds from property loss claims | 0 | |||
Investment in subsidiaries | 646 | |||
Advance for note receivable | 0 | |||
Net cash used in investing activities | 0 | 646 | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Proceeds from revolver borrowings | 0 | |||
Repayments of revolver borrowings | 0 | |||
Proceeds from issuance of debt | 0 | |||
Proceeds from exercise of stock options and warrants | 0 | 0 | ||
Payments of other long-term obligations | 0 | 0 | ||
Payments for other financing | 0 | 0 | ||
Debt issuance costs | 0 | |||
Other treasury share purchases | 0 | 0 | ||
Cash paid to non-controlling interest | 0 | |||
Other proceeds | 0 | |||
Intercompany funding | 331 | 9,783 | ||
Net cash provided by (used in) financing activities | 331 | 9,783 | ||
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS | 0 | |||
NET INCREASE IN CASH AND CASH EQUIVALENTS | 0 | |||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 0 | 0 | ||
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 0 | $ 0 | 0 | 0 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ 0 | $ 0 | ||
Cash and Cash Equivalents, Period Increase (Decrease) | $ 0 |
DIVESITURES (Details)
DIVESITURES (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | ||
Proceeds from divestiture of businesses | $ 16,700 | |
Gain (loss) on disposition of business | 14,600 | |
Property, plant and equipment, net of accumulated depreciation, depletion and amortization of $221,630 as of September 30, 2018 and $178,168 as of December 31, 2017 | 681,061 | $ 636,268 |
Accrued liabilities and other liabilities | 1,000 | |
Property, Plant and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, net of accumulated depreciation, depletion and amortization of $221,630 as of September 30, 2018 and $178,168 as of December 31, 2017 | $ 2,000 |