Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2020 | Apr. 23, 2020 | |
Cover [Abstract] | ||
Entity Central Index Key | 0001073429 | |
Current Fiscal Year End | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-34530 | |
Entity Registrant Name | U.S. CONCRETE, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 76-0586680 | |
Entity Address, Address Line One | 331 N. Main Street, | |
Entity Address, City or Town | Euless | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 76039 | |
City Area Code | 817 | |
Local Phone Number | 835-4105 | |
Title of 12(b) Security | Common Stock, par value $0.001 | |
Trading Symbol | USCR | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 16,672,101 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 26.4 | $ 40.6 |
Trade accounts receivable, net of allowances of $8.1 as of March 31, 2020 and $4.0 as of December 31, 2019 | 215.2 | 233.1 |
Inventories | 69.2 | 59 |
Other receivables, net | 13.1 | 8.4 |
Prepaid expenses and other | 8.7 | 7.9 |
Total current assets | 332.6 | 349 |
Property, Plant, And Equipment And Finance Lease Right-of-Use Asset, After Accumulated Depreciation And Amortization | 804 | 673.5 |
Operating lease assets | 71.7 | 69.8 |
Goodwill | 239.5 | 239.5 |
Intangible assets, net | 87.1 | 92.4 |
Other assets | 8.2 | 9.1 |
Total assets | 1,543.1 | 1,433.3 |
Current liabilities: | ||
Accounts payable | 136.2 | 136.4 |
Accrued liabilities | 71 | 63.5 |
Current maturities of long-term debt | 27.3 | 32.5 |
Current operating lease liabilities | 13.7 | 12.9 |
Total current liabilities | 248.2 | 245.3 |
Long-term debt, net of current maturities | 762.6 | 654.8 |
Long-term operating lease liabilities | 61 | 59.7 |
Other long-term obligations and deferred credits | 49.5 | 49.1 |
Deferred income taxes | 55.7 | 54.8 |
Total liabilities | 1,177 | 1,063.7 |
Commitments and contingencies (Note 14) | ||
Equity: | ||
Additional paid-in capital | 355.9 | 348.9 |
Retained earnings | 24.7 | 31.1 |
Treasury stock, at cost | (37.7) | (36.6) |
Total shareholders' equity | 342.9 | 343.4 |
Non-controlling interest | 23.2 | 26.2 |
Total equity | 366.1 | 369.6 |
Total liabilities and equity | $ 1,543.1 | $ 1,433.3 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Trade accounts receivable, allowances | $ 8.1 | $ 4 |
Property, plant and equipment, accumulated depreciation, depletion, and amortization | $ 306.6 | $ 289.9 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue | $ 334.4 | $ 333.1 |
Cost of goods sold before depreciation, depletion and amortization | 273.9 | 268.4 |
Selling, general and administrative expenses | 33.7 | 32.1 |
Depreciation, depletion and amortization | 23.4 | 22.8 |
Change in value of contingent consideration | 0.3 | 1 |
Loss on sale/disposal of assets, net | 0 | 0.9 |
Operating income | 3.1 | 7.9 |
Interest expense, net | 11.4 | 11.6 |
Other income, net | (0.6) | (0.4) |
Income (loss) before income taxes, equity in earnings of subsidiaries and non-controlling interest | (7.7) | (3.3) |
Income tax expense (benefit) | (4.9) | (0.7) |
Net income (loss) | (2.8) | (2.6) |
Less: Net income attributable to non-controlling interest | (0.3) | (0.1) |
Net income (loss) attributable to U.S. Concrete | $ (3.1) | $ (2.7) |
Earnings (loss) per share attributable to U.S. Concrete: | ||
Basic earnings per share (in dollars per share) | $ (0.19) | $ (0.16) |
Diluted earnings per share (in dollars per share) | $ (0.19) | $ (0.16) |
Weighted average shares outstanding: | ||
Basic (in shares) | 16.5 | 16.3 |
Diluted (in shares) | 16.5 | 16.3 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF TOTAL EQUITY - USD ($) shares in Millions, $ in Millions | 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, 2018 | 16.6 | ||||||
BALANCE, beginning of period at Dec. 31, 2018 | $ 337.2 | $ 329.6 | $ 16.2 | $ (33.4) | $ 312.4 | $ 24.8 | |
Increase (Decrease) in Stockholders' Equity | |||||||
Stock-based compensation | 0.6 | 1.7 | (1.1) | 0.6 | |||
Stock options exercised | 0.2 | 0.2 | 0.2 | ||||
Net income (loss) | (2.6) | (2.7) | (2.7) | 0.1 | |||
BALANCE, end of period (in shares) at Mar. 31, 2019 | 16.6 | ||||||
BALANCE, end of period at Mar. 31, 2019 | 335.4 | 331.5 | 13.5 | (34.5) | 310.5 | 24.9 | |
BALANCE, beginning of period (in shares) at Dec. 31, 2019 | 16.7 | ||||||
BALANCE, beginning of period at Dec. 31, 2019 | 369.6 | 348.9 | 31.1 | (36.6) | 343.4 | 26.2 | |
Increase (Decrease) in Stockholders' Equity | |||||||
Transfer of non-controlling interest (Note 9) | 0 | 3.3 | 3.3 | (3.3) | |||
Stock-based compensation | 2.6 | 3.7 | (1.1) | 2.6 | |||
Net income (loss) | (2.8) | (3.1) | (3.1) | 0.3 | |||
BALANCE, end of period (in shares) at Mar. 31, 2020 | 16.7 | ||||||
BALANCE, end of period at Mar. 31, 2020 | $ 366.1 | $ 355.9 | $ 24.7 | $ (37.7) | $ 342.9 | $ 23.2 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income (loss) | $ (2.8) | $ (2.6) | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation, depletion and amortization | 23.4 | 22.8 | |
Amortization of debt issuance costs | 0.4 | 0.4 | |
Change in value of contingent consideration | 0.3 | 1 | |
Loss on sale/disposal of assets, net | 0 | 0.9 | |
Deferred income taxes | 2.2 | 2.2 | |
Provision for doubtful accounts and customer disputes | 0.3 | 0.4 | |
Stock-based compensation | 3.7 | 1.7 | |
Other, net | (0.8) | (0.5) | |
Changes in assets and liabilities, excluding effects of acquisitions: | |||
Accounts receivable | 15.1 | 0.6 | |
Inventories | (0.2) | 0.7 | |
Prepaid expenses and other current assets | (5.2) | (3.5) | |
Other assets and liabilities | 0.3 | (1) | |
Accounts payable and accrued liabilities | 7.3 | (1.2) | |
Net cash provided by operating activities | 44 | 21.9 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property, plant and equipment | (7.3) | (7.2) | |
Payments for acquisitions, net of cash acquired | (140.2) | 0 | |
Proceeds from sale of businesses and property, plant and equipment | 0.2 | 0.4 | |
Net cash used in investing activities | (147.3) | (6.8) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from revolver borrowings | 170.2 | 76.3 | |
Repayments of revolver borrowings | (79.9) | (74.8) | |
Proceeds from stock option exercises | 0 | 0.2 | |
Payments of other long-term obligations | (2.9) | (3.7) | |
Payments for finance leases, promissory notes and other | (8.4) | (8.1) | |
Proceeds from finance lease | 12.2 | $ 0 | |
Debt issuance costs | (1) | 0 | |
Shares redeemed for employee income tax obligations | (1.1) | (1.1) | |
Net cash provided by (used in) financing activities | 89.1 | (11.2) | |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (14.2) | 3.9 | |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 40.6 | 20 | 20 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 26.4 | 23.9 | $ 40.6 |
Supplemental Disclosure of Cash Flow Information: | |||
Net cash paid for interest | 1.7 | 1.7 | |
Net cash paid for income taxes | 0.1 | 0 | |
Capital expenditures funded by finance leases and promissory notes | 9.7 | 1.3 | |
Acquisitions funded by deferred consideration | 1.7 | 0 | |
Transfer of non-controlling interest | $ 3.3 | $ 0 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements include the accounts of U.S. Concrete, Inc. and its subsidiaries (collectively, "we," "us," "our," the "Company," or "U.S. Concrete") and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") for reporting interim financial information. Some information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP") have been condensed or omitted pursuant to the SEC’s rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes in our Annual Report on Form 10-K for the year ended December 31, 2019 (the " 2019 10-K"). In the opinion of our management, all material adjustments necessary to state fairly the information in our unaudited condensed consolidated financial statements have been included. All adjustments are of a normal or recurring nature. All amounts are presented in United States dollars, unless otherwise noted. Certain computations may be impacted by the effect of rounding in this report. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. Certain reclassifications have been made to prior year amounts to conform with the current year presentation. The preparation of financial statements and accompanying notes in conformity with U.S. GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. 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 business combinations, goodwill, intangibles, accruals for self-insurance, income taxes, valuation of contingent consideration, allowance of doubtful accounts, the valuation of inventory and the valuation and useful lives of property, plant and equipment. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS, SEC FINANCIAL DISCLOSURE REQUIREMENTS AND SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS, SEC FINANCIAL DISCLOSURE REQUIREMENTS AND SIGNIFICANT ACCOUNTING POLICIES | RECENT ACCOUNTING PRONOUNCEMENTS, SEC FINANCIAL DISCLOSURE REQUIREMENTS AND SIGNIFICANT ACCOUNTING POLICIES Credit Losses. As of January 1, 2020, we adopted Financial Accounting Standards Board ("FASB") Accounting Standards Codification 326, "Current Expected Credit Losses" ("ASC 326"). While the prior accounting rules used a model of incurred losses to estimate credit losses on certain types of financial instruments, including trade accounts receivable, ASC 326 requires entities to use a forward-looking approach based on expected losses, which when applied may result in the earlier recognition of allowances for losses. As required by the standard, upon adoption we applied the model on a prospective basis and recorded a cumulative-effect adjustment, net of taxes, of $3.3 million to opening retained earnings for the impact of the addition to the allowance for doubtful accounts. Fair Value Measurements. As of January 1, 2020, we adopted a FASB update to disclosure requirements for fair value measurement, which removed, modified and added certain disclosure requirements related to fair value measurements covered in Topic 820, "Fair Value Measurement." The adoption of this update did not have a material impact on the consolidated financial statements. See Note 10 for additional information. Subsidiary Guarantees. In March 2020, the SEC adopted amendments to the financial disclosure requirements applicable to registered debt offerings that include credit enhancements, such as subsidiary guarantees, in Rule 3-10 of Regulation S-X. The amended rule focuses on providing material, relevant and decision-useful information regarding guarantees and other credit enhancements, while eliminating certain prescriptive requirements. The Company adopted these amendments as of March 31, 2020. Accordingly, combined summarized financial information has been presented only for the issuers and guarantors of our registered securities for the most recent fiscal year and the year-to-date interim period, and the location of the required disclosures has been removed from the Notes to Condensed Consolidated Financial Statements to Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Significant Accounting Policies Update--Accounts Receivable. Accounts receivable consist primarily of receivables from contracts with customers for the sale of ready-mixed concrete, aggregates and other products. Accounts receivable initially are recorded at the transaction amount. We utilize liens or other legal remedies in our collection efforts of certain accounts receivable. Each reporting period, we evaluate the collectability of the receivables and record an allowance for doubtful accounts and customer disputes for our estimated losses on balances that may not be collected in full, which reduces the accounts receivable balance. Additions to the allowance result from a provision for bad debt expense that is recorded to selling, general and administrative expenses. A provision for customer disputes recorded as a reduction to revenue also increases the allowance. Accounts receivable are written off if and when we determine the receivable will not be collected and are reflected as a reduction to the allowance. We determine the amount of bad debt expense and customer dispute losses each reporting period and the resulting adequacy of the allowance at the end of each reporting period by using a combination of historical loss experience, customer-by-customer analysis, subjective assessments of our loss exposure. For accounts receivable balances as of and prior to December 31, 2019, our estimate of allowance for doubtful accounts was based on our estimated probable losses. Beginning January 1, 2020, upon our adoption of ASC 326, our allowance for doubtful accounts is based on our estimated expected losses, and the underlying evaluations include analysis of forward-looking information, including economic conditions. Other Significant Accounting Policies. For our other significant accounting policies, including a description of our business combination valuation methodologies, see Note 1 to the consolidated financial statements in our 2019 10-K. |
BUSINESS COMBINATION
BUSINESS COMBINATION | 3 Months Ended |
Mar. 31, 2020 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATION | BUSINESS COMBINATION On February 24, 2020 , we acquired all of the equity of Coram Materials Corp. and certain of its affiliates (collectively, " Coram Materials "). Coram Materials is a sand and gravel products provider located on Long Island, New York. This acquisition increased the vertical integration of our New York City operations. The acquisition of all of the equity of Coram Materials (the "Coram Acquisition") was accounted for as a business combination. We funded the initial cash purchase consideration through borrowings under our Revolving Facility (as defined in Note 7 ). The combined assets acquired through the Coram Acquisition included an aggregates facility and 330 acres of land, including 180 mining acres with approximately 41.9 million tons of in-place, proven and permitted aggregate reserves and approximately 7.5 million tons of in-place, proven, but unpermitted reserves. To effect this transaction, we incurred $0.5 million of transaction costs, which were included in selling and general administrative expenses in our condensed consolidated statements of operations for the three months ended March 31, 2020 . Our accounting for the Coram Acquisition is preliminary. We expect to record adjustments as we accumulate information needed to estimate the fair value of assets acquired and liabilities assumed, including working capital balances and estimated fair value of property, plant and equipment. The following table presents the total consideration for the Coram Acquisition and the amounts related to the assets acquired and liabilities assumed based on the estimated fair values as of the acquisition date: ($ in millions) Coram Materials Accounts receivable $ 2.0 Inventory 10.0 Other current assets 0.3 Property, plant and equipment 130.9 Total assets acquired 143.2 Current liabilities 0.1 Other long-term liabilities 0.2 Total liabilities assumed 0.3 Total consideration (fair value) (1) $ 142.9 (1) Includes $140.2 million in cash for the initial purchase consideration, fair value deferred consideration of $1.7 million , a trade working capital payable of $1.6 million , less a $0.6 million settlement of accounts payable owed by the Company to Coram Materials at the acquisition date. The maximum amount of deferred consideration is $2.0 million , payable over 2 years . Impact of Coram Acquisition Following the acquisition date and during the three months ended March 31, 2020 , we recorded revenue of $1.6 million and an operating loss of $0.2 million in our condensed consolidated statement of operations for the operations associated with the Coram Acquisition. Included in the operating loss was $1.6 million of costs related to the fair value increase in inventory on hand acquired at the acquisition date. The information presented below reflects the unaudited pro forma combined financial results for the Company, which include and represent our estimate of the first quarter 2020 results of operations as if the Coram Acquisition had been completed on January 1, 2019 . Three Months Ended ($ in millions except per share) 2020 2019 Revenue $ 336.5 $ 337.0 Net loss attributable to U.S. Concrete $ (1.6 ) $ (2.6 ) Net loss per share attributable to U.S. Concrete - basic $ (0.10 ) $ (0.16 ) Net loss per share attributable to U.S. Concrete - diluted $ (0.10 ) $ (0.16 ) The above pro forma results are unaudited and were prepared based on the historical U.S. GAAP results of the Company and the historical results of Coram Materials, based on data provided by the former owners. These results are not necessarily indicative of what the Company's actual results would have been had the acquisition occurred on January 1, 2019 and do not reflect any operational efficiencies or potential cost savings that may occur as a result of consolidation of the operations. The unaudited pro forma amounts above reflect the following adjustments: Three Months Ended ($ in millions) 2020 2019 Decrease (increase) in cost of goods sold related to fair value increase in inventory $ 1.6 $ (0.8 ) Increase in depreciation, depletion and amortization expense (0.9 ) (0.9 ) Exclusion of buyer transaction costs 0.5 — Exclusion of seller transaction costs 0.3 — Increase in interest expense (0.8 ) (1.0 ) Increase in income tax expense (1.1 ) (0.2 ) |
ALLOWANCE FOR DOUBTFUL ACCOUNTS
ALLOWANCE FOR DOUBTFUL ACCOUNTS AND CUSTOMER DISPUTES (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
Credit Loss [Abstract] | |
ALLOWANCE FOR DOUBTFUL ACCOUNTS AND CUSTOMER DISPUTES | ALLOWANCE FOR DOUBTFUL ACCOUNTS AND CUSTOMER DISPUTES ($ in millions) Balance, December 31, 2019 $ 4.0 Cumulative effect of the adoption of ASC 326 4.5 Balance, January 1, 2020 8.5 Provision for doubtful accounts and customer disputes 0.3 Uncollectible receivables written off, net of recoveries (0.7 ) Balance, March 31, 2020 $ 8.1 |
INVENTORIES
INVENTORIES | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES ($ in millions) March 31, 2020 December 31, 2019 Raw materials $ 63.4 $ 53.4 Building materials for resale 4.0 3.6 Other 1.8 2.0 Total $ 69.2 $ 59.0 |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill We perform our annual goodwill impairment testing in the fourth quarter of each year. In addition to the annual impairment test, we are required to regularly assess whether a triggering event has occurred that would require interim impairment testing. We determined that the significant decline in the overall financial markets, including U.S. Concrete's market capitalization, as a result of the COVID-19 pandemic, qualified as a triggering event that warranted further analysis to determine if there was an impairment loss as of March 31, 2020. As allowed, we elected to perform a qualitative assessment for our reporting units to assess whether it was more likely than not that the goodwill was impaired as of March 31, 2020. Considering the existing excess fair value identified in our 2019 impairment assessment, our qualitative assessment included a review of our previous forecasts, assumptions and analyses in light of more current information such as: (1) projected revenues, expenses and cash flows, including the expected duration and extent of impact to our business and our customers from the COVID-19 pandemic; (2) current discount rates; (3) the reduction in our market capitalization; and (4) changes to the regulatory environment. Based on the qualitative assessment, we determined that it was more likely than not that the goodwill was not impaired; therefore, no quantitative assessment was necessary. The accumulated impairment was as follows: ($ in millions) March 31, 2020 December 31, 2019 Goodwill, gross $ 245.3 $ 245.3 Accumulated impairment (5.8 ) (5.8 ) Goodwill, net $ 239.5 $ 239.5 Goodwill by reportable segment was as follows: ($ in millions) March 31, 2020 December 31, 2019 Ready-mixed concrete $ 150.0 $ 150.0 Aggregate products 86.2 86.2 Other non-reportable segments 3.3 3.3 Goodwill, net $ 239.5 $ 239.5 Other Intangible Assets Our purchased intangible assets were as follows: March 31, 2020 ($ in millions) Gross Accumulated Amortization Net Weighted Average Remaining Life (In Years) Definite-lived intangible assets Customer relationships $ 108.5 $ (63.5 ) $ 45.0 3.7 Trade names 44.5 (14.1 ) 30.4 18.9 Non-competes 18.3 (15.8 ) 2.5 2.3 Leasehold interests 12.5 (7.2 ) 5.3 5.3 Favorable contracts 4.0 (3.9 ) 0.1 0.7 Environmental credits 2.8 (0.2 ) 2.6 15.8 Total definite-lived intangible assets 190.6 (104.7 ) 85.9 9.5 Indefinite-lived intangible assets Land rights (1) 1.2 — 1.2 Total purchased intangible assets $ 191.8 $ (104.7 ) $ 87.1 December 31, 2019 ($ in millions) Gross Accumulated Amortization Net Weighted Average Remaining Life (In Years) Definite-lived intangible assets Customer relationships $ 108.5 $ (59.7 ) $ 48.8 3.9 Trade names 44.5 (13.6 ) 30.9 19.1 Non-competes 18.3 (15.3 ) 3.0 2.4 Leasehold interests 12.5 (6.7 ) 5.8 5.4 Favorable contracts 4.0 (3.9 ) 0.1 0.9 Environmental credits 2.8 (0.2 ) 2.6 16.0 Total definite-lived intangible assets 190.6 (99.4 ) 91.2 9.4 Indefinite-lived intangible assets Land rights (1) 1.2 — 1.2 Total purchased intangible assets $ 191.8 $ (99.4 ) $ 92.4 (1) Land rights will be reclassified to property, plant, and equipment upon the division of certain shared properties and settlement of the associated deferred payment. As of March 31, 2020 , the estimated remaining amortization of our definite-lived intangible assets was as follows (in millions): 2020 (remainder of the year) $ 15.6 2021 18.6 2022 12.7 2023 6.3 2024 6.0 Thereafter 26.7 Total $ 85.9 Also included in other long-term obligations and deferred credits in the accompanying condensed consolidated balance sheets were unfavorable lease intangibles with a gross carrying amount of $1.5 million as of both March 31, 2020 and December 31, 2019 , and a net carrying amount of $0.4 million and $0.5 million as of March 31, 2020 and December 31, 2019 , respectively. These unfavorable lease intangibles had a weighted average remaining life of 4.1 years as of March 31, 2020 . We recorded amortization expense for our definite-lived intangible assets and unfavorable lease intangibles of $5.3 million and $6.0 million for the three months ended March 31, 2020 and 2019 |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT ($ in millions) March 31, 2020 December 31, 2019 Senior unsecured notes due 2024 and unamortized premium (1) $ 606.5 $ 606.8 Asset based revolving credit facility 90.3 — Finance leases 82.8 67.3 Promissory notes 18.1 20.4 Debt issuance costs (7.8 ) (7.2 ) Total debt 789.9 687.3 Less: current maturities (27.3 ) (32.5 ) Long-term debt, net of current maturities $ 762.6 $ 654.8 (1) The effective interest rate for these notes was 6.56% as of both March 31, 2020 and December 31, 2019 . See Note 16 for a discussion of a Delayed Draw Term Loan Facility entered into on April 17, 2020. Asset Based Revolving Credit Facility As of March 31, 2020 , we had $19.7 million of undrawn standby letters of credit under our senior secured credit facility ("Revolving Facility"). Loans under the Revolving Facility are in the form of either base rate loans or London Interbank Offered Rate ("LIBOR") loans denominated in U.S. dollars. The interest rate for the facility was 3.50% as of March 31, 2020 . Our actual maximum credit availability under the Revolving Facility varies from time to time and is determined by calculating the value of our eligible accounts receivable, inventory, mixer trucks and machinery, minus reserves imposed by the lenders and certain other adjustments. Our availability under the Revolving Facility at March 31, 2020 was $126.2 million . We are required, upon the occurrence of certain events, to maintain a fixed charge coverage ratio of at least 1.0 to 1.0 for each period of 12 calendar months. As of March 31, 2020 |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
LEASES | LEASES Supplemental balance sheet information related to leases was as follows: ($ in millions) Balance Sheet Classification March 31, 2020 December 31, 2019 Assets: Operating Operating lease assets $ 71.7 $ 69.8 Finance Property, plant and equipment, net 109.4 (1) 91.5 (1) Total lease assets $ 181.1 $ 161.3 Liabilities: Current liabilities: Operating Current operating lease liabilities $ 13.7 $ 12.9 Finance Current maturities of long-term debt 21.1 24.2 Long-term liabilities Operating Long-term operating lease liabilities 61.0 59.7 Finance Long-term debt, net of current maturities 61.7 43.1 Total lease liabilities $ 157.5 $ 139.9 (1) Net of accumulated amortization of $33.3 million and $29.4 million as of March 31, 2020 and December 31, 2019 , respectively. Supplemental statement of operations information related to leases was as follows: Three Months Ended ($ in millions) 2020 2019 Operating lease cost Cost of goods sold before depreciation, depletion and amortization $ 5.5 $ 5.9 Selling, general and administrative expenses 0.7 0.5 Total operating lease cost 6.2 (1) 6.4 (1) Finance lease cost Depreciation, depletion and amortization 3.7 2.7 Interest expense, net 0.8 0.6 Total finance lease cost 4.5 3.3 Total lease cost $ 10.7 $ 9.7 (1) Includes short-term lease and variable lease costs of $1.7 million for the three months ended March 31, 2020 and $1.5 million for the three months ended March 31, 2019 . Maturities of lease liabilities were as follows: ($ in millions) Operating Leases Finance Leases 2020 (remainder of year) $ 13.0 $ 16.5 2021 16.7 25.3 2022 13.2 20.1 2023 11.6 14.5 2024 10.8 8.1 2025 8.0 4.1 Thereafter 18.6 0.5 Total lease payments 91.9 89.1 Less interest 17.2 6.3 Present value of lease liabilities $ 74.7 $ 82.8 Lease term and discount rate were as follows: March 31, 2020 December 31, 2019 Weighted-average remaining lease term: Operating leases 6.6 years 6.6 years Finance leases 3.8 years 3.4 years Weighted-average discount rate: Operating leases 5.8 % 6.2 % Finance leases 3.7 % 3.8 % Supplemental cash flow information related to leases was as follows: Three Months Ended ($ in millions) 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 0.8 $ 4.8 Operating cash flows for finance leases 4.3 0.6 Financing cash flows for finance leases 6.0 5.1 Net assets obtained in exchange for finance lease liabilities 9.7 1.3 Net right-of-use assets obtained in exchange for operating lease liabilities 5.3 0.8 |
LEASES | LEASES Supplemental balance sheet information related to leases was as follows: ($ in millions) Balance Sheet Classification March 31, 2020 December 31, 2019 Assets: Operating Operating lease assets $ 71.7 $ 69.8 Finance Property, plant and equipment, net 109.4 (1) 91.5 (1) Total lease assets $ 181.1 $ 161.3 Liabilities: Current liabilities: Operating Current operating lease liabilities $ 13.7 $ 12.9 Finance Current maturities of long-term debt 21.1 24.2 Long-term liabilities Operating Long-term operating lease liabilities 61.0 59.7 Finance Long-term debt, net of current maturities 61.7 43.1 Total lease liabilities $ 157.5 $ 139.9 (1) Net of accumulated amortization of $33.3 million and $29.4 million as of March 31, 2020 and December 31, 2019 , respectively. Supplemental statement of operations information related to leases was as follows: Three Months Ended ($ in millions) 2020 2019 Operating lease cost Cost of goods sold before depreciation, depletion and amortization $ 5.5 $ 5.9 Selling, general and administrative expenses 0.7 0.5 Total operating lease cost 6.2 (1) 6.4 (1) Finance lease cost Depreciation, depletion and amortization 3.7 2.7 Interest expense, net 0.8 0.6 Total finance lease cost 4.5 3.3 Total lease cost $ 10.7 $ 9.7 (1) Includes short-term lease and variable lease costs of $1.7 million for the three months ended March 31, 2020 and $1.5 million for the three months ended March 31, 2019 . Maturities of lease liabilities were as follows: ($ in millions) Operating Leases Finance Leases 2020 (remainder of year) $ 13.0 $ 16.5 2021 16.7 25.3 2022 13.2 20.1 2023 11.6 14.5 2024 10.8 8.1 2025 8.0 4.1 Thereafter 18.6 0.5 Total lease payments 91.9 89.1 Less interest 17.2 6.3 Present value of lease liabilities $ 74.7 $ 82.8 Lease term and discount rate were as follows: March 31, 2020 December 31, 2019 Weighted-average remaining lease term: Operating leases 6.6 years 6.6 years Finance leases 3.8 years 3.4 years Weighted-average discount rate: Operating leases 5.8 % 6.2 % Finance leases 3.7 % 3.8 % Supplemental cash flow information related to leases was as follows: Three Months Ended ($ in millions) 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 0.8 $ 4.8 Operating cash flows for finance leases 4.3 0.6 Financing cash flows for finance leases 6.0 5.1 Net assets obtained in exchange for finance lease liabilities 9.7 1.3 Net right-of-use assets obtained in exchange for operating lease liabilities 5.3 0.8 |
NON-CONTROLLING INTEREST (Notes
NON-CONTROLLING INTEREST (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
Noncontrolling Interest [Abstract] | |
NON-CONTROLLING INTEREST | NON-CONTROLLING INTEREST Through its ownership of Polaris Materials Corp., the Company previously held a 70% interest in Eagle Rock Materials Ltd. ("Eagle Rock"), which was originally formed to develop the Eagle Rock quarry project in British Columbia, Canada. During the three months ended March 31, 2020, all ownership interest in Eagle Rock reverted back to the Company such that Eagle Rock is now a wholly-owned subsidiary. This resulted in the elimination of the previously recorded $3.3 million |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The methodologies and the fair value measurement levels used to determine the fair value of our financial assets and liabilities at March 31, 2020 were the same as those used at December 31, 2019. The following table provides a reconciliation of the changes in Level 3 fair value measurements: ($ in millions) Contingent Consideration Balance at December 31, 2019 $ 27.2 Change in valuation 0.3 Payments (2.0 ) Balance at March 31, 2020 $ 25.5 Inputs for the discounted cash flow technique used to value our acquisition-related contingent consideration were as follows: March 31, 2020 December 31, 2019 Range of discount rates 4.98% - 6.38% 3.70% - 7.46% Weighted-average discount rate 4.94 % 4.99 % Payment cap (in millions) $ 26.8 $ 28.8 Expected payment period remaining (in years) 0-3 0-3 Management projections of the payout criteria EBITDA/Volumes EBITDA/Volumes Other Financial Instruments 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 $538.5 million as of March 31, 2020 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION We grant stock-based compensation awards to management, employees and non-employee directors under the U.S. Concrete, Inc. Long Term Incentive Plan (the "LTI Plan"). As of March 31, 2020 , there were approximately 23,000 shares remaining for future issuance under the LTI Plan. Stock-based compensation may include stock options, stock appreciation rights, restricted stock awards, restricted stock units, cash-settled equity awards and performance awards. Stock-Based Compensation Cost We recognized stock-based compensation expense of $3.7 million during the three months ended March 31, 2020 and $1.7 million during the three months ended March 31, 2019 . Stock-based compensation expense is reflected in selling, general and administrative expenses in our consolidated statements of operations. 2020 Restricted Stock Unit Grant On March 1, 2020, the Compensation Committee of the Board of Directors approved grants of 0.4 million restricted stock units (the " 2020 RSU Grant"). The 2020 RSU Grant consisted of a 60% time-vested component that vests annually over a three -year period and a 40% stock performance hurdle component. The stock performance hurdle component triggers vesting upon our stock price reaching certain thresholds and may vest up to 200% of the target number of performance stock units granted. The fair value of the 2020 RSU Grant subject only to time-based vesting restrictions was determined based upon the closing price of our common stock on the effective date of the grant. The fair value of the 2020 RSU Grant subject to market performance hurdles was determined utilizing a Monte Carlo financial valuation model. Compensation expense determined utilizing the Monte Carlo simulation is recognized regardless of whether the common stock reaches the defined thresholds, provided that each grantee remains an employee at the end of the expected term. The assumptions used to estimate the fair value of performance-based restricted stock units granted in 2020 were as follows: 2020 Expected term (years) 1.1 to 1.6 Expected volatility 43.8% Risk-free interest rate 0.9% Vesting price (1) $43.23 - $55.21 Grant date fair value per share $11.49 - $16.24 (1) The vesting price is the average of the daily volume-weighted average share price of U.S. Concrete's common stock over any period of 20 consecutive trading days within the three -year period beginning on the date of grant. These hurdles were established on March 1, 2020 . |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES We recorded an income tax benefit of $4.9 million for the three months ended March 31, 2020 . Our effective tax rate differed substantially from the statutory tax rate primarily due to additional tax benefits recognized related to the Coronavirus Aid, Relief and Economic Security Act ("CARES Act") enacted on March 27, 2020. The CARES Act, among other things, modified the business interest deduction limitation for tax years beginning in 2019 and 2020 from 30% of adjusted taxable income ("ATI") to 50% of ATI. As a result, we recorded an additional tax benefit of $3.2 million in the three months ended March 31, 2020 to reflect the CARES Act change to our estimated interest limitation for the year ended December 31, 2019 . This tax benefit was partially offset by a net tax shortfall for share-based compensation. In addition to the interest limitation change, the CARES Act includes modifications for net operating loss carryovers and carrybacks, immediate refund of alternative minimum tax credit carryovers and a technical correction to the Tax Cuts and Jobs Act of 2017 (the "2017 Act") for qualified improvement property. Absent a change in the interpretation of the calculation of ATI for purposes of the business interest limitation as provided in the proposed regulations issued in November 2018, we do not anticipate these provisions will have a material impact on the Company. The CARES Act also includes non-income tax relief for which the Company currently expects to benefit, including the deferral of certain payroll tax payments and payroll tax credits for retaining certain employees. For the three months ended March 31, 2019 , we recorded an income tax benefit of $0.7 million . For the period ended March 31, 2019 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS (LOSS) PER SHARE Potentially dilutive shares totaling 0.9 million for the three months ended March 31, 2020 and 0.2 million for the three months ended March 31, 2019 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Legal Proceedings From time to time, and currently, we are subject to various claims and litigation brought by employees, customers and other third parties for, among other matters, personal injuries, property damages, product defects and delay damages that have, or allegedly have, resulted from the conduct of our operations. As a result of these types of claims and litigation, we must periodically evaluate the probability of damages being assessed against us and the range of possible outcomes. In each reporting period, if we determine that the likelihood of damages being assessed against us is probable, and if we believe we can estimate a range of possible outcomes, then we will record a liability. The amount of the liability will be based upon a specific estimate, if we believe a specific estimate to be likely, or it will reflect the low end of our range. Currently, there are no material legal proceedings pending against us. In the future, we may receive funding deficiency demands related to multi-employer pension plans to which we contribute. We are unable to estimate the amount of any potential future funding deficiency demands because the actions of each of the other contributing employers in the plans has an effect on each of the other contributing employers, and the development of a rehabilitation plan by the trustees and subsequent submittal to and approval by the Internal Revenue Service is not predictable. Further, the allocation of fund assets and return assumptions by trustees are variable, as are actual investment returns relative to the plan assumptions. As of May 5, 2020 , there were no material product defect claims pending against us. Accordingly, our existing accruals for claims against us do not reflect any material amounts relating to product defect claims. While our management is not aware of any facts that would reasonably be expected to lead to material product defect claims against us that would have a material adverse effect on our business, financial condition or results of operations, it is possible that claims could be asserted against us in the future. We do not maintain insurance that would cover all damages resulting from product defect claims. In particular, we generally do not maintain insurance coverage for the cost of removing and rebuilding structures. In addition, our indemnification arrangements with contractors or others, when obtained, generally provide only limited protection against product defect claims. Due to inherent uncertainties associated with estimating unasserted claims in our business, we cannot estimate the amount of any future loss that may be attributable to such unasserted product defect claims related to ready-mixed concrete we have delivered prior to March 31, 2020 . We believe that the resolution of any litigation currently pending or threatened against us or any of our subsidiaries will not materially exceed our existing accruals for those matters. However, because of the inherent uncertainty of litigation, there is a risk that we may have to increase our accruals for one or more claims or proceedings to which we or any of our subsidiaries is a party as more information becomes available or proceedings progress, and any such increase in accruals could have a material adverse effect on our consolidated financial condition or results of operations. We expect in the future that we and our operating subsidiaries will, from time to time, be a party to litigation or administrative proceedings that arise in the normal course of our business. We are subject to federal, state and local environmental laws and regulations concerning, among other matters, air emissions and wastewater discharge. Our management believes we are in substantial compliance with applicable environmental laws and regulations. From time to time, we receive claims from federal and state environmental regulatory agencies and entities asserting that we may be in violation of environmental laws and regulations. Based on experience and the information currently available, our management does not believe that these claims will materially exceed our related accruals. Despite compliance and experience, it is possible that we could be held liable for future charges, which might be material, but are not currently known to us or cannot be estimated by us. In addition, changes in federal or state laws, regulations or requirements, or discovery of currently unknown conditions, could require additional expenditures. As permitted under Delaware law, we have agreements that provide indemnification of officers and directors for certain events or occurrences while the officer or director is or was serving at our request in such capacity. The maximum potential amount of future payments that we could be required to make under these indemnification agreements is not limited; however, we have a director and officer insurance policy that potentially limits our exposure and enables us to recover a portion of future amounts that may be paid. As a result of the insurance policy coverage, we believe the potential liability of these indemnification agreements is minimal. Accordingly, we have not recorded any liabilities for these agreements as of March 31, 2020 . We and our subsidiaries are parties to agreements that require us to provide indemnification in certain instances when we acquire businesses and real estate and in the ordinary course of business with our customers, suppliers, lessors and service providers. As of May 5, 2020 , there were no material pending claims related to such indemnification. Insurance Programs We maintain third-party insurance coverage against certain workers’ compensation, automobile and general liability risks. Under certain components of our insurance program, we share the risk of loss with our insurance underwriters by maintaining high deductibles subject to aggregate annual loss limitations. Generally, our insurance program deductible retentions per occurrence are $1.0 million to $2.0 million for workers’ compensation and general liability and $2.0 million to $10.0 million for automobile, although certain of our operations are self-insured for workers’ compensation. We record an expense for expected losses under the programs. The expected losses are determined using a combination of our historical loss experience and subjective assessments of our future loss exposure. The estimated losses are subject to uncertainty, including changes in claims reporting patterns, claims settlement patterns, judicial decisions, legislation and economic conditions. Although we believe that the estimated losses we have recorded are reasonable, significant differences related to the items noted above could materially affect our insurance obligations and future expense. The amount accrued for self-insurance claims, which was recorded in accrued liabilities and other long-term obligations and deferred credits, was $24.3 million as of March 31, 2020 and $23.3 million as of December 31, 2019 . Performance Bonds In the normal course of business, we and our subsidiaries were contingently liable under $16.4 million in performance bonds that various contractors, states and municipalities have required as of March 31, 2020 . The bonds principally relate to construction contracts, reclamation obligations, licensing and permitting. We and our subsidiaries have indemnified the underwriting insurance company against any exposure under the performance bonds. No material claims have been made against these bonds. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION Our two reportable segments consist of ready-mixed concrete and aggregate products as described below. Our ready-mixed concrete segment produces and sells ready-mixed concrete. This segment serves the following markets: Texas, California, New York City, New Jersey, Washington, D.C., Philadelphia, Oklahoma and the U.S. Virgin Islands. Our aggregate products segment produces crushed stone, sand and gravel and serves the markets in which our ready-mixed concrete segment operates as well as the West Coast and Hawaii. Other operations and products not associated with a reportable segment include our aggregates distribution operations, building materials stores, hauling operations, ARIDUS ® Rapid Drying Concrete technology, brokered product sales and recycled aggregates. Our customers are generally involved in the construction industry, which is a cyclical business and is subject to general and more localized economic conditions. In addition, our business is impacted by seasonal variations in weather conditions, which vary by regional market. Accordingly, demand for our products and services during the winter months is typically lower than in other months of the year because of inclement weather. Also, sustained periods of inclement weather and other adverse weather conditions could cause the delay of construction projects during other times of the year. Our chief operating decision maker evaluates segment performance and allocates resources based on Adjusted EBITDA. We define Adjusted EBITDA as our net income (loss), 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 and purchase accounting adjustments for inventory. Acquisition-related costs consist of fees and expenses for accountants, lawyers and other professionals incurred during the negotiation and closing of strategic acquisitions and certain acquired entities' management severance costs. Acquisition-related costs do not include fees or expenses associated with post-closing integration of strategic acquisitions. Many of the impacts excluded to derive Adjusted EBITDA are similar to those excluded in calculating our compliance with our debt covenants. We consider Adjusted EBITDA to be an indicator of the operational strength and performance of our business. We have included Adjusted EBITDA because it is a key financial measure used by our management to (1) internally measure our operating performance and (2) assess our ability to service our debt, incur additional debt, and meet our capital expenditure requirements. Adjusted EBITDA should not be construed as an alternative to, or a better indicator of, operating income or loss, is not based on U.S. GAAP, and is not a measure of our cash flows or ability to fund our cash needs. Our measurements of Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies and may not be comparable to similarly titled measures used in the agreements governing our debt. We generally account for inter-segment sales at market prices. Corporate includes executive, administrative, financial, legal, human resources, business development and risk management activities that are not allocated to reportable segments and are excluded from segment Adjusted EBITDA. Eliminations include transactions to account for intercompany activity. The following tables set forth certain financial information relating to our operations by reportable segment ($ in millions): Three Months Ended 2020 2019 Revenue by Segment: Ready-mixed concrete Sales to external customers $ 292.2 $ 290.4 Aggregate products Sales to external customers 31.1 31.8 Intersegment sales 12.5 11.1 Total aggregate products 43.6 42.9 Total reportable segment revenue 335.8 333.3 Other products and eliminations (1.4 ) (0.2 ) Total revenue $ 334.4 $ 333.1 Reportable Segment Adjusted EBITDA: Ready-mixed concrete $ 31.7 $ 34.5 Aggregate products 11.3 10.4 Total reportable segment Adjusted EBITDA $ 43.0 $ 44.9 Reconciliation of Total Reportable Segment Adjusted EBITDA to Net Income: Total reportable segment Adjusted EBITDA $ 43.0 $ 44.9 Other products and eliminations from operations 0.1 (0.1 ) Corporate overhead (15.6 ) (14.5 ) Depreciation, depletion and amortization for reportable segments (21.8 ) (20.8 ) Interest expense, net (11.4 ) (11.6 ) Change in value of contingent consideration for reportable segments (0.3 ) (1.0 ) Purchase accounting adjustments for inventory (1.6 ) — Loss on mixer truck fire — (0.6 ) Corporate, other products and eliminations other income (loss), net (0.1 ) 0.4 Income (loss) from operations before income taxes (7.7 ) (3.3 ) Income tax benefit (expense) 4.9 0.7 Net income (loss) $ (2.8 ) $ (2.6 ) Three Months Ended 2020 2019 Capital Expenditures: Ready-mixed concrete $ 4.4 $ 5.8 Aggregate products 2.8 1.2 Other products and corporate 0.1 0.2 Total capital expenditures $ 7.3 $ 7.2 Three Months Ended 2020 2019 Revenue by Product: Ready-mixed concrete $ 292.2 $ 290.4 Aggregate products 31.1 31.8 Aggregates distribution 3.7 5.3 Building materials 6.3 4.6 Other 1.1 1.0 Total revenue $ 334.4 $ 333.1 March 31, 2020 December 31, 2019 Identifiable Property, Plant and Equipment Assets: Ready-mixed concrete $ 290.8 $ 286.4 Aggregate products 487.1 359.6 Other products and corporate 26.1 27.5 Total identifiable assets $ 804.0 $ 673.5 |
SUBSEQUENT EVENT - DELAYED DRAW
SUBSEQUENT EVENT - DELAYED DRAW TERM AGREEMENT (Notes) | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENT - DELAYED DRAW TERM AGREEMENT | SUBSEQUENT EVENT - DELAYED DRAW TERM AGREEMENT On April 17, 2020, the Company entered into a secured delayed draw term loan agreement (the "Agreement") with certain subsidiaries guarantors thereto, Bank of America, N.A. as administrative agent and collateral agent, and the lenders and other parties named therein. The Agreement provides for a $180.0 million delayed draw term loan facility (the "Credit Facility"). The Agreement permits borrowings until December 15, 2021, and any such borrowings will mature May 1, 2025 (subject to a springing maturity on March 1, 2024 to the extent any of our 2024 Notes remain outstanding on such date). In connection with entering into the Agreement, we incurred $1.0 million of debt issuance costs. We entered into the Agreement to enhance our liquidity and financial flexibility. Borrowings under the Agreement bear interest at our option of either: (1) LIBOR (subject to a floor of 0.75% ) plus a margin ranging from 2.75% to 3.75% or (2) a base rate (which is equal to the greatest of the prime rate, the Federal Funds effective rate plus 0.50% and LIBOR plus 1.00% , and is subject to a floor of 1.75% ) plus a margin ranging from 1.75% to 2.75% . The applicable margin depends on the aggregate amount borrowed. Additionally, each draw on the Credit Facility will be issued at a price of 99.0% of the amount drawn. The Agreement is secured by a first priority lien and security interest on certain real property of the subsidiary guarantors and substantially all of the personal property of the Company and its subsidiary guarantors that is not secured by a first priority security interest under our Revolving Facility (the "Revolving Facility Collateral") and a second priority security interest on the Revolving Facility Collateral. The Agreement contains customary representations, warranties, covenants and events of default but does not contain any financial maintenance covenants. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements include the accounts of U.S. Concrete, Inc. and its subsidiaries (collectively, "we," "us," "our," the "Company," or "U.S. Concrete") and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") for reporting interim financial information. Some information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP") have been condensed or omitted pursuant to the SEC’s rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes in our Annual Report on Form 10-K for the year ended December 31, 2019 (the " 2019 10-K"). In the opinion of our management, all material adjustments necessary to state fairly the information in our unaudited condensed consolidated financial statements have been included. All adjustments are of a normal or recurring nature. All amounts are presented in United States dollars, unless otherwise noted. Certain computations may be impacted by the effect of rounding in this report. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. Certain reclassifications have been made to prior year amounts to conform with the current year presentation. |
Use of Estimates | The preparation of financial statements and accompanying notes in conformity with U.S. GAAP requires the use of estimates and assumptions by management in determining the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. 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 business combinations, goodwill, intangibles, accruals for self-insurance, income taxes, valuation of contingent consideration, allowance of doubtful accounts, the valuation of inventory and the valuation and useful lives of property, plant and equipment. |
Recent Accounting Pronouncements | Credit Losses. As of January 1, 2020, we adopted Financial Accounting Standards Board ("FASB") Accounting Standards Codification 326, "Current Expected Credit Losses" ("ASC 326"). While the prior accounting rules used a model of incurred losses to estimate credit losses on certain types of financial instruments, including trade accounts receivable, ASC 326 requires entities to use a forward-looking approach based on expected losses, which when applied may result in the earlier recognition of allowances for losses. As required by the standard, upon adoption we applied the model on a prospective basis and recorded a cumulative-effect adjustment, net of taxes, of $3.3 million to opening retained earnings for the impact of the addition to the allowance for doubtful accounts. Fair Value Measurements. As of January 1, 2020, we adopted a FASB update to disclosure requirements for fair value measurement, which removed, modified and added certain disclosure requirements related to fair value measurements covered in Topic 820, "Fair Value Measurement." The adoption of this update did not have a material impact on the consolidated financial statements. See Note 10 for additional information. Subsidiary Guarantees. In March 2020, the SEC adopted amendments to the financial disclosure requirements applicable to registered debt offerings that include credit enhancements, such as subsidiary guarantees, in Rule 3-10 of Regulation S-X. The amended rule focuses on providing material, relevant and decision-useful information regarding guarantees and other credit enhancements, while eliminating certain prescriptive requirements. The Company adopted these amendments as of March 31, 2020. Accordingly, combined summarized financial information has been presented only for the issuers and guarantors of our registered securities for the most recent fiscal year and the year-to-date interim period, and the location of the required disclosures has been removed from the Notes to Condensed Consolidated Financial Statements to Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Significant Accounting Policies Update--Accounts Receivable. Accounts receivable consist primarily of receivables from contracts with customers for the sale of ready-mixed concrete, aggregates and other products. Accounts receivable initially are recorded at the transaction amount. We utilize liens or other legal remedies in our collection efforts of certain accounts receivable. Each reporting period, we evaluate the collectability of the receivables and record an allowance for doubtful accounts and customer disputes for our estimated losses on balances that may not be collected in full, which reduces the accounts receivable balance. Additions to the allowance result from a provision for bad debt expense that is recorded to selling, general and administrative expenses. A provision for customer disputes recorded as a reduction to revenue also increases the allowance. Accounts receivable are written off if and when we determine the receivable will not be collected and are reflected as a reduction to the allowance. We determine the amount of bad debt expense and customer dispute losses each reporting period and the resulting adequacy of the allowance at the end of each reporting period by using a combination of historical loss experience, customer-by-customer analysis, subjective assessments of our loss exposure. For accounts receivable balances as of and prior to December 31, 2019, our estimate of allowance for doubtful accounts was based on our estimated probable losses. Beginning January 1, 2020, upon our adoption of ASC 326, our allowance for doubtful accounts is based on our estimated expected losses, and the underlying evaluations include analysis of forward-looking information, including economic conditions. |
BUSINESS COMBINATION (Tables)
BUSINESS COMBINATION (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 Coram Acquisition and the amounts related to the assets acquired and liabilities assumed based on the estimated fair values as of the acquisition date: ($ in millions) Coram Materials Accounts receivable $ 2.0 Inventory 10.0 Other current assets 0.3 Property, plant and equipment 130.9 Total assets acquired 143.2 Current liabilities 0.1 Other long-term liabilities 0.2 Total liabilities assumed 0.3 Total consideration (fair value) (1) $ 142.9 |
Schedule of Unaudited Pro Forma Information | The information presented below reflects the unaudited pro forma combined financial results for the Company, which include and represent our estimate of the first quarter 2020 results of operations as if the Coram Acquisition had been completed on January 1, 2019 . Three Months Ended ($ in millions except per share) 2020 2019 Revenue $ 336.5 $ 337.0 Net loss attributable to U.S. Concrete $ (1.6 ) $ (2.6 ) Net loss per share attributable to U.S. Concrete - basic $ (0.10 ) $ (0.16 ) Net loss per share attributable to U.S. Concrete - diluted $ (0.10 ) $ (0.16 ) |
Schedule of Adjustments Reflected in Pro Forma Net Income (Loss) and Net Income (Loss) Per Share Amounts | The unaudited pro forma amounts above reflect the following adjustments: Three Months Ended ($ in millions) 2020 2019 Decrease (increase) in cost of goods sold related to fair value increase in inventory $ 1.6 $ (0.8 ) Increase in depreciation, depletion and amortization expense (0.9 ) (0.9 ) Exclusion of buyer transaction costs 0.5 — Exclusion of seller transaction costs 0.3 — Increase in interest expense (0.8 ) (1.0 ) Increase in income tax expense (1.1 ) (0.2 ) |
ALLOWANCE FOR DOUBTFUL ACCOUN_2
ALLOWANCE FOR DOUBTFUL ACCOUNTS AND CUSTOMER DISPUTES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Credit Loss [Abstract] | |
Allowance for Doubtful Accounts and Customer Disputes | ($ in millions) Balance, December 31, 2019 $ 4.0 Cumulative effect of the adoption of ASC 326 4.5 Balance, January 1, 2020 8.5 Provision for doubtful accounts and customer disputes 0.3 Uncollectible receivables written off, net of recoveries (0.7 ) Balance, March 31, 2020 $ 8.1 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | ($ in millions) March 31, 2020 December 31, 2019 Raw materials $ 63.4 $ 53.4 Building materials for resale 4.0 3.6 Other 1.8 2.0 Total $ 69.2 $ 59.0 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill by Reportable Segment | The accumulated impairment was as follows: ($ in millions) March 31, 2020 December 31, 2019 Goodwill, gross $ 245.3 $ 245.3 Accumulated impairment (5.8 ) (5.8 ) Goodwill, net $ 239.5 $ 239.5 Goodwill by reportable segment was as follows: ($ in millions) March 31, 2020 December 31, 2019 Ready-mixed concrete $ 150.0 $ 150.0 Aggregate products 86.2 86.2 Other non-reportable segments 3.3 3.3 Goodwill, net $ 239.5 $ 239.5 |
Schedule of Purchased Finite-Lived Intangible Assets | Our purchased intangible assets were as follows: March 31, 2020 ($ in millions) Gross Accumulated Amortization Net Weighted Average Remaining Life (In Years) Definite-lived intangible assets Customer relationships $ 108.5 $ (63.5 ) $ 45.0 3.7 Trade names 44.5 (14.1 ) 30.4 18.9 Non-competes 18.3 (15.8 ) 2.5 2.3 Leasehold interests 12.5 (7.2 ) 5.3 5.3 Favorable contracts 4.0 (3.9 ) 0.1 0.7 Environmental credits 2.8 (0.2 ) 2.6 15.8 Total definite-lived intangible assets 190.6 (104.7 ) 85.9 9.5 Indefinite-lived intangible assets Land rights (1) 1.2 — 1.2 Total purchased intangible assets $ 191.8 $ (104.7 ) $ 87.1 December 31, 2019 ($ in millions) Gross Accumulated Amortization Net Weighted Average Remaining Life (In Years) Definite-lived intangible assets Customer relationships $ 108.5 $ (59.7 ) $ 48.8 3.9 Trade names 44.5 (13.6 ) 30.9 19.1 Non-competes 18.3 (15.3 ) 3.0 2.4 Leasehold interests 12.5 (6.7 ) 5.8 5.4 Favorable contracts 4.0 (3.9 ) 0.1 0.9 Environmental credits 2.8 (0.2 ) 2.6 16.0 Total definite-lived intangible assets 190.6 (99.4 ) 91.2 9.4 Indefinite-lived intangible assets Land rights (1) 1.2 — 1.2 Total purchased intangible assets $ 191.8 $ (99.4 ) $ 92.4 (1) Land rights will be reclassified to property, plant, and equipment upon the division of certain shared properties and settlement of the associated deferred payment. |
Schedule of Purchased Indefinite-Lived Intangible Assets | Our purchased intangible assets were as follows: March 31, 2020 ($ in millions) Gross Accumulated Amortization Net Weighted Average Remaining Life (In Years) Definite-lived intangible assets Customer relationships $ 108.5 $ (63.5 ) $ 45.0 3.7 Trade names 44.5 (14.1 ) 30.4 18.9 Non-competes 18.3 (15.8 ) 2.5 2.3 Leasehold interests 12.5 (7.2 ) 5.3 5.3 Favorable contracts 4.0 (3.9 ) 0.1 0.7 Environmental credits 2.8 (0.2 ) 2.6 15.8 Total definite-lived intangible assets 190.6 (104.7 ) 85.9 9.5 Indefinite-lived intangible assets Land rights (1) 1.2 — 1.2 Total purchased intangible assets $ 191.8 $ (104.7 ) $ 87.1 December 31, 2019 ($ in millions) Gross Accumulated Amortization Net Weighted Average Remaining Life (In Years) Definite-lived intangible assets Customer relationships $ 108.5 $ (59.7 ) $ 48.8 3.9 Trade names 44.5 (13.6 ) 30.9 19.1 Non-competes 18.3 (15.3 ) 3.0 2.4 Leasehold interests 12.5 (6.7 ) 5.8 5.4 Favorable contracts 4.0 (3.9 ) 0.1 0.9 Environmental credits 2.8 (0.2 ) 2.6 16.0 Total definite-lived intangible assets 190.6 (99.4 ) 91.2 9.4 Indefinite-lived intangible assets Land rights (1) 1.2 — 1.2 Total purchased intangible assets $ 191.8 $ (99.4 ) $ 92.4 (1) Land rights will be reclassified to property, plant, and equipment upon the division of certain shared properties and settlement of the associated deferred payment. |
Schedule of Estimated Remaining Amortization of Definite-Lived Intangible Assets | As of March 31, 2020 , the estimated remaining amortization of our definite-lived intangible assets was as follows (in millions): 2020 (remainder of the year) $ 15.6 2021 18.6 2022 12.7 2023 6.3 2024 6.0 Thereafter 26.7 Total $ 85.9 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Debt and Capital Leases | ($ in millions) March 31, 2020 December 31, 2019 Senior unsecured notes due 2024 and unamortized premium (1) $ 606.5 $ 606.8 Asset based revolving credit facility 90.3 — Finance leases 82.8 67.3 Promissory notes 18.1 20.4 Debt issuance costs (7.8 ) (7.2 ) Total debt 789.9 687.3 Less: current maturities (27.3 ) (32.5 ) Long-term debt, net of current maturities $ 762.6 $ 654.8 (1) The effective interest rate for these notes was 6.56% as of both March 31, 2020 and December 31, 2019 . |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Balance Sheet Classification of Leases | Supplemental balance sheet information related to leases was as follows: ($ in millions) Balance Sheet Classification March 31, 2020 December 31, 2019 Assets: Operating Operating lease assets $ 71.7 $ 69.8 Finance Property, plant and equipment, net 109.4 (1) 91.5 (1) Total lease assets $ 181.1 $ 161.3 Liabilities: Current liabilities: Operating Current operating lease liabilities $ 13.7 $ 12.9 Finance Current maturities of long-term debt 21.1 24.2 Long-term liabilities Operating Long-term operating lease liabilities 61.0 59.7 Finance Long-term debt, net of current maturities 61.7 43.1 Total lease liabilities $ 157.5 $ 139.9 (1) Net of accumulated amortization of $33.3 million and $29.4 million as of March 31, 2020 and December 31, 2019 , respectively. Lease term and discount rate were as follows: March 31, 2020 December 31, 2019 Weighted-average remaining lease term: Operating leases 6.6 years 6.6 years Finance leases 3.8 years 3.4 years Weighted-average discount rate: Operating leases 5.8 % 6.2 % Finance leases 3.7 % 3.8 % |
Lease Cost | Three Months Ended ($ in millions) 2020 2019 Operating lease cost Cost of goods sold before depreciation, depletion and amortization $ 5.5 $ 5.9 Selling, general and administrative expenses 0.7 0.5 Total operating lease cost 6.2 (1) 6.4 (1) Finance lease cost Depreciation, depletion and amortization 3.7 2.7 Interest expense, net 0.8 0.6 Total finance lease cost 4.5 3.3 Total lease cost $ 10.7 $ 9.7 (1) Includes short-term lease and variable lease costs of $1.7 million for the three months ended March 31, 2020 and $1.5 million for the three months ended March 31, 2019 . Supplemental cash flow information related to leases was as follows: Three Months Ended ($ in millions) 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 0.8 $ 4.8 Operating cash flows for finance leases 4.3 0.6 Financing cash flows for finance leases 6.0 5.1 Net assets obtained in exchange for finance lease liabilities 9.7 1.3 Net right-of-use assets obtained in exchange for operating lease liabilities 5.3 0.8 |
Operating Lease Maturity Schedule | Maturities of lease liabilities were as follows: ($ in millions) Operating Leases Finance Leases 2020 (remainder of year) $ 13.0 $ 16.5 2021 16.7 25.3 2022 13.2 20.1 2023 11.6 14.5 2024 10.8 8.1 2025 8.0 4.1 Thereafter 18.6 0.5 Total lease payments 91.9 89.1 Less interest 17.2 6.3 Present value of lease liabilities $ 74.7 $ 82.8 |
Finance Lease Maturity Schedule | Maturities of lease liabilities were as follows: ($ in millions) Operating Leases Finance Leases 2020 (remainder of year) $ 13.0 $ 16.5 2021 16.7 25.3 2022 13.2 20.1 2023 11.6 14.5 2024 10.8 8.1 2025 8.0 4.1 Thereafter 18.6 0.5 Total lease payments 91.9 89.1 Less interest 17.2 6.3 Present value of lease liabilities $ 74.7 $ 82.8 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Reconciliation of the Changes in Level 3 Fair Value Measurements | The following table provides a reconciliation of the changes in Level 3 fair value measurements: ($ in millions) Contingent Consideration Balance at December 31, 2019 $ 27.2 Change in valuation 0.3 Payments (2.0 ) Balance at March 31, 2020 $ 25.5 |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques | nputs for the discounted cash flow technique used to value our acquisition-related contingent consideration were as follows: March 31, 2020 December 31, 2019 Range of discount rates 4.98% - 6.38% 3.70% - 7.46% Weighted-average discount rate 4.94 % 4.99 % Payment cap (in millions) $ 26.8 $ 28.8 Expected payment period remaining (in years) 0-3 0-3 Management projections of the payout criteria EBITDA/Volumes EBITDA/Volumes |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Valuation Assumptions | The assumptions used to estimate the fair value of performance-based restricted stock units granted in 2020 were as follows: 2020 Expected term (years) 1.1 to 1.6 Expected volatility 43.8% Risk-free interest rate 0.9% Vesting price (1) $43.23 - $55.21 Grant date fair value per share $11.49 - $16.24 (1) The vesting price is the average of the daily volume-weighted average share price of U.S. Concrete's common stock over any period of 20 consecutive trading days within the three -year period beginning on the date of grant. These hurdles were established on March 1, 2020 . |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Certain Financial Information Relating to Continuing Operations by Reportable Segment | The following tables set forth certain financial information relating to our operations by reportable segment ($ in millions): Three Months Ended 2020 2019 Revenue by Segment: Ready-mixed concrete Sales to external customers $ 292.2 $ 290.4 Aggregate products Sales to external customers 31.1 31.8 Intersegment sales 12.5 11.1 Total aggregate products 43.6 42.9 Total reportable segment revenue 335.8 333.3 Other products and eliminations (1.4 ) (0.2 ) Total revenue $ 334.4 $ 333.1 Reportable Segment Adjusted EBITDA: Ready-mixed concrete $ 31.7 $ 34.5 Aggregate products 11.3 10.4 Total reportable segment Adjusted EBITDA $ 43.0 $ 44.9 Reconciliation of Total Reportable Segment Adjusted EBITDA to Net Income: Total reportable segment Adjusted EBITDA $ 43.0 $ 44.9 Other products and eliminations from operations 0.1 (0.1 ) Corporate overhead (15.6 ) (14.5 ) Depreciation, depletion and amortization for reportable segments (21.8 ) (20.8 ) Interest expense, net (11.4 ) (11.6 ) Change in value of contingent consideration for reportable segments (0.3 ) (1.0 ) Purchase accounting adjustments for inventory (1.6 ) — Loss on mixer truck fire — (0.6 ) Corporate, other products and eliminations other income (loss), net (0.1 ) 0.4 Income (loss) from operations before income taxes (7.7 ) (3.3 ) Income tax benefit (expense) 4.9 0.7 Net income (loss) $ (2.8 ) $ (2.6 ) Three Months Ended 2020 2019 Capital Expenditures: Ready-mixed concrete $ 4.4 $ 5.8 Aggregate products 2.8 1.2 Other products and corporate 0.1 0.2 Total capital expenditures $ 7.3 $ 7.2 Three Months Ended 2020 2019 Revenue by Product: Ready-mixed concrete $ 292.2 $ 290.4 Aggregate products 31.1 31.8 Aggregates distribution 3.7 5.3 Building materials 6.3 4.6 Other 1.1 1.0 Total revenue $ 334.4 $ 333.1 March 31, 2020 December 31, 2019 Identifiable Property, Plant and Equipment Assets: Ready-mixed concrete $ 290.8 $ 286.4 Aggregate products 487.1 359.6 Other products and corporate 26.1 27.5 Total identifiable assets $ 804.0 $ 673.5 |
RECENT ACCOUNTING PRONOUNCEME_2
RECENT ACCOUNTING PRONOUNCEMENTS, SEC FINANCIAL DISCLOSURE REQUIREMENTS AND SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Millions | Jan. 01, 2020USD ($) |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Cumulative-effect adjustment upon adoption of ASC 326, net of taxes (Note 2) | $ (3.3) |
Accounting Standards Update 2016-13 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Cumulative-effect adjustment upon adoption of ASC 326, net of taxes (Note 2) | $ (3.3) |
BUSINESS COMBINATION - Addition
BUSINESS COMBINATION - Additional Information (Narrative) (Details) T in Millions, $ in Millions | Feb. 24, 2020USD ($)aT | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) |
Business Acquisition [Line Items] | |||
Acquisitions funded by deferred consideration | $ 1.7 | $ 0 | |
Coram Material Corp. | |||
Business Acquisition [Line Items] | |||
Total consideration (fair value) | $ 142.9 | ||
Consideration satisfied in cash | 140.2 | ||
Acquisitions funded by deferred consideration | 1.7 | ||
Working capital payable | $ 1.6 | ||
Area of land (acres) | a | 330 | ||
Area of land, mining acres (acres) | a | 180 | ||
Proven aggregate reserves (tons) | T | 41.9 | ||
Proven but unpermitted aggregate reserves (tons) | T | 7.5 | ||
Transaction costs | $ 0.5 |
BUSINESS COMBINATION - Summary
BUSINESS COMBINATION - Summary of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Feb. 24, 2020 | Mar. 31, 2020 | Mar. 31, 2019 |
Business Acquisition [Line Items] | |||
Acquisitions funded by deferred consideration | $ 1.7 | $ 0 | |
Coram Material Corp. | |||
Business Acquisition [Line Items] | |||
Accounts receivable | $ 2 | ||
Inventory | 10 | ||
Other current assets | 0.3 | ||
Property, plant and equipment | 130.9 | ||
Total assets acquired | 143.2 | ||
Current liabilities | 0.1 | ||
Other long-term liabilities | 0.2 | ||
Total liabilities assumed | 0.3 | ||
Total consideration (fair value) | 142.9 | ||
Acquisitions funded by deferred consideration | 1.7 | ||
Accounts payable | 0.6 | ||
Maximum contingent consideration | $ 2 | ||
Contingent consideration payment period (years) | 2 years |
BUSINESS COMBINATION - Impact o
BUSINESS COMBINATION - Impact of Acquisitions (Narrative) (Details) - Coram Material Corp. $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Business Acquisition [Line Items] | |
Revenue | $ 1.6 |
Operating income | (0.2) |
Inventory adjustment | $ 1.6 |
BUSINESS COMBINATION - Schedule
BUSINESS COMBINATION - Schedule of Unaudited Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Business Combinations [Abstract] | ||
Revenue | $ 336.5 | $ 337 |
Net loss attributable to U.S. Concrete | $ (1.6) | $ (2.6) |
Net loss per share attributable to U.S. Concrete - basic (in dollars per share) | $ (0.10) | $ (0.16) |
Net loss per share attributable to U.S. Concrete - diluted (in dollars per share) | $ (0.10) | $ (0.16) |
BUSINESS COMBINATION - Schedu_2
BUSINESS COMBINATION - Schedule of Adjustments Reflected in Pro Forma Net Income (Loss) and Net Income (Loss) Per Share Amounts (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Increase in intangible amortization expense | $ (5.3) | $ (6) |
Increase in interest expense | (11.4) | (11.6) |
Increase in income tax expense | 4.9 | 0.7 |
Coram Material Corp. | Acquisition-related costs | ||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ||
Decrease (increase) in cost of goods sold related to fair value increase in inventory | 1.6 | (0.8) |
Increase in intangible amortization expense | (0.9) | (0.9) |
Exclusion of buyer transaction costs | 0.5 | 0 |
Exclusion of seller transaction costs | 0.3 | 0 |
Increase in interest expense | (0.8) | (1) |
Increase in income tax expense | $ (1.1) | $ (0.2) |
ALLOWANCE FOR DOUBTFUL ACCOUN_3
ALLOWANCE FOR DOUBTFUL ACCOUNTS AND CUSTOMER DISPUTES (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
Balance, December 31, 2019 | $ 4 |
Provision for doubtful accounts and customer disputes | 0.3 |
Uncollectible receivables written off, net of recoveries | (0.7) |
Balance, March 31, 2020 | 8.1 |
Cumulative effect of the adoption of ASC 326 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
Balance, December 31, 2019 | 4.5 |
Balance, January 1, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
Balance, December 31, 2019 | $ 8.5 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 63.4 | $ 53.4 |
Building materials for resale | 4 | 3.6 |
Other | 1.8 | 2 |
Total | $ 69.2 | $ 59 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Accumulated Impairment (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill, gross | $ 245.3 | $ 245.3 |
Accumulated impairment | (5.8) | (5.8) |
Goodwill, net | $ 239.5 | $ 239.5 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Goodwill by Reportable Segment (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Goodwill [Line Items] | ||
Goodwill, net | $ 239.5 | $ 239.5 |
Ready-mixed concrete | ||
Goodwill [Line Items] | ||
Goodwill, net | 150 | 150 |
Aggregate products | ||
Goodwill [Line Items] | ||
Goodwill, net | 86.2 | 86.2 |
Other non-reportable segments | ||
Goodwill [Line Items] | ||
Goodwill, net | $ 3.3 | $ 3.3 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Purchased Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | $ 190.6 | $ 190.6 |
Accumulated Amortization | (104.7) | (99.4) |
Total | $ 85.9 | $ 91.2 |
Weighted Average Remaining Life (In Years) | 9 years 6 months | 9 years 4 months 24 days |
Total purchased intangible assets, Gross | $ 191.8 | $ 191.8 |
Total purchased intangible assets, Accumulated Amortization | (104.7) | (99.4) |
Total purchased intangible assets, Net | 87.1 | 92.4 |
Land rights | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 1.2 | 1.2 |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 108.5 | 108.5 |
Accumulated Amortization | (63.5) | (59.7) |
Total | $ 45 | $ 48.8 |
Weighted Average Remaining Life (In Years) | 3 years 8 months 12 days | 3 years 10 months 24 days |
Total purchased intangible assets, Accumulated Amortization | $ (63.5) | $ (59.7) |
Trade names | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 44.5 | 44.5 |
Accumulated Amortization | (14.1) | (13.6) |
Total | $ 30.4 | $ 30.9 |
Weighted Average Remaining Life (In Years) | 18 years 10 months 24 days | 19 years 1 month 6 days |
Total purchased intangible assets, Accumulated Amortization | $ (14.1) | $ (13.6) |
Non-competes | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 18.3 | 18.3 |
Accumulated Amortization | (15.8) | (15.3) |
Total | $ 2.5 | $ 3 |
Weighted Average Remaining Life (In Years) | 2 years 3 months 18 days | 2 years 4 months 24 days |
Total purchased intangible assets, Accumulated Amortization | $ (15.8) | $ (15.3) |
Leasehold interests | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 12.5 | 12.5 |
Accumulated Amortization | (7.2) | (6.7) |
Total | $ 5.3 | $ 5.8 |
Weighted Average Remaining Life (In Years) | 5 years 3 months 18 days | 5 years 4 months 24 days |
Total purchased intangible assets, Accumulated Amortization | $ (7.2) | $ (6.7) |
Favorable contracts | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 4 | 4 |
Accumulated Amortization | (3.9) | (3.9) |
Total | $ 0.1 | $ 0.1 |
Weighted Average Remaining Life (In Years) | 8 months 12 days | 10 months 24 days |
Total purchased intangible assets, Accumulated Amortization | $ (3.9) | $ (3.9) |
Environmental credits | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross | 2.8 | 2.8 |
Accumulated Amortization | (0.2) | (0.2) |
Total | $ 2.6 | $ 2.6 |
Weighted Average Remaining Life (In Years) | 15 years 9 months 18 days | 16 years |
Total purchased intangible assets, Accumulated Amortization | $ (0.2) | $ (0.2) |
GOODWILL AND OTHER INTANGIBLE_6
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Estimated Remaining Amortization of Definite-Lived Intangible Assets (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2020 (remainder of the year) | $ 15.6 | |
2021 | 18.6 | |
2022 | 12.7 | |
2023 | 6.3 | |
2024 | 6 | |
Thereafter | 26.7 | |
Total | $ 85.9 | $ 91.2 |
GOODWILL AND OTHER INTANGIBLE_7
GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 5.3 | $ 6 | |
Unfavorable lease intangibles | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Unfavorable lease intangible, gross carrying amount | 1.5 | $ 1.5 | |
Unfavorable lease intangible, net carrying amount | $ 0.4 | $ 0.5 | |
Weighted average remaining life | 4 years 1 month 6 days |
DEBT - Schedule of Debt and Cap
DEBT - Schedule of Debt and Capital Leases (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Finance leases | $ 82.8 | $ 67.3 |
Debt issuance costs | (7.8) | (7.2) |
Total debt | 789.9 | 687.3 |
Less: current maturities | (27.3) | (32.5) |
Long-term debt, net of current maturities | 762.6 | 654.8 |
Unsecured notes | 2024 Notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 606.5 | $ 606.8 |
Effective interest rate (as a percent) | 6.56% | 6.56% |
Asset based revolving credit facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 90.3 | $ 0 |
Promissory notes | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 18.1 | $ 20.4 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) - Line of Credit - Third Loan Agreement $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Letter of Credit | |
Line of Credit Facility [Line Items] | |
Undrawn standby letters of credit | $ 19.7 |
Revolving Credit Facility | |
Line of Credit Facility [Line Items] | |
Interest rate | 3.50% |
Maximum availability under the Revolving Facility | $ 126.2 |
Fixed charge coverage ratio, minimum required | 100.00% |
Fixed charge coverage ratio, measurement period | 12 months |
LEASES - Balance Sheet Classifi
LEASES - Balance Sheet Classification (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Operating lease assets | $ 71.7 | $ 69.8 |
Property, plant and equipment, net | 109.4 | 91.5 |
Total lease assets | 181.1 | 161.3 |
Current operating lease liabilities | 13.7 | 12.9 |
Current maturities of long-term debt | 21.1 | 24.2 |
Long-term operating lease liabilities | 61 | 59.7 |
Long-term debt, net of current maturities | 61.7 | 43.1 |
Total lease liabilities | 157.5 | 139.9 |
Accumulated amortization | $ 33.3 | $ (29.4) |
Operating leases, weighted-average remaining lease term (years) | 6 years 7 months 6 days | 6 years 7 months 6 days |
Finance leases, weighted-average remaining lease term (years) | 3 years 9 months 18 days | 3 years 4 months 24 days |
Operating leases, weighted-average discount rate (percent) | 5.80% | 6.20% |
Finance leases, weighted-average discount rate (percent) | 3.70% | 3.80% |
LEASES - Lease Cost (Details)
LEASES - Lease Cost (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Leases [Abstract] | ||
Cost of goods sold before depreciation, depletion and amortization | $ 5.5 | $ 5.9 |
Selling, general and administrative expenses | 0.7 | 0.5 |
Cost of goods sold before depreciation, depletion and amortization | 6.2 | 6.4 |
Depreciation, depletion and amortization | 3.7 | 2.7 |
Interest expense, net | 0.8 | 0.6 |
Total finance lease cost | 4.5 | 3.3 |
Total lease cost | 10.7 | 9.7 |
Short-term lease and variable lease costs | $ 1.7 | $ 1.5 |
LEASES - Lease Maturities (Deta
LEASES - Lease Maturities (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Operating Leases | ||
2020 (remainder of year) | $ 13 | |
2021 | 16.7 | |
2022 | 13.2 | |
2023 | 11.6 | |
2024 | 10.8 | |
2025 | 8 | |
Thereafter | 18.6 | |
Total lease payments | 91.9 | |
Less interest | 17.2 | |
Present value of lease liabilities | 74.7 | |
Finance Leases | ||
2020 (remainder of year) | 16.5 | |
2021 | 25.3 | |
2022 | 20.1 | |
2023 | 14.5 | |
2024 | 8.1 | |
2025 | 4.1 | |
Thereafter | 0.5 | |
Total lease payments | 89.1 | |
Less interest | 6.3 | |
Present value of lease liabilities | $ 82.8 | $ 67.3 |
LEASES - Other Information (Det
LEASES - Other Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Leases [Abstract] | ||
Operating cash flows for operating leases | $ 0.8 | $ 4.8 |
Operating cash flows for finance leases | 4.3 | 0.6 |
Financing cash flows for finance leases | 6 | 5.1 |
Net assets obtained in exchange for finance lease liabilities | 9.7 | 1.3 |
Net right-of-use assets obtained in exchange for operating lease liabilities | $ 5.3 | $ 0.8 |
NON-CONTROLLING INTEREST (Detai
NON-CONTROLLING INTEREST (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Noncontrolling Interest [Line Items] | ||
Decrease in noncontrolling interest | $ 0 | |
Eagle Rock Materials Ltd. | ||
Noncontrolling Interest [Line Items] | ||
Ownership (percentage) | 70.00% | |
Decrease in noncontrolling interest | $ 3.3 |
FAIR VALUE MEASUREMENTS - Reco
FAIR VALUE MEASUREMENTS - Reconciliation of the Changes in Level 3 Fair Value Measurements (Details) - Contingent Consideration $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Contingent Consideration | |
Balance at December 31, 2019 | $ 27.2 |
Change in valuation | 0.3 |
Payments | (2) |
Balance at March 31, 2020 | $ 25.5 |
FAIR VALUE MEASUREMENTS - Summ
FAIR VALUE MEASUREMENTS - Summary of Assumptions Used in Calculating Fair Value (Details) - Discounted Cash Flow Technique $ in Millions | Mar. 31, 2020USD ($)year | Dec. 31, 2019USD ($)year |
Discount rate | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration liability, measurement input | 0.0498 | 0.0370 |
Discount rate | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration liability, measurement input | 0.0638 | 0.0746 |
Discount rate | Weighted Average | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration liability, measurement input | 0.0494 | 0.0499 |
Payment cap | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Payment cap | $ | $ 26.8 | $ 28.8 |
Expected payment period remaining | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration liability, measurement input | 0 | 0 |
Expected payment period remaining | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration liability, measurement input | 3 | 3 |
FAIR VALUE MEASUREMENTS - Narr
FAIR VALUE MEASUREMENTS - Narrative (Details) - Senior unsecured notes - 2024 Notes $ in Millions | Mar. 31, 2020USD ($) |
Debt Instrument [Line Items] | |
Interest rate (percentage) | 6.375% |
Fair value of long-term debt | $ 538.5 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | Mar. 01, 2020 | Mar. 31, 2020 | Mar. 31, 2019 |
U.S. Concrete, Inc. Long Term Incentive Plan | Common stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Additional shares authorized (shares) | 23 | ||
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 3.7 | $ 1.7 | |
Grants in period (shares) | 400 | ||
Percentage of plan that is time-vested (percentage) | 60.00% | ||
Award vesting period (years) | 3 years | ||
Percentage of plan that is performance based (percentage) | 40.00% | ||
Percentage of performance stock units granted (percentage) | 200.00% | ||
Expected volatility (percentage) | 43.80% | ||
Risk-free interest rate (percentage) | 0.90% | ||
Number of consecutive trading days | 20 days | ||
Restricted Stock Units (RSUs) | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (years) | 1 year 1 month | ||
Vesting price (USD per share) | $ 43.23 | ||
Grant date fair value per share (USD per share) | $ 11.49 | ||
Restricted Stock Units (RSUs) | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (years) | 1 year 7 months | ||
Vesting price (USD per share) | $ 55.21 | ||
Grant date fair value per share (USD per share) | $ 16.24 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | ||
Income tax expense (benefit) | $ (4.9) | $ (0.7) |
Coronavirus Aid, Relief and Economic Security (CARES Act) | ||
Operating Loss Carryforwards [Line Items] | ||
Income tax expense (benefit) | $ (3.2) |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Restricted stock awards and restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive shares (in shares) | 0.9 | 0.2 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Insurance Claims | ||
Loss Contingencies [Line Items] | ||
Amount accrued for self-insurance claims | $ 24.3 | $ 23.3 |
Performance bonds | ||
Loss Contingencies [Line Items] | ||
Contingent liability for performance | 16.4 | |
Minimum | Workers' Compensation Insurance and General Liability | ||
Loss Contingencies [Line Items] | ||
Deductible retention per occurrence | 1 | |
Minimum | Automobile Insurance | ||
Loss Contingencies [Line Items] | ||
Deductible retention per occurrence | 2 | |
Maximum | Workers' Compensation Insurance and General Liability | ||
Loss Contingencies [Line Items] | ||
Deductible retention per occurrence | 2 | |
Maximum | Automobile Insurance | ||
Loss Contingencies [Line Items] | ||
Deductible retention per occurrence | $ 10 |
SEGMENT INFORMATION - Reconcili
SEGMENT INFORMATION - Reconciliation of Total Reportable Segment Adjusted EBITDA to Income (Loss) From Continuing Operations (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2020USD ($)reporting_segment | Mar. 31, 2019USD ($) | |
Segment Reporting [Abstract] | ||
Number of reportable segments | reporting_segment | 2 | |
Revenue by Segment: | ||
Revenue | $ 334.4 | $ 333.1 |
Reconciliation of Total Reportable Segment Adjusted EBITDA to Net Income: | ||
Total reportable segment Adjusted EBITDA | 43 | 44.9 |
Operating income | 3.1 | 7.9 |
Depreciation, depletion and amortization for reportable segments | (23.4) | (22.8) |
Interest expense, net | (11.4) | (11.6) |
Change in value of contingent consideration for reportable segments | (0.3) | (1) |
Corporate, other products and eliminations other income (loss), net | 0.6 | 0.4 |
Income (loss) before income taxes, equity in earnings of subsidiaries and non-controlling interest | (7.7) | (3.3) |
Income tax benefit (expense) | 4.9 | 0.7 |
Net income (loss) | (2.8) | (2.6) |
Capital Expenditures: | ||
Total capital expenditures | 7.3 | 7.2 |
Ready-mixed concrete | ||
Reconciliation of Total Reportable Segment Adjusted EBITDA to Net Income: | ||
Total reportable segment Adjusted EBITDA | 31.7 | 34.5 |
Aggregate products | ||
Revenue by Segment: | ||
Revenue | 31.1 | 31.8 |
Reconciliation of Total Reportable Segment Adjusted EBITDA to Net Income: | ||
Total reportable segment Adjusted EBITDA | 11.3 | 10.4 |
Reportable segment | ||
Revenue by Segment: | ||
Revenue | 335.8 | 333.3 |
Reconciliation of Total Reportable Segment Adjusted EBITDA to Net Income: | ||
Depreciation, depletion and amortization for reportable segments | (21.8) | (20.8) |
Purchase accounting adjustments for inventory | (1.6) | 0 |
Capital Expenditures: | ||
Total capital expenditures | 7.3 | 7.2 |
Reportable segment | Ready-mixed concrete | ||
Revenue by Segment: | ||
Revenue | 292.2 | 290.4 |
Capital Expenditures: | ||
Total capital expenditures | 4.4 | 5.8 |
Reportable segment | Aggregate products | ||
Revenue by Segment: | ||
Revenue | 43.6 | 42.9 |
Capital Expenditures: | ||
Total capital expenditures | 2.8 | 1.2 |
Intersegment sales | Aggregate products | ||
Revenue by Segment: | ||
Revenue | 12.5 | 11.1 |
Other products and eliminations | ||
Revenue by Segment: | ||
Revenue | (1.4) | (0.2) |
Reconciliation of Total Reportable Segment Adjusted EBITDA to Net Income: | ||
Operating income | 0.1 | (0.1) |
Corporate, other products and eliminations other income (loss), net | (0.1) | 0.4 |
Capital Expenditures: | ||
Total capital expenditures | 0.1 | 0.2 |
Corporate overhead | ||
Reconciliation of Total Reportable Segment Adjusted EBITDA to Net Income: | ||
Corporate overhead | (15.6) | (14.5) |
Mixer truck fire | ||
Reconciliation of Total Reportable Segment Adjusted EBITDA to Net Income: | ||
Unusual or Infrequent Item, or Both, Net (Gain) Loss | $ 0 | $ 0.6 |
SEGMENT INFORMATION - Revenue b
SEGMENT INFORMATION - Revenue by Product (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Total revenue | $ 334.4 | $ 333.1 |
Ready-mixed concrete | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 292.2 | 290.4 |
Aggregate products | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 31.1 | 31.8 |
Aggregates distribution | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 3.7 | 5.3 |
Building materials | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 6.3 | 4.6 |
Other | ||
Segment Reporting Information [Line Items] | ||
Total revenue | $ 1.1 | $ 1 |
SEGMENT INFORMATION - Identifia
SEGMENT INFORMATION - Identifiable Property, Plant and Equipment Assets (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Dec. 31, 2019 |
Segment Reporting Information [Line Items] | ||
Total identifiable assets | $ 804 | $ 673.5 |
Reportable segment | Ready-mixed concrete | ||
Segment Reporting Information [Line Items] | ||
Total identifiable assets | 290.8 | 286.4 |
Reportable segment | Aggregate products | ||
Segment Reporting Information [Line Items] | ||
Total identifiable assets | 487.1 | 359.6 |
Other products and corporate | ||
Segment Reporting Information [Line Items] | ||
Total identifiable assets | $ 26.1 | $ 27.5 |
SUBSEQUENT EVENT - DELAYED DR_2
SUBSEQUENT EVENT - DELAYED DRAW TERM AGREEMENT (Details) - Delayed Draw Term Loan Agreement - Subsequent Event $ in Millions | Apr. 17, 2020USD ($) |
Subsequent Event [Line Items] | |
Maximum borrowing capacity | $ 180 |
Debt issuance costs | $ 1 |
Price of each draw (as a percentage of amount drawn) | 99.00% |
Debt Instrument, Redemption, Period One | Minimum | |
Subsequent Event [Line Items] | |
Interest rate (percentage) | 0.75% |
Debt Instrument, Redemption, Period One | London Interbank Offered Rate (LIBOR) | Minimum | |
Subsequent Event [Line Items] | |
Basis spread on variable rate (percentage) | 2.75% |
Debt Instrument, Redemption, Period One | London Interbank Offered Rate (LIBOR) | Maximum | |
Subsequent Event [Line Items] | |
Basis spread on variable rate (percentage) | 3.75% |
Debt Instrument, Redemption, Period Two | Minimum | |
Subsequent Event [Line Items] | |
Interest rate (percentage) | 1.75% |
Basis spread on variable rate (percentage) | 1.75% |
Debt Instrument, Redemption, Period Two | Maximum | |
Subsequent Event [Line Items] | |
Basis spread on variable rate (percentage) | 2.75% |
Debt Instrument, Redemption, Period Two | London Interbank Offered Rate (LIBOR) | |
Subsequent Event [Line Items] | |
Basis spread on variable rate (percentage) | 1.00% |
Debt Instrument, Redemption, Period Two | Federal Funds Effective Rate | |
Subsequent Event [Line Items] | |
Basis spread on variable rate (percentage) | 0.50% |
Uncategorized Items - a20200331
Label | Element | Value |
Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (3,300,000) |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (3,300,000) |