For the fiscal year ended December 31, 2013
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or
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o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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Delaware
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76-0586680
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Title of each class
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Name of each exchange on which registered
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Common Stock, par value $.001
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The Nasdaq Capital Market
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
þ
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Page
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•
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general economic and business conditions, which will, among other things, affect demand for new residential and commercial construction;
|
•
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our ability to successfully identify, manage, and integrate acquisitions;
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•
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the cyclical nature of, and changes in, the real estate and construction markets, including pricing changes by our competitors;
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•
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governmental requirements and initiatives, including those related to mortgage lending or mortgage financing, funding for public or infrastructure construction, land usage, and environmental, health, and safety matters;
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•
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disruptions, uncertainties or volatility in the credit markets that may limit our, our suppliers' and our customers' access to capital;
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•
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our ability to successfully implement our operating strategy;
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•
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weather conditions;
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•
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our substantial indebtedness and the restrictions imposed on us by the terms of our indebtedness;
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•
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our ability to maintain favorable relationships with third parties who supply us with equipment and essential supplies;
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•
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our ability to retain key personnel and maintain satisfactory labor relations; and
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•
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product liability, property damage, and other claims and insurance coverage issues.
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•
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The San Francisco Bay Bridge in Oakland, California
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•
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Lyndon B. Johnson Expressway in Dallas / Fort Worth, Texas
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•
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World Trade Center Complex in Manhattan, New York
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•
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San Jose Airport Parking Garage in San Jose, California
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•
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San Francisco 49er Stadium in San Francisco, California
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•
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corporate-level marketing and sales expertise;
|
•
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technical service expertise to develop innovative new branded products; and
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•
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training programs that emphasize successful marketing and sales techniques that focus on the sale of high-margin concrete mix designs.
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•
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production of formulations and alternative product recommendations that reduce labor and materials costs;
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•
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quality control, through automated production and laboratory testing, that ensures consistent results and minimizes the need to correct completed work; and
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•
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automated scheduling and tracking systems that ensure timely delivery and reduce the downtime incurred by the customer’s placing and finishing crews.
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•
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relieve internal pressure and increase resistance to cracking;
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•
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retard the hardening process to make concrete more workable in hot weather;
|
•
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strengthen concrete by reducing its water content;
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•
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accelerate the hardening process and reduce the time required for curing; and
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•
|
facilitate the placement of concrete having low water content.
|
•
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corporate-level marketing and sales expertise;
|
•
|
technical service expertise to develop innovative, new branded products; and
|
•
|
training programs that emphasize successful marketing and sales techniques that focus on the sale of high-margin concrete mix designs.
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•
|
production consistency requirements;
|
•
|
daily production capacity requirements;
|
•
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job site proximity to fixed plants; and
|
•
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capital and financing.
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•
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the expected production demand for the plant;
|
•
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capital and financing;
|
•
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the expected types of projects the plant will service; and
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•
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the desired location of the plant.
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•
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the customer service office coordinates the timing and delivery of the concrete to the job site;
|
•
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a load operator supervises and coordinates the receipt of the necessary raw materials and operates the hopper that dispenses those materials into the appropriate storage bins;
|
•
|
a batch operator, using a computerized batch panel, prepares the specified mixture from the order and oversees the loading of the mixer truck with either dry ingredients and water in a dry batch plant or the premixed concrete in a wet batch plant; and
|
•
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the driver of the mixer truck delivers the load to the job site, discharges the load and, after washing the truck, departs at the direction of the dispatch office.
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•
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loading concrete;
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•
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en route to a particular job site;
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•
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on the job site;
|
•
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discharging concrete;
|
•
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being rinsed down; or
|
•
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en route to a particular plant.
|
•
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maintenance personnel who perform routine maintenance work throughout our plants;
|
•
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mechanics who perform the maintenance and repair work on our rolling stock;
|
•
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testing center staff who prepare mixtures for particular job specifications and maintain quality control;
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•
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various clerical personnel who perform administrative tasks; and
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•
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sales personnel who are responsible for identifying potential customers, pricing mixes for projects, and maintaining existing customer relationships.
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•
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high-strength engineered concrete to compete with steel-frame construction;
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•
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concrete housing;
|
•
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flowable fill for backfill applications;
|
•
|
continuous-slab rail-support systems for rapid transit and heavy-traffic rail lines; and
|
•
|
concrete bridges, tunnels and other structures for rapid transit systems.
|
•
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sustainable construction;
|
•
|
concrete paving over asphalt, or “white topping”;
|
•
|
paved concrete shoulders to replace less permanent and increasingly costly asphalt shoulders;
|
•
|
pervious concrete parking lots for water drainage management, as well as providing a long-lasting and aesthetically pleasing urban environment;
|
•
|
colored pavements to mark entrance and exit ramps and lanes of expressways; and
|
•
|
colored, stamped concrete for decorative applications.
|
|
|
2013
|
|
2012
|
|
2011
|
|||
Total ready-mixed volumes
|
|
300
|
|
|
290
|
|
|
265
|
|
|
|
2013
|
|
2012
|
|
2011
|
|||
Commercial and industrial construction
|
|
16
|
%
|
|
15
|
%
|
|
14
|
%
|
Residential construction
|
|
19
|
%
|
|
16
|
%
|
|
13
|
%
|
Street and highway construction and paving
|
|
23
|
%
|
|
25
|
%
|
|
28
|
%
|
Other public works and infrastructure construction
|
|
42
|
%
|
|
44
|
%
|
|
45
|
%
|
•
|
water usage;
|
•
|
land usage;
|
•
|
street and highway usage;
|
•
|
noise levels; and
|
•
|
health, safety and environmental matters.
|
•
|
the level of commercial and residential construction in our regional markets, including reductions in the demand for new residential housing construction below current or historical levels;
|
•
|
the availability of funds for public or infrastructure construction from local, state and federal sources;
|
•
|
unexpected events that delay or adversely affect our ability to deliver concrete according to our customers’ requirements;
|
•
|
changes in interest rates and lending standards;
|
•
|
changes in the mix of our customers and business, which result in periodic variations in the margins of jobs performed during any particular quarter;
|
•
|
the timing and cost of acquisitions and difficulties or costs encountered when integrating acquisitions;
|
•
|
the budgetary spending patterns of customers;
|
•
|
increases in construction and design costs;
|
•
|
power outages and other unexpected delays;
|
•
|
our ability to control costs and maintain quality;
|
•
|
employment levels; and
|
•
|
regional or general economic conditions.
|
•
|
it requires us to use a significant percentage of our cash flow from operations for debt service and the repayment of our indebtedness, including indebtedness we may incur in the future, and such cash flow may not be available for other purposes;
|
•
|
it limits our ability to borrow money or sell stock to fund our working capital, capital expenditures, acquisitions and debt service requirements;
|
•
|
our interest expense could increase if interest rates in general increase because a portion of our indebtedness bears interest at floating rates;
|
•
|
it may limit our flexibility in planning for, or reacting to, changes in our business and future business opportunities;
|
•
|
we are more highly leveraged than some of our competitors, which may place us at a competitive disadvantage;
|
•
|
it may make us more vulnerable to a downturn in our business or the economy;
|
•
|
it may increase our cost of borrowing;
|
•
|
it may restrict us from exploiting business opportunities;
|
•
|
the debt service requirements of our indebtedness could make it more difficult for us to make payments on the 2018 Notes and our other indebtedness; and
|
•
|
there would be a material adverse effect on our business and financial condition if we were unable to service our indebtedness or obtain additional financing, as needed.
|
•
|
incur additional indebtedness or issue disqualified stock or preferred stock;
|
•
|
pay dividends or make other distributions, repurchase or redeem our stock or subordinated indebtedness or make certain investments;
|
•
|
prepay, redeem or repurchase certain debt;
|
•
|
sell assets and issue capital stock of our restricted subsidiaries;
|
•
|
incur liens;
|
•
|
enter into agreements restricting our restricted subsidiaries’ ability to pay dividends, make loans to other U.S. Concrete entities or restrict the ability to provide liens;
|
•
|
enter into transactions with affiliates;
|
•
|
consolidate, merge or sell all or substantially all of our assets;
|
•
|
engage in certain sale/ leaseback transactions; and
|
•
|
with respect to the Indenture, designate our subsidiaries as unrestricted subsidiaries.
|
|
|
|
|
Aggregate
|
Ready-Mixed
|
|||||||||||||||
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|
Owned
|
|
Leased
|
|
|
|
Product
|
Concrete
|
|||||||||||
Locations
|
|
Fixed
|
|
Portable
|
|
Fixed
|
|
Portable
|
|
Total
|
|
Volume
(in thousands of tons)
|
Volume
(in thousands
of cubic yards)
|
|||||||
Ready-Mixed Concrete:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
California
|
|
16
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
19
|
|
|
—
|
|
1,615
|
|
Atlantic Region
|
|
18
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
21
|
|
|
—
|
|
1,027
|
|
Texas / Oklahoma
|
|
66
|
|
|
7
|
|
|
—
|
|
|
1
|
|
|
74
|
|
|
—
|
|
2,583
|
|
Aggregate Products Segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
California
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
Atlantic Region
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
1,675
|
|
—
|
|
Texas / Oklahoma
|
|
1
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
4
|
|
|
1,918
|
|
—
|
|
Other non-reportable segments
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
—
|
|
Total Company
|
|
105
|
|
|
9
|
|
|
7
|
|
|
1
|
|
|
122
|
|
|
3,593
|
|
5,225
|
|
|
|
2013
|
|
2012
|
||||||||||||
|
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
First Quarter
|
|
$
|
14.91
|
|
|
$
|
9.07
|
|
|
$
|
5.30
|
|
|
$
|
3.01
|
|
Second Quarter
|
|
$
|
16.75
|
|
|
$
|
12.58
|
|
|
$
|
5.22
|
|
|
$
|
4.21
|
|
Third Quarter
|
|
$
|
22.21
|
|
|
$
|
15.03
|
|
|
$
|
6.75
|
|
|
$
|
4.79
|
|
Fourth Quarter
|
|
$
|
23.60
|
|
|
$
|
18.78
|
|
|
$
|
9.69
|
|
|
$
|
5.86
|
|
|
|
Total number of shares purchased
|
|
Average price paid per share
|
|
Total number of shares purchased as part of publicly announced plans or programs
|
|
Approximate dollar value of shares that may yet be purchased under the plans or programs
(in thousands)
|
||||||
October 1, 2013 to October 31, 2013
|
|
3,567
|
|
|
$
|
19.96
|
|
|
—
|
|
|
$
|
—
|
|
November 1, 2013 to November 30, 2013
|
|
10,292
|
|
|
22.05
|
|
|
—
|
|
|
—
|
|
||
December 1, 2013 to December 31, 2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Total
|
|
13,859
|
|
|
$
|
21.51
|
|
|
—
|
|
|
$
|
—
|
|
•
|
non-cash stock compensation expense;
|
•
|
corporate officer severance expense; and
|
•
|
expenses associated with the relocation of our corporate headquarters.
|
•
|
deterioration of revenue, due to lower volume and/or pricing, because of weakness in the markets in which we operate;
|
•
|
declines in gross margins due to shifts in our product mix or increases in the cost of our raw materials and fuel;
|
•
|
any deterioration in our ability to collect our accounts receivable from customers as a result of weakening in construction demand or as a result of payment difficulties experienced by our customers; and
|
•
|
inclement weather beyond normal patterns that could affect our sales volumes
|
|
|
2013
|
|
2012
|
||||
Cash and cash equivalents
|
|
$
|
112,667
|
|
|
$
|
4,751
|
|
Working capital
|
|
135,078
|
|
|
18,565
|
|
||
Total debt
|
|
214,144
|
|
|
63,459
|
|
•
|
incur additional indebtedness or issue disqualified stock or preferred stock;
|
•
|
pay dividends or make other distributions or repurchase or redeem our stock or subordinated indebtedness or make investments;
|
•
|
prepay, redeem or repurchase certain debt;
|
•
|
sell assets or issue capital stock of our restricted subsidiaries;
|
•
|
incur liens;
|
•
|
enter into agreements restricting our restricted subsidiaries’ ability to pay dividends, make loans to other U.S. Concrete entities or restrict the ability to provide liens;
|
•
|
enter into transactions with affiliates;
|
•
|
consolidate, merge or sell all or substantially all of our assets;
|
•
|
engage in certain sale/leaseback transactions; and
|
•
|
designate our subsidiaries as unrestricted subsidiaries.
|
•
|
a disposition of all or substantially all of the assets of the guarantor subsidiary, by way of merger, consolidation or otherwise; provided the proceeds of the disposition are applied in accordance with the Indenture;
|
•
|
a disposition of the capital stock of the guarantor subsidiary to a third person, if the disposition complies with the Indenture and as a result the guarantor subsidiary ceases to be a restricted subsidiary;
|
•
|
the designation by us of the guarantor subsidiary as an unrestricted subsidiary or the guarantor subsidiary otherwise ceases to be a restricted subsidiary, in each case in accordance with the Indenture; or
|
•
|
legal or covenant defeasance of the 2018 Notes and discharge of our obligations under the Indenture.
|
|
|
Year Ended
December 31,
2013
|
|
Year Ended
December 31,
2012
|
||||
Net cash provided by (used in):
|
|
|
|
|
||||
Operating activities
|
|
$
|
24,180
|
|
|
$
|
10,722
|
|
Investing activities
|
|
(26,104
|
)
|
|
(4,806
|
)
|
||
Financing activities
|
|
109,840
|
|
|
(5,394
|
)
|
||
Net increase in cash
|
|
$
|
107,916
|
|
|
$
|
522
|
|
Contractual obligations
|
|
Total
|
|
1 year or less
|
|
2-3 years
|
|
4-5 years
|
|
After
5 years
|
||||||||||
Principal on debt
|
|
$
|
214.1
|
|
|
$
|
4.0
|
|
|
$
|
5.2
|
|
|
$
|
204.9
|
|
|
$
|
—
|
|
Interest on debt
(1)
|
|
84.8
|
|
|
17.5
|
|
|
34.5
|
|
|
32.8
|
|
|
—
|
|
|||||
Operating leases
|
|
37.5
|
|
|
8.0
|
|
|
12.4
|
|
|
9.8
|
|
|
7.3
|
|
|||||
Total
|
|
$
|
336.4
|
|
|
$
|
29.5
|
|
|
$
|
52.1
|
|
|
$
|
247.5
|
|
|
$
|
7.3
|
|
(1)
|
Consists of interest payments due under the 2018 Notes, capital leases, and other borrowings.
|
Other commercial commitments
|
|
Total
|
|
Less Than 1 year
|
|
1-3 years
|
|
4-5 years
|
|
After
5 years
|
||||||||||
Standby letters of credit
|
|
$
|
11.3
|
|
|
$
|
11.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Performance bonds
|
|
7.7
|
|
|
7.6
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
19.0
|
|
|
$
|
18.9
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
(amounts in thousands, except selling prices)
|
|||||||||||||||||||
|
|
|
|
Increase / (Decrease)
|
|||||||||||||||||
|
|
Year Ended
December 31, 2013
|
|
Year Ended
December 31, 2012
|
|
$
|
|
%
|
|||||||||||||
Revenue
|
|
$
|
615,000
|
|
|
100.0
|
%
|
|
$
|
531,047
|
|
|
100.0
|
|
|
$
|
83,953
|
|
|
15.8
|
%
|
Cost of goods sold before depreciation, depletion and amortization
|
|
514,813
|
|
|
83.7
|
|
|
455,825
|
|
|
85.8
|
|
|
58,988
|
|
|
12.9
|
|
|||
Selling, general and administrative expenses
|
|
60,179
|
|
|
9.8
|
|
|
58,978
|
|
|
11.1
|
|
|
1,201
|
|
|
2.0
|
|
|||
Depreciation, depletion and amortization
|
|
18,984
|
|
|
3.1
|
|
|
15,676
|
|
|
3.0
|
|
|
3,308
|
|
|
21.1
|
|
|||
Gain on sale of assets
|
|
(232
|
)
|
|
—
|
|
|
(649
|
)
|
|
(0.1
|
)
|
|
417
|
|
|
(64.3
|
)
|
|||
Income from operations
|
|
21,256
|
|
|
3.5
|
|
|
1,217
|
|
|
0.2
|
|
|
20,039
|
|
|
NM
|
||||
Interest expense, net
|
|
11,332
|
|
|
1.8
|
|
|
11,344
|
|
|
2.1
|
|
|
(12
|
)
|
|
(0.1
|
)
|
|||
Derivative loss
|
|
(29,964
|
)
|
|
(4.9
|
)
|
|
(19,725
|
)
|
|
(3.7
|
)
|
|
(10,239
|
)
|
|
51.9
|
|
|||
Gain (loss) on early extinguishment of debt
|
|
985
|
|
|
0.2
|
|
|
(2,630
|
)
|
|
(0.5
|
)
|
|
3,615
|
|
|
(137.5
|
)
|
|||
Other income, net
|
|
1,820
|
|
|
0.3
|
|
|
2,973
|
|
|
0.6
|
|
|
(1,153
|
)
|
|
(38.8
|
)
|
|||
Loss from continuing operations before income taxes
|
|
(17,235
|
)
|
|
(2.8
|
)
|
|
(29,509
|
)
|
|
(5.6
|
)
|
|
12,274
|
|
|
41.6
|
|
|||
Income tax expense (benefit)
|
|
1,155
|
|
|
0.2
|
|
|
(3,760
|
)
|
|
(0.7
|
)
|
|
4,915
|
|
|
130.7
|
|
|||
Net loss from continuing operations
|
|
(18,390
|
)
|
|
(3.0
|
)
|
|
(25,749
|
)
|
|
(4.8
|
)
|
|
7,359
|
|
|
28.6
|
|
|||
(Loss) income from discontinued operations, net of taxes
|
|
(1,739
|
)
|
|
(0.3
|
)
|
|
10
|
|
|
—
|
|
|
(1,749
|
)
|
|
NM
|
||||
Net loss
|
|
$
|
(20,129
|
)
|
|
(3.3
|
)%
|
|
$
|
(25,739
|
)
|
|
(4.8
|
)%
|
|
$
|
5,610
|
|
|
21.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Ready-mixed Concrete Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Average selling price per cubic yard
|
|
$
|
104.03
|
|
|
|
|
$
|
97.59
|
|
|
|
|
|
$
|
6.44
|
|
|
6.6
|
%
|
|
Sales volume in cubic yards
|
|
5,225
|
|
|
|
|
4,839
|
|
|
|
|
|
386
|
|
|
8.0
|
%
|
||||
Aggregates Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Average selling price per ton
|
|
$
|
8.84
|
|
|
|
|
$
|
7.89
|
|
|
|
|
|
$
|
0.95
|
|
|
12.0
|
%
|
|
Sales volume in tons
|
|
3,597
|
|
|
|
|
|
3,407
|
|
|
|
|
|
190
|
|
|
5.6
|
%
|
|
|
(amounts in thousands, except selling prices)
|
|||||||||||||
|
|
Year Ended
December 31, |
|
Increase / (Decrease)
|
|||||||||||
|
|
2013
|
|
2012
|
|
$ or tons, as applicable
|
|
%
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
Aggregate Products Segment
|
|
|
|
|
|
|
|
|
|||||||
Revenue
|
|
$
|
38,213
|
|
|
$
|
31,997
|
|
|
$
|
6,216
|
|
|
19.4
|
%
|
Segment revenue, excluding intersegment sales, as a percentage of total revenue
|
|
3.5
|
%
|
|
3.4
|
%
|
|
|
|
|
|||||
Adjusted EBITDA
|
|
$
|
7,192
|
|
|
4,142
|
|
|
$
|
3,050
|
|
|
73.6
|
%
|
|
Adjusted EBITDA as a percentage of segment revenue
|
|
18.8
|
%
|
|
12.9
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||
Aggregates Data:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Average selling price per ton
|
|
$
|
8.84
|
|
|
$
|
7.89
|
|
|
$
|
0.95
|
|
|
12.0
|
%
|
Sales volume in thousands of tons
|
|
3,597
|
|
|
3,407
|
|
|
190
|
|
|
5.6
|
%
|
|
|
December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
112,667
|
|
|
$
|
4,751
|
|
Trade accounts receivable, net
|
|
92,163
|
|
|
84,034
|
|
||
Inventories
|
|
27,610
|
|
|
25,001
|
|
||
Deferred income taxes
|
|
708
|
|
|
2,835
|
|
||
Prepaid expenses
|
|
3,416
|
|
|
3,651
|
|
||
Other receivables
|
|
3,205
|
|
|
4,414
|
|
||
Other current assets
|
|
2,457
|
|
|
3,080
|
|
||
Total current assets
|
|
242,226
|
|
|
127,766
|
|
||
Property, plant and equipment, net
|
|
138,560
|
|
|
120,871
|
|
||
Goodwill
|
|
11,646
|
|
|
10,717
|
|
||
Intangible assets, net
|
|
13,073
|
|
|
15,033
|
|
||
Other assets
|
|
8,485
|
|
|
5,337
|
|
||
Total assets
|
|
$
|
413,990
|
|
|
$
|
279,724
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
38,518
|
|
|
$
|
48,880
|
|
Accrued liabilities
|
|
42,950
|
|
|
36,430
|
|
||
Current maturities of long-term debt
|
|
3,990
|
|
|
1,861
|
|
||
Derivative liabilities
|
|
21,690
|
|
|
22,030
|
|
||
Total current liabilities
|
|
107,148
|
|
|
109,201
|
|
||
Long-term debt, net of current maturities
|
|
210,154
|
|
|
61,598
|
|
||
Other long-term obligations and deferred credits
|
|
7,921
|
|
|
13,114
|
|
||
Deferred income taxes
|
|
5,040
|
|
|
3,287
|
|
||
Total liabilities
|
|
330,263
|
|
|
187,200
|
|
||
Commitments and contingencies (Note 23)
|
|
|
|
|
|
|
||
Equity:
|
|
|
|
|
|
|
||
Preferred stock, $0.001 par value per share (10,000 shares authorized; none issued)
|
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value per share (100,000 shares authorized; 14,036 and 13,358 shares issued and outstanding as of December 31, 2013 and 2012, respectively)
|
|
14
|
|
|
13
|
|
||
Additional paid-in capital
|
|
152,695
|
|
|
136,451
|
|
||
Accumulated deficit
|
|
(63,325
|
)
|
|
(43,196
|
)
|
||
Cost of treasury stock (414 and 118 common shares as of December 31, 2013 and 2012, respectively)
|
|
(5,657
|
)
|
|
(744
|
)
|
||
Total equity
|
|
83,727
|
|
|
92,524
|
|
||
Total liabilities and equity
|
|
$
|
413,990
|
|
|
$
|
279,724
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
Revenue
|
|
$
|
615,000
|
|
|
$
|
531,047
|
|
Cost of goods sold before depreciation, depletion and amortization
|
|
514,813
|
|
|
455,825
|
|
||
Selling, general and administrative expenses
|
|
60,179
|
|
|
58,978
|
|
||
Depreciation, depletion and amortization
|
|
18,984
|
|
|
15,676
|
|
||
Gain on sale of assets
|
|
(232
|
)
|
|
(649
|
)
|
||
Income from operations
|
|
21,256
|
|
|
1,217
|
|
||
Interest expense, net
|
|
11,332
|
|
|
11,344
|
|
||
Derivative loss
|
|
(29,964
|
)
|
|
(19,725
|
)
|
||
Gain (loss) on early extinguishment of debt
|
|
985
|
|
|
(2,630
|
)
|
||
Other income, net
|
|
1,820
|
|
|
2,973
|
|
||
Loss from continuing operations before income taxes
|
|
(17,235
|
)
|
|
(29,509
|
)
|
||
Income tax expense (benefit)
|
|
1,155
|
|
|
(3,760
|
)
|
||
Net loss from continuing operations
|
|
(18,390
|
)
|
|
(25,749
|
)
|
||
(Loss) income from discontinued operations, net of taxes
|
|
(1,739
|
)
|
|
10
|
|
||
Net loss
|
|
$
|
(20,129
|
)
|
|
$
|
(25,739
|
)
|
|
|
|
|
|
||||
Loss per share:
|
|
|
|
|
|
|
||
Loss from continuing operations
|
|
$
|
(1.42
|
)
|
|
$
|
(2.11
|
)
|
(Loss) income from discontinued operations, net of income tax
|
|
(0.14
|
)
|
|
—
|
|
||
Net loss per share - basic and diluted
|
|
$
|
(1.56
|
)
|
|
$
|
(2.11
|
)
|
|
|
|
|
|
||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
||
Basic and diluted
|
|
12,917
|
|
|
12,203
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
# of
Shares
|
|
Par
Value
|
|
Additional
Paid-In
Capital
|
|
Accumulated Deficit
|
|
Treasury
Stock
|
|
Total
Equity
(Deficit)
|
|||||||||||
BALANCE, January 1, 2012
|
|
12,867
|
|
|
$
|
13
|
|
|
$
|
133,939
|
|
|
$
|
(17,457
|
)
|
|
$
|
(415
|
)
|
|
$
|
116,080
|
|
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
2,512
|
|
|
—
|
|
|
—
|
|
|
2,512
|
|
|||||
Restricted stock unit vesting
|
|
117
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Restricted stock grants
|
|
432
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchase of treasury shares
|
|
(58
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(329
|
)
|
|
(329
|
)
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,739
|
)
|
|
—
|
|
|
(25,739
|
)
|
|||||
BALANCE, December 31, 2012
|
|
13,358
|
|
|
$
|
13
|
|
|
$
|
136,451
|
|
|
$
|
(43,196
|
)
|
|
$
|
(744
|
)
|
|
$
|
92,524
|
|
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
5,429
|
|
|
—
|
|
|
—
|
|
|
5,429
|
|
|||||
Restricted stock unit vesting
|
|
183
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Restricted stock grants
|
|
166
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock options exercised
|
|
17
|
|
|
—
|
|
|
224
|
|
|
—
|
|
|
—
|
|
|
224
|
|
|||||
Conversion of convertible debt
|
|
608
|
|
|
1
|
|
|
10,591
|
|
|
—
|
|
|
—
|
|
|
10,592
|
|
|||||
Purchase of treasury shares
|
|
(296
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,913
|
)
|
|
(4,913
|
)
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,129
|
)
|
|
—
|
|
|
(20,129
|
)
|
|||||
BALANCE, December 31, 2013
|
|
14,036
|
|
|
$
|
14
|
|
|
$
|
152,695
|
|
|
$
|
(63,325
|
)
|
|
$
|
(5,657
|
)
|
|
$
|
83,727
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
||||
Net loss
|
|
$
|
(20,129
|
)
|
|
$
|
(25,739
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
|
||
Depreciation, depletion and amortization
|
|
19,016
|
|
|
16,328
|
|
||
Debt issuance cost amortization
|
|
2,164
|
|
|
4,089
|
|
||
(Gain) loss on extinguishment of debt
|
|
(985
|
)
|
|
2,630
|
|
||
Amortization of facility exit costs
|
|
(142
|
)
|
|
(89
|
)
|
||
Amortization of discount on long-term incentive plan and other accrued interest
|
|
512
|
|
|
104
|
|
||
Net loss on derivative
|
|
29,964
|
|
|
19,725
|
|
||
Net gain on sale of assets
|
|
(13
|
)
|
|
(2,803
|
)
|
||
Deferred income taxes
|
|
818
|
|
|
(4,014
|
)
|
||
Deferred rent
|
|
510
|
|
|
—
|
|
||
Provision for doubtful accounts
|
|
1,103
|
|
|
1,304
|
|
||
Facility exit costs
|
|
—
|
|
|
358
|
|
||
Stock-based compensation
|
|
5,429
|
|
|
2,512
|
|
||
Changes in assets and liabilities, excluding effects of acquisitions:
|
|
|
|
|
|
|
||
Accounts receivable
|
|
(8,982
|
)
|
|
(4,858
|
)
|
||
Inventories
|
|
(2,574
|
)
|
|
(209
|
)
|
||
Prepaid expenses and other current assets
|
|
2,497
|
|
|
(2,405
|
)
|
||
Other assets and liabilities, net
|
|
(2,732
|
)
|
|
(338
|
)
|
||
Accounts payable and accrued liabilities
|
|
(2,276
|
)
|
|
4,127
|
|
||
Net cash provided by operating activities
|
|
24,180
|
|
|
10,722
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||
Purchases of property, plant and equipment
|
|
(19,988
|
)
|
|
(8,405
|
)
|
||
Payments for acquisitions
|
|
(4,410
|
)
|
|
(28,578
|
)
|
||
Proceeds from disposals of property, plant and equipment
|
|
627
|
|
|
5,155
|
|
||
(Payments for) proceeds from disposals of business units
|
|
(2,333
|
)
|
|
27,022
|
|
||
Net cash used in investing activities
|
|
(26,104
|
)
|
|
(4,806
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||
Proceeds from revolver borrowings
|
|
137,302
|
|
|
172,546
|
|
||
Repayments of revolver borrowings
|
|
(150,602
|
)
|
|
(174,509
|
)
|
||
Proceeds from debt issuance
|
|
200,000
|
|
|
—
|
|
||
Repayments of debt
|
|
(61,113
|
)
|
|
—
|
|
||
Proceeds from exercise of stock options
|
|
224
|
|
|
—
|
|
||
Debt issuance costs
|
|
(9,063
|
)
|
|
(1,825
|
)
|
||
Payments for other financing
|
|
(1,995
|
)
|
|
(1,277
|
)
|
||
Purchase of treasury shares
|
|
(4,913
|
)
|
|
(329
|
)
|
||
Net cash provided by (used in) financing activities
|
|
109,840
|
|
|
(5,394
|
)
|
||
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
|
107,916
|
|
|
522
|
|
||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
|
4,751
|
|
|
4,229
|
|
||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
|
$
|
112,667
|
|
|
$
|
4,751
|
|
|
|
|
|
|
||||
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
|
|
|
||
Cash paid for interest
|
|
$
|
7,324
|
|
|
$
|
7,258
|
|
Cash paid for income taxes
|
|
$
|
305
|
|
|
$
|
263
|
|
|
|
|
|
|
||||
Supplemental Disclosure of Non-cash Investing and Financing Activities:
|
|
|
|
|
||||
Conversion of convertible debt to equity
|
|
$
|
6,381
|
|
|
$
|
—
|
|
Capital expenditures funded by capital leases and promissory notes
|
|
$
|
11,891
|
|
|
$
|
—
|
|
|
Bode Companies
|
||
|
October 30, 2012
|
||
Accounts receivable
|
$
|
7,194
|
|
Inventory
|
156
|
|
|
Property, plant and equipment
|
9,284
|
|
|
Customer relationships
|
13,500
|
|
|
Trade name
|
1,300
|
|
|
Backlog
|
800
|
|
|
Other assets
|
245
|
|
|
Assets acquired
|
$
|
32,479
|
|
Accounts payable
|
2,920
|
|
|
Accrued expenses
|
1,329
|
|
|
Deferred tax liability
|
3,385
|
|
|
Bode Earn-out
|
7,000
|
|
|
Liabilities assumed
|
$
|
14,634
|
|
Goodwill
|
8,254
|
|
|
Net assets acquired
|
$
|
26,099
|
|
|
For the year ended December 31,
|
||
|
(unaudited)
|
||
|
2012
|
||
Revenue from continuing operations
|
$
|
563,706
|
|
Net loss
|
$
|
(23,966
|
)
|
Loss per share, basic and diluted
|
$
|
(1.96
|
)
|
|
|
Year Ended December 31, 2013
|
|
Year Ended December 31, 2012
|
||||
Revenue
|
|
$
|
69
|
|
|
$
|
34,055
|
|
Depreciation, depletion and amortization, or DD&A
|
|
(32
|
)
|
|
(652
|
)
|
||
Operating expenses, excluding DD&A, and other income
|
|
(1,589
|
)
|
|
(35,553
|
)
|
||
Loss from discontinued operations
|
|
(1,552
|
)
|
|
(2,150
|
)
|
||
(Loss) gain on disposal of assets
|
|
(219
|
)
|
|
2,154
|
|
||
(Loss) income from discontinued operations, before income taxes
|
|
(1,771
|
)
|
|
4
|
|
||
Income tax benefit
|
|
32
|
|
|
6
|
|
||
(Loss) income from discontinued operations
|
|
$
|
(1,739
|
)
|
|
$
|
10
|
|
|
|
August 20, 2012
|
||
Cash and cash equivalents
|
|
$
|
85
|
|
Trade accounts receivable, net
|
|
7,864
|
|
|
Inventories
|
|
7,090
|
|
|
Property, plant and equipment, net
|
|
6,965
|
|
|
Other assets
|
|
674
|
|
|
Total assets
|
|
$
|
22,678
|
|
|
|
|
||
Accounts payable
|
|
$
|
2,062
|
|
Accrued liabilities
|
|
596
|
|
|
Total liabilities
|
|
$
|
2,658
|
|
|
|
December 17,
|
||
|
|
2012
|
||
Cash and cash equivalents
|
|
$
|
—
|
|
Trade accounts receivable, net
|
|
1,045
|
|
|
Inventories
|
|
1,642
|
|
|
Property, plant and equipment, net
|
|
1,365
|
|
|
Other assets
|
|
—
|
|
|
Total assets
|
|
$
|
4,052
|
|
|
|
|
||
Current maturities of long-term debt
|
|
$
|
156
|
|
Accounts payable
|
|
463
|
|
|
Accrued liabilities
|
|
98
|
|
|
Long-term debt
|
|
137
|
|
|
Total liabilities
|
|
$
|
854
|
|
|
|
2013
|
|
2012
|
||||
Balance on January 1,
|
|
|
|
|
||||
Goodwill
|
|
$
|
10,717
|
|
|
$
|
1,481
|
|
Acquisitions (See Note 2)
|
|
1,138
|
|
|
9,236
|
|
||
Working capital adjustments (See Note 2)
|
|
(209
|
)
|
|
—
|
|
||
Balance at December 31,
|
|
$
|
11,646
|
|
|
$
|
10,717
|
|
|
|
December 31, 2013
|
||||||||||||
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Weighted Average Remaining Life (in years)
|
||||||
Customer relationships
|
|
$
|
13,500
|
|
|
$
|
(1,575
|
)
|
|
$
|
11,925
|
|
|
8.83
|
Trade name
|
|
1,300
|
|
|
(152
|
)
|
|
1,148
|
|
|
8.83
|
|||
Backlog
|
|
800
|
|
|
(800
|
)
|
|
—
|
|
|
0
|
|||
Total intangible assets
|
|
$
|
15,600
|
|
|
$
|
(2,527
|
)
|
|
$
|
13,073
|
|
|
8.83
|
|
|
December 31, 2012
|
||||||||||||
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Weighted Average Remaining Life (in years)
|
||||||
Customer relationships
|
|
$
|
13,500
|
|
|
$
|
(225
|
)
|
|
$
|
13,275
|
|
|
9.83
|
Trade name
|
|
1,300
|
|
|
(22
|
)
|
|
1,278
|
|
|
9.83
|
|||
Backlog
|
|
800
|
|
|
(320
|
)
|
|
480
|
|
|
0.25
|
|||
Total intangible assets
|
|
$
|
15,600
|
|
|
$
|
(567
|
)
|
|
$
|
15,033
|
|
|
9.52
|
|
Total for year
|
||
2014
|
$
|
1,480
|
|
2015
|
1,480
|
|
|
2016
|
1,480
|
|
|
2017
|
1,480
|
|
|
2018
|
1,480
|
|
|
Thereafter
|
5,673
|
|
|
Total
|
$
|
13,073
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
Raw materials
|
|
$
|
25,019
|
|
|
$
|
22,082
|
|
Building materials for resale
|
|
1,383
|
|
|
1,645
|
|
||
Precast finished goods
|
|
11
|
|
|
—
|
|
||
Other
|
|
1,197
|
|
|
1,274
|
|
||
|
|
$
|
27,610
|
|
|
$
|
25,001
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
Land and mineral deposits
|
|
$
|
43,964
|
|
|
$
|
41,922
|
|
Buildings and improvements
|
|
13,955
|
|
|
12,922
|
|
||
Machinery and equipment
|
|
74,560
|
|
|
65,448
|
|
||
Mixers, trucks and other vehicles
|
|
48,510
|
|
|
36,100
|
|
||
Other, including construction in progress
|
|
12,265
|
|
|
2,752
|
|
||
|
|
193,254
|
|
|
159,144
|
|
||
Less: accumulated depreciation and depletion
|
|
(54,694
|
)
|
|
(38,273
|
)
|
||
|
|
$
|
138,560
|
|
|
$
|
120,871
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
Balance, beginning of period
|
|
$
|
2,368
|
|
|
$
|
2,537
|
|
Provision for doubtful accounts
|
|
849
|
|
|
1,304
|
|
||
Uncollectible receivables written off, net of recoveries
|
|
(404
|
)
|
|
(1,473
|
)
|
||
Balance, end of period
|
|
$
|
2,813
|
|
|
$
|
2,368
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
Accrued materials
|
|
$
|
10,077
|
|
|
$
|
5,745
|
|
Accrued insurance reserves
|
|
9,713
|
|
|
9,816
|
|
||
Accrued compensation and benefits
|
|
8,179
|
|
|
7,381
|
|
||
Accrued property, sales and other taxes
|
|
5,485
|
|
|
4,632
|
|
||
Bode Earn-out, current portion
|
|
2,250
|
|
|
—
|
|
||
Deferred rent
|
|
2,157
|
|
|
1,904
|
|
||
Accrued interest
|
|
1,896
|
|
|
547
|
|
||
Other
|
|
3,193
|
|
|
6,405
|
|
||
|
|
$
|
42,950
|
|
|
$
|
36,430
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
Senior secured notes due 2018
|
|
$
|
200,000
|
|
|
$
|
—
|
|
Senior secured credit facility due 2018
|
|
—
|
|
|
13,300
|
|
||
Convertible secured notes due 2015, net of discount
|
|
117
|
|
|
46,142
|
|
||
Capital leases
|
|
5,746
|
|
|
—
|
|
||
Other financing
|
|
8,281
|
|
|
4,017
|
|
||
Total debt
|
|
214,144
|
|
|
63,459
|
|
||
Less: current maturities
|
|
3,990
|
|
|
1,861
|
|
||
Total long-term debt
|
|
$
|
210,154
|
|
|
$
|
61,598
|
|
|
|
Year ending December 31,
|
||
2014
|
|
$
|
3,990
|
|
2015
|
|
2,791
|
|
|
2016
|
|
2,403
|
|
|
2017
|
|
2,496
|
|
|
2018
|
|
202,411
|
|
|
Thereafter
|
|
53
|
|
|
|
|
$
|
214,144
|
|
•
|
incur additional indebtedness or issue disqualified stock or preferred stock;
|
•
|
pay dividends or make other distributions or repurchase or redeem our stock or subordinated indebtedness or make investments;
|
•
|
prepay, redeem or repurchase certain debt;
|
•
|
sell assets or issue capital stock of our restricted subsidiaries;
|
•
|
incur liens;
|
•
|
enter into agreements restricting our restricted subsidiaries’ ability to pay dividends, make loans to other U.S. Concrete entities or restrict the ability to provide liens;
|
•
|
enter into transactions with affiliates;
|
•
|
consolidate, merge or sell all or substantially all of our assets;
|
•
|
engage in certain sale/leaseback transactions; and
|
•
|
designate our subsidiaries as unrestricted subsidiaries.
|
•
|
a disposition of all or substantially all of the assets of the guarantor subsidiary, by way of merger, consolidation or otherwise; provided the proceeds of the disposition are applied in accordance with the Indenture;
|
•
|
a disposition of the capital stock of the guarantor subsidiary to a third person, if the disposition complies with the Indenture and as a result the guarantor subsidiary ceases to be a restricted subsidiary;
|
•
|
the designation by us of the guarantor subsidiary as an unrestricted subsidiary or the guarantor subsidiary otherwise ceases to be a restricted subsidiary, in each case in accordance with the Indenture; or
|
•
|
legal or covenant defeasance of the 2018 Notes and discharge of our obligations under the Indenture.
|
|
|
|
|
Fair Value
|
||||||
Derivative Instruments not designated as
hedging instruments under ASC 815 |
|
Balance Sheet Location
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
Warrants
|
|
Current derivative liabilities
|
|
$
|
21,690
|
|
|
$
|
4,857
|
|
Convertible Note embedded derivative
|
|
Current derivative liabilities
|
|
—
|
|
|
17,173
|
|
||
|
|
|
|
$
|
21,690
|
|
|
$
|
22,030
|
|
Derivative Instruments not designated as
hedging instruments under ASC 815 |
|
Location of (Loss)
Recognized |
|
December 31, 2013
|
|
December 31, 2012
|
||||
Warrants
|
|
Derivative loss
|
|
$
|
(16,833
|
)
|
|
$
|
(4,195
|
)
|
Convertible Note embedded derivative
|
|
Derivative loss
|
|
(13,131
|
)
|
|
(15,530
|
)
|
||
|
|
|
|
$
|
(29,964
|
)
|
|
$
|
(19,725
|
)
|
|
|
Number of Shares
|
||||
Derivative Instruments not designated as hedging instruments under ASC 815
|
|
December 31, 2013
|
|
December 31, 2012
|
||
Warrants
|
|
3,000
|
|
|
3,000
|
|
Convertible Note embedded derivative
|
|
—
|
|
|
5,238
|
|
|
|
3,000
|
|
|
8,238
|
|
|
|
As of December 31, 2013
|
||||||||||||||
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Derivative – Warrants
(1)
|
|
$
|
21,690
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21,690
|
|
Derivative – Convertible Notes Embedded Derivative
(2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other Obligations - Bode Earn-out
(3)
|
|
7,000
|
|
|
—
|
|
|
—
|
|
|
7,000
|
|
||||
|
|
$
|
28,690
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28,690
|
|
|
|
As of December 31, 2012
|
||||||||||||||
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Derivative – Warrants
(1)
|
|
$
|
4,857
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,857
|
|
Derivative – Convertible Notes Embedded Derivative
(2)
|
|
17,173
|
|
|
—
|
|
|
—
|
|
|
17,173
|
|
||||
Other Obligations - Bode Earn-out
(3)
|
|
7,000
|
|
|
—
|
|
|
—
|
|
|
7,000
|
|
||||
|
|
$
|
29,030
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,030
|
|
(1)
|
Represents the Warrants (as defined herein, see Note 15).
|
(2)
|
Represented the compound embedded derivative included in our Convertible Notes (see Note 11). The compound embedded derivative included the value associated with the noteholders’ conversion option, as well as certain rights to receive “make-whole” amounts. The “make-whole” provision(s) provided that, upon certain contingent events, if conversion was elected on the Convertible Notes, we may have been obligated to pay such holder an amount in cash, or shares of common stock to compensate noteholders who had converted early as a result of these contingent events, interest and time value of the conversion option foregone via the conversion.
|
(3)
|
Represents the fair value of the Bode Earn-out (see Note 2). The fair value was determined based on expected payouts that will be due to the former owners based on the achievement of certain incremental sales volume milestones, using a contractual discount rate of
7.0%
. These payments are capped at a fair value of
$7.0 million
.
|
|
|
Warrants
|
|
Convertible Notes Embedded
Derivative |
|
Bode Earn-out
|
||||||
Balance at January 1, 2012
|
|
$
|
662
|
|
|
$
|
1,643
|
|
|
$
|
—
|
|
Bode Earn-out liability recorded with acquisition of the Bode Companies
|
|
—
|
|
|
—
|
|
|
7,000
|
|
|||
Total losses included in net loss
|
|
4,195
|
|
|
15,530
|
|
|
—
|
|
|||
Balance at December 31, 2012
|
|
4,857
|
|
|
17,173
|
|
|
7,000
|
|
|||
Total losses included in net loss
|
|
16,833
|
|
|
13,131
|
|
|
—
|
|
|||
Write-off of derivative on Convertible Notes tendered for 2013 Notes
(1)
|
|
—
|
|
|
(26,641
|
)
|
|
—
|
|
|||
Write-off of derivative on Convertible Notes tendered for common stock or remaining at the Conversion Termination Date
(2)
|
|
—
|
|
|
(3,663
|
)
|
|
—
|
|
|||
Balance at December 31, 2013
|
|
$
|
21,690
|
|
|
$
|
—
|
|
|
$
|
7,000
|
|
(1)
|
Represents the pro rata portion of derivative liability associated with tendered Convertible Notes measured at the date of exchange, which is included in the year ended December 31, 2013 gain (loss) on extinguishment of debt on the accompanying consolidated statements of operations.
|
(2)
|
Represents the pro rata portion of derivative liability associated with tendered Convertible Notes measured at the date of tender or remaining at the Conversion Termination Date, which is included in additional paid-in capital on the accompanying consolidated balance sheet for the year ended December 31, 2013.
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||
Shares authorized
|
|
100,000
|
|
|
100,000
|
|
Shares outstanding at end of period
|
|
14,036
|
|
|
13,358
|
|
Shares held in treasury
|
|
414
|
|
|
118
|
|
|
|
Year Ended
December 31, 2013 |
|
Year Ended
December 31, 2012 |
||||
Tax (benefit) expense at statutory rate
|
|
$
|
(6,032
|
)
|
|
$
|
(10,328
|
)
|
Add (deduct):
|
|
|
|
|
|
|||
State income taxes
|
|
1,025
|
|
|
(1,552
|
)
|
||
Nondeductible items
|
|
970
|
|
|
2,095
|
|
||
Valuation allowance
|
|
539
|
|
|
6,165
|
|
||
Derivatives and note discount
|
|
8,369
|
|
|
—
|
|
||
Unrecognized tax benefit
|
|
(3,732
|
)
|
|
(51
|
)
|
||
Other
|
|
16
|
|
|
(89
|
)
|
||
Income tax provision (benefit)
|
|
$
|
1,155
|
|
|
$
|
(3,760
|
)
|
Effective income tax rate
|
|
(6.7
|
)%
|
|
12.7
|
%
|
|
|
Year Ended
December 31, 2013 |
|
Year Ended
December 31, 2012 |
||||
Current:
|
|
|
|
|
||||
Federal
|
|
$
|
108
|
|
|
$
|
—
|
|
State
|
|
1,153
|
|
|
304
|
|
||
|
|
1,261
|
|
|
304
|
|
||
Deferred:
|
|
|
|
|
|
|
||
Federal
|
|
$
|
—
|
|
|
$
|
(3,623
|
)
|
State
|
|
(106
|
)
|
|
(441
|
)
|
||
|
|
(106
|
)
|
|
(4,064
|
)
|
||
Income tax provision (benefit) from continuing operations
|
|
$
|
1,155
|
|
|
$
|
(3,760
|
)
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||
Deferred tax assets:
|
|
|
|
|
|
|
||
Derivatives
|
|
$
|
6,203
|
|
|
$
|
2,176
|
|
Goodwill and other intangibles
|
|
8,579
|
|
|
11,822
|
|
||
Receivables
|
|
1,094
|
|
|
1,208
|
|
||
Inventory
|
|
3,654
|
|
|
3,275
|
|
||
Accrued insurance
|
|
3,768
|
|
|
3,972
|
|
||
Other accrued expenses
|
|
4,904
|
|
|
6,027
|
|
||
Capital loss carryforwards
|
|
4,029
|
|
|
4,232
|
|
||
Net operating loss carryforwards
|
|
22,179
|
|
|
28,683
|
|
||
Other
|
|
366
|
|
|
291
|
|
||
Total gross deferred tax assets
|
|
54,776
|
|
|
61,686
|
|
||
Valuation allowance
|
|
(44,380
|
)
|
|
(44,926
|
)
|
||
Net deferred tax assets
|
|
10,396
|
|
|
16,760
|
|
||
Deferred income tax liabilities:
|
|
|
|
|
||||
Property, plant and equipment, net
|
|
14,258
|
|
|
17,212
|
|
||
Derivatives
|
|
470
|
|
|
—
|
|
||
Total gross deferred tax liabilities
|
|
14,728
|
|
|
17,212
|
|
||
Net deferred tax liability
|
|
$
|
4,332
|
|
|
$
|
452
|
|
The allocation of deferred taxes between current and long-term as of December 31, 2013 and 2012 is as follows (in thousands):
|
||||||||
|
|
2013
|
|
2012
|
||||
Current deferred tax asset, net
|
|
$
|
708
|
|
|
$
|
2,835
|
|
Long-term deferred tax liability, net
|
|
5,040
|
|
|
3,287
|
|
||
Net deferred tax liability
|
|
$
|
4,332
|
|
|
$
|
452
|
|
Balance as of January 1, 2012
|
|
$
|
6,556
|
|
Additions for tax positions related to 2012
|
|
145
|
|
|
Additions for tax positions related to prior years
|
|
508
|
|
|
Reductions due to lapse of statute of limitations
|
|
(611
|
)
|
|
Balance as of December 31, 2012
|
|
$
|
6,598
|
|
Additions for tax positions related to current year
|
|
311
|
|
|
Additions for tax positions related to prior years
|
|
393
|
|
|
Reductions due to lapse of statute of limitations
|
|
(3,813
|
)
|
|
Balance as of December 31, 2013
|
|
$
|
3,489
|
|
|
|
For the years ended December 31,
|
||||||||||||
|
|
2013
|
|
2012
|
||||||||||
|
|
Number
of Units |
|
Weighted-
Average Grant Date Fair Value |
|
Number
of Units |
|
Weighted-
Average Grant Date Fair Value |
||||||
Unvested restricted stock units outstanding at beginning of period
|
|
37
|
|
|
$
|
8.09
|
|
|
166
|
|
|
$
|
8.03
|
|
Granted
|
|
101
|
|
|
16.89
|
|
|
9
|
|
|
5.00
|
|
||
Vested
|
|
(108
|
)
|
|
13.20
|
|
|
(117
|
)
|
|
7.78
|
|
||
Forfeited
|
|
(1
|
)
|
|
8.00
|
|
|
(21
|
)
|
|
7.99
|
|
||
Unvested restricted stock units outstanding at end of period
|
|
29
|
|
|
$
|
19.78
|
|
|
37
|
|
|
$
|
8.09
|
|
|
|
For the years ended December 31,
|
||||||||||||
|
|
2013
|
|
2012
|
||||||||||
|
|
Number
of Shares |
|
Weighted-
Average Grant Date Fair Value |
|
Number
of Shares |
|
Weighted-
Average Grant Date Fair Value |
||||||
Unvested restricted stock awards outstanding at beginning of period
|
|
1,070
|
|
|
$
|
4.18
|
|
|
750
|
|
|
$
|
4.74
|
|
Granted
|
|
214
|
|
|
11.55
|
|
|
492
|
|
|
3.51
|
|
||
Vested
|
|
(748
|
)
|
|
4.00
|
|
|
(112
|
)
|
|
6.00
|
|
||
Forfeited
|
|
(49
|
)
|
|
7.28
|
|
|
(60
|
)
|
|
3.40
|
|
||
Unvested restricted stock awards outstanding at end of period
|
|
487
|
|
|
$
|
7.40
|
|
|
1,070
|
|
|
$
|
4.18
|
|
|
|
For the years ended December 31,
|
||||||||||||
|
|
2013
|
|
2012
|
||||||||||
|
|
Number
of Shares Underlying Options |
|
Weighted-
Average Exercise Price |
|
Number
of Shares Underlying Options |
|
Weighted-
Average Exercise Price |
||||||
Options outstanding at beginning of year
|
|
107
|
|
|
$
|
17.23
|
|
|
178
|
|
|
$
|
17.23
|
|
Granted
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Exercised
|
|
(17
|
)
|
|
13.14
|
|
|
—
|
|
|
—
|
|
||
Forfeited and expired
|
|
(10
|
)
|
|
21.71
|
|
|
(71
|
)
|
|
17.23
|
|
||
Options outstanding at end of year
|
|
80
|
|
|
$
|
17.53
|
|
|
107
|
|
|
$
|
17.23
|
|
Options exercisable at end of year
|
|
79
|
|
|
$
|
17.53
|
|
|
77
|
|
|
$
|
17.23
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Range of exercise prices
|
|
Number of Shares Outstanding
|
|
Weighted Average Remaining Contractual Life
|
|
Weighted Average Exercise Price
|
|
Number of Shares Outstanding
|
|
Weighted Average Exercise Price
|
||||||
$12.00 - $12.00
|
|
24
|
|
|
4.75
|
|
$
|
12.00
|
|
|
24
|
|
|
$
|
12.00
|
|
$15.00 - $15.00
|
|
28
|
|
|
5.02
|
|
15.00
|
|
27
|
|
|
15.00
|
||||
$22.69 - $22.69
|
|
14
|
|
|
5.06
|
|
22.69
|
|
14
|
|
|
22.69
|
||||
$26.68 - $26.68
|
|
14
|
|
|
5.06
|
|
26.68
|
|
14
|
|
|
26.68
|
||||
$12.00 - $26.68
|
|
80
|
|
|
4.95
|
|
$
|
17.53
|
|
|
79
|
|
|
$
|
17.53
|
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||
Potentially dilutive shares:
|
|
|
|
|
||
Convertible Notes
|
|
349
|
|
|
5,238
|
|
Unvested restricted stock awards and restricted stock units
|
|
516
|
|
|
1,107
|
|
Stock options
|
|
80
|
|
|
107
|
|
Warrants
|
|
3,000
|
|
|
3,000
|
|
Total potentially dilutive shares
|
|
3,945
|
|
|
9,452
|
|
•
|
non-cash stock compensation expense;
|
•
|
corporate officer severance expense; and
|
•
|
expenses associated with the relocation of our corporate headquarters.
|
|
|
Year ended December 31, 2013
|
|
Year ended December 31, 2012
|
||||
Revenue:
|
|
|
|
|
||||
Ready-mixed concrete
|
|
|
|
|
||||
Sales to external customers
|
|
$
|
545,302
|
|
|
$
|
473,807
|
|
Aggregate products
|
|
|
|
|
||||
Sales to external customers
|
|
21,715
|
|
|
18,261
|
|
||
Intersegment sales
|
|
16,498
|
|
|
13,736
|
|
||
Total Reportable Segment Revenue
|
|
583,515
|
|
|
505,804
|
|
||
Other products and eliminations
|
|
31,485
|
|
|
25,243
|
|
||
Total revenue
|
|
$
|
615,000
|
|
|
$
|
531,047
|
|
|
|
|
|
|
||||
Reportable Segment Adjusted EBITDA:
|
|
|
|
|
||||
Ready-mixed concrete
|
|
$
|
58,583
|
|
|
$
|
41,486
|
|
Aggregate products
|
|
7,192
|
|
|
4,142
|
|
||
Total reportable segment Adjusted EBITDA
|
|
65,775
|
|
|
45,628
|
|
||
|
|
|
|
|
||||
Reconciliation of reportable segment Adjusted EBITDA to loss from continuing operations before income taxes:
|
|
|
|
|
||||
Total reportable segment Adjusted EBITDA
|
|
65,775
|
|
|
45,628
|
|
||
Other products and eliminations income from operations
|
|
2,436
|
|
|
(481
|
)
|
||
Corporate overhead, net of insurance allocations
|
|
(29,957
|
)
|
|
(29,460
|
)
|
||
Depreciation, depletion and amortization for reportable segments
|
|
(15,777
|
)
|
|
(12,549
|
)
|
||
Interest expense, net
|
|
(11,332
|
)
|
|
(11,344
|
)
|
||
Corporate gain (loss) on early extinguishment of debt
|
|
985
|
|
|
(2,630
|
)
|
||
Corporate derivative loss
|
|
(29,964
|
)
|
|
(19,725
|
)
|
||
Corporate, other products and eliminations other income, net
|
|
599
|
|
|
1,052
|
|
||
Loss from continuing operations before income taxes
|
|
$
|
(17,235
|
)
|
|
$
|
(29,509
|
)
|
|
|
|
|
|
||||
Capital Expenditures:
|
|
|
|
|
|
|
||
Ready-mixed concrete
|
|
$
|
12,236
|
|
|
$
|
5,232
|
|
Aggregate products
|
|
5,773
|
|
|
1,752
|
|
||
Other
|
|
1,979
|
|
|
1,036
|
|
||
Total capital expenditures
|
|
$
|
19,988
|
|
|
$
|
8,020
|
|
|
|
|
|
|
||||
Revenue by Product:
|
|
|
|
|
|
|
||
Ready-mixed concrete
|
|
$
|
545,302
|
|
|
$
|
473,807
|
|
Aggregate products
|
|
21,715
|
|
|
18,261
|
|
||
Precast concrete products
|
|
16,845
|
|
|
13,826
|
|
||
Building materials
|
|
14,656
|
|
|
11,363
|
|
||
Lime
|
|
7,356
|
|
|
6,762
|
|
||
Hauling
|
|
4,533
|
|
|
4,729
|
|
||
Other
|
|
4,593
|
|
|
2,299
|
|
||
Total revenue
|
|
$
|
615,000
|
|
|
$
|
531,047
|
|
|
|
2013
|
|
2012
|
||||
Identifiable Assets (as of December 31):
|
|
|
|
|
||||
Ready-mixed concrete
|
|
$
|
91,776
|
|
|
$
|
75,469
|
|
Aggregate products
|
|
36,819
|
|
|
34,316
|
|
||
Other products and corporate
|
|
9,964
|
|
|
11,086
|
|
||
Total Identifiable assets
|
|
$
|
138,559
|
|
|
$
|
120,871
|
|
Pension Fund
|
|
EIN/ PPN
|
|
Pension
Protection Act Zone Status |
|
FIP/RP
Status Pending/ Implemented |
|
Contributions
(in Thousands) |
Surcharge
Imposed |
|
Expiration
Date of Collective Bargaining Agreement |
|||||||
|
|
2013 and 2012
|
|
|
2013
|
|
2012
|
|
|
|||||||||
Western Conference of Teamsters Pension Plan
|
|
91-6145047/001
|
|
Green
|
|
No
|
|
$
|
3,204
|
|
|
$
|
2,514
|
|
|
No
|
|
6/30/2016
|
Operating Engineers Pension Trust Fund
|
|
94-60907064/001
|
|
Orange
|
|
Yes
|
|
837
|
|
|
534
|
|
|
No
|
|
7/1/2014
|
||
Local 282 Pension Trust Fund
|
|
011-6245313/001
|
|
Green
|
|
No
|
|
650
|
|
|
584
|
|
|
No
|
|
6/30/2016
|
||
Trucking Employees of North Jersey Pension Fund
|
|
22-6063701/001
|
|
Red
|
|
Yes
|
|
513
|
|
|
426
|
|
|
No
|
|
4/30/2018
|
||
Pension Fund Local 445
|
|
13-1864489/001
|
|
Yellow
|
|
Yes
|
|
193
|
|
|
165
|
|
|
No
|
|
6/30/2014
|
||
Automotive Industries Pension Plan
|
|
94-1133245/001
|
|
Red
|
|
Yes
|
|
180
|
|
|
61
|
|
|
No
|
|
8/31/2016
|
||
Operating Engineers 825 Pension Fund
|
|
22-6033380/001
|
|
Orange
|
|
Yes
|
|
151
|
|
|
124
|
|
|
No
|
|
5/31/2013 to 3/31/2016
|
||
Other
|
|
Various
|
|
Various
|
|
Various
|
|
495
|
|
|
539
|
|
|
Various
|
|
4/30/2013 to
4/30/2018 |
||
|
|
|
|
|
|
|
|
$
|
6,223
|
|
|
$
|
4,947
|
|
|
|
|
|
|
|
2013
|
||||||||||||||
|
|
(in thousands, except per share data)
|
||||||||||||||
|
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
||||||||
Revenue - continuing operations
|
|
$
|
127,741
|
|
|
$
|
162,520
|
|
|
$
|
173,567
|
|
|
$
|
151,172
|
|
Net income (loss)
|
|
$
|
(14,364
|
)
|
|
$
|
6,675
|
|
|
$
|
(7,302
|
)
|
|
$
|
(5,138
|
)
|
Net income (loss) per share-basic
|
|
$
|
(1.16
|
)
|
|
$
|
0.53
|
|
|
$
|
(0.55
|
)
|
|
$
|
(0.38
|
)
|
Net income (loss) per share-diluted
|
|
$
|
(1.16
|
)
|
|
$
|
0.50
|
|
|
$
|
(0.55
|
)
|
|
$
|
(0.38
|
)
|
|
|
2012
|
||||||||||||||
|
|
(in thousands, except per share data)
|
||||||||||||||
|
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
||||||||
Revenue - continuing operations
|
|
$
|
110,915
|
|
|
$
|
138,177
|
|
|
$
|
147,046
|
|
|
$
|
134,909
|
|
Net income (loss)
|
|
$
|
(10,230
|
)
|
|
$
|
(308
|
)
|
|
$
|
(3,211
|
)
|
|
$
|
(11,990
|
)
|
Net income (loss) per share-basic
|
|
$
|
(0.84
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.26
|
)
|
|
$
|
(0.98
|
)
|
Net income (loss) per share-diluted
|
|
$
|
(0.84
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(0.26
|
)
|
|
$
|
(0.98
|
)
|
|
|
December 31, 2013
|
||
Trade accounts receivable, net
|
|
$
|
2,204
|
|
Inventories
|
|
808
|
|
|
Other current assets
|
|
2,300
|
|
|
Property, plant and equipment, net
|
|
1,724
|
|
|
Total assets
|
|
$
|
7,036
|
|
|
|
|
||
Accounts payable
|
|
$
|
1,323
|
|
Accrued liabilities
|
|
65
|
|
|
Total liabilities
|
|
$
|
1,388
|
|
Plan Category
|
|
Number of Securities
to Be Issued Upon
Exercise of
Outstanding Stock
Options
|
|
Weighted Average
Exercise Price of
Outstanding Stock
Options
|
|
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in First
Column)
|
||||
Equity compensation plans approved by security holders
(1)
|
|
80
|
|
|
$
|
17.53
|
|
|
1,095
|
|
(1)
|
We adopted a management equity incentive plan (the "2010 Plan"), effective as of August 31, 2010, under which 9.5% of the equity of the Company authorized pursuant to our Plan of Reorganization, on a fully-diluted basis, is reserved for issuance as equity-based awards to management and employees, and 0.5% of such equity, on a fully-diluted basis, is reserved for issuance to directors of the Company. On January 23, 2013, we adopted, and on May 15, 2013, the Company’s stockholders approved the U.S. Concrete Long Term Incentive Plan (the “2013 Plan”), which allows, among other things, for approximately 0.5 million shares of common stock to be reserved for grant as equity-based awards to our management, employees, and
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U.S. CONCRETE, INC.
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Date: March 7, 2014
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By:
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/s/ William J. Sandbrook
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William J. Sandbrook
President and Chief Executive Officer
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Signature
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Title
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/s/ William J. Sandbrook
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President and Chief Executive Officer and Director (Principal Executive Officer)
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William J. Sandbrook
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/s/ William M. Brown
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Senior Vice President and Chief Financial Officer (Principal Financial Officer)
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William M. Brown
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/s/ Kevin R. Kohutek
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Vice President and Controller (Principal Accounting Officer)
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Kevin R. Kohutek
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/s/ Kurt M. Cellar
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Director
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Kurt M. Cellar
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/s/ Eugene I. Davis
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Director
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Eugene I. Davis
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/s/ Michael D. Lundin
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Director
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Michael D. Lundin
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/s/ Robert M. Rayner
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Director
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Robert M. Rayner
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/s/ Theodore P. Rossi
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Director
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Theodore P. Rossi
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/s/ Colin M. Sutherland
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Director
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Colin M. Sutherland
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Exhibit
Number
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Description
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2.1*
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|
—Debtors’ Joint Plan of Reorganization filed pursuant to Chapter 11 of the United States Bankruptcy Code filed on July 27, 2010 with the United States Bankruptcy Court for the District of Delaware in Case No. 10-11407 (Jointly Administered) (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 30, 2010 (File No. 000-26025)).
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2.2*
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—Debtors’ Disclosure Statement filed pursuant to Chapter 11 of the United States Bankruptcy Code filed on June 2, 2010 with the United States Bankruptcy Court for the District of Delaware in Case No. 10-11407 (Jointly Administered) (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed on July 30, 2010 (File No. 000-26025)).
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2.3*
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Equity Purchase Agreement, dated as of October 17, 2012, by and between Randolph R. Boardman and Terri L. Boardman, Trustees under the Randolph R. Boardman and Terri L. Boardman Family Trust Agreement dated January 21, 1997, Douglas H. Boardman and Lauren Boardman, Trustees of the Douglas H. Boardman and Lauren Boardman Family Trust, Danvers M. Boardman, III, Trustee under the DMB III Trust Agreement dated July 12, 2008 and Kathy M. Boardman, Trustee under the KMSB Trust Agreement dated June 26, 2008, as Sellers, and Randolph R. Boardman, Terri L. Boardman, Douglas H. Boardman, Lauren Boardman, Danvers M. Boardman III and Kathy M. Boardman, on the one hand, and Central Concrete Supply Co., Inc., and U.S. Concrete, Inc., on the other hand (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed October 18, 2012 (File No. 001-34530.))
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3.1*
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—Amended and Restated Certificate of Incorporation of U.S. Concrete, Inc. (incorporated by reference to Exhibit 1 to the Company’s Registration Statement on Form 8-A filed on August 31, 2010 (File No. 000-26025)).
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3.2*
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—Third Amended and Restated By-Laws of U.S. Concrete, Inc. (incorporated by reference to Exhibit 2 to the Company’s Registration Statement on Form 8-A filed on August 31, 2010 (File No. 000-26025)).
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4.1*
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—Form of common stock certificate (incorporated by reference to Exhibit 3 to the Company’s Registration Statement on Form 8-A filed August 31, 2010 (File No. 000-26025)).
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4.2*
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—Indenture, dated as of August 31, 2010, by and among U.S. Concrete, Inc., the Guarantors named therein, and U.S. Bank National Association, as Trustee and Noteholder Collateral Agent (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on September 2, 2010 (File No. 000-26025)).
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4.3*
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—Registration Rights Agreement, dated as of August 31, 2010, by and among U.S. Concrete, Inc., the Guarantors named therein and the Holders party thereto (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on September 2, 2010 (File No. 000-26025)).
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4.4*
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—Form of Convertible Secured Note, included in Exhibit 4.2 (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on September 2, 2010 (File No. 000-26025)).
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4.5*
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—Class A Warrant Agreement, dated as of August 31, 2010, by and among U.S. Concrete, Inc., subsidiaries named therein, and U.S. Bank National Association, as noteholder collateral agent (incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form 8-A filed on August 31, 2010 (File No. 000-26025)).
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4.6*
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—Class B Warrant Agreement, dated as of August 31, 2010, by and among U.S. Concrete, Inc., subsidiaries named therein, and U.S. Bank National Association, as noteholder collateral agent (incorporated by reference to Exhibit 5 to the Company’s Registration Statement on Form 8-A filed on August 31, 2010 (File No. 000-26025)).
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4.7*
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—First Supplemental Indenture, dated as of October 30, 2012, by and among Bode Gravel Co., and Bode Concrete LLC, as new guarantors, U.S. Concrete, Inc., as issuer, and U.S. Bank National Association, as Trustee.
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4.8*
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—Second Supplemental Indenture, dated as of March 22, 2013, by and among U.S. Concrete, Inc., as issuer, the Guarantors party thereto and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated March 22, 2013 (File No. 001-34530)).
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4.9*
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—First Amendment to Intercreditor Agreement, dated as of March 22, 2013, by and among Bank of America, N.A., as successor in interest to JPMorgan Chase Bank, N.A., as administrative agent for the ABL Secured Parties (as defined in the Intercreditor Agreement), U.S. Bank National Association, as trustee and noteholder collateral agent for the Convertible Note Parties (as defined therein), U.S. Bank, as trustee and noteholder collateral agent for the Senior Secured Parties (as defined therein), U.S. Concrete, Inc. and each of the other Loan Parties (as defined in the Intercreditor Agreement) (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K dated March 22, 2013 (File No. 001-34530)).
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4.10*
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—Indenture, dated as of November 22, 2013, by and among U.S. Concrete, Inc., the subsidiary guarantors party thereto, and U.S. Bank National Association, as trustee and noteholder collateral agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated November 22, 2013 (File No. 001-34530)).
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4.11*
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—Registration Rights Agreement, dated as of November 22, 2013, by and among U.S. Concrete, Inc., the guarantors party thereto, J.P. Morgan Securities LLC, as representative of the initial purchasers (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated November 22, 2013 (File No. 001-34530)).
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4.12*
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—Second Amendment to Intercreditor Agreement, dated as of November 22, 2013, by and among Bank of America, N.A., as administrative agent for the ABL Secured Parties, U.S. Bank National Association, as trustee and noteholder collateral agent, U.S. Concrete, Inc., and the other Loan Parties party thereto (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K dated November 22, 2013 (File No. 001-34530)).
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10.1*
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—Pledge Commitment Letter, dated as of July 27, 2010, by and among U.S. Concrete, Inc., JPMorgan Securities Inc., JPMorgan Chase Bank, N.A. and Wells Fargo Capital Finance, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 28, 2010 (File No. 001-34530)).
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10.2*†
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—Severance Agreement, dated as of July 31, 2007, by and between U.S. Concrete, Inc. and Jeff L. Davis (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 001-34530)).
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10.3*†
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—First Amendment to Severance Agreement, effective as of December 31, 2008, by and between U.S. Concrete, Inc. and Jeff L. Davis (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 001-34530)).
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10.4*†
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—U.S. Concrete, Inc. and Subsidiaries 2010 Annual Team Member Incentive Plan (incorporated by reference to Exhibit 10.12 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 001-34530)).
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10.5*†
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—U.S. Concrete, Inc. Management Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on September 2, 2010 (File No. 000-26025)).
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10.6*†
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—U.S. Concrete, Inc. Non-Qualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on September 2, 2010 (File No. 000-26025)).
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10.7*†
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—U.S. Concrete, Inc. Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on September 2, 2010 (File No. 000-26025)).
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10.8*†
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—Form of Indemnification Agreement (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on September 2, 2010 (File No. 000-26025)).
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10.9*
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—U.S. Concrete, Inc. and Subsidiaries 2011 Annual Team Member Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 6, 2011 (File No. 011-34530)).
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10.10*†
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—Executive Severance Agreement, effective as of August 22, 2011 between U.S. Concrete, Inc. and William J. Sandbrook (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 22, 2011 (File No. 001-34530)).
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10.11*†
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—Indemnification Agreement, effective as of August 22, 2011 between U.S. Concrete, Inc. and William J. Sandbrook (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 22, 2011 (File No. 001-34530)).
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10.12*
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—Asset Purchase Agreement dated August 2, 2012 by and among U.S. Concrete, Inc. and Central Precast Concrete, Inc., San Diego Precast Concrete, Inc., Sierra Precast Inc. and Oldcastle Precast, Inc. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed August 3, 2012 (File No. 001-34530)).
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10.13*†
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—Offer Letter to William Matthew Brown, dated August 7, 2012 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed August 4, 2012 (File No. 001-34530)).
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10.14*†
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—Executive Severance Agreement dated August 8, 2012 by and between U.S. Concrete, Inc. and William Matthew Brown (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed August 9, 2012 (File No. 001-34530)).
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10.15*†
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—Indemnification Agreement dated August 8, 2012 by and between U.S. Concrete, Inc. and William Matthew Brown (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed August 7, 2012 (File No. 001-34530)).
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10.16†
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—Executive Severance Agreement dated January 23, 2013 by and between U.S. Concrete, Inc. and Niel L. Poulsen.
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10.17*†
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—Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 6, 2013 (File No. 0001-34530)).
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10.18*†
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—U.S. Concrete, Inc. Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 17, 2013 (File No. 001-34530)).
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10.19*†
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—U.S. Concrete, Inc. Deferred Compensation Plan Adoption Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated April 17, 2013 (File No. 001-34530)).
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10.20*†
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—U.S. Concrete, Inc. Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 15, 2013 (File No. 001-34530)).
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10.21*†
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—Form of Restricted Stock Agreement (Employee Form) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 1, 2013 (File No. 001-34530)).
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10.22*
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—First Amended and Restated Loan and Security Agreement, dated as of October 29, 2013 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 29, 2013 (File No. 001-34530)).
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10.23†
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—U.S. Concrete, Inc. Management Equity Incentive Plan effective January 1, 2013.
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10.24†
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—Executive Severance Agreement dated August 1, 2013 by and between U.S. Concrete, Inc. and Paul M. Jolas.
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21.1
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—Subsidiaries.
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23.1
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—Consent of Grant Thornton LLP, independent registered public accounting firm.
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31.1
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—Rule 13a-14(a)/15d-14(a) Certification of William J. Sandbrook.
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31.2
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—Rule 13a-14(a)/15d-14(a) Certification of William M. Brown.
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32.1
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—Section 1350 Certification of William J. Sandbrook.
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32.2
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—Section 1350 Certification of William M. Brown.
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95.1
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—Mine Safety Disclosure.
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101.INS
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—Instance Document
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101.SCH
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—XBRL Taxonomy Extension Schema Document
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101.CAL
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—XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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—XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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—XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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—XBRL Taxonomy Extension Presentation Linkbase Document
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_______/s/ Paul M Jolas__________
Executive
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U.S. Concrete, Inc.
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Date:
October 8, 2013
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By:
/s/ Mark B. Peabody
Printed Name: Mark B. Peabody Title: Vice President, HR Date: October 8, 2013 |
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Position:
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Vice President, General Counsel and Corporate Secretary
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Location:
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Euless, Texas
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Geographic Region of Responsibility:
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During Executive’s employment with the Company, within 75 miles of any plant or other operating facility in which the Company is then engaged in business. Upon termination of Executive’s employment with the Company, within 75 miles of any plant or other operating facility in which the Company was engaged in business on the date immediately prior to Executive’s termination.
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Change in Control Multiplier:
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2
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Period of Post-Employment
Non-Competition Obligations: |
If Executive’s employment is terminated under Section 1.1 or 1.2, the Period of Post-Employment Non-Competition Obligations shall be one year from the date of termination. If Executive’s employment is terminated under Section 1.3, the Period of Post-Employment Non-Competition Obligations shall commence on the date of termination and continue for period of time equal to (a) 12 months multiplied by (b) the Change in Control Multiplier.
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Annual Base Salary:
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$280,000 or such higher rate as may be determined by the Company from time to time
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Annual Paid Vacation:
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Three weeks
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Entity Name
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Jurisdiction of Incorporation
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Alberta Investments, Inc.
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Texas
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Alliance Haulers, Inc.
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Texas
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American Concrete Products, Inc.
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California
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Atlas Redi-Mix, LLC
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Texas
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Atlas-Tuck Concrete, Inc.
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Oklahoma
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Beall Concrete Enterprises, LLC
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Texas
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Beall Industries, Inc.
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Texas
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Beall Investment Corporation, Inc.
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Delaware
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Beall Management, Inc.
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Texas
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Bode Concrete, LLC
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California
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Bode Gravel Co.
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California
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Breckenridge Ready Mix, Inc.
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Texas
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Central Concrete Supply Co., Inc.
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California
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Central Precast Concrete, Inc.
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California
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Concrete Acquisition IV, LLC
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Delaware
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Concrete Acquisition V, LLC
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Delaware
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Concrete Acquisition VI, LLC
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Delaware
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Concrete XXXIV Acquisition, Inc.
|
Delaware
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Concrete XXXV Acquisition, Inc.
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Delaware
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Concrete XXXVI Acquisition, Inc.
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Delaware
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Eastern Concrete Materials, Inc.
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New Jersey
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Hamburg Quarry Limited Liability Company
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New Jersey
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Ingram Concrete, LLC
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Texas
|
Kurtz Gravel Company. Inc.
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Michigan
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Local Concrete Supply & Equipment, LLC
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Delaware
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Master Mix, LLC
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Delaware
|
Master Mix Concrete, LLC
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New Jersey
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MG, LLC
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Maryland
|
NYC Concrete Materials, LLC
|
Delaware
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Pebble Lane Associates, LLC
|
Delaware
|
Redi-Mix Concrete, LP
|
Texas
|
Redi-Mix, GP LLC
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Texas
|
Redi-Mix, LLC
|
Texas
|
Riverside Materials, LLC
|
Delaware
|
San Diego Precast Concrete, Inc.
|
Delaware
|
Sierra Precast, Inc.
|
California
|
Smith Pre-Cast, Inc.
|
Delaware
|
Superior Concrete Materials, Inc.
|
Washington, DC
|
Titan Concrete Industries, Inc.
|
Delaware
|
USC Atlantic, Inc.
|
Delaware
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USC Management Co., LLC
|
Delaware
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USC Payroll, Inc.
|
Delaware
|
USC Technologies, Inc.
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Delaware
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U.S. Concrete On-Site, Inc.
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Delaware
|
U.S. Concrete Texas Holdings, Inc.
|
Delaware
|
Date: March 7, 2014
|
By:
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/s/ William J. Sandbrook
|
|
|
|
William J. Sandbrook
|
|
|
|
President and Chief Executive Officer
|
|
Date: March 7, 2014
|
By:
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/s/ William M. Brown
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|
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William M. Brown
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|
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Senior Vice President and Chief Financial Officer
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Date: March 7, 2014
|
By:
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/s/ William J. Sandbrook
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|
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William J. Sandbrook
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|
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President and Chief Executive Officer
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Date: March 7, 2014
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By:
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/s/ William M. Brown
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William M. Brown
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Senior Vice President and Chief Financial Officer
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(H)
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||
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(A)
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(B)
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(C)
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(D)
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(E)
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(F)
|
(G)
|
Pending
|
||
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Section
|
Section
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Section
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Section
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Section
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Proposed
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|
Legal
|
||
Mine Name/ID
|
104 S&S
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104(b)
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104(d)
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110(b)(2)
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107(a)
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Assessments
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Fatalities
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Action
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||
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||
Robert Lee Quarry / 4102617
|
-
|
-
|
-
|
-
|
-
|
-
|
|
-
|
-
|
|
|
|
|
|
|
|
|
|
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||
Cox Bend Quarry / 4102977
|
1
|
-
|
-
|
-
|
-
|
$
|
127.00
|
|
-
|
-
|
|
|
|
|
|
|
|
|
|
||
Bronte Quarry / 4104210
|
2
|
-
|
-
|
-
|
-
|
$
|
969.00
|
|
-
|
-
|
|
|
|
|
|
|
|
|
|
||
Chatfield Plant / 4104209
|
2
|
-
|
-
|
-
|
-
|
$
|
587.00
|
|
-
|
-
|
|
|
|
|
|
|
|
|
|
||
Hamburg Quarry / 2800011
|
2
|
-
|
-
|
-
|
-
|
$
|
1,512.00
|
|
-
|
-
|
|
|
|
|
|
|
|
|
|
||
Glen Gardner Quarry / 2800009
|
2
|
-
|
-
|
-
|
-
|
$
|
425.00
|
|
-
|
-
|
|
|
|
|
|
|
|
|
|
||
Cedar Bridge Quarry / 2800717
|
-
|
-
|
-
|
-
|
-
|
-
|
|
-
|
-
|
(A)
|
|
The total number of violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a coal or other mine safety or health hazard under section 104 of the Mine Safety and Health Act of 1977 (30 U.S.C. 814) for which the operator received a citation from the Mine Safety and Health Administration.
|
|
|
|
(B)
|
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The total number of orders issued under section 104(b) of such Act (30 U.S.C. 814(b)).
|
|
|
|
(C)
|
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The total number of citations and orders for unwarrantable failure of the mine operator to comply with mandatory health or safety standards under section 104(d) of such Act (30 U.S.C. 814(d)).
|
|
|
|
(D)
|
|
The total number of flagrant violations under section 110(b)(2) of such Act (30 U.S.C. 820(b)(2)).
|
|
|
|
(E)
|
|
The total number of imminent danger orders issued under section 107(a) of such Act (30 U.S.C. 817(a)).
|
|
|
|
(F)
|
|
The total dollar value of proposed assessments from the Mine Safety and Health Administration under such Act (30 U.S.C. 801 et seq.).
|
|
|
|
(G)
|
|
The total number of mining-related fatalities.
|
|
|
|
(H)
|
|
Any pending legal action before the Federal Mine Safety and Health Review Commission involving such coal or other mine.
|