Delaware
|
|
76-0586680
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification Number)
|
|
|
Page
No.
|
Part I – Financial Information
|
|
|
Item 1.
|
Financial Statements (Unaudited)
|
|
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
Part II – Other Information
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 4.
|
||
Item 6.
|
||
|
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
15,026
|
|
|
$
|
30,202
|
|
Trade accounts receivable, net of allowances of $5,360 and $3,726 as of June 30, 2015 and December 31, 2014, respectively
|
163,662
|
|
|
114,902
|
|
||
Inventories
|
36,037
|
|
|
31,722
|
|
||
Deferred income taxes
|
4,172
|
|
|
1,887
|
|
||
Prepaid expenses
|
5,297
|
|
|
3,965
|
|
||
Other receivables
|
4,421
|
|
|
6,519
|
|
||
Assets held for sale
|
—
|
|
|
3,779
|
|
||
Other current assets
|
1,742
|
|
|
301
|
|
||
Total current assets
|
230,357
|
|
|
193,277
|
|
||
Property, plant and equipment, net of accumulated depreciation, depletion, and amortization of $87,200 and $72,962 as of June 30, 2015 and December 31, 2014, respectively
|
206,548
|
|
|
176,524
|
|
||
Goodwill
|
111,925
|
|
|
50,757
|
|
||
Intangible assets, net
|
42,672
|
|
|
31,720
|
|
||
Other assets
|
8,241
|
|
|
8,250
|
|
||
Total assets
|
$
|
599,743
|
|
|
$
|
460,528
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
83,055
|
|
|
$
|
48,705
|
|
Accrued liabilities
|
56,853
|
|
|
50,391
|
|
||
Current maturities of long-term debt
|
7,976
|
|
|
5,104
|
|
||
Derivative liabilities
|
44,737
|
|
|
25,246
|
|
||
Liabilities held for sale
|
—
|
|
|
902
|
|
||
Total current liabilities
|
192,621
|
|
|
130,348
|
|
||
Long-term debt, net of current maturities
|
272,558
|
|
|
215,333
|
|
||
Other long-term obligations and deferred credits
|
9,028
|
|
|
6,940
|
|
||
Deferred income taxes
|
9,149
|
|
|
6,427
|
|
||
Total liabilities
|
483,356
|
|
|
359,048
|
|
||
Commitments and contingencies (Note 15)
|
|
|
|
|
|
||
Equity:
|
|
|
|
|
|
||
Preferred stock
|
—
|
|
|
—
|
|
||
Common stock
|
15
|
|
|
15
|
|
||
Additional paid-in capital
|
174,558
|
|
|
156,745
|
|
||
Accumulated deficit
|
(43,524
|
)
|
|
(42,743
|
)
|
||
Treasury stock, at cost
|
(14,662
|
)
|
|
(12,537
|
)
|
||
Total stockholders’ equity
|
116,387
|
|
|
101,480
|
|
||
Total liabilities and equity
|
$
|
599,743
|
|
|
$
|
460,528
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Revenue
|
$
|
244,695
|
|
|
$
|
180,358
|
|
|
$
|
416,033
|
|
|
$
|
326,615
|
|
Cost of goods sold before depreciation, depletion and amortization
|
192,296
|
|
|
145,324
|
|
|
332,082
|
|
|
269,849
|
|
||||
Selling, general and administrative expenses
|
22,234
|
|
|
14,388
|
|
|
40,298
|
|
|
28,031
|
|
||||
Depreciation, depletion and amortization
|
10,567
|
|
|
5,484
|
|
|
18,846
|
|
|
10,382
|
|
||||
Gain on revaluation of contingent consideration
|
(664
|
)
|
|
—
|
|
|
(664
|
)
|
|
—
|
|
||||
Loss (gain) on sale of assets
|
25
|
|
|
46
|
|
|
(38
|
)
|
|
(303
|
)
|
||||
Income from operations
|
20,237
|
|
|
15,116
|
|
|
25,509
|
|
|
18,656
|
|
||||
Interest expense, net
|
(5,367
|
)
|
|
(5,055
|
)
|
|
(10,520
|
)
|
|
(10,065
|
)
|
||||
Derivative loss
|
(8,048
|
)
|
|
(1,748
|
)
|
|
(19,547
|
)
|
|
(2,371
|
)
|
||||
Other income, net
|
692
|
|
|
537
|
|
|
1,291
|
|
|
1,026
|
|
||||
Income (loss) from continuing operations before income taxes
|
7,514
|
|
|
8,850
|
|
|
(3,267
|
)
|
|
7,246
|
|
||||
Income tax (benefit) expense
|
(2,709
|
)
|
|
730
|
|
|
(2,783
|
)
|
|
752
|
|
||||
Income (loss) from continuing operations
|
10,223
|
|
|
8,120
|
|
|
(484
|
)
|
|
6,494
|
|
||||
(Loss) income from discontinued operations, net of taxes
|
(520
|
)
|
|
(259
|
)
|
|
(297
|
)
|
|
214
|
|
||||
Net income (loss)
|
$
|
9,703
|
|
|
$
|
7,861
|
|
|
$
|
(781
|
)
|
|
$
|
6,708
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) from continuing operations
|
$
|
0.73
|
|
|
$
|
0.60
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.48
|
|
(Loss) income from discontinued operations, net of taxes
|
(0.04
|
)
|
|
(0.02
|
)
|
|
(0.02
|
)
|
|
0.01
|
|
||||
Net income (loss) per share – basic
|
$
|
0.69
|
|
|
$
|
0.58
|
|
|
$
|
(0.06
|
)
|
|
$
|
0.49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) from continuing operations
|
$
|
0.67
|
|
|
$
|
0.59
|
|
|
$
|
(0.04
|
)
|
|
$
|
0.47
|
|
(Loss) income from discontinued operations, net of taxes
|
(0.03
|
)
|
|
(0.02
|
)
|
|
(0.02
|
)
|
|
0.01
|
|
||||
Net income (loss) per share – diluted
|
$
|
0.64
|
|
|
$
|
0.57
|
|
|
$
|
(0.06
|
)
|
|
$
|
0.48
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
14,049
|
|
|
13,557
|
|
|
13,806
|
|
|
13,562
|
|
||||
Diluted
|
15,218
|
|
|
13,872
|
|
|
13,806
|
|
|
13,874
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|||||||||||||
|
# of Shares
|
|
Par Value
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Deficit
|
|
Treasury
Stock
|
|
Total
Equity
|
|||||||||||
BALANCE, December 31, 2013
|
14,036
|
|
|
$
|
14
|
|
|
$
|
152,695
|
|
|
$
|
(63,325
|
)
|
|
$
|
(5,657
|
)
|
|
$
|
83,727
|
|
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
1,550
|
|
|
—
|
|
|
—
|
|
|
1,550
|
|
|||||
Restricted stock vesting
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Restricted stock grants
|
142
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Stock options exercised
|
23
|
|
|
—
|
|
|
335
|
|
|
—
|
|
|
—
|
|
|
335
|
|
|||||
Warrants exercised
|
1
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|||||
Share repurchase program
|
(200
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,824
|
)
|
|
(4,824
|
)
|
|||||
Other treasury shares purchases
|
(32
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(735
|
)
|
|
(735
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
6,708
|
|
|
—
|
|
|
6,708
|
|
|||||
BALANCE, June 30, 2014
|
13,985
|
|
|
$
|
15
|
|
|
$
|
154,591
|
|
|
$
|
(56,617
|
)
|
|
$
|
(11,216
|
)
|
|
$
|
86,773
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
BALANCE, December 31, 2014
|
13,978
|
|
|
$
|
15
|
|
|
$
|
156,745
|
|
|
$
|
(42,743
|
)
|
|
$
|
(12,537
|
)
|
|
$
|
101,480
|
|
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
2,546
|
|
|
—
|
|
|
—
|
|
|
2,546
|
|
|||||
Restricted stock vesting
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Restricted stock grants
|
208
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Stock options exercised
|
1
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|||||
Warrants exercised
|
5
|
|
|
—
|
|
|
168
|
|
|
—
|
|
|
—
|
|
|
168
|
|
|||||
Other treasury share purchases
|
(62
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,125
|
)
|
|
(2,125
|
)
|
|||||
Common stock issuance
|
442
|
|
|
—
|
|
|
15,088
|
|
|
—
|
|
|
—
|
|
|
15,088
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(781
|
)
|
|
—
|
|
|
(781
|
)
|
|||||
BALANCE, June 30, 2015
|
14,582
|
|
|
$
|
15
|
|
|
$
|
174,558
|
|
|
$
|
(43,524
|
)
|
|
$
|
(14,662
|
)
|
|
$
|
116,387
|
|
|
Six Months Ended June 30,
|
||||||
|
2015
|
|
2014
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net (loss) income
|
$
|
(781
|
)
|
|
$
|
6,708
|
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation, depletion and amortization
|
18,846
|
|
|
10,382
|
|
||
Debt issuance cost amortization
|
874
|
|
|
819
|
|
||
Amortization of discount on long-term incentive plan and other accrued interest
|
175
|
|
|
202
|
|
||
Net loss on derivative
|
19,547
|
|
|
2,371
|
|
||
Net gain on revaluation of contingent consideration
|
(664
|
)
|
|
—
|
|
||
Net loss (gain) on sale of assets
|
54
|
|
|
(943
|
)
|
||
Deferred income taxes
|
(3,598
|
)
|
|
674
|
|
||
Provision for doubtful accounts and customer disputes
|
2,761
|
|
|
179
|
|
||
Stock-based compensation
|
2,546
|
|
|
1,550
|
|
||
Changes in assets and liabilities, excluding effects of acquisitions:
|
|
|
|
|
|
||
Accounts receivable
|
(28,479
|
)
|
|
(21,075
|
)
|
||
Inventories
|
(1,799
|
)
|
|
(844
|
)
|
||
Prepaid expenses and other current assets
|
591
|
|
|
(690
|
)
|
||
Other assets and liabilities
|
23
|
|
|
(297
|
)
|
||
Accounts payable and accrued liabilities
|
25,300
|
|
|
7,268
|
|
||
Net cash provided by operating activities
|
35,396
|
|
|
6,304
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Purchases of property, plant and equipment
|
(7,424
|
)
|
|
(19,894
|
)
|
||
Payments for acquisitions, net of cash acquired
|
(86,214
|
)
|
|
(4,363
|
)
|
||
Proceeds from disposals of property, plant and equipment
|
540
|
|
|
2,487
|
|
||
Proceeds from disposal of business units
|
250
|
|
|
—
|
|
||
Net cash used in investing activities
|
(92,848
|
)
|
|
(21,770
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||
Proceeds from revolver borrowings
|
107,004
|
|
|
159
|
|
||
Repayments of revolver borrowings
|
(57,004
|
)
|
|
(159
|
)
|
||
Proceeds from exercise of stock options and warrants
|
123
|
|
|
346
|
|
||
Payments of other long-term obligations
|
(2,250
|
)
|
|
(2,250
|
)
|
||
Payments for other financing
|
(3,472
|
)
|
|
(2,169
|
)
|
||
Debt issuance costs
|
—
|
|
|
(696
|
)
|
||
Payments for share repurchases
|
—
|
|
|
(4,824
|
)
|
||
Other treasury share purchases
|
(2,125
|
)
|
|
(735
|
)
|
||
Net cash provided by (used in) financing activities
|
42,276
|
|
|
(10,328
|
)
|
||
NET DECREASE IN CASH AND CASH EQUIVALENTS
|
(15,176
|
)
|
|
(25,794
|
)
|
||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
30,202
|
|
|
112,667
|
|
||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
15,026
|
|
|
$
|
86,873
|
|
|
|
|
|
||||
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
|
|
||
Cash paid for interest
|
$
|
9,390
|
|
|
$
|
9,473
|
|
Cash paid for income taxes
|
$
|
782
|
|
|
$
|
285
|
|
|
|
|
|
||||
Supplemental Disclosure of Non-cash Investing and Financing Activities:
|
|
|
|
||||
Capital expenditures funded by capital leases and promissory notes
|
$
|
11,990
|
|
|
$
|
552
|
|
Acquisitions funded by stock issuance
|
$
|
15,088
|
|
|
$
|
—
|
|
Disposition funded by promissory note
|
$
|
1,269
|
|
|
$
|
—
|
|
1.
|
BASIS OF PRESENTATION
|
2.
|
RECENT ACCOUNTING PRONOUNCEMENTS AND SIGNIFICANT ACCOUNTING POLICIES
|
3.
|
ACQUISITIONS AND DISPOSITIONS
|
|
2015 Acquisitions
|
||||||||||||||
|
Right Away
(1)
|
|
Ferrara Bros.
(2)(3)
|
|
Colonial
(2)
|
|
DuBrook
(2)
|
||||||||
Cash
|
$
|
928
|
|
|
$
|
67
|
|
|
$
|
888
|
|
|
$
|
—
|
|
Accounts receivable
|
1,832
|
|
|
14,157
|
|
|
4,490
|
|
|
1,228
|
|
||||
Inventory
|
348
|
|
|
1,386
|
|
|
378
|
|
|
349
|
|
||||
Other current assets
|
196
|
|
|
608
|
|
|
279
|
|
|
—
|
|
||||
Property, plant and equipment
|
9,696
|
|
|
12,092
|
|
|
—
|
|
|
—
|
|
||||
Definite-lived intangible assets
|
7,036
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total assets acquired
|
$
|
20,036
|
|
|
$
|
28,310
|
|
|
$
|
6,035
|
|
|
$
|
1,577
|
|
Current liabilities
|
3,181
|
|
|
7,004
|
|
|
3,277
|
|
|
910
|
|
||||
Long-term deferred income tax
|
3,315
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other long-term liabilities
|
3,421
|
|
|
—
|
|
|
—
|
|
|
59
|
|
||||
Total liabilities assumed
|
$
|
9,917
|
|
|
$
|
7,004
|
|
|
$
|
3,277
|
|
|
$
|
969
|
|
Goodwill
|
8,743
|
|
|
38,782
|
|
|
12,438
|
|
|
10,842
|
|
||||
Consideration transferred
|
$
|
18,862
|
|
|
$
|
60,088
|
|
|
$
|
15,196
|
|
|
$
|
11,450
|
|
(1)
|
The purchase price allocation for the Right Away acquisition is subject to change pending a working capital true-up and determination of the fair value of the Right Away Earn-Out and identifiable intangible assets. The fair value of the Right Away acquired receivables is
$1.8 million
, with a gross contractual amount of
$2.2 million
. We do not expect to collect
$0.4 million
of the Right Away acquired receivables.
|
(2)
|
The purchase price allocations for the Ferrara Bros., Colonial, and DuBrook acquisitions are preliminary and remain subject to adjustments, including, but not limited to, adjustments related to working capital, the fair value of the Ferrara Bros. Contingent Consideration and the DuBrook Earn-out, identifiable intangible assets, certain accrued liabilities, and property, plant and equipment. The fair values of the DuBrook and Colonial acquired receivables approximate the gross contractual amounts as of the respective acquisition dates. The fair value of the Ferrara Bros. acquired receivables is
$14.2 million
, pending further analysis, with a gross contractual amount of
$14.3 million
. We do not expect to collect
$0.1 million
of the Ferrara Bros. acquired receivables, pending further review.
|
(3)
|
Consideration transferred for Ferrara Bros. includes approximately
442,000
shares of our common stock valued at approximately
$15.1 million
on the date of issuance.
|
|
2014 Acquisitions
|
||||||||||||||
|
Custom-Crete
(1)
|
|
NYSS
|
|
Mobile-Crete
(2)
|
|
All Other
(3)
|
||||||||
Accounts receivable
(4)
|
$
|
3,669
|
|
|
$
|
5,898
|
|
|
$
|
2,578
|
|
|
$
|
—
|
|
Inventory
|
522
|
|
|
1,161
|
|
|
336
|
|
|
295
|
|
||||
Other current assets
|
—
|
|
|
134
|
|
|
—
|
|
|
102
|
|
||||
Property, plant and equipment
|
11,802
|
|
|
1,442
|
|
|
4,156
|
|
|
7,400
|
|
||||
Definite-lived intangible assets
|
9,600
|
|
|
5,042
|
|
|
8,630
|
|
|
4,722
|
|
||||
Total assets acquired
|
$
|
25,593
|
|
|
$
|
13,677
|
|
|
$
|
15,700
|
|
|
$
|
12,519
|
|
Current liabilities
|
2,598
|
|
|
2,539
|
|
|
2,221
|
|
|
—
|
|
||||
Long-term liabilities
|
473
|
|
|
—
|
|
|
863
|
|
|
—
|
|
||||
Total liabilities assumed
|
$
|
3,071
|
|
|
$
|
2,539
|
|
|
$
|
3,084
|
|
|
$
|
—
|
|
Goodwill
|
13,277
|
|
|
3,260
|
|
|
8,885
|
|
|
4,050
|
|
||||
Consideration paid
|
$
|
35,799
|
|
|
$
|
14,398
|
|
|
$
|
21,501
|
|
|
$
|
16,569
|
|
(1)
|
The purchase price allocation for the Custom-Crete acquisition is subject to change pending payment for the division of certain shared properties.
|
(2)
|
The fair value of the assets acquired and the liabilities assumed in the Mobile-Crete acquisition is preliminary and remains subject to adjustments, including, but not limited to, adjustments related to the fair value of the Mobile-Crete Earn-out, identifiable intangible assets, and property, plant and equipment.
|
(3)
|
Consideration paid for acquisitions included in the caption "All Other" above includes
$1.1 million
of notes payable to previous owners.
|
(4)
|
The fair value of the acquired receivables approximates the gross contractual amounts as of the respective acquisition dates.
|
|
Weighted Average Amortization Period (In Years)
|
|
Fair Value At Acquisition Date
|
||
Customer relationships
|
7.08
|
|
$
|
15,699
|
|
Trade names
|
8.49
|
|
3,672
|
|
|
Non-compete agreements
|
4.90
|
|
8,627
|
|
|
Leasehold interests
|
9.79
|
|
3,382
|
|
|
Favorable contract
|
3.50
|
|
3,650
|
|
|
Total
|
|
|
$
|
35,030
|
|
|
Year Ending December 31,
|
||
2015 (remainder of the year)
|
$
|
2,850
|
|
2016
|
5,751
|
|
|
2017
|
5,555
|
|
|
2018
|
5,158
|
|
|
2019
|
3,999
|
|
|
Thereafter
|
8,505
|
|
|
Total
|
$
|
31,818
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Revenue from continuing operations
|
$
|
252,047
|
|
|
$
|
234,150
|
|
|
$
|
445,977
|
|
|
$
|
423,248
|
|
Net income (loss)
|
$
|
7,946
|
|
|
$
|
7,900
|
|
|
$
|
(3,683
|
)
|
|
$
|
4,849
|
|
Income (loss) per share, basic
|
$
|
0.57
|
|
|
$
|
0.58
|
|
|
$
|
(0.27
|
)
|
|
$
|
0.36
|
|
Income (loss) per share, diluted
|
$
|
0.52
|
|
|
$
|
0.57
|
|
|
$
|
(0.27
|
)
|
|
$
|
0.35
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
(Decrease) increase in intangible amortization expense
|
$
|
(500
|
)
|
|
$
|
1,375
|
|
|
$
|
275
|
|
|
$
|
2,751
|
|
Decrease in depreciation expense
|
—
|
|
|
(105
|
)
|
|
(231
|
)
|
|
(288
|
)
|
||||
Exclusion of buyer transaction costs
|
(735
|
)
|
|
(62
|
)
|
|
(1,426
|
)
|
|
(62
|
)
|
||||
Exclusion of seller transaction costs
|
—
|
|
|
—
|
|
|
(46
|
)
|
|
—
|
|
||||
Exclusion of pension expense for pension plan not acquired
|
—
|
|
|
364
|
|
|
212
|
|
|
364
|
|
||||
Exclusion of segment results for segment not acquired
|
—
|
|
|
(123
|
)
|
|
(99
|
)
|
|
(52
|
)
|
||||
Increase in interest expense
|
—
|
|
|
243
|
|
|
243
|
|
|
485
|
|
||||
Increase (decrease) in income tax expense
|
2,900
|
|
|
(405
|
)
|
|
2,483
|
|
|
(569
|
)
|
||||
Net adjustments
|
$
|
1,665
|
|
|
$
|
1,287
|
|
|
$
|
1,411
|
|
|
$
|
2,629
|
|
4.
|
DISCONTINUED OPERATIONS
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Revenue
|
$
|
2,229
|
|
|
$
|
1,532
|
|
|
$
|
5,523
|
|
|
$
|
4,883
|
|
Operating expenses excluding depreciation, depletion and amortization
|
2,659
|
|
|
1,845
|
|
|
5,729
|
|
|
5,102
|
|
||||
Loss from discontinued operations
|
(430
|
)
|
|
(313
|
)
|
|
(206
|
)
|
|
(219
|
)
|
||||
Loss (gain) on sale of assets
|
92
|
|
|
(20
|
)
|
|
92
|
|
|
(640
|
)
|
||||
(Loss) income from discontinued operations, before income taxes
|
(522
|
)
|
|
(293
|
)
|
|
(298
|
)
|
|
421
|
|
||||
Income tax (benefit) expense
|
(2
|
)
|
|
(34
|
)
|
|
(1
|
)
|
|
207
|
|
||||
(Loss) income from discontinued operations, net of taxes
|
$
|
(520
|
)
|
|
$
|
(259
|
)
|
|
$
|
(297
|
)
|
|
$
|
214
|
|
5.
|
INVENTORIES
|
|
June 30, 2015
|
|
December 31, 2014
|
||||
Raw materials
|
$
|
33,282
|
|
|
$
|
29,263
|
|
Building materials for resale
|
1,783
|
|
|
1,479
|
|
||
Other
|
972
|
|
|
980
|
|
||
Total inventories
|
$
|
36,037
|
|
|
$
|
31,722
|
|
|
|
June 30, 2015
|
||||||||||
|
|
Ready-Mixed Concrete Segment
|
|
Other Non-Reportable Segments
|
|
Total
|
||||||
Balance at January 1, 2015
|
|
$
|
47,757
|
|
|
$
|
3,000
|
|
|
$
|
50,757
|
|
2015 acquisitions (See Note 3)
|
|
70,805
|
|
|
—
|
|
|
70,805
|
|
|||
All other purchase price allocation adjustments (See Note 3)
|
|
(9,897
|
)
|
|
260
|
|
|
(9,637
|
)
|
|||
Balance at June 30, 2015
|
|
$
|
108,665
|
|
|
$
|
3,260
|
|
|
$
|
111,925
|
|
|
|
June 30, 2015
|
||||||||||||
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Weighted Average Remaining Life (In Years)
|
||||||
Customer relationships
|
|
$
|
29,199
|
|
|
$
|
(4,881
|
)
|
|
$
|
24,318
|
|
|
7.38
|
Non-compete agreements
|
|
8,627
|
|
|
(1,098
|
)
|
|
7,529
|
|
|
4.29
|
|||
Trade names
|
|
4,972
|
|
|
(587
|
)
|
|
4,385
|
|
|
8.62
|
|||
Leasehold interests
|
|
3,382
|
|
|
(244
|
)
|
|
3,138
|
|
|
9.17
|
|||
Favorable contract
|
|
3,650
|
|
|
(348
|
)
|
|
3,302
|
|
|
3.17
|
|||
Total purchased intangible assets
|
|
$
|
49,830
|
|
|
$
|
(7,158
|
)
|
|
$
|
42,672
|
|
|
6.77
|
|
|
December 31, 2014
|
||||||||||||
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Weighted Average Remaining Life (In Years)
|
||||||
Customer relationships
|
|
$
|
23,540
|
|
|
$
|
(3,214
|
)
|
|
$
|
20,326
|
|
|
8.06
|
Non-compete agreements
|
|
4,421
|
|
|
(218
|
)
|
|
4,203
|
|
|
4.58
|
|||
Trade names
|
|
4,200
|
|
|
(330
|
)
|
|
3,870
|
|
|
9.31
|
|||
Leasehold interests
|
|
3,382
|
|
|
(61
|
)
|
|
3,321
|
|
|
9.63
|
|||
Total purchased intangible assets
|
|
$
|
35,543
|
|
|
$
|
(3,823
|
)
|
|
$
|
31,720
|
|
|
7.91
|
|
Year Ending December 31,
|
||
2015 (remainder of the year)
|
$
|
3,590
|
|
2016
|
7,231
|
|
|
2017
|
7,035
|
|
|
2018
|
6,638
|
|
|
2019
|
5,480
|
|
|
Thereafter
|
12,698
|
|
|
Total
|
$
|
42,672
|
|
7.
|
ACCRUED LIABILITIES
|
|
June 30, 2015
|
|
December 31, 2014
|
||||
Accrued materials
|
$
|
16,705
|
|
|
$
|
14,319
|
|
Accrued insurance reserves
|
11,623
|
|
|
10,512
|
|
||
Accrued compensation and benefits
|
11,413
|
|
|
11,251
|
|
||
Accrued property, sales and other taxes
|
5,572
|
|
|
5,235
|
|
||
Contingent consideration, current portion
|
3,105
|
|
|
2,250
|
|
||
Deferred rent
|
1,969
|
|
|
2,126
|
|
||
Accrued interest
|
1,569
|
|
|
1,487
|
|
||
Other
|
4,897
|
|
|
3,211
|
|
||
Total accrued liabilities
|
$
|
56,853
|
|
|
$
|
50,391
|
|
8.
|
DEBT
|
|
June 30, 2015
|
|
December 31, 2014
|
||||
Senior secured notes due 2018
|
$
|
200,000
|
|
|
$
|
200,000
|
|
Senior secured credit facility expiring 2018
|
50,000
|
|
|
—
|
|
||
Convertible notes due 2015
|
117
|
|
|
117
|
|
||
Capital leases
|
12,633
|
|
|
7,395
|
|
||
Other financing
|
17,784
|
|
|
12,925
|
|
||
Total debt
|
280,534
|
|
|
220,437
|
|
||
Less: current maturities
|
7,976
|
|
|
5,104
|
|
||
Long-term debt, net of current maturities
|
$
|
272,558
|
|
|
$
|
215,333
|
|
•
|
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.
|
9.
|
WARRANTS
|
10.
|
DERIVATIVES
|
|
|
|
|
Fair Value
|
||||||
Derivative Instruments Not Designated As
Hedging Instruments Under ASC 815
|
|
Balance Sheet Location
|
|
June 30, 2015
|
|
December 31, 2014
|
||||
Warrants
|
|
Derivative liabilities
|
|
$
|
44,737
|
|
|
$
|
25,246
|
|
|
|
|
|
Three Months Ended
|
||||||
Derivative Instruments Not Designated As
Hedging Instruments Under ASC 815
|
|
Location Of Income/(Loss) Recognized
|
|
June 30, 2015
|
|
June 30, 2014
|
||||
Warrants
|
|
Derivative loss
|
|
$
|
(8,048
|
)
|
|
$
|
(1,748
|
)
|
|
|
|
|
Six Months Ended
|
||||||
Derivative Instruments Not Designated As
Hedging Instruments Under ASC 815 |
|
Location Of Income/(Loss) Recognized
|
|
June 30, 2015
|
|
June 30, 2014
|
||||
Warrants
|
|
Derivative loss
|
|
$
|
(19,547
|
)
|
|
$
|
(2,371
|
)
|
|
|
Number Of Shares
|
||||
Derivative Instruments Not Designated As
Hedging Instruments Under ASC 815
|
|
June 30, 2015
|
|
December 31, 2014
|
||
Warrants
|
|
2,994
|
|
|
2,999
|
|
11.
|
FAIR VALUE DISCLOSURES
|
|
June 30, 2015
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Derivative – Warrants
(1)
|
$
|
44,737
|
|
|
$
|
—
|
|
|
$
|
44,737
|
|
|
$
|
—
|
|
Contingent consideration, including current portion
(2) (3) (4) (5) (6)
|
8,482
|
|
|
—
|
|
|
—
|
|
|
8,482
|
|
||||
|
$
|
53,219
|
|
|
$
|
—
|
|
|
$
|
44,737
|
|
|
$
|
8,482
|
|
|
December 31, 2014
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Derivative – Warrants
(1)
|
$
|
25,246
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25,246
|
|
Contingent consideration
(2) (3) (4)
|
5,344
|
|
|
—
|
|
|
—
|
|
|
5,344
|
|
||||
|
$
|
30,590
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,590
|
|
(1)
|
Represents the fair value of the Warrants (see Note 9 and Note 10).
|
(2)
|
The current portion of contingent consideration is included in accrued expenses in our condensed consolidated balance sheets. The long-term portion of contingent consideration is included in other long-term obligations and deferred credits in our condensed consolidated balance sheets.
|
(3)
|
Includes the fair value of the Bode Earn-out, as defined below. 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 were capped at a fair value of
$3.5 million
and
$5.3 million
as of
June 30, 2015
and
December 31, 2014
.
|
(4)
|
Includes the fair value of the Mobile-Crete Earn-out (see Note 3). The fair value was determined based on expected payouts that will be due to the former owners based on probability-weighted assumptions related to average annual WTI prices reaching certain predetermined levels from December 8, 2014 through December 7, 2016. The fair value of the Mobile-Crete Earn-out was
$1.1 million
as of
June 30, 2015
.
|
(5)
|
Includes the fair value of the Right Away Earn-out (see Note 3). The fair value was determined based on expected payouts that will be due to the former owners based on probability-weighted assumptions related to the achievement of sales volume milestones, using a discount rate of
9.25%
. The fair value of the Right Away Earn-out was
$3.9 million
as of
June 30, 2015
.
|
(6)
|
The fair value of the Ferrara Bros. Contingent Consideration and the DuBrook Earn-out (see Note 3) are excluded above and are pending valuation, which will be completed as soon as practical, but no later than one year from the respective acquisition dates.
|
|
Warrants
|
|
Contingent Consideration
|
||||
Balance at December 31, 2014
|
$
|
25,246
|
|
|
$
|
5,344
|
|
Acquisitions
|
—
|
|
|
5,666
|
|
||
Total losses (gains) included in earnings
(1)
|
19,551
|
|
|
(664
|
)
|
||
Payment on Bode Earn-out
|
—
|
|
|
(1,864
|
)
|
||
Write-off of derivative on exercised Warrants
(2)
|
(4
|
)
|
|
—
|
|
||
Issuances of equity, net of cash proceeds
(3)
|
(56
|
)
|
|
—
|
|
||
Transfer out
(4)
|
(44,737
|
)
|
|
—
|
|
||
Balance at June 30, 2015
|
$
|
—
|
|
|
$
|
8,482
|
|
(1)
|
Represents the loss on revaluation of Warrants, which is included in derivative loss in our condensed consolidated statements of operations and the net gain on revaluation of contingent consideration, which is included in gain on revaluation of contingent consideration in our condensed consolidated statements of operations.
|
(2)
|
Represents the pro rata portion of the derivative liability associated with exercised Warrants measured at the date of share issuance, which is included in derivative loss in our condensed consolidated statements of operations.
|
(3)
|
Represents the pro rata portion of the derivative liability associated with exercised Warrants measured at the date of share issuance, which is included in additional paid-in capital in our condensed consolidated balance sheets.
|
(4)
|
Transfer out of Level 3 financial liabilities was due to changes in the observability of market inputs used in the valuation of our Warrants. The transfer was measured as of June 30, 2015, the end of the period in which the transfer occurred.
|
12.
|
INCOME TAXES
|
13.
|
STOCKHOLDERS' EQUITY
|
|
June 30, 2015
|
|
December 31, 2014
|
||
Shares authorized
|
100,000
|
|
|
100,000
|
|
Shares outstanding at end of period
|
14,582
|
|
|
13,978
|
|
Shares held in treasury
|
759
|
|
|
697
|
|
14.
|
NET EARNINGS (LOSS) PER SHARE
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
$
|
10,223
|
|
|
$
|
8,120
|
|
|
$
|
(484
|
)
|
|
$
|
6,494
|
|
(Loss) income from discontinued operations, net of taxes
|
(520
|
)
|
|
(259
|
)
|
|
(297
|
)
|
|
214
|
|
||||
Numerator for diluted earnings per share
|
$
|
9,703
|
|
|
$
|
7,861
|
|
|
$
|
(781
|
)
|
|
$
|
6,708
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Basic weighted average common shares outstanding
|
14,049
|
|
|
13,557
|
|
|
13,806
|
|
|
13,562
|
|
||||
Restricted stock and restricted stock units
|
144
|
|
|
207
|
|
|
—
|
|
|
231
|
|
||||
Warrants
|
1,010
|
|
|
97
|
|
|
—
|
|
|
69
|
|
||||
Stock options
|
15
|
|
|
11
|
|
|
—
|
|
|
12
|
|
||||
Denominator for diluted earnings per share
|
15,218
|
|
|
13,872
|
|
|
13,806
|
|
|
13,874
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
Potentially dilutive shares:
|
|
|
|
|
|
|
|
||||
Unvested restricted stock and restricted stock units
|
84
|
|
|
60
|
|
|
458
|
|
|
60
|
|
Stock options
|
—
|
|
|
10
|
|
|
46
|
|
|
12
|
|
Warrants
|
—
|
|
|
1,500
|
|
|
2,994
|
|
|
1,500
|
|
Total potentially dilutive shares
|
84
|
|
|
1,570
|
|
|
3,498
|
|
|
1,572
|
|
15.
|
COMMITMENTS AND CONTINGENCIES
|
16.
|
SEGMENT INFORMATION
|
•
|
non-cash stock compensation expense,
|
•
|
acquisition-related professional fees, and
|
•
|
corporate officer severance expense.
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||||
Ready-mixed concrete
|
|
|
|
|
|
|
|
|
||||||||
Sales to external customers
|
|
$
|
219,019
|
|
|
$
|
164,175
|
|
|
$
|
374,063
|
|
|
$
|
298,101
|
|
Aggregate products
|
|
|
|
|
|
|
|
|
||||||||
Sales to external customers
|
|
8,862
|
|
|
7,327
|
|
|
14,093
|
|
|
11,944
|
|
||||
Intersegment sales
|
|
6,767
|
|
|
5,797
|
|
|
10,446
|
|
|
9,425
|
|
||||
Total aggregate products
|
|
15,629
|
|
|
13,124
|
|
|
24,539
|
|
|
21,369
|
|
||||
Total reportable segment revenue
|
|
234,648
|
|
|
177,299
|
|
|
398,602
|
|
|
319,470
|
|
||||
Other products and eliminations
|
|
10,047
|
|
|
3,059
|
|
|
17,431
|
|
|
7,145
|
|
||||
Total revenue
|
|
$
|
244,695
|
|
|
$
|
180,358
|
|
|
$
|
416,033
|
|
|
$
|
326,615
|
|
|
|
|
|
|
|
|
|
|
||||||||
Reportable Segment Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
||||||||
Ready-mixed concrete
|
|
$
|
33,650
|
|
|
$
|
23,269
|
|
|
$
|
54,220
|
|
|
$
|
37,001
|
|
Aggregate products
|
|
3,792
|
|
|
3,266
|
|
|
3,969
|
|
|
3,345
|
|
||||
Total reportable segment Adjusted EBITDA
|
|
$
|
37,442
|
|
|
$
|
26,535
|
|
|
$
|
58,189
|
|
|
$
|
40,346
|
|
|
|
|
|
|
|
|
|
|
||||||||
Reconciliation Of Reportable Segment Adjusted EBITDA To Income (Loss) From Continuing Operations Before Income Taxes:
|
|
|
|
|
|
|
|
|
|
|
||||||
Total reportable segment Adjusted EBITDA
|
|
$
|
37,442
|
|
|
$
|
26,535
|
|
|
$
|
58,189
|
|
|
$
|
40,346
|
|
Other products and eliminations income from operations
|
|
2,059
|
|
|
783
|
|
|
2,887
|
|
|
1,328
|
|
||||
Corporate overhead
|
|
(10,115
|
)
|
|
(7,123
|
)
|
|
(18,900
|
)
|
|
(13,442
|
)
|
||||
Depreciation, depletion and amortization for reportable segments
|
|
(9,214
|
)
|
|
(4,668
|
)
|
|
(16,223
|
)
|
|
(8,775
|
)
|
||||
Interest expense, net
|
|
(5,367
|
)
|
|
(5,055
|
)
|
|
(10,520
|
)
|
|
(10,065
|
)
|
||||
Corporate derivative loss
|
|
(8,048
|
)
|
|
(1,748
|
)
|
|
(19,547
|
)
|
|
(2,371
|
)
|
||||
Gain on revaluation of contingent consideration
|
|
664
|
|
|
—
|
|
|
664
|
|
|
—
|
|
||||
Corporate and other products and eliminations other income, net
|
|
93
|
|
|
126
|
|
|
183
|
|
|
225
|
|
||||
Income (loss) from continuing operations before income taxes
|
|
$
|
7,514
|
|
|
$
|
8,850
|
|
|
$
|
(3,267
|
)
|
|
$
|
7,246
|
|
|
|
|
|
|
|
|
|
|
||||||||
Capital Expenditures:
|
|
|
|
|
|
|
|
|
||||||||
Ready-mixed concrete
|
|
$
|
2,187
|
|
|
$
|
6,738
|
|
|
$
|
3,873
|
|
|
$
|
12,957
|
|
Aggregate products
|
|
1,126
|
|
|
2,162
|
|
|
2,360
|
|
|
6,090
|
|
||||
Other products and corporate
|
|
565
|
|
|
829
|
|
|
1,191
|
|
|
847
|
|
||||
Total capital expenditures
|
|
$
|
3,878
|
|
|
$
|
9,729
|
|
|
$
|
7,424
|
|
|
$
|
19,894
|
|
|
|
|
|
|
|
|
|
|
||||||||
Revenue By Product:
|
|
|
|
|
|
|
|
|
||||||||
Ready-mixed concrete
|
|
$
|
219,019
|
|
|
$
|
164,175
|
|
|
$
|
374,063
|
|
|
$
|
298,101
|
|
Aggregate products
|
|
8,862
|
|
|
7,327
|
|
|
14,093
|
|
|
11,944
|
|
||||
Building materials
|
|
4,656
|
|
|
4,454
|
|
|
8,490
|
|
|
7,693
|
|
||||
Lime
|
|
1,834
|
|
|
2,348
|
|
|
3,331
|
|
|
5,109
|
|
||||
Hauling
|
|
1,091
|
|
|
1,023
|
|
|
2,129
|
|
|
1,930
|
|
||||
Other
|
|
9,233
|
|
|
1,031
|
|
|
13,927
|
|
|
1,838
|
|
||||
Total revenue
|
|
$
|
244,695
|
|
|
$
|
180,358
|
|
|
$
|
416,033
|
|
|
$
|
326,615
|
|
Identifiable Property, Plant And Equipment Assets:
|
|
As of
June 30, 2015
|
|
As of
December 31, 2014
|
||||
Ready-mixed concrete
|
|
$
|
153,445
|
|
|
$
|
126,141
|
|
Aggregate products
|
|
41,906
|
|
|
40,878
|
|
||
Other products and corporate
|
|
11,197
|
|
|
9,505
|
|
||
Total identifiable assets
|
|
$
|
206,548
|
|
|
$
|
176,524
|
|
•
|
general economic and business conditions, which will, among other things, affect demand for new residential and commercial construction;
|
•
|
our ability to successfully identify, manage, and integrate acquisitions;
|
•
|
the cyclical nature of, and changes in, the real estate and construction markets, including pricing changes by our competitors;
|
•
|
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;
|
•
|
disruptions, uncertainties or volatility in the credit markets that may limit our, our suppliers' and our customers' access to capital;
|
•
|
our ability to successfully implement our operating strategy;
|
•
|
weather conditions;
|
•
|
our substantial indebtedness and the restrictions imposed on us by the terms of our indebtedness;
|
•
|
our ability to maintain favorable relationships with third parties who supply us with equipment and essential supplies;
|
•
|
our ability to retain key personnel and maintain satisfactory labor relations; and
|
•
|
product liability, property damage, and other claims and insurance coverage issues.
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
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.
|
|
June 30, 2015
|
|
December 31, 2014
|
||||
Cash and cash equivalents
|
$
|
15,026
|
|
|
$
|
30,202
|
|
Working capital
|
37,736
|
|
|
62,929
|
|
||
Total debt
|
280,534
|
|
|
220,437
|
|
|
(amounts in thousands, except selling prices and percentages)
|
||||||||||||||||||||
|
Three Months Ended June 30,
|
|
Increase/ (Decrease)
|
|
Six Months Ended June 30,
|
|
Increase/ (Decrease)
|
||||||||||||||
|
2015
|
|
2014
|
|
%
|
|
2015
|
|
2014
|
|
%
|
||||||||||
|
(unaudited)
|
|
|
|
(unaudited)
|
|
|
||||||||||||||
Revenue
|
$
|
244,695
|
|
|
$
|
180,358
|
|
|
35.7%
|
|
$
|
416,033
|
|
|
$
|
326,615
|
|
|
27.4%
|
||
Cost of goods sold before depreciation, depletion and amortization
|
192,296
|
|
|
145,324
|
|
|
32.3
|
|
332,082
|
|
|
269,849
|
|
|
23.1
|
||||||
Selling, general and administrative expenses
|
22,234
|
|
|
14,388
|
|
|
54.5
|
|
40,298
|
|
|
28,031
|
|
|
43.8
|
||||||
Depreciation, depletion and amortization
|
10,567
|
|
|
5,484
|
|
|
92.7
|
|
18,846
|
|
|
10,382
|
|
|
81.5
|
||||||
Gain on revaluation of contingent consideration
|
(664
|
)
|
|
—
|
|
|
NM
|
|
(664
|
)
|
|
—
|
|
|
NM
|
||||||
Loss (gain) on sale of assets
|
25
|
|
|
46
|
|
|
(45.7)
|
|
(38
|
)
|
|
(303
|
)
|
|
(87.5)
|
||||||
Income from operations
|
20,237
|
|
|
15,116
|
|
|
33.9
|
|
25,509
|
|
|
18,656
|
|
|
36.7
|
||||||
Interest expense, net
|
(5,367
|
)
|
|
(5,055
|
)
|
|
6.2
|
|
(10,520
|
)
|
|
(10,065
|
)
|
|
4.5
|
||||||
Derivative loss
|
(8,048
|
)
|
|
(1,748
|
)
|
|
NM
|
|
(19,547
|
)
|
|
(2,371
|
)
|
|
NM
|
||||||
Other income, net
|
692
|
|
|
537
|
|
|
28.9
|
|
1,291
|
|
|
1,026
|
|
|
25.8
|
||||||
Income (loss) from continuing operations before income taxes
|
7,514
|
|
|
8,850
|
|
|
(15.1)
|
|
(3,267
|
)
|
|
7,246
|
|
|
(145.1)
|
||||||
Income tax (benefit) expense
|
(2,709
|
)
|
|
730
|
|
|
NM
|
|
(2,783
|
)
|
|
752
|
|
|
NM
|
||||||
Income (loss) from continuing operations
|
10,223
|
|
|
8,120
|
|
|
25.9
|
|
(484
|
)
|
|
6,494
|
|
|
(107.5)
|
||||||
(Loss) income from discontinued operations, net of taxes
|
(520
|
)
|
|
(259
|
)
|
|
100.8
|
|
(297
|
)
|
|
214
|
|
|
NM
|
||||||
Net income (loss)
|
$
|
9,703
|
|
|
$
|
7,861
|
|
|
23.4%
|
|
$
|
(781
|
)
|
|
$
|
6,708
|
|
|
(111.6%)
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ready-mixed Concrete Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Average selling price per cubic yard
|
$123.24
|
|
$110.27
|
|
11.8
|
%
|
|
$122.32
|
|
$108.56
|
|
12.7
|
%
|
||||||||
Sales volume in cubic yards
|
1,766
|
|
|
1,486
|
|
|
18.8
|
%
|
|
3,043
|
|
|
2,740
|
|
|
11.1
|
%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Aggregates Data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average selling price per ton
|
$10.44
|
|
$9.63
|
|
8.4
|
%
|
|
$10.25
|
|
$9.29
|
|
10.3
|
%
|
||||||||
Sales volume in tons
|
1,248
|
|
|
1,151
|
|
|
8.4
|
%
|
|
2,021
|
|
|
1,958
|
|
|
3.2
|
%
|
|
|
(amounts in thousands, except selling prices and percentages)
|
||||||||||||||||||
|
|
Three Months Ended June 30,
|
|
Increase/ (Decrease)
|
|
Six Months Ended June 30,
|
|
Increase/ (Decrease)
|
||||||||||||
|
|
2015
|
|
2014
|
|
%
|
|
2015
|
|
2014
|
|
%
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ready-mixed Concrete Segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
$
|
219,019
|
|
|
$
|
164,175
|
|
|
33.4%
|
|
$
|
374,063
|
|
|
$
|
298,101
|
|
|
25.5%
|
Segment revenue as a percentage of total revenue
|
|
89.5%
|
|
91.0%
|
|
|
|
89.9%
|
|
91.3%
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA
|
|
$
|
33,650
|
|
|
$
|
23,269
|
|
|
44.6%
|
|
$
|
54,220
|
|
|
$
|
37,001
|
|
|
46.5%
|
Adjusted EBITDA as a percentage of segment revenue
|
|
15.4%
|
|
14.2%
|
|
|
|
14.5%
|
|
12.4%
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ready-mixed Concrete Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Average selling price per cubic yard
|
|
$
|
123.24
|
|
|
$
|
110.27
|
|
|
11.8%
|
|
$
|
122.32
|
|
|
$
|
108.56
|
|
|
12.7%
|
Sales volume in thousands of cubic yards
|
|
1,766
|
|
|
1,486
|
|
|
18.8%
|
|
3,043
|
|
|
2,740
|
|
|
11.1%
|
|
|
(amounts in thousands, except selling prices and percentages)
|
||||||||||||||||||
|
|
Three Months Ended June 30,
|
|
Increase/ (Decrease)
|
|
Six Months Ended June 30,
|
|
Increase/ (Decrease)
|
||||||||||||
|
|
2015
|
|
2014
|
|
%
|
|
2015
|
|
2014
|
|
%
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Aggregate Products Segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
$
|
15,629
|
|
|
$
|
13,124
|
|
|
19.1%
|
|
$
|
24,539
|
|
|
$
|
21,369
|
|
|
14.8%
|
Segment revenue, excluding intersegment sales, as a percentage of total revenue
|
|
3.6%
|
|
4.1%
|
|
|
|
3.4%
|
|
3.7%
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA
|
|
$
|
3,792
|
|
|
$
|
3,266
|
|
|
16.1%
|
|
$
|
3,969
|
|
|
$
|
3,345
|
|
|
18.7%
|
Adjusted EBITDA as a percentage of segment revenue
|
|
24.3%
|
|
24.9%
|
|
|
|
16.2%
|
|
15.7%
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Aggregates Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Average selling price per ton
|
|
$
|
10.44
|
|
|
$
|
9.63
|
|
|
8.4%
|
|
$
|
10.25
|
|
|
$
|
9.29
|
|
|
10.3%
|
Sales volume in thousands of tons
|
|
1,248
|
|
|
1,151
|
|
|
8.4%
|
|
2,021
|
|
|
1,958
|
|
|
3.2%
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Calendar Month
|
Total Number of
Shares
Acquired
(1)
|
|
Average Price
Paid Per Share
|
|
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
(2)
|
|
Approximate Dollar Value
of Shares That May Yet Be
Purchased Under Plans or
Programs
(2)
|
||||||
April 1 - April 30, 2015
|
45,442
|
|
|
$
|
34.51
|
|
|
—
|
|
|
$
|
45,176,000
|
|
May 1 - May 31, 2015
|
4,059
|
|
|
38.37
|
|
|
—
|
|
|
45,176,000
|
|
||
June 1 - June 30, 2015
|
—
|
|
|
—
|
|
|
—
|
|
|
45,176,000
|
|
||
Total
|
49,501
|
|
|
$
|
34.83
|
|
|
—
|
|
|
$
|
45,176,000
|
|
(1)
|
The total number of shares purchased includes shares of our common stock acquired from employees who elected for us to make their required tax payments upon vesting of certain restricted shares by withholding a number of those vested shares having a value on the date of vesting equal to their tax obligations.
|
(2)
|
Our share repurchase program was approved by our Board on May 15, 2014 and allows us to repurchase up to $50.0 million of our common stock until the earlier of March 31, 2017 or a determination by the Board to discontinue the repurchase program. The repurchase program does not obligate us to acquire any specific number of shares.
|
Item 4.
|
Mine Safety Disclosures
|
Item 6.
|
Exhibits
|
3.1*
|
—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)).
|
3.2*
|
—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)).
|
10.1
|
—Amended and Restated Limited Liability Company Agreement of Ferrara Bros., LLC, effective as of April 9, 2015.
|
10.2+
|
—Ferrara Bros., LLC Class B Incentive Interests Award Agreement, effective as of April 11, 2015, between Ferrara Bros., LLC and 2G FB LLC.
|
31.1
|
—Certification of Periodic Report pursuant to Rule 13a-14(a) and Rule 15d-14(a).
|
31.2
|
—Certification of Periodic Report pursuant to Rule 13a-14(a) and Rule 15d-14(a).
|
32.1
|
—Certification pursuant to 18 U.S.C. Section 1350.
|
32.2
|
—Certification pursuant to 18 U.S.C. Section 1350.
|
95.1
|
—Mine Safety Disclosures.
|
101.INS
|
—XBRL Instance Document
|
101.SCH
|
—XBRL Taxonomy Extension Schema Document
|
101.CAL
|
—XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
—XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
—XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
—XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
U.S. CONCRETE, INC.
|
|
|
|
|
|
|
|
|
Date: August 6, 2015
|
By:
|
/s/ William M. Brown
|
|
|
|
|
William M. Brown
|
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer and Duly Authorized Officer)
|
3.1*
|
—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)).
|
3.2*
|
—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)).
|
10.1
|
—Amended and Restated Limited Liability Company Agreement of Ferrara Bros., LLC, effective as of April 9, 2015.
|
10.2+
|
—Ferrara Bros., LLC Class B Incentive Interests Award Agreement, effective as of April 11, 2015, between Ferrara Bros., LLC and 2G FB LLC.
|
31.1
|
—Certification of Periodic Report pursuant to Rule 13a-14(a) and Rule 15d-14(a).
|
31.2
|
—Certification of Periodic Report pursuant to Rule 13a-14(a) and Rule 15d-14(a).
|
32.1
|
—Certification pursuant to 18 U.S.C. Section 1350.
|
32.2
|
—Certification pursuant to 18 U.S.C. Section 1350.
|
95.1
|
—Mine Safety Disclosures.
|
101.INS
|
—XBRL Instance Document
|
101.SCH
|
—XBRL Taxonomy Extension Schema Document
|
101.CAL
|
—XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
—XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
—XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
—XBRL Taxonomy Extension Presentation Linkbase Document
|
Date: August 6, 2015
|
By:
|
/s/ William J. Sandbrook
|
|
|
William J. Sandbrook
|
|
|
President and Chief Executive Officer
|
Date: August 6, 2015
|
By:
|
/s/ William M. Brown
|
|
|
William M. Brown
|
|
|
Senior Vice President and Chief Financial Officer
|
Date: August 6, 2015
|
By:
|
/s/ William J. Sandbrook
|
|
|
William J. Sandbrook
|
|
|
President and Chief Executive Officer
|
Date: August 6, 2015
|
By:
|
/s/ William M. Brown
|
|
|
William M. Brown
|
|
|
Senior Vice President and Chief Financial Officer
|
(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)
|
|
The total number of orders issued under section 104(b) of such Act (30 U.S.C. 814(b)).
|
(C)
|
|
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.
|