For the fiscal year ended December 31, 2017
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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
þ
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Accelerated filer
¨
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
¨
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(Do not check if a smaller reporting company)
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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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governmental requirements and initiatives, including those related to mortgage lending, financing or deductions, funding for public or infrastructure construction, land usage, and environmental, health and safety matters;
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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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our ability to successfully implement our operating strategy;
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weather conditions;
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our substantial indebtedness and the restrictions imposed on us by the terms of our indebtedness;
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the effects of currency fluctuations on our results of operations and financial condition;
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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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product liability, property damage, results of litigation and other claims and insurance coverage issues.
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Facebook NA-4 Data Center in Fort Worth, Texas
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LaGuardia Airport in Queens, New York
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Interstate 35W in Fort Worth, Texas
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Google Bayview Campus in Mountain View, California
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Toyota North American Headquarters in Plano, Texas
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The Union Tower in Dallas, Texas
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World Trade Center Complex in Manhattan, New York
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Tappan Zee Bridge, New York
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San Antonio Village in Mountain View, California
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Hudson Yards Complex in Manhattan, New York
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Museum of Modern Art Expansion Tower in Manhattan, New York
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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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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 of formulations and alternative product recommendations that reduce labor and materials costs;
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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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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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relieve internal pressure and increase resistance to cracking;
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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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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;
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technical service expertise to develop innovative, new branded products; and
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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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production consistency requirements;
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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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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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the desired location of the plant.
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the customer service team 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;
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a batch operator, using a computerized batch panel, prepares the specified mixture from the order and oversees loading 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 as directed by the dispatch office.
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loading concrete;
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en route to a particular job site;
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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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various clerical personnel who perform administrative tasks; and
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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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high-strength engineered concrete to compete with steel-frame construction;
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concrete housing;
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flowable fill for backfill applications;
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continuous-slab rail-support systems for rapid transit and heavy-traffic rail lines; and
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concrete bridges, tunnels and other structures for rapid transit systems.
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sustainable construction;
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concrete paving over asphalt, or “white topping”;
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paved concrete shoulders to replace less permanent and increasingly costly asphalt shoulders;
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pervious concrete parking lots for water drainage management, as well as providing a long-lasting and aesthetically pleasing urban environment;
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colored pavements to mark entrance and exit ramps and lanes of expressways; and
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colored, stamped concrete for decorative applications.
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water usage;
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land usage;
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street and highway usage;
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noise levels; and
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health, safety and environmental matters.
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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;
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the availability of funds for public or infrastructure construction from local, state and federal sources;
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unexpected events that delay or adversely affect our ability to deliver concrete according to our customers’ requirements;
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changes in interest rates and lending standards;
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changes in the mix of our customers and business, which result in periodic variations in the margins on jobs performed during any particular quarter;
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the timing and cost of acquisitions and difficulties or costs encountered when integrating acquisitions;
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the budgetary spending patterns of customers;
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increases in construction and design costs;
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power outages and other unexpected delays;
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our ability to control costs and maintain quality;
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employment levels; and
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regional or general economic conditions.
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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;
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it limits our ability to borrow money or sell stock to fund our working capital, capital expenditures, acquisitions and debt service requirements;
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our interest expense could increase if interest rates in general increase, because a portion of our indebtedness bears interest at floating rates;
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it may limit our flexibility in planning for, or reacting to, changes in our business and future business opportunities;
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we are more highly leveraged than some of our competitors, which may place us at a competitive disadvantage;
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it may make us more vulnerable to a downturn in our business or the economy;
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it may increase our cost of borrowing;
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it may restrict us from exploiting business opportunities;
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debt service requirements could make it more difficult for us to make payments on the 2024 Notes and our other indebtedness; and
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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.
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incur additional indebtedness or issue disqualified stock or preferred stock;
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pay dividends or make other distributions, repurchase or redeem our stock or subordinated indebtedness, or make certain investments;
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prepay, redeem, or repurchase certain debt;
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sell assets and issue capital stock of our restricted subsidiaries;
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incur liens;
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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;
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enter into transactions with affiliates;
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consolidate, merge, or sell all or substantially all of our assets; and
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with respect to the Indenture, designate our subsidiaries as unrestricted subsidiaries.
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exposure to civil or criminal liability under the U.S. Foreign Corrupt Practices Act (“FCPA”), the Canadian Corruption of Foreign Public Officials Act, anti-boycott rules, trade and export control regulations, as well as other international regulations.
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Owned
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Leased
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Volume
(in thousands
of cubic yards)
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Locations
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Fixed Standard
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Volumetric
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Portable
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Fixed Standard
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Portable
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Total
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Northern California
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20
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—
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3
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2
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—
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25
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2,068
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New Jersey / New York / Washington, D.C./ Pennsylvania
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45
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—
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1
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3
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—
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49
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3,021
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Texas / Oklahoma
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76
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17
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7
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—
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1
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101
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3,838
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U.S. Virgin Islands
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3
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—
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—
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1
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—
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4
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57
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Total Ready-Mixed Concrete Segment
(1)
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144
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17
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11
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6
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1
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179
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8,984
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Locations
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Owned
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Leased
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Total
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Volume
(in thousands of tons) |
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New Jersey
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4
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1
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5
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2,604
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Texas / Oklahoma
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3
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7
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10
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2,974
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British Columbia, Canada
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—
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1
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1
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485
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U.S. Virgin Islands
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2
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—
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2
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229
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Total Aggregate Products Segment
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9
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9
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18
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6,292
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Function
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Location
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Owned
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Leased
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Lime slurry facility
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Texas
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2
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—
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Concrete block plant
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U.S. Virgin Islands
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1
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—
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Aggregates distribution terminal
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New York
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—
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5
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Aggregates distribution terminal
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California
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—
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2
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Recycled aggregates facility
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New York
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—
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1
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Marine terminal/sales yard
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U.S. Virgin Islands
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—
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1
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2017
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2016
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||||||||||||
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High
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Low
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High
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Low
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||||||||
First Quarter
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$
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71.35
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$
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57.95
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$
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63.67
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$
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40.42
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Second Quarter
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$
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80.45
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$
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60.25
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$
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69.66
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$
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54.08
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Third Quarter
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$
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83.85
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$
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69.05
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$
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67.61
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$
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45.60
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Fourth Quarter
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$
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86.35
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$
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71.00
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$
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68.05
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$
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42.82
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Total number of shares purchased
(1)
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Average price paid per share
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Total number of shares purchased as part of publicly announced plans or programs
(2)
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Approximate dollar value of shares that may yet be purchased under the plans or programs
(in thousands)
(2)
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||||||
October 1, 2017 to October 31, 2017
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318
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$
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78.76
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—
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$
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50,000
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November 1, 2017 to November 30, 2017
|
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—
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|
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—
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—
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50,000
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December 1, 2017 to December 31, 2017
|
|
55
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|
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81.15
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—
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50,000
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Total
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|
373
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$
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79.11
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—
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$
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50,000
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(1)
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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.
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(2)
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On March 1, 2017, our Board approved a share repurchase program that allows us to repurchase up to $50.0 million of our common stock until the earlier of March 31, 2020, or a determination by the Board to discontinue the program. The program does not obligate us to acquire any specific number of shares.
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12/31/12
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12/31/13
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12/31/14
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12/31/15
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12/31/16
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12/31/17
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||||||||||||
U.S. Concrete, Inc.
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$
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100.00
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$
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250.06
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$
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314.36
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$
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581.88
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$
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723.76
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$
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924.31
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Russell 2000
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$
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100.00
|
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$
|
138.82
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|
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$
|
145.62
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|
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$
|
139.19
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|
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$
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168.85
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|
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$
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193.58
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Peer Group
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$
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100.00
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$
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119.80
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$
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119.59
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|
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$
|
117.93
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|
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$
|
172.61
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|
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$
|
179.40
|
|
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2017
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2016
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2015
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2014
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2013
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||||||||||
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(in thousands, except per share data)
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||||||||||||||||||
FOR THE YEAR
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||||||||||
Revenue
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$
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1,336,039
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$
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1,168,160
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$
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974,717
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$
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703,714
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$
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598,155
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Income (loss) from continuing operations attributable to U.S. Concrete
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$
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26,142
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$
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9,578
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|
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$
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(5,094
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)
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$
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21,575
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$
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(18,273
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)
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Loss from discontinued operations, net of taxes
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$
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(630
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)
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$
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(717
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)
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$
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(320
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)
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$
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(993
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)
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$
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(1,856
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)
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Net income (loss) attributable to U.S. Concrete
|
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$
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25,512
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|
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$
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8,861
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|
|
$
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(5,414
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)
|
|
$
|
20,582
|
|
|
$
|
(20,129
|
)
|
|
|
|
|
|
|
|
|
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||||||||||
PER SHARE INFORMATION
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||||||||||
Basic income (loss) per share attributable to U.S. Concrete:
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|
|
|
|
|
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||||||||||
Income (loss) from continuing operations
|
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$
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1.64
|
|
|
$
|
0.63
|
|
|
$
|
(0.36
|
)
|
|
$
|
1.59
|
|
|
$
|
(1.42
|
)
|
Loss from discontinued operations, net of taxes
|
|
(0.04
|
)
|
|
(0.04
|
)
|
|
(0.02
|
)
|
|
(0.07
|
)
|
|
(0.14
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)
|
|||||
Net income (loss) per share attributable to U.S. Concrete - basic
|
|
$
|
1.60
|
|
|
$
|
0.59
|
|
|
$
|
(0.38
|
)
|
|
$
|
(1.52
|
)
|
|
$
|
(1.56
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted income (loss) per share attributable to U.S. Concrete:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
|
$
|
1.57
|
|
|
$
|
0.59
|
|
|
$
|
(0.36
|
)
|
|
$
|
1.55
|
|
|
$
|
(1.42
|
)
|
Loss from discontinued operations, net of taxes
|
|
(0.04
|
)
|
|
(0.04
|
)
|
|
(0.02
|
)
|
|
(0.07
|
)
|
|
(0.14
|
)
|
|||||
Net income (loss) per share attributable to U.S. Concrete - diluted
|
|
$
|
1.53
|
|
|
$
|
0.55
|
|
|
$
|
(0.38
|
)
|
|
$
|
1.48
|
|
|
$
|
(1.56
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
AS OF END OF YEAR
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
1,276,134
|
|
|
$
|
945,402
|
|
|
$
|
681,697
|
|
|
$
|
453,746
|
|
|
$
|
406,156
|
|
Total debt
|
|
$
|
693,336
|
|
|
$
|
449,298
|
|
|
$
|
275,600
|
|
|
$
|
213,655
|
|
|
$
|
206,466
|
|
|
|
(amounts in thousands, except selling prices and percentages)
|
|||||||||||||||||||
|
|
Year Ended December 31,
|
|
Increase / (Decrease)
|
|||||||||||||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
(1)
|
|||||||||||||
Revenue
|
|
$
|
1,336,039
|
|
|
100.0
|
%
|
|
$
|
1,168,160
|
|
|
100.0
|
%
|
|
$
|
167,879
|
|
|
14.4
|
%
|
Cost of goods sold before depreciation, depletion and amortization
|
|
1,056,605
|
|
|
79.1
|
|
|
922,338
|
|
|
79.0
|
|
|
134,267
|
|
|
14.6
|
|
|||
Selling, general and administrative expenses
|
|
119,234
|
|
|
8.9
|
|
|
100,019
|
|
|
8.6
|
|
|
19,215
|
|
|
19.2
|
|
|||
Depreciation, depletion and amortization
|
|
67,798
|
|
|
5.1
|
|
|
54,852
|
|
|
4.7
|
|
|
12,946
|
|
|
23.6
|
|
|||
Change in value of contingent consideration
|
|
7,910
|
|
|
0.6
|
|
|
5,225
|
|
|
0.4
|
|
|
2,685
|
|
|
51.4
|
|
|||
Impairment of goodwill and other assets
|
|
6,238
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
6,238
|
|
|
NM
|
|
|||
Gain on sale of assets, net
|
|
(694
|
)
|
|
(0.1
|
)
|
|
(1,416
|
)
|
|
(0.1
|
)
|
|
(722
|
)
|
|
(51.0
|
)
|
|||
Operating income
|
|
78,948
|
|
|
5.9
|
|
|
87,142
|
|
|
7.5
|
|
|
(8,194
|
)
|
|
(9.4
|
)
|
|||
Interest expense, net
|
|
41,957
|
|
|
3.1
|
|
|
27,709
|
|
|
2.4
|
|
|
14,248
|
|
|
51.4
|
|
|||
Derivative loss
|
|
791
|
|
|
0.1
|
|
|
19,938
|
|
|
1.7
|
|
|
(19,147
|
)
|
|
(96.0
|
)
|
|||
Loss on extinguishment of debt
|
|
60
|
|
|
—
|
|
|
12,003
|
|
|
1.0
|
|
|
(11,943
|
)
|
|
NM
|
||||
Other income, net
|
|
(2,562
|
)
|
|
(0.2
|
)
|
|
(3,237
|
)
|
|
(0.3
|
)
|
|
(675
|
)
|
|
(20.9
|
)
|
|||
Income from continuing operations before income taxes
|
|
38,702
|
|
|
2.9
|
|
|
30,729
|
|
|
2.6
|
|
|
7,973
|
|
|
25.9
|
|
|||
Income tax expense
|
|
12,436
|
|
|
0.9
|
|
|
21,151
|
|
|
1.8
|
|
|
(8,715
|
)
|
|
(41.2
|
)
|
|||
Income from continuing operations
|
|
26,266
|
|
|
2.0
|
|
|
9,578
|
|
|
0.8
|
|
|
16,688
|
|
|
174.2
|
||||
Loss from discontinued operations, net of taxes
|
|
(630
|
)
|
|
—
|
|
|
(717
|
)
|
|
(0.1
|
)
|
|
(87
|
)
|
|
(12.1
|
)
|
|||
Net income
|
|
25,636
|
|
|
1.9
|
|
|
8,861
|
|
|
0.8
|
|
|
16,775
|
|
|
189.3
|
|
|||
Less: Net income attributable to non-controlling interest
|
|
(124
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(124
|
)
|
|
NM
|
|
|||
Net income attributable to U.S. Concrete
|
|
$
|
25,512
|
|
|
1.9
|
%
|
|
$
|
8,861
|
|
|
0.8
|
%
|
|
$
|
16,651
|
|
|
187.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Ready-mixed Concrete Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Average selling price per cubic yard
|
|
$
|
134.86
|
|
|
|
|
$
|
130.35
|
|
|
|
|
|
$
|
4.51
|
|
|
3.5
|
%
|
|
Sales volume in cubic yards
|
|
8,984
|
|
|
|
|
8,122
|
|
|
|
|
|
862
|
|
|
10.6
|
%
|
||||
Aggregate Products Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Average selling price per ton
|
|
$
|
12.92
|
|
|
|
|
$
|
11.97
|
|
|
|
|
|
$
|
0.95
|
|
|
7.9
|
%
|
|
Sales volume in tons
|
|
6,197
|
|
|
|
|
|
5,563
|
|
|
|
|
|
634
|
|
|
11.4
|
%
|
|
(amounts in thousands, except selling prices and percentages)
|
|||||||||||||
|
Year Ended
December 31, |
|
Increase / (Decrease)
|
|||||||||||
|
2017
|
|
2016
|
|
$ or tons, as applicable
|
|
%
|
|||||||
Aggregate Products Segment:
|
|
|
|
|
|
|
|
|||||||
Revenue
|
$
|
90,665
|
|
|
$
|
76,334
|
|
|
$
|
14,331
|
|
|
18.8
|
%
|
Segment revenue, excluding intersegment sales, as a percentage of total revenue
|
3.7
|
%
|
|
3.6
|
%
|
|
|
|
|
|||||
Adjusted EBITDA
|
$
|
27,162
|
|
|
$
|
21,731
|
|
|
$
|
5,431
|
|
|
25.0
|
%
|
Adjusted EBITDA as a percentage of segment revenue
|
30.0
|
%
|
|
28.5
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|||||||
Aggregate Products Data:
|
|
|
|
|
|
|
|
|
|
|
||||
Average selling price per ton
|
$
|
12.92
|
|
|
$
|
11.97
|
|
|
$
|
0.95
|
|
|
7.9
|
%
|
Sales volume in tons
|
6,197
|
|
|
5,563
|
|
|
634
|
|
|
11.4
|
%
|
|
|
(amounts in thousands, except selling prices and percentages)
|
|||||||||||||||||||
|
|
Year Ended December 31,
|
|
Increase / (Decrease)
|
|||||||||||||||||
|
|
2016
|
|
2015
(1)
|
|
$
|
|
%
|
|||||||||||||
Revenue
|
|
$
|
1,168,160
|
|
|
100.0
|
%
|
|
$
|
974,717
|
|
|
100.0
|
%
|
|
$
|
193,443
|
|
|
19.8%
|
|
Cost of goods sold before depreciation, depletion and amortization
|
|
922,338
|
|
|
79.0
|
|
|
768,439
|
|
|
78.8
|
|
|
153,899
|
|
|
20.0
|
||||
Selling, general and administrative expenses
|
|
100,019
|
|
|
8.6
|
|
|
86,873
|
|
|
8.9
|
|
|
13,146
|
|
|
15.1
|
||||
Depreciation, depletion and amortization
|
|
54,852
|
|
|
4.7
|
|
|
43,570
|
|
|
4.5
|
|
|
11,282
|
|
|
25.9
|
||||
Change in value of contingent consideration
|
|
5,225
|
|
|
0.4
|
|
|
932
|
|
|
0.1
|
|
|
4,293
|
|
|
NM
|
||||
Gain on sale of assets, net
|
|
(1,416
|
)
|
|
(0.1
|
)
|
|
(468
|
)
|
|
—
|
|
|
948
|
|
|
NM
|
||||
Operating income
|
|
87,142
|
|
|
7.5
|
|
|
75,371
|
|
|
7.7
|
|
|
11,771
|
|
|
15.6
|
||||
Interest expense, net
|
|
27,709
|
|
|
2.4
|
|
|
21,734
|
|
|
2.2
|
|
|
5,975
|
|
|
27.5
|
||||
Derivative loss
|
|
19,938
|
|
|
1.7
|
|
|
60,016
|
|
|
6.2
|
|
|
(40,078
|
)
|
|
(66.8)
|
||||
Loss on extinguishment of debt
|
|
12,003
|
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
12,003
|
|
|
NM
|
||||
Other income, net
|
|
(3,237
|
)
|
|
(0.3
|
)
|
|
(2,064
|
)
|
|
(0.2
|
)
|
|
1,173
|
|
|
56.8
|
||||
Income (loss) from continuing operations before income taxes
|
|
30,729
|
|
|
2.6
|
|
|
(4,315
|
)
|
|
(0.4
|
)
|
|
35,044
|
|
|
NM
|
||||
Income tax expense
|
|
21,151
|
|
|
1.8
|
|
|
779
|
|
|
0.1
|
|
|
20,372
|
|
|
NM
|
||||
Income (loss) from continuing operations
|
|
9,578
|
|
|
0.8
|
|
|
(5,094
|
)
|
|
(0.5
|
)
|
|
14,672
|
|
|
NM
|
||||
Loss from discontinued operations, net of taxes
|
|
(717
|
)
|
|
(0.1
|
)
|
|
(320
|
)
|
|
—
|
|
|
397
|
|
|
NM
|
||||
Net income (loss)
|
|
$
|
8,861
|
|
|
0.8
|
%
|
|
$
|
(5,414
|
)
|
|
(0.6
|
)%
|
|
$
|
14,275
|
|
|
263.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Ready-mixed Concrete Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Average selling price per cubic yard
|
|
$
|
130.35
|
|
|
|
|
$
|
123.98
|
|
|
|
|
|
$
|
6.37
|
|
|
5.1
|
%
|
|
Sales volume in cubic yards
|
|
8,122
|
|
|
|
|
7,038
|
|
|
|
|
|
1,084
|
|
|
15.4
|
%
|
||||
Aggregate Products Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Average selling price per ton
|
|
$
|
11.97
|
|
|
|
|
$
|
10.54
|
|
|
|
|
|
$
|
1.43
|
|
|
13.6
|
%
|
|
Sales volume in tons
|
|
5,563
|
|
|
|
|
|
4,919
|
|
|
|
|
|
644
|
|
|
13.1
|
%
|
|
(amounts in thousands, except selling prices and percentages)
|
|||||||||||||
|
Year Ended
December 31, |
|
Increase / (Decrease)
|
|||||||||||
|
2016
|
|
2015
|
|
$ or tons, as applicable
|
|
%
|
|||||||
Aggregate Products Segment:
|
|
|
|
|
|
|
|
|||||||
Revenue
|
$
|
76,334
|
|
|
$
|
60,439
|
|
|
$
|
15,895
|
|
|
26.3
|
%
|
Segment revenue, excluding intersegment sales, as a percentage of total revenue
|
3.6
|
%
|
|
3.5
|
%
|
|
|
|
|
|||||
Adjusted EBITDA
|
$
|
21,731
|
|
|
$
|
14,996
|
|
|
$
|
6,735
|
|
|
44.9
|
%
|
Adjusted EBITDA as a percentage of segment revenue
|
28.5
|
%
|
|
24.8
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|||||||
Aggregate Products Data:
|
|
|
|
|
|
|
|
|
|
|
||||
Average selling price per ton
|
$
|
11.97
|
|
|
$
|
10.54
|
|
|
$
|
1.43
|
|
|
13.6
|
%
|
Sales volume in tons
|
5,563
|
|
|
4,919
|
|
|
644
|
|
|
13.1
|
%
|
•
|
issued $200.0 million aggregate principal amount of 6.375% senior unsecured notes due 2024;
|
•
|
increased the commitments in the Revolving Facility by $100.0 million; and
|
•
|
extended the maturity date of the Revolving Facility to August 31, 2022.
|
|
|
2017
|
|
2016
|
||||
Cash and cash equivalents
|
|
$
|
22,581
|
|
|
$
|
75,774
|
|
Working capital
|
|
$
|
103,244
|
|
|
$
|
80,012
|
|
Total debt
(1)
|
|
$
|
693,336
|
|
|
$
|
449,298
|
|
Equity
|
|
302,142
|
|
|
188,829
|
|
||
Total capital
|
|
$
|
995,478
|
|
|
$
|
638,127
|
|
|
|
|
|
|
||||
Available capacity under our Revolving Facility
|
|
$
|
206,400
|
|
|
$
|
221,300
|
|
•
|
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 payment difficulties experienced by our customers; and
|
•
|
inclement weather beyond normal patterns that could adversely affect our sales volumes.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
(1)
|
|
2015
|
||||||
Net cash provided by (used in):
|
|
|
|
|
|
|
||||||
Operating activities
|
|
$
|
94,827
|
|
|
$
|
115,911
|
|
|
$
|
104,261
|
|
Investing activities
|
|
(334,294
|
)
|
|
(162,695
|
)
|
|
(157,835
|
)
|
|||
Financing activities
|
|
186,302
|
|
|
118,633
|
|
|
27,297
|
|
|||
Effect of exchange rates on cash and cash equivalents
|
|
(28
|
)
|
|
—
|
|
|
—
|
|
|||
Net increase (decrease) in cash
|
|
$
|
(53,193
|
)
|
|
$
|
71,849
|
|
|
$
|
(26,277
|
)
|
(1)
|
Reflects retrospective adoption of Accounting Standards Update 2016-09.
|
Contractual obligations
|
|
Total
|
|
Less Than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More Than 5 Years
|
||||||||||
Principal on debt
|
|
$
|
704.2
|
|
|
$
|
26.0
|
|
|
$
|
42.0
|
|
|
$
|
26.1
|
|
|
$
|
610.1
|
|
Interest on debt
|
|
251.0
|
|
|
40.7
|
|
|
79.1
|
|
|
77.0
|
|
|
54.2
|
|
|||||
Operating leases
|
|
87.8
|
|
|
19.6
|
|
|
27.2
|
|
|
14.9
|
|
|
26.1
|
|
|||||
Contingent consideration
(1)
|
|
66.7
|
|
|
2.3
|
|
|
23.3
|
|
|
17.8
|
|
|
23.3
|
|
|||||
Deferred consideration payments
(2)
|
|
14.2
|
|
|
7.4
|
|
|
5.7
|
|
|
0.7
|
|
|
0.4
|
|
|||||
Total
|
|
$
|
1,123.9
|
|
|
$
|
96.0
|
|
|
$
|
177.3
|
|
|
$
|
136.5
|
|
|
$
|
714.1
|
|
(1)
|
Consists of estimated fair value of contingent consideration obligations, including accretion, associated with acquisitions completed from 2015 through
2017
. The fair value of estimated payouts is based on probability weighted assumptions related to the achievement of various contractual provisions. As more fully described in Note 12, "Fair Value Disclosures," to our consolidated financial statements, changes in the fair value of these obligations will occur until to the final payment in 2021.
|
(2)
|
Consists of deferred consideration obligations, including accretion, associated with acquisitions with terms ranging from two to 10 years.
|
Other commercial commitments
|
|
Total
|
|
Less Than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More Than 5 Years
|
||||||||||
Standby letters of credit
|
|
$
|
14.4
|
|
|
$
|
14.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
Performance bonds
|
|
36.8
|
|
|
36.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
51.2
|
|
|
$
|
51.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
22,581
|
|
|
$
|
75,774
|
|
Trade accounts receivable, net
|
|
214,221
|
|
|
207,292
|
|
||
Inventories
|
|
48,085
|
|
|
41,979
|
|
||
Prepaid expenses
|
|
5,297
|
|
|
5,534
|
|
||
Other receivables
|
|
19,191
|
|
|
8,691
|
|
||
Other current assets
|
|
2,310
|
|
|
2,019
|
|
||
Total current assets
|
|
311,685
|
|
|
341,289
|
|
||
Property, plant and equipment, net
|
|
636,268
|
|
|
337,412
|
|
||
Goodwill
|
|
204,731
|
|
|
133,271
|
|
||
Intangible assets, net
|
|
118,123
|
|
|
130,973
|
|
||
Other assets
|
|
5,327
|
|
|
2,457
|
|
||
Total assets
|
|
$
|
1,276,134
|
|
|
$
|
945,402
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
117,070
|
|
|
$
|
110,694
|
|
Accrued liabilities
|
|
65,420
|
|
|
76,514
|
|
||
Current maturities of long-term debt
|
|
25,951
|
|
|
16,654
|
|
||
Derivative liabilities
|
|
—
|
|
|
57,415
|
|
||
Total current liabilities
|
|
208,441
|
|
|
261,277
|
|
||
Long-term debt, net of current maturities
|
|
667,385
|
|
|
432,644
|
|
||
Other long-term obligations and deferred credits
|
|
93,341
|
|
|
54,996
|
|
||
Deferred income taxes
|
|
4,825
|
|
|
7,656
|
|
||
Total liabilities
|
|
973,992
|
|
|
756,573
|
|
||
Commitments and contingencies (Note 21)
|
|
|
|
|
|
|
||
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; 17,585 and 16,584 shares issued, respectively; and 16,652 and 15,696 shares outstanding, respectively)
|
|
18
|
|
|
17
|
|
||
Additional paid-in capital
|
|
319,016
|
|
|
249,832
|
|
||
Accumulated deficit
|
|
(13,784
|
)
|
|
(39,296
|
)
|
||
Treasury stock, at cost (933 and 888 common shares, respectively)
|
|
(24,799
|
)
|
|
(21,724
|
)
|
||
Total shareholders' equity
|
|
280,451
|
|
|
188,829
|
|
||
Non-controlling interest (Note 20)
|
|
21,691
|
|
|
—
|
|
||
Total equity
|
|
302,142
|
|
|
188,829
|
|
||
Total liabilities and equity
|
|
$
|
1,276,134
|
|
|
$
|
945,402
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Revenue
|
|
$
|
1,336,039
|
|
|
$
|
1,168,160
|
|
|
$
|
974,717
|
|
Cost of goods sold before depreciation, depletion and amortization
|
|
1,056,605
|
|
|
922,338
|
|
|
768,439
|
|
|||
Selling, general and administrative expenses
|
|
119,234
|
|
|
100,019
|
|
|
86,873
|
|
|||
Depreciation, depletion and amortization
|
|
67,798
|
|
|
54,852
|
|
|
43,570
|
|
|||
Change in value of contingent consideration
|
|
7,910
|
|
|
5,225
|
|
|
932
|
|
|||
Impairment of goodwill and other assets
|
|
6,238
|
|
|
—
|
|
|
—
|
|
|||
Gain on sale of assets, net
|
|
(694
|
)
|
|
(1,416
|
)
|
|
(468
|
)
|
|||
Operating income
|
|
78,948
|
|
|
87,142
|
|
|
75,371
|
|
|||
Interest expense, net
|
|
41,957
|
|
|
27,709
|
|
|
21,734
|
|
|||
Derivative loss
|
|
791
|
|
|
19,938
|
|
|
60,016
|
|
|||
Loss on extinguishment of debt
|
|
60
|
|
|
12,003
|
|
|
—
|
|
|||
Other income, net
|
|
(2,562
|
)
|
|
(3,237
|
)
|
|
(2,064
|
)
|
|||
Income (loss) from continuing operations before income taxes
|
|
38,702
|
|
|
30,729
|
|
|
(4,315
|
)
|
|||
Income tax expense
|
|
12,436
|
|
|
21,151
|
|
|
779
|
|
|||
Income (loss) from continuing operations
|
|
26,266
|
|
|
9,578
|
|
|
(5,094
|
)
|
|||
Loss from discontinued operations, net of taxes
|
|
(630
|
)
|
|
(717
|
)
|
|
(320
|
)
|
|||
Net income (loss)
|
|
25,636
|
|
|
8,861
|
|
|
(5,414
|
)
|
|||
Less: Net income attributable to non-controlling interest
|
|
(124
|
)
|
|
—
|
|
|
—
|
|
|||
Net income (loss) attributable to U.S. Concrete
|
|
$
|
25,512
|
|
|
$
|
8,861
|
|
|
$
|
(5,414
|
)
|
|
|
|
|
|
|
|
||||||
Basic income (loss) per share attributable to U.S. Concrete:
|
|
|
|
|
|
|
|
|
||||
Income (loss) from continuing operations
|
|
$
|
1.64
|
|
|
$
|
0.63
|
|
|
$
|
(0.36
|
)
|
Loss from discontinued operations, net of taxes
|
|
(0.04
|
)
|
|
(0.04
|
)
|
|
(0.02
|
)
|
|||
Net income (loss) per share attributable to U.S. Concrete - basic
|
|
$
|
1.60
|
|
|
$
|
0.59
|
|
|
$
|
(0.38
|
)
|
|
|
|
|
|
|
|
||||||
Diluted income (loss) per share attributable to U.S. Concrete:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
|
$
|
1.57
|
|
|
$
|
0.59
|
|
|
$
|
(0.36
|
)
|
Loss from discontinued operations, net of taxes
|
|
(0.04
|
)
|
|
(0.04
|
)
|
|
(0.02
|
)
|
|||
Net income (loss) per share attributable to U.S. Concrete - diluted
|
|
$
|
1.53
|
|
|
$
|
0.55
|
|
|
$
|
(0.38
|
)
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
15,911
|
|
|
15,098
|
|
|
14,080
|
|
|||
Diluted
|
|
16,642
|
|
|
16,226
|
|
|
14,080
|
|
|||
|
|
|
|
|
|
|
||||||
Net income (loss) attributable to U.S. Concrete:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations attributable to U.S. Concrete
|
|
$
|
26,142
|
|
|
$
|
9,578
|
|
|
$
|
(5,094
|
)
|
Loss from discontinued operations, net of taxes
|
|
(630
|
)
|
|
(717
|
)
|
|
(320
|
)
|
|||
Total net income (loss) attributable to U.S. Concrete
|
|
$
|
25,512
|
|
|
$
|
8,861
|
|
|
$
|
(5,414
|
)
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
# of
Shares |
|
Par
Value |
|
Additional
Paid-In Capital |
|
Accumulated Deficit
|
|
Treasury
Stock |
|
Total
Shareholders' Equity (Deficit) |
|
Non-
controlling Interest |
|
Total
Equity (Deficit) |
|||||||||||||||
BALANCE, December 31, 2014
|
13,978
|
|
|
$
|
15
|
|
|
$
|
156,745
|
|
|
$
|
(42,743
|
)
|
|
$
|
(12,537
|
)
|
|
$
|
101,480
|
|
|
|
|
|
$
|
101,480
|
|
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
5,824
|
|
|
—
|
|
|
—
|
|
|
5,824
|
|
|
|
|
|
5,824
|
|
|||||||
Excess tax benefits from share-based compensation
|
—
|
|
|
—
|
|
|
4,952
|
|
|
—
|
|
|
—
|
|
|
4,952
|
|
|
|
|
|
4,952
|
|
|||||||
Restricted stock vesting
|
22
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|||||||
Restricted stock grants, net of cancellations
|
200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|||||||
Stock options exercised
|
15
|
|
|
—
|
|
|
315
|
|
|
—
|
|
|
—
|
|
|
315
|
|
|
|
|
|
315
|
|
|||||||
Warrants exercised
|
359
|
|
|
—
|
|
|
18,091
|
|
|
—
|
|
|
—
|
|
|
18,091
|
|
|
|
|
|
18,091
|
|
|||||||
Other treasury share purchases
|
(145
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,330
|
)
|
|
(6,330
|
)
|
|
|
|
|
(6,330
|
)
|
|||||||
Common stock issuance
|
442
|
|
|
1
|
|
|
15,088
|
|
|
—
|
|
|
—
|
|
|
15,089
|
|
|
|
|
|
15,089
|
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,414
|
)
|
|
—
|
|
|
(5,414
|
)
|
|
|
|
|
(5,414
|
)
|
|||||||
BALANCE, December 31, 2015
|
14,871
|
|
|
$
|
16
|
|
|
$
|
201,015
|
|
|
$
|
(48,157
|
)
|
|
$
|
(18,867
|
)
|
|
$
|
134,007
|
|
|
|
|
|
$
|
134,007
|
|
|
Stock-based compensation
|
—
|
|
|
$
|
—
|
|
|
$
|
7,099
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,099
|
|
|
|
|
|
$
|
7,099
|
|
|
Excess tax benefits from share-based compensation
|
—
|
|
|
—
|
|
|
3,787
|
|
|
—
|
|
|
—
|
|
|
3,787
|
|
|
|
|
|
3,787
|
|
|||||||
Restricted stock vesting
|
16
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|||||||
Restricted stock grants, net of cancellations
|
157
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|||||||
Stock options exercised
|
6
|
|
|
—
|
|
|
105
|
|
|
—
|
|
|
—
|
|
|
105
|
|
|
|
|
|
105
|
|
|||||||
Warrants exercised
|
556
|
|
|
1
|
|
|
30,166
|
|
|
—
|
|
|
—
|
|
|
30,167
|
|
|
|
|
|
30,167
|
|
|||||||
Other treasury share purchases
|
(46
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,857
|
)
|
|
(2,857
|
)
|
|
|
|
|
(2,857
|
)
|
|||||||
Common stock issuance
|
136
|
|
|
—
|
|
|
7,660
|
|
|
—
|
|
|
—
|
|
|
7,660
|
|
|
|
|
|
7,660
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
8,861
|
|
|
—
|
|
|
8,861
|
|
|
|
|
|
8,861
|
|
|||||||
BALANCE, December 31, 2016
|
15,696
|
|
|
$
|
17
|
|
|
$
|
249,832
|
|
|
$
|
(39,296
|
)
|
|
$
|
(21,724
|
)
|
|
$
|
188,829
|
|
|
$
|
—
|
|
|
$
|
188,829
|
|
Stock-based compensation
|
—
|
|
|
$
|
—
|
|
|
$
|
8,285
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,285
|
|
|
—
|
|
|
$
|
8,285
|
|
|
Restricted stock vesting
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Restricted stock grants, net of cancellations
|
144
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Stock options exercised
|
6
|
|
|
—
|
|
|
132
|
|
|
—
|
|
|
—
|
|
|
132
|
|
|
—
|
|
|
132
|
|
|||||||
Warrants exercised
|
834
|
|
|
1
|
|
|
60,767
|
|
|
—
|
|
|
—
|
|
|
60,768
|
|
|
—
|
|
|
60,768
|
|
|||||||
Other treasury share purchases
|
(45
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,075
|
)
|
|
(3,075
|
)
|
|
—
|
|
|
(3,075
|
)
|
|||||||
2017 acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,567
|
|
|
21,567
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
25,512
|
|
|
—
|
|
|
25,512
|
|
|
124
|
|
|
25,636
|
|
|||||||
BALANCE, December 31, 2017
|
16,652
|
|
|
$
|
18
|
|
|
$
|
319,016
|
|
|
$
|
(13,784
|
)
|
|
$
|
(24,799
|
)
|
|
$
|
280,451
|
|
|
$
|
21,691
|
|
|
$
|
302,142
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Net income (loss) including non-controlling interest
|
|
$
|
25,636
|
|
|
$
|
8,861
|
|
|
$
|
(5,414
|
)
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
||||
Depreciation, depletion and amortization
|
|
67,798
|
|
|
54,852
|
|
|
43,570
|
|
|||
Amortization of debt issuance costs
|
|
1,962
|
|
|
1,845
|
|
|
1,795
|
|
|||
Amortization of discount on long-term incentive plan and other accrued interest
|
|
651
|
|
|
593
|
|
|
427
|
|
|||
Amortization of premium on long-term debt
|
|
(1,551
|
)
|
|
—
|
|
|
—
|
|
|||
Derivative loss
|
|
791
|
|
|
19,938
|
|
|
60,016
|
|
|||
Change in value of contingent consideration
|
|
7,910
|
|
|
5,225
|
|
|
932
|
|
|||
Net gain on disposal of assets
|
|
(694
|
)
|
|
(1,416
|
)
|
|
(275
|
)
|
|||
Loss on extinguishment of debt
|
|
60
|
|
|
12,003
|
|
|
—
|
|
|||
Impairments of goodwill and other assets
|
|
6,238
|
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
|
(3,381
|
)
|
|
16,786
|
|
|
(12,579
|
)
|
|||
Provision for doubtful accounts and customer disputes
|
|
4,632
|
|
|
2,966
|
|
|
4,198
|
|
|||
Stock-based compensation
|
|
8,285
|
|
|
7,099
|
|
|
5,824
|
|
|||
Unrealized foreign exchange loss
|
|
299
|
|
|
—
|
|
|
—
|
|
|||
Changes in assets and liabilities, excluding effects of acquisitions:
|
|
|
|
|
|
|
|
|
||||
Accounts receivable
|
|
(5,757
|
)
|
|
(25,588
|
)
|
|
(37,766
|
)
|
|||
Inventories
|
|
611
|
|
|
(3,749
|
)
|
|
(383
|
)
|
|||
Prepaid expenses and other current assets
|
|
(2,806
|
)
|
|
(2,342
|
)
|
|
(886
|
)
|
|||
Other assets and liabilities
|
|
2,649
|
|
|
2,171
|
|
|
(1,341
|
)
|
|||
Accounts payable and accrued liabilities
|
|
(18,506
|
)
|
|
16,667
|
|
|
46,143
|
|
|||
Net cash provided by operating activities
|
|
94,827
|
|
|
115,911
|
|
|
104,261
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
||||
Purchases of property, plant and equipment
|
|
(42,727
|
)
|
|
(40,425
|
)
|
|
(24,977
|
)
|
|||
Payments related to acquisitions, net of cash acquired
|
|
(295,071
|
)
|
|
(127,927
|
)
|
|
(135,347
|
)
|
|||
Proceeds from sale of property, plant and equipment
|
|
2,059
|
|
|
2,744
|
|
|
1,312
|
|
|||
Proceeds from disposal of acquired businesses
|
|
1,445
|
|
|
1,565
|
|
|
1,177
|
|
|||
Insurance proceeds from property loss claim
|
|
—
|
|
|
1,348
|
|
|
—
|
|
|||
Net cash used in investing activities
|
|
(334,294
|
)
|
|
(162,695
|
)
|
|
(157,835
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
||||
Proceeds from revolver borrowings
|
|
54,422
|
|
|
128,904
|
|
|
206,809
|
|
|||
Repayments of revolver borrowings
|
|
(45,422
|
)
|
|
(173,904
|
)
|
|
(161,809
|
)
|
|||
Proceeds from issuance of debt
|
|
211,500
|
|
|
400,000
|
|
|
—
|
|
|||
Repayments of debt
|
|
—
|
|
|
(200,000
|
)
|
|
(117
|
)
|
|||
Premium paid on early retirement of debt
|
|
—
|
|
|
(8,500
|
)
|
|
—
|
|
|||
Proceeds from exercise of warrants and stock options
|
|
2,695
|
|
|
348
|
|
|
546
|
|
|||
Payments of other long-term obligations
|
|
(9,008
|
)
|
|
(4,679
|
)
|
|
(2,298
|
)
|
|||
Payments for other financing
|
|
(20,317
|
)
|
|
(13,433
|
)
|
|
(8,611
|
)
|
|||
Debt issuance costs
|
|
(4,493
|
)
|
|
(7,824
|
)
|
|
(893
|
)
|
|||
Other treasury share purchases
|
|
(3,075
|
)
|
|
(2,857
|
)
|
|
(6,330
|
)
|
|||
Other proceeds
|
|
—
|
|
|
578
|
|
|
—
|
|
|||
Net cash provided by financing activities
|
|
186,302
|
|
|
118,633
|
|
|
27,297
|
|
|||
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS
|
|
(28
|
)
|
|
—
|
|
|
—
|
|
|||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
(53,193
|
)
|
|
71,849
|
|
|
(26,277
|
)
|
|||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
|
75,774
|
|
|
3,925
|
|
|
30,202
|
|
|||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
|
$
|
22,581
|
|
|
$
|
75,774
|
|
|
$
|
3,925
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
|
|
|
|
|
||||
Cash paid for interest
|
|
$
|
40,970
|
|
|
$
|
24,535
|
|
|
$
|
19,503
|
|
Cash paid for income taxes
|
|
$
|
28,130
|
|
|
$
|
6,735
|
|
|
$
|
1,949
|
|
|
|
|
|
|
|
|
||||||
Supplemental Disclosure of Non-cash Investing and Financing Activities:
|
|
|
|
|
|
|
||||||
Capital expenditures funded by capital leases and promissory notes
|
|
$
|
46,226
|
|
|
$
|
30,698
|
|
|
$
|
23,450
|
|
Acquisitions funded by stock issuance, contingent consideration and deferred payments
|
|
$
|
29,473
|
|
|
$
|
7,500
|
|
|
$
|
50,805
|
|
Dispositions funded through promissory note and deferred payments
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,380
|
|
Footnote
|
|
Page
|
•
|
Corbett Aggregate Companies, LLC. ("
Corbett
") located in Quinton, New Jersey on
April 7, 2017
;
|
•
|
Harbor Ready-Mix ("
Harbor
") located in Redwood City, California on
September 29, 2017
;
|
•
|
A-1 Materials, Inc. ("
A-1
”) and L.C. Frey Company, Inc. ("Frey") (collectively “A-1/Frey”) located in San Carlos, California on
September 29, 2017
;
|
•
|
Action Supply Co., Inc. ("
Action Supply
") located in Philadelphia, Pennsylvania on
September 29, 2017
; and
|
•
|
Polaris Materials Corporation ("Polaris") located in British Columbia, Canada on
November 17, 2017
.
|
|
Polaris
|
|
2017 Acquisitions (excluding Polaris)
|
||||
Cash
|
$
|
20,678
|
|
|
$
|
—
|
|
Accounts receivable
(1)
|
4,661
|
|
|
1,126
|
|
||
Inventory
|
6,022
|
|
|
695
|
|
||
Other current assets
|
1,522
|
|
|
47
|
|
||
Property, plant and equipment
|
196,703
|
|
|
63,096
|
|
||
Other long-term assets
|
896
|
|
|
—
|
|
||
Definite-lived intangible assets
|
—
|
|
|
8,024
|
|
||
Total assets acquired
|
230,482
|
|
|
72,988
|
|
||
Current liabilities
(2)
|
26,193
|
|
|
774
|
|
||
Other long-term liabilities
|
2,464
|
|
|
62
|
|
||
Total liabilities assumed
|
28,657
|
|
|
836
|
|
||
Non-controlling interest (see Note 20)
|
21,567
|
|
|
—
|
|
||
Goodwill
|
62,510
|
|
|
12,978
|
|
||
Total consideration (fair value)
(3)
|
$
|
242,768
|
|
|
$
|
85,130
|
|
(1)
|
Except for Polaris, the aggregate fair value of the 2017 acquisitions acquired accounts receivable approximated the aggregate gross contractual amount. The fair value of Polaris's acquired accounts receivable was
$4.7 million
, which represented an aggregate gross contractual amount of
$5.0 million
, less estimated amounts not expected to be collected.
|
(2)
|
Current liabilities for Polaris included
$14.2 million
payable to the Company, which was eliminated in consolidation.
|
(3)
|
Included
$29.5 million
of deferred and contingent consideration for acquisitions other than Polaris.
|
|
2016 Acquisitions
|
||
Cash
|
$
|
9
|
|
Accounts receivable
(1)
|
12,314
|
|
|
Inventory
|
1,249
|
|
|
Other current assets
|
68
|
|
|
Property, plant and equipment
|
34,918
|
|
|
Definite-lived intangible assets
|
47,144
|
|
|
Total assets acquired
|
95,702
|
|
|
Current liabilities
|
7,055
|
|
|
Other long-term liabilities
|
3,713
|
|
|
Total liabilities assumed
|
10,768
|
|
|
Goodwill
|
60,583
|
|
|
Total consideration (fair value)
(2)
|
$
|
145,517
|
|
(1)
|
The aggregate fair value of the acquired accounts receivable approximated the aggregate gross contractual amount.
|
(2)
|
Included
$5.3 million
of deferred payments.
|
|
Weighted Average Amortization Period (In Years)
|
|
Fair Value At Acquisition Date
|
||
Customer relationships
|
6.56
|
|
$
|
41,704
|
|
Trade names
|
2.62
|
|
2,818
|
|
|
Non-competes
|
5.00
|
|
5,307
|
|
|
Leasehold interests
|
5.00
|
|
4,955
|
|
|
Favorable contract
|
3.67
|
|
384
|
|
|
Total
|
|
|
$
|
55,168
|
|
|
Year Ending December 31,
|
||
2018
|
$
|
9,549
|
|
2019
|
9,285
|
|
|
2020
|
8,739
|
|
|
2021
|
7,692
|
|
|
2022
|
4,133
|
|
|
Thereafter
|
2,945
|
|
|
Total
|
$
|
42,343
|
|
|
For the Year Ended December 31,
|
||||||
|
(unaudited)
|
||||||
|
2017
|
|
2016
|
||||
Revenue from continuing operations
|
$
|
1,412,676
|
|
|
$
|
1,347,383
|
|
Net income attributable to U.S. Concrete
|
$
|
30,388
|
|
|
$
|
12,466
|
|
|
|
|
|
||||
Net income per share attributable to U.S. Concrete - basic
|
$
|
1.91
|
|
|
$
|
0.83
|
|
Net income per share attributable to U.S. Concrete - diluted
|
$
|
1.83
|
|
|
$
|
0.77
|
|
|
Year Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
Increase in intangible amortization expense
|
$
|
(649
|
)
|
|
$
|
(5,486
|
)
|
Increase in depreciation expense
|
(4,807
|
)
|
|
(5,003
|
)
|
||
Exclusion of buyer transaction costs
|
5,875
|
|
|
1,507
|
|
||
Exclusion of seller transaction costs
|
9,671
|
|
|
—
|
|
||
Increase in expenses related to conversions from IFRS
(1)
to U.S. GAAP
|
(207
|
)
|
|
(437
|
)
|
||
Decrease (increase) in interest expense
|
264
|
|
|
(163
|
)
|
||
Decrease (increase) in income tax expense
|
8,045
|
|
|
(1,870
|
)
|
||
Increase in non-controlling loss
|
286
|
|
|
771
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Revenue
|
|
$
|
—
|
|
|
$
|
48
|
|
|
$
|
5,523
|
|
Operating expenses, excluding DD&A, and other income
|
|
(1,084
|
)
|
|
(1,200
|
)
|
|
(5,830
|
)
|
|||
Loss from discontinued operations
|
|
(1,084
|
)
|
|
(1,152
|
)
|
|
(307
|
)
|
|||
Loss on disposal of assets
|
|
—
|
|
|
—
|
|
|
(193
|
)
|
|||
Loss from discontinued operations, before income taxes
|
|
(1,084
|
)
|
|
(1,152
|
)
|
|
(500
|
)
|
|||
Income tax benefit
|
|
(454
|
)
|
|
(435
|
)
|
|
(180
|
)
|
|||
Loss from discontinued operations
|
|
$
|
(630
|
)
|
|
$
|
(717
|
)
|
|
$
|
(320
|
)
|
|
|
Ready-mixed Concrete Segment
|
|
Aggregate Products Segment
|
|
Other Non-Reportable Segments
|
|
Total
|
||||||||
Balance at December 31, 2015
|
|
$
|
82,958
|
|
|
$
|
13,984
|
|
|
$
|
3,262
|
|
|
$
|
100,204
|
|
2016 acquisitions
(1)
|
|
60,034
|
|
|
—
|
|
|
—
|
|
|
60,034
|
|
||||
Measurement period adjustments for prior year business combinations
(2)
|
|
(15,477
|
)
|
|
(11,490
|
)
|
|
—
|
|
|
(26,967
|
)
|
||||
Balance at December 31, 2016
|
|
127,515
|
|
|
2,494
|
|
|
3,262
|
|
|
133,271
|
|
||||
2017 acquisitions
(3)
|
|
11,770
|
|
|
53,768
|
|
|
9,950
|
|
|
75,488
|
|
||||
Measurement period adjustments for prior year business combinations
(4)
|
|
549
|
|
|
1,176
|
|
|
—
|
|
|
1,725
|
|
||||
Accumulated impairment
|
|
(4,414
|
)
|
|
(1,339
|
)
|
|
—
|
|
|
(5,753
|
)
|
||||
Balance at December 31, 2017
|
|
$
|
135,420
|
|
|
$
|
56,099
|
|
|
$
|
13,212
|
|
|
$
|
204,731
|
|
(1)
|
The measurement period adjustments for 2016 acquisitions recorded during 2016 primarily included
$23.4 million
of definite-lived intangible assets and
$16.6 million
of property, plant and equipment. (See
Note 2
)
|
(2)
|
The measurement period adjustments for 2015 acquisitions recorded during 2016, primarily included
$21.3 million
of property, plant and equipment and
$5.0 million
definite-lived intangible assets offset by
$1.2 million
of unfavorable lease intangibles.
|
(3)
|
The measurement period adjustments for the 2017 acquisitions recorded during 2017 primarily included
$1.8 million
of definite-lived intangible assets and
$0.8 million
of property, plant and equipment. (See
Note 2
)
|
(4)
|
Reflects a
$1.2 million
adjustment to the change in the acquisition accounting for a 2015 acquisition and a
$0.5 million
adjustment related to determination of the conclusion of tax attributes as of the acquisition date for a 2016 acquisition. The adjustment to the 2015 acquisition accounting was recorded in the current period as it was not material to the prior periods and had no impact on the consolidated statements of operations of any period.
|
|
|
December 31, 2017
|
||||||||||||
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Weighted Average Remaining Life (in Years)
|
||||||
Definite-lived intangible assets
|
|
|
|
|
|
|
|
|
||||||
Customer relationships
|
|
$
|
89,933
|
|
|
$
|
(28,092
|
)
|
|
$
|
61,841
|
|
|
5.47
|
Trade names
|
|
44,456
|
|
|
(8,120
|
)
|
|
36,336
|
|
|
19.87
|
|||
Non-competes
|
|
16,875
|
|
|
(8,510
|
)
|
|
8,365
|
|
|
2.93
|
|||
Leasehold interests
|
|
12,480
|
|
|
(3,378
|
)
|
|
9,102
|
|
|
6.66
|
|||
Favorable contracts
|
|
4,034
|
|
|
(3,033
|
)
|
|
1,001
|
|
|
1.35
|
|||
Total definite-lived intangible assets
|
|
167,778
|
|
|
(51,133
|
)
|
|
116,645
|
|
|
9.83
|
|||
Indefinite-lived intangible assets
|
|
|
|
|
|
|
|
|
||||||
Land rights
(1)
|
|
1,478
|
|
|
—
|
|
|
1,478
|
|
|
|
|||
Total purchased intangible assets
|
|
$
|
169,256
|
|
|
$
|
(51,133
|
)
|
|
$
|
118,123
|
|
|
|
|
|
December 31, 2016
|
||||||||||||
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Weighted Average Remaining Life (in Years)
|
||||||
Definite-lived intangible assets
|
|
|
|
|
|
|
|
|
||||||
Customer relationships
|
|
$
|
82,174
|
|
|
$
|
(16,414
|
)
|
|
$
|
65,760
|
|
|
5.97
|
Trade names
|
|
44,456
|
|
|
(4,948
|
)
|
|
39,508
|
|
|
20.20
|
|||
Non-competes
|
|
16,862
|
|
|
(5,160
|
)
|
|
11,702
|
|
|
3.81
|
|||
Leasehold interests
|
|
12,480
|
|
|
(1,693
|
)
|
|
10,787
|
|
|
7.46
|
|||
Favorable contract
|
|
3,650
|
|
|
(1,912
|
)
|
|
1,738
|
|
|
1.67
|
|||
Backlog
|
|
1,640
|
|
|
(1,640
|
)
|
|
—
|
|
|
0.00
|
|||
Total definite-lived intangible assets
|
|
161,262
|
|
|
(31,767
|
)
|
|
129,495
|
|
|
10.19
|
|||
Indefinite-lived intangible assets
|
|
|
|
|
|
|
|
|
||||||
Land rights
(1)
|
|
1,478
|
|
|
—
|
|
|
1,478
|
|
|
|
|||
Total purchased intangible assets
|
|
$
|
162,740
|
|
|
$
|
(31,767
|
)
|
|
$
|
130,973
|
|
|
|
|
|
Year Ending December 31,
|
||
2018
|
|
$
|
21,169
|
|
2019
|
|
19,327
|
|
|
2020
|
|
17,119
|
|
|
2021
|
|
15,575
|
|
|
2022
|
|
9,849
|
|
|
Thereafter
|
|
33,606
|
|
|
Total
|
|
$
|
116,645
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Raw materials
|
|
$
|
44,238
|
|
|
$
|
38,752
|
|
Building materials for resale
|
|
2,192
|
|
|
1,923
|
|
||
Other
|
|
1,655
|
|
|
1,304
|
|
||
|
|
$
|
48,085
|
|
|
$
|
41,979
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Land and mineral deposits
|
|
$
|
296,644
|
|
|
$
|
93,302
|
|
Buildings and improvements
|
|
56,102
|
|
|
25,932
|
|
||
Machinery and equipment
|
|
230,394
|
|
|
167,804
|
|
||
Mixers, trucks and other vehicles
|
|
215,755
|
|
|
168,747
|
|
||
Other
|
|
2,846
|
|
|
1,322
|
|
||
Construction in progress
|
|
12,695
|
|
|
17,934
|
|
||
|
|
814,436
|
|
|
475,041
|
|
||
Less: accumulated depreciation and depletion
|
|
(178,168
|
)
|
|
(137,629
|
)
|
||
|
|
$
|
636,268
|
|
|
$
|
337,412
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Balance, beginning of period
|
|
$
|
5,960
|
|
|
$
|
6,125
|
|
Provision for doubtful accounts and customer disputes
|
|
4,632
|
|
|
2,966
|
|
||
Uncollectible receivables written off, net of recoveries
|
|
(4,807
|
)
|
|
(3,131
|
)
|
||
Balance, end of period
|
|
$
|
5,785
|
|
|
$
|
5,960
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Accrued compensation and benefits
|
|
$
|
18,487
|
|
|
$
|
16,553
|
|
Accrued materials
|
|
10,321
|
|
|
20,349
|
|
||
Deferred consideration
|
|
7,229
|
|
|
9,227
|
|
||
Accrued insurance reserves
|
|
7,051
|
|
|
6,477
|
|
||
Accrued property, sales and other taxes
|
|
6,589
|
|
|
11,829
|
|
||
Accrued interest
|
|
3,370
|
|
|
2,217
|
|
||
Deferred rent
|
|
2,357
|
|
|
2,232
|
|
||
Contingent consideration
|
|
2,331
|
|
|
2,418
|
|
||
Other
|
|
7,685
|
|
|
5,212
|
|
||
Total accrued liabilities
|
|
$
|
65,420
|
|
|
$
|
76,514
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Senior unsecured notes due 2024 and unamortized premium
(1)
|
|
$
|
609,949
|
|
|
$
|
400,000
|
|
Senior secured credit facility
|
|
9,000
|
|
|
—
|
|
||
Capital leases
|
|
53,324
|
|
|
37,860
|
|
||
Other financing
|
|
31,886
|
|
|
20,248
|
|
||
Debt issuance costs
|
|
(10,823
|
)
|
|
(8,810
|
)
|
||
Total debt
|
|
693,336
|
|
|
449,298
|
|
||
Less: current maturities
|
|
(25,951
|
)
|
|
(16,654
|
)
|
||
Long-term debt, net of current maturities
|
|
$
|
667,385
|
|
|
$
|
432,644
|
|
(1)
|
The effective interest rate for these notes as of
December 31, 2017
and
December 31, 2016
, were
6.56%
and
6.62%
, respectively.
|
|
|
Year Ending December 31,
|
||
2018
|
|
$
|
25,951
|
|
2019
|
|
22,988
|
|
|
2020
|
|
18,996
|
|
|
2021
|
|
12,928
|
|
|
2022
|
|
13,190
|
|
|
Thereafter
|
|
610,106
|
|
|
|
|
$
|
704,159
|
|
•
|
incur additional debt 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;
|
•
|
sell assets and issue capital stock of our restricted subsidiaries;
|
•
|
incur liens;
|
•
|
allow to exist certain restrictions on the ability of our restricted subsidiaries to pay dividends or make other payments to us;
|
•
|
enter into transactions with affiliates;
|
•
|
consolidate, merge or sell all or substantially all of our assets; and
|
•
|
designate our subsidiaries as unrestricted subsidiaries.
|
|
|
|
|
Year Ended December 31,
|
||||||||||
Derivative Instruments Not Designated as
Hedging Instruments under ASC 815 |
|
Classification in
Statement of Operations |
|
2017
|
|
2016
|
|
2015
|
||||||
Warrants
|
|
Derivative loss
|
|
$
|
791
|
|
|
$
|
19,938
|
|
|
$
|
60,016
|
|
|
|
Number of Shares
|
|||||||
|
|
December 31,
|
|||||||
Derivative Instruments Not Designated as Hedging Instruments under ASC 815
|
|
2017
|
|
2016
|
|
2015
|
|||
Warrants
|
|
—
|
|
|
1,395
|
|
|
2,361
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Contingent consideration
|
|
$
|
59,506
|
|
|
$
|
29,852
|
|
Self-insurance reserves
|
|
13,431
|
|
|
8,729
|
|
||
Income taxes
|
|
6,938
|
|
|
5,349
|
|
||
Deferred consideration
|
|
6,090
|
|
|
7,784
|
|
||
Other
|
|
7,376
|
|
|
3,282
|
|
||
Total other long-term obligations and deferred credits
|
|
$
|
93,341
|
|
|
$
|
54,996
|
|
|
|
As of December 31, 2017
|
||||||||||||||
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Contingent consideration, including current portion
(1)
|
|
$
|
61,817
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
61,817
|
|
|
|
$
|
61,817
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
61,817
|
|
|
|
As of December 31, 2016
|
||||||||||||||
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Derivative – Warrants
|
|
$
|
57,415
|
|
|
$
|
—
|
|
|
$
|
57,415
|
|
|
$
|
—
|
|
Contingent consideration, including current portion
(1)
|
|
32,212
|
|
|
—
|
|
|
—
|
|
|
32,212
|
|
||||
|
|
$
|
89,627
|
|
|
$
|
—
|
|
|
$
|
57,415
|
|
|
$
|
32,212
|
|
(1)
|
The current portion of contingent consideration is included in accrued liabilities in our consolidated balance sheets. The long-term portion of contingent consideration is included in other long-term obligations and deferred credits in our consolidated balance sheets.
|
|
|
As of December 31, 2017
|
||||||||||||||||||
Valuation Inputs
|
|
Ferrara Bros
|
|
Corbett
|
|
Right Away
|
|
DuBrook
|
|
Other
|
||||||||||
Fair value (in millions)
|
|
$
|
33.0
|
|
|
$
|
20.9
|
|
|
$
|
4.1
|
|
|
$
|
0.5
|
|
|
$
|
3.3
|
|
Discount rate
|
|
11.75
|
%
|
|
5.00
|
%
|
|
9.75
|
%
|
|
15.75
|
%
|
|
3.70
|
%
|
|||||
Payment cap (in millions)
|
|
$
|
35.0
|
|
|
$
|
23.0
|
|
|
$
|
4.3
|
|
|
$
|
0.5
|
|
|
$
|
3.9
|
|
Minimum payment period from the acquisition date (in years)
|
|
4
|
|
2
|
|
4
|
|
2
|
|
5
|
||||||||||
Management projections of the payout criteria
|
|
EBITDA
|
|
Permitted reserves
|
|
Volumes
|
|
Volumes
|
|
Certain other criteria
|
|
|
As of December 31, 2016
|
||||||||||||||
Valuation Inputs
|
|
Ferrara Bros
|
|
Right Away
|
|
DuBrook
|
|
Bode
|
||||||||
Fair value (in millions)
|
|
$
|
26.3
|
|
|
$
|
3.9
|
|
|
$
|
0.6
|
|
|
$
|
1.4
|
|
Discount rate
|
|
8.75
|
%
|
|
8.50
|
%
|
|
15.75
|
%
|
|
7.00
|
%
|
||||
Payment cap (in millions)
|
|
$
|
35.0
|
|
|
$
|
5.0
|
|
|
$
|
0.7
|
|
|
$
|
1.4
|
|
Minimum payment period from the acquisition date (in years)
|
|
4
|
|
5
|
|
3
|
|
1
|
||||||||
Management projections of the payout criteria
|
|
EBITDA
|
|
Volumes
|
|
Volumes
|
|
Volumes
|
|
Contingent Consideration
|
||
Balance at December 31, 2015
|
$
|
30,119
|
|
Acquisitions
(1)
|
15
|
|
|
Increase in contingent consideration valuation
|
5,225
|
|
|
Payments of contingent consideration
|
(3,147
|
)
|
|
Balance at December 31, 2016
|
32,212
|
|
|
Acquisitions
(1) (2)
|
24,021
|
|
|
Increase in contingent consideration valuation
|
7,910
|
|
|
Payments of contingent consideration
|
(2,326
|
)
|
|
Balance at December 31, 2017
|
$
|
61,817
|
|
(1)
|
The liabilities for the Right Away earn-out and the Ferrara Bros. contingent consideration were valued using Monte Carlo simulations which incorporated probability-weighted assumptions related to the achievement of specific milestones mentioned above. The liabilities for the Corbett contingent consideration were valued using the income approach, which incorporated probability-weighted assumptions related to the achievement of specific milestones mentioned above. The liabilities for the Bode earn-out and the DuBrook earn-out were valued using a discounted cash flow technique. Inputs into the models were based upon observable market data where possible. Where observable market data did not exist, we modeled inputs based upon similar observable inputs.
|
(2)
|
Represents the fair value of the contingent consideration associated with acquisitions in 2017 as of their respective acquisition dates.
|
|
|
December 31,
|
||||
|
|
2017
|
|
2016
|
||
Shares authorized
|
|
100,000
|
|
|
100,000
|
|
Shares outstanding at end of period
|
|
16,652
|
|
|
15,696
|
|
Shares held in treasury
|
|
933
|
|
|
888
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Income (loss) before income taxes:
|
|
|
|
|
|
||||||
U.S.
|
$
|
51,037
|
|
|
$
|
32,741
|
|
|
$
|
(4,839
|
)
|
Non-U.S.
|
(12,335
|
)
|
|
(2,012
|
)
|
|
524
|
|
|||
Total income (loss) from continuing operations before income taxes
|
$
|
38,702
|
|
|
$
|
30,729
|
|
|
$
|
(4,315
|
)
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
Tax expense (benefit) at statutory rate
|
$
|
13,546
|
|
|
35.0
|
%
|
|
$
|
10,755
|
|
|
35.0
|
%
|
|
$
|
(1,510
|
)
|
|
35.0
|
%
|
Add (deduct):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rates different from statutory
|
2,289
|
|
|
5.9
|
|
|
621
|
|
|
2.0
|
|
|
(165
|
)
|
|
3.8
|
|
|||
Statutory income tax change
|
(7,574
|
)
|
|
(19.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
State income taxes
|
3,525
|
|
|
9.1
|
|
|
1,429
|
|
|
4.6
|
|
|
(2,322
|
)
|
|
53.8
|
|
|||
Nondeductible items
|
3,071
|
|
|
7.9
|
|
|
496
|
|
|
1.6
|
|
|
511
|
|
|
(11.8
|
)
|
|||
Unrecognized tax benefit relating to Warrants
|
298
|
|
|
0.7
|
|
|
7,534
|
|
|
24.5
|
|
|
21,006
|
|
|
(486.8
|
)
|
|||
Valuation allowance
|
(2,542
|
)
|
|
(6.6
|
)
|
|
852
|
|
|
2.8
|
|
|
(21,057
|
)
|
|
487.9
|
|
|||
Unrecognized tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
390
|
|
|
(9.0
|
)
|
|||
Capital loss carryforward expiration
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,485
|
|
|
(80.8
|
)
|
|||
Depletion
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(47
|
)
|
|
1.1
|
|
|||
Other
|
(177
|
)
|
|
(0.5
|
)
|
|
(536
|
)
|
|
(1.7
|
)
|
|
488
|
|
|
(11.3
|
)
|
|||
Income tax expense on continuing operations
|
$
|
12,436
|
|
|
31.9
|
%
|
|
$
|
21,151
|
|
|
68.8
|
%
|
|
$
|
779
|
|
|
(18.1
|
)%
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Current:
|
|
|
|
|
|
|
||||||
U.S. Federal
|
|
$
|
8,893
|
|
|
$
|
1,987
|
|
|
$
|
10,685
|
|
U.S. State
|
|
7,065
|
|
|
2,352
|
|
|
2,716
|
|
|||
Non-U.S.
|
|
(141
|
)
|
|
26
|
|
|
(43
|
)
|
|||
|
|
15,817
|
|
|
4,365
|
|
|
13,358
|
|
|||
Deferred:
|
|
|
|
|
|
|
|
|
||||
U.S. Federal
|
|
$
|
(621
|
)
|
|
$
|
15,464
|
|
|
$
|
(8,031
|
)
|
U.S. State
|
|
(3,540
|
)
|
|
1,946
|
|
|
(4,611
|
)
|
|||
Non-U.S.
|
|
780
|
|
|
(624
|
)
|
|
63
|
|
|||
|
|
(3,381
|
)
|
|
16,786
|
|
|
(12,579
|
)
|
|||
Income tax expense on continuing operations
|
|
$
|
12,436
|
|
|
$
|
21,151
|
|
|
$
|
779
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Continuing operations
|
$
|
12,436
|
|
|
$
|
21,151
|
|
|
$
|
779
|
|
Discontinued operations
|
(454
|
)
|
|
(435
|
)
|
|
(180
|
)
|
|||
Income tax expense
|
$
|
11,982
|
|
|
$
|
20,716
|
|
|
$
|
599
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Deferred tax assets:
|
|
|
|
|
|
|
||
Goodwill and other intangibles
|
|
$
|
7,022
|
|
|
$
|
5,748
|
|
Inventory
|
|
3,543
|
|
|
4,303
|
|
||
Accrued insurance
|
|
5,284
|
|
|
5,872
|
|
||
Other accrued expenses
|
|
6,595
|
|
|
7,288
|
|
||
Net operating loss carryforwards
|
|
10,951
|
|
|
5,914
|
|
||
Property, plant and equipment, net - Polaris
|
|
11,738
|
|
|
—
|
|
||
Other
|
|
4,355
|
|
|
6,784
|
|
||
Total gross deferred tax assets
|
|
49,488
|
|
|
35,909
|
|
||
Valuation allowance
|
|
(20,745
|
)
|
|
(4,983
|
)
|
||
Net deferred tax assets
|
|
28,743
|
|
|
30,926
|
|
||
Deferred income tax liabilities:
|
|
|
|
|
||||
Property, plant and equipment, net - Non-Polaris
|
|
(32,987
|
)
|
|
(38,544
|
)
|
||
Depletion
|
|
(581
|
)
|
|
(38
|
)
|
||
Total gross deferred tax (liabilities)
|
|
(33,568
|
)
|
|
(38,582
|
)
|
||
Net deferred tax (liability) asset
|
|
$
|
(4,825
|
)
|
|
$
|
(7,656
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Unrecognized tax benefits at January 1
|
|
$
|
43,000
|
|
|
$
|
35,014
|
|
|
$
|
12,098
|
|
Additions for tax positions related to current year
|
|
6,809
|
|
|
7,986
|
|
|
22,916
|
|
|||
Reductions - current year decrease
|
|
(5,423
|
)
|
|
—
|
|
|
—
|
|
|||
Reductions - prior year decrease
|
|
(38,165
|
)
|
|
—
|
|
|
—
|
|
|||
Unrecognized tax benefits at December 31
|
|
$
|
6,221
|
|
|
$
|
43,000
|
|
|
$
|
35,014
|
|
|
|
Number
of Units |
|
Weighted Average
Grant Date Fair Value Per Share |
|||
Unvested restricted stock units outstanding at beginning of period
|
|
17
|
|
|
$
|
46.07
|
|
Granted
|
|
10
|
|
|
76.30
|
|
|
Vested
|
|
(17
|
)
|
|
46.07
|
|
|
Forfeited
|
|
—
|
|
|
—
|
|
|
Unvested restricted stock units outstanding at end of period
|
|
10
|
|
|
$
|
76.30
|
|
|
|
Number
of Shares |
|
Weighted
Average Grant Date Fair Value Per Share |
|||
Unvested restricted stock awards outstanding at beginning of period
|
|
236
|
|
|
$
|
41.51
|
|
Granted
|
|
174
|
|
|
60.24
|
|
|
Vested
|
|
(131
|
)
|
|
37.83
|
|
|
Forfeited
|
|
(31
|
)
|
|
52.89
|
|
|
Unvested restricted stock awards outstanding at end of period
|
|
248
|
|
|
$
|
55.17
|
|
|
|
Year Ended December 31,
|
||||
|
|
2017
|
|
2016
|
|
2015
|
Expected term (years)
|
|
0.60 - 0.90
|
|
0.50 - 0.80
|
|
0.70 - 1.00
|
Expected volatility
|
|
36.9%
|
|
36.9%
|
|
36.7%
|
Risk-free interest rate
|
|
1.69%
|
|
1.09%
|
|
0.93%
|
Vesting price
(1)
|
|
$82.50 - $91.75
|
|
$64.00 - $71.25
|
|
$43.00 - $48.00
|
Weighted average grant date fair value per share
|
|
$44.96 - $51.31
|
|
$36.64 - $41.85
|
|
$21.47 - $24.94
|
(1)
|
The vesting price is the average of the daily volume-weighted average share price of U.S. Concrete's common stock over any period of
20
consecutive trading days within the
three
-year period beginning on the date of grant.
|
|
|
Number
of Shares Underlying Options |
|
Weighted
Average Exercise Price Per Share |
|||
Options outstanding at beginning of year
|
|
25
|
|
|
$
|
17.23
|
|
Granted
|
|
—
|
|
|
—
|
|
|
Exercised
|
|
(6
|
)
|
|
21.11
|
|
|
Forfeited and expired
|
|
—
|
|
|
—
|
|
|
Options outstanding at end of year
|
|
19
|
|
|
$
|
15.96
|
|
Options exercisable at end of year
|
|
19
|
|
|
$
|
15.96
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Range of exercise prices
|
|
Number of Shares Outstanding
|
|
Weighted Average Remaining Contractual Life
|
|
Weighted Average Exercise Price Per Share
|
|
Number of Shares Outstanding
|
|
Weighted Average Exercise Price Per Share
|
||||||
$12.00 - $12.00
|
|
8
|
|
|
2.75
|
|
$
|
12.00
|
|
|
8
|
|
|
$
|
12.00
|
|
$15.00 - $15.00
|
|
7
|
|
|
2.75
|
|
15.00
|
|
7
|
|
|
15.00
|
||||
$22.69 - $22.69
|
|
2
|
|
|
2.75
|
|
22.69
|
|
2
|
|
|
22.69
|
||||
$26.68 - $26.68
|
|
2
|
|
|
2.75
|
|
26.68
|
|
2
|
|
|
26.68
|
||||
$12.00 - $26.68
|
|
19
|
|
|
2.75
|
|
$
|
15.96
|
|
|
19
|
|
|
$
|
15.96
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
(1)
|
||||||
Numerator for basic and diluted earnings per share:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations attributable to U.S. Concrete
|
$
|
26,142
|
|
|
$
|
9,578
|
|
|
$
|
(5,094
|
)
|
Loss from discontinued operations, net of taxes
|
(630
|
)
|
|
(717
|
)
|
|
(320
|
)
|
|||
Net income (loss) attributable to U.S. Concrete
|
$
|
25,512
|
|
|
$
|
8,861
|
|
|
$
|
(5,414
|
)
|
|
|
|
|
|
|
||||||
Denominator for diluted earnings per share:
|
|
|
|
|
|
||||||
Basic weighted average common shares outstanding
|
15,911
|
|
|
15,098
|
|
|
14,080
|
|
|||
Restricted stock and restricted stock units
|
109
|
|
|
84
|
|
|
—
|
|
|||
Warrants
|
606
|
|
|
1,032
|
|
|
—
|
|
|||
Stock options
|
16
|
|
|
12
|
|
|
—
|
|
|||
Diluted weighted average common shares outstanding
|
16,642
|
|
|
16,226
|
|
|
14,080
|
|
(1)
|
We reported a loss from continuing operations for the year ended December 31, 2015, and thus the share count used in the basic and diluted earnings per share calculation is the same.
|
|
Year Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Potentially dilutive shares:
|
|
|
|
|
|
|||
Unvested restricted stock awards and restricted stock units
|
67
|
|
|
36
|
|
|
232
|
|
Stock options
|
—
|
|
|
—
|
|
|
31
|
|
Warrants
|
—
|
|
|
—
|
|
|
2,361
|
|
Total potentially dilutive shares
|
67
|
|
|
36
|
|
|
2,624
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Revenue:
|
|
|
|
|
|
|
||||||
Ready-mixed concrete
|
|
|
|
|
|
|
||||||
Sales to external customers
|
|
$
|
1,213,027
|
|
|
$
|
1,060,991
|
|
|
$
|
876,633
|
|
Aggregate products
|
|
|
|
|
|
|
||||||
Sales to external customers
|
|
49,791
|
|
|
41,665
|
|
|
34,191
|
|
|||
Intersegment sales
|
|
40,874
|
|
|
34,669
|
|
|
26,248
|
|
|||
Total aggregate products
|
|
90,665
|
|
|
76,334
|
|
|
60,439
|
|
|||
Total reportable segment revenue
|
|
1,303,692
|
|
|
1,137,325
|
|
|
937,072
|
|
|||
Other products and eliminations
|
|
32,347
|
|
|
30,835
|
|
|
37,645
|
|
|||
Total revenue
|
|
$
|
1,336,039
|
|
|
$
|
1,168,160
|
|
|
$
|
974,717
|
|
|
|
|
|
|
|
|
||||||
Reportable Segment Adjusted EBITDA:
|
|
|
|
|
|
|
||||||
Ready-mixed concrete
|
|
$
|
185,785
|
|
|
$
|
157,534
|
|
|
$
|
131,940
|
|
Aggregate products
|
|
27,162
|
|
|
21,731
|
|
|
14,996
|
|
|||
Total reportable segment Adjusted EBITDA
|
|
$
|
212,947
|
|
|
$
|
179,265
|
|
|
$
|
146,936
|
|
|
|
|
|
|
|
|
||||||
Reconciliation of Total Reportable Segment Adjusted EBITDA to Income (Loss) From Continuing Operations:
|
|
|
|
|
|
|
||||||
Total reportable segment Adjusted EBITDA
|
|
$
|
212,947
|
|
|
$
|
179,265
|
|
|
$
|
146,936
|
|
Other products and eliminations income from operations
|
|
10,846
|
|
|
9,874
|
|
|
8,704
|
|
|||
Corporate overhead
|
|
(56,264
|
)
|
|
(43,483
|
)
|
|
(39,012
|
)
|
|||
Depreciation, depletion and amortization for reportable segments
|
|
(63,085
|
)
|
|
(50,618
|
)
|
|
(38,767
|
)
|
|||
Impairment of goodwill and other assets
|
|
(6,238
|
)
|
|
—
|
|
|
—
|
|
|||
Hurricane-related losses for reportable segments
|
|
(2,988
|
)
|
|
—
|
|
|
—
|
|
|||
Quarry dredge costs for specific event for reportable segments
|
|
(3,390
|
)
|
|
—
|
|
|
—
|
|
|||
Purchase accounting adjustments for inventory
|
|
(1,287
|
)
|
|
—
|
|
|
—
|
|
|||
Interest expense, net
|
|
(41,957
|
)
|
|
(27,709
|
)
|
|
(21,734
|
)
|
|||
Corporate loss on early extinguishment of debt
|
|
(60
|
)
|
|
(12,003
|
)
|
|
—
|
|
|||
Corporate derivative income (loss)
|
|
(791
|
)
|
|
(19,938
|
)
|
|
(60,016
|
)
|
|||
Change in value of contingent consideration for reportable segments
|
|
(7,910
|
)
|
|
(5,225
|
)
|
|
(932
|
)
|
|||
Corporate, other products and eliminations other income, net
|
|
(1,121
|
)
|
|
566
|
|
|
506
|
|
|||
Income (loss) from continuing operations before income taxes
|
|
38,702
|
|
|
30,729
|
|
|
(4,315
|
)
|
|||
Income tax expense
|
|
12,436
|
|
|
21,151
|
|
|
779
|
|
|||
Income (loss) from continuing operations
|
|
$
|
26,266
|
|
|
$
|
9,578
|
|
|
$
|
(5,094
|
)
|
|
|
|
|
|
|
|
||||||
Capital Expenditures:
|
|
|
|
|
|
|
|
|
||||
Ready-mixed concrete
|
|
$
|
21,671
|
|
|
$
|
25,343
|
|
|
$
|
12,321
|
|
Aggregate products
|
|
18,872
|
|
|
11,238
|
|
|
7,859
|
|
|||
Other products and corporate
|
|
2,184
|
|
|
3,844
|
|
|
4,797
|
|
|||
Total capital expenditures
|
|
$
|
42,727
|
|
|
$
|
40,425
|
|
|
$
|
24,977
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Revenue by Product:
|
|
|
|
|
|
|
|
|
||||
Ready-mixed concrete
|
|
$
|
1,213,027
|
|
|
$
|
1,060,991
|
|
|
$
|
876,633
|
|
Aggregate products
|
|
49,791
|
|
|
41,665
|
|
|
34,191
|
|
|||
Aggregates distribution
|
|
30,578
|
|
|
25,464
|
|
|
25,438
|
|
|||
Building materials
|
|
24,394
|
|
|
19,865
|
|
|
17,533
|
|
|||
Lime
|
|
9,921
|
|
|
11,062
|
|
|
9,250
|
|
|||
Hauling
|
|
5,555
|
|
|
5,395
|
|
|
5,425
|
|
|||
Other
|
|
2,773
|
|
|
3,718
|
|
|
6,247
|
|
|||
Total revenue
|
|
$
|
1,336,039
|
|
|
$
|
1,168,160
|
|
|
$
|
974,717
|
|
|
|
As of December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Identifiable Property, Plant and Equipment Assets:
|
|
|
|
|
|
|
||||||
Ready-mixed concrete
|
|
$
|
266,584
|
|
|
$
|
229,077
|
|
|
$
|
166,837
|
|
Aggregate products
|
|
314,573
|
|
|
87,064
|
|
|
65,937
|
|
|||
Other products and corporate
|
|
55,111
|
|
(1)
|
21,271
|
|
|
15,349
|
|
|||
Total identifiable assets
|
|
$
|
636,268
|
|
|
$
|
337,412
|
|
|
$
|
248,123
|
|
|
Non-Controlling Interest
|
||
Balance - December 31, 2016
|
$
|
—
|
|
Acquisition
|
21,567
|
|
|
Non-controlling interest share of Orca net income
|
124
|
|
|
Balance - December 31, 2017
|
$
|
21,691
|
|
|
|
Year Ending December 31,
|
||
2018
|
|
$
|
19,601
|
|
2019
|
|
15,500
|
|
|
2020
|
|
11,679
|
|
|
2021
|
|
8,903
|
|
|
2022
|
|
6,036
|
|
|
Thereafter
|
|
26,125
|
|
|
Total
|
|
$
|
87,845
|
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
U.S. Concrete Consolidated
|
||||||||||
ASSETS
|
||||||||||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
6,970
|
|
|
$
|
15,611
|
|
|
$
|
—
|
|
|
$
|
22,581
|
|
Trade accounts receivable, net
|
|
—
|
|
|
208,669
|
|
|
5,552
|
|
|
—
|
|
|
214,221
|
|
|||||
Inventories
|
|
—
|
|
|
41,006
|
|
|
7,079
|
|
|
—
|
|
|
48,085
|
|
|||||
Prepaid expenses
|
|
—
|
|
|
4,723
|
|
|
574
|
|
|
—
|
|
|
5,297
|
|
|||||
Other receivables
|
|
16,256
|
|
|
2,644
|
|
|
291
|
|
|
—
|
|
|
19,191
|
|
|||||
Other current assets
|
|
—
|
|
|
2,307
|
|
|
3
|
|
|
—
|
|
|
2,310
|
|
|||||
Intercompany receivables
|
|
14,628
|
|
|
—
|
|
|
—
|
|
|
(14,628
|
)
|
|
—
|
|
|||||
Total current assets
|
|
30,884
|
|
|
266,319
|
|
|
29,110
|
|
|
(14,628
|
)
|
|
311,685
|
|
|||||
Property, plant and equipment, net
|
|
—
|
|
|
416,888
|
|
|
219,380
|
|
|
—
|
|
|
636,268
|
|
|||||
Goodwill
|
|
—
|
|
|
142,221
|
|
|
62,510
|
|
|
—
|
|
|
204,731
|
|
|||||
Intangible assets, net
|
|
—
|
|
|
115,570
|
|
|
2,553
|
|
|
—
|
|
|
118,123
|
|
|||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
674
|
|
|
(674
|
)
|
|
—
|
|
|||||
Investment in subsidiaries
|
|
544,256
|
|
|
—
|
|
|
—
|
|
|
(544,256
|
)
|
|
—
|
|
|||||
Long-term intercompany receivables
|
|
322,193
|
|
|
—
|
|
|
—
|
|
|
(322,193
|
)
|
|
—
|
|
|||||
Other assets
|
|
—
|
|
|
4,384
|
|
|
943
|
|
|
—
|
|
|
5,327
|
|
|||||
Total assets
|
|
$
|
897,333
|
|
|
$
|
945,382
|
|
|
$
|
315,170
|
|
|
$
|
(881,751
|
)
|
|
$
|
1,276,134
|
|
LIABILITIES AND EQUITY
|
||||||||||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
|
$
|
17
|
|
|
$
|
115,465
|
|
|
$
|
1,588
|
|
|
$
|
—
|
|
|
$
|
117,070
|
|
Accrued liabilities
|
|
6,703
|
|
|
53,097
|
|
|
5,620
|
|
|
—
|
|
|
65,420
|
|
|||||
Current maturities of long-term debt
|
|
—
|
|
|
25,284
|
|
|
667
|
|
|
—
|
|
|
25,951
|
|
|||||
Intercompany payables
|
|
—
|
|
|
—
|
|
|
14,628
|
|
|
(14,628
|
)
|
|
—
|
|
|||||
Total current liabilities
|
|
6,720
|
|
|
193,846
|
|
|
22,503
|
|
|
(14,628
|
)
|
|
208,441
|
|
|||||
Long-term debt, net of current maturities
|
|
608,127
|
|
|
58,545
|
|
|
713
|
|
|
—
|
|
|
667,385
|
|
|||||
Other long-term obligations and deferred credits
|
|
2,035
|
|
|
88,743
|
|
|
2,563
|
|
|
—
|
|
|
93,341
|
|
|||||
Deferred income taxes
|
|
—
|
|
|
5,499
|
|
|
—
|
|
|
(674
|
)
|
|
4,825
|
|
|||||
Long-term intercompany payables
|
|
—
|
|
|
195,282
|
|
|
126,911
|
|
|
(322,193
|
)
|
|
—
|
|
|||||
Total liabilities
|
|
616,882
|
|
|
541,915
|
|
|
152,690
|
|
|
(337,495
|
)
|
|
973,992
|
|
|||||
Total shareholders' equity
|
|
280,451
|
|
|
403,467
|
|
|
140,789
|
|
|
(544,256
|
)
|
|
280,451
|
|
|||||
Non-controlling interest
|
|
—
|
|
|
—
|
|
|
21,691
|
|
|
—
|
|
|
21,691
|
|
|||||
Total equity
|
|
280,451
|
|
|
403,467
|
|
|
162,480
|
|
|
(544,256
|
)
|
|
302,142
|
|
|||||
Total liabilities and equity
|
|
$
|
897,333
|
|
|
$
|
945,382
|
|
|
$
|
315,170
|
|
|
$
|
(881,751
|
)
|
|
$
|
1,276,134
|
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
U.S. Concrete Consolidated
|
||||||||||
ASSETS
|
||||||||||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
75,576
|
|
|
$
|
198
|
|
|
$
|
—
|
|
|
$
|
75,774
|
|
Trade accounts receivable, net
|
|
—
|
|
|
206,426
|
|
|
866
|
|
|
—
|
|
|
207,292
|
|
|||||
Inventories
|
|
—
|
|
|
38,856
|
|
|
3,123
|
|
|
—
|
|
|
41,979
|
|
|||||
Prepaid expenses
|
|
—
|
|
|
5,516
|
|
|
18
|
|
|
—
|
|
|
5,534
|
|
|||||
Other receivables
|
|
1,200
|
|
|
7,491
|
|
|
—
|
|
|
—
|
|
|
8,691
|
|
|||||
Other current assets
|
|
39,239
|
|
|
2,004
|
|
|
15
|
|
|
(39,239
|
)
|
|
2,019
|
|
|||||
Total current assets
|
|
40,439
|
|
|
335,869
|
|
|
4,220
|
|
|
(39,239
|
)
|
|
341,289
|
|
|||||
Property, plant and equipment, net
|
|
—
|
|
|
314,332
|
|
|
23,080
|
|
|
—
|
|
|
337,412
|
|
|||||
Goodwill
|
|
—
|
|
|
127,518
|
|
|
5,753
|
|
|
—
|
|
|
133,271
|
|
|||||
Intangible assets, net
|
|
—
|
|
|
127,798
|
|
|
3,175
|
|
|
—
|
|
|
130,973
|
|
|||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
561
|
|
|
(561
|
)
|
|
—
|
|
|||||
Investment in subsidiaries
|
|
368,726
|
|
|
—
|
|
|
—
|
|
|
(368,726
|
)
|
|
—
|
|
|||||
Long-term intercompany receivables
|
|
239,776
|
|
|
—
|
|
|
—
|
|
|
(239,776
|
)
|
|
—
|
|
|||||
Other assets
|
|
—
|
|
|
2,410
|
|
|
47
|
|
|
—
|
|
|
2,457
|
|
|||||
Total assets
|
|
$
|
648,941
|
|
|
$
|
907,927
|
|
|
$
|
36,836
|
|
|
$
|
(648,302
|
)
|
|
$
|
945,402
|
|
LIABILITIES AND EQUITY
|
||||||||||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
|
$
|
458
|
|
|
$
|
108,803
|
|
|
$
|
1,433
|
|
|
$
|
—
|
|
|
$
|
110,694
|
|
Accrued liabilities
|
|
5,365
|
|
|
108,375
|
|
|
2,013
|
|
|
(39,239
|
)
|
|
76,514
|
|
|||||
Current maturities of long-term debt
|
|
—
|
|
|
16,654
|
|
|
—
|
|
|
—
|
|
|
16,654
|
|
|||||
Derivative liabilities
|
|
57,415
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57,415
|
|
|||||
Total current liabilities
|
|
63,238
|
|
|
233,832
|
|
|
3,446
|
|
|
(39,239
|
)
|
|
261,277
|
|
|||||
Long-term debt, net of current maturities
|
|
391,190
|
|
|
41,454
|
|
|
—
|
|
|
—
|
|
|
432,644
|
|
|||||
Other long-term obligations and deferred credits
|
|
5,684
|
|
|
48,342
|
|
|
970
|
|
|
—
|
|
|
54,996
|
|
|||||
Deferred income taxes
|
|
—
|
|
|
8,217
|
|
|
—
|
|
|
(561
|
)
|
|
7,656
|
|
|||||
Long-term intercompany payables
|
|
—
|
|
|
233,319
|
|
|
6,457
|
|
|
(239,776
|
)
|
|
—
|
|
|||||
Total liabilities
|
|
460,112
|
|
|
565,164
|
|
|
10,873
|
|
|
(279,576
|
)
|
|
756,573
|
|
|||||
Total equity
|
|
188,829
|
|
|
342,763
|
|
|
25,963
|
|
|
(368,726
|
)
|
|
188,829
|
|
|||||
Total liabilities and equity
|
|
$
|
648,941
|
|
|
$
|
907,927
|
|
|
$
|
36,836
|
|
|
$
|
(648,302
|
)
|
|
$
|
945,402
|
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
U.S. Concrete Consolidated
|
||||||||||
Revenue
|
|
$
|
—
|
|
|
$
|
1,311,639
|
|
|
$
|
24,400
|
|
|
$
|
—
|
|
|
$
|
1,336,039
|
|
Cost of goods sold before depreciation, depletion and amortization
|
|
—
|
|
|
1,034,340
|
|
|
22,265
|
|
|
—
|
|
|
1,056,605
|
|
|||||
Selling, general and administrative expenses
|
|
—
|
|
|
115,394
|
|
|
3,840
|
|
|
—
|
|
|
119,234
|
|
|||||
Depreciation, depletion and amortization
|
|
—
|
|
|
64,099
|
|
|
3,699
|
|
|
—
|
|
|
67,798
|
|
|||||
Change in value of contingent consideration
|
|
869
|
|
|
7,041
|
|
|
—
|
|
|
—
|
|
|
7,910
|
|
|||||
Impairment of goodwill and other assets
|
|
—
|
|
|
—
|
|
|
6,238
|
|
|
—
|
|
|
6,238
|
|
|||||
Loss (gain) on sale of assets, net
|
|
—
|
|
|
(697
|
)
|
|
3
|
|
|
—
|
|
|
(694
|
)
|
|||||
Operating income (loss)
|
|
(869
|
)
|
|
91,462
|
|
|
(11,645
|
)
|
|
—
|
|
|
78,948
|
|
|||||
Interest expense, net
|
|
39,844
|
|
|
1,533
|
|
|
580
|
|
|
—
|
|
|
41,957
|
|
|||||
Derivative loss
|
|
791
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
791
|
|
|||||
Loss on extinguishment of debt
|
|
60
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60
|
|
|||||
Other expense (income), net
|
|
—
|
|
|
(2,599
|
)
|
|
37
|
|
|
—
|
|
|
(2,562
|
)
|
|||||
Income (loss) from continuing operations before income taxes, equity in earnings of subsidiaries and non-controlling interest
|
|
(41,564
|
)
|
|
92,528
|
|
|
(12,262
|
)
|
|
—
|
|
|
38,702
|
|
|||||
Income tax expense (benefit)
|
|
(16,256
|
)
|
|
28,952
|
|
|
(260
|
)
|
|
—
|
|
|
12,436
|
|
|||||
Net income (loss) from continuing operations before equity in earnings of subsidiaries and non-controlling interest
|
|
(25,308
|
)
|
|
63,576
|
|
|
(12,002
|
)
|
|
—
|
|
|
26,266
|
|
|||||
Loss from discontinued operations, net of taxes and before equity in earnings of subsidiaries
|
|
—
|
|
|
(630
|
)
|
|
—
|
|
|
—
|
|
|
(630
|
)
|
|||||
Net income (loss) before equity in earnings of subsidiaries and non-controlling interest
|
|
(25,308
|
)
|
|
62,946
|
|
|
(12,002
|
)
|
|
—
|
|
|
25,636
|
|
|||||
Equity in earnings of subsidiaries
|
|
50,820
|
|
|
—
|
|
|
—
|
|
|
(50,820
|
)
|
|
—
|
|
|||||
Net income (loss)
|
|
25,512
|
|
|
62,946
|
|
|
(12,002
|
)
|
|
(50,820
|
)
|
|
25,636
|
|
|||||
Less: Net income attributable to non-controlling interest
|
|
—
|
|
|
—
|
|
|
(124
|
)
|
|
—
|
|
|
(124
|
)
|
|||||
Net income (loss) attributable to U.S. Concrete
|
|
$
|
25,512
|
|
|
$
|
62,946
|
|
|
$
|
(12,126
|
)
|
|
$
|
(50,820
|
)
|
|
$
|
25,512
|
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
U.S. Concrete Consolidated
|
||||||||||
Revenue
|
|
$
|
—
|
|
|
$
|
1,147,539
|
|
|
$
|
20,621
|
|
|
$
|
—
|
|
|
$
|
1,168,160
|
|
Cost of goods sold before depreciation, depletion and amortization
|
|
—
|
|
|
904,608
|
|
|
17,730
|
|
|
—
|
|
|
922,338
|
|
|||||
Selling, general and administrative expenses
|
|
—
|
|
|
97,318
|
|
|
2,701
|
|
|
—
|
|
|
100,019
|
|
|||||
Depreciation, depletion and amortization
|
|
—
|
|
|
52,795
|
|
|
2,057
|
|
|
—
|
|
|
54,852
|
|
|||||
Change in value of contingent consideration
|
|
180
|
|
|
5,045
|
|
|
—
|
|
|
—
|
|
|
5,225
|
|
|||||
Gain on sale of assets, net
|
|
—
|
|
|
(1,416
|
)
|
|
—
|
|
|
—
|
|
|
(1,416
|
)
|
|||||
Operating income (loss)
|
|
(180
|
)
|
|
89,189
|
|
|
(1,867
|
)
|
|
—
|
|
|
87,142
|
|
|||||
Interest expense, net
|
|
25,922
|
|
|
1,774
|
|
|
13
|
|
|
—
|
|
|
27,709
|
|
|||||
Derivative loss
|
|
19,938
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,938
|
|
|||||
Loss on extinguishment of debt
|
|
12,003
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,003
|
|
|||||
Other income, net
|
|
—
|
|
|
(3,231
|
)
|
|
(6
|
)
|
|
—
|
|
|
(3,237
|
)
|
|||||
Income (loss) from continuing operations before income taxes and equity in earnings of subsidiaries
|
|
(58,043
|
)
|
|
90,646
|
|
|
(1,874
|
)
|
|
—
|
|
|
30,729
|
|
|||||
Income tax expense (benefit)
|
|
(15,087
|
)
|
|
36,830
|
|
|
(592
|
)
|
|
—
|
|
|
21,151
|
|
|||||
Net income (loss) from continuing operations before equity in earnings of subsidiaries
|
|
(42,956
|
)
|
|
53,816
|
|
|
(1,282
|
)
|
|
—
|
|
|
9,578
|
|
|||||
Loss from discontinued operations, net of taxes and before equity in earnings of subsidiaries
|
|
—
|
|
|
(717
|
)
|
|
—
|
|
|
—
|
|
|
(717
|
)
|
|||||
Net income (loss) before equity in earnings of subsidiaries
|
|
(42,956
|
)
|
|
53,099
|
|
|
(1,282
|
)
|
|
—
|
|
|
8,861
|
|
|||||
Equity in earnings of subsidiaries
|
|
51,817
|
|
|
—
|
|
|
—
|
|
|
(51,817
|
)
|
|
—
|
|
|||||
Net income (loss)
|
|
$
|
8,861
|
|
|
$
|
53,099
|
|
|
$
|
(1,282
|
)
|
|
$
|
(51,817
|
)
|
|
$
|
8,861
|
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
U.S. Concrete Consolidated
|
||||||||||
Revenue
|
|
$
|
—
|
|
|
$
|
970,701
|
|
|
$
|
4,016
|
|
|
$
|
—
|
|
|
$
|
974,717
|
|
Cost of goods sold before depreciation, depletion and amortization
|
|
—
|
|
|
765,314
|
|
|
3,125
|
|
|
—
|
|
|
768,439
|
|
|||||
Selling, general and administrative expenses
|
|
—
|
|
|
86,569
|
|
|
304
|
|
|
—
|
|
|
86,873
|
|
|||||
Depreciation, depletion and amortization
|
|
—
|
|
|
43,545
|
|
|
25
|
|
|
—
|
|
|
43,570
|
|
|||||
Change in value of contingent consideration
|
|
871
|
|
|
61
|
|
|
—
|
|
|
—
|
|
|
932
|
|
|||||
Gain on sale of assets, net
|
|
—
|
|
|
(468
|
)
|
|
—
|
|
|
—
|
|
|
(468
|
)
|
|||||
Operating income (loss)
|
|
(871
|
)
|
|
75,680
|
|
|
562
|
|
|
—
|
|
|
75,371
|
|
|||||
Interest expense, net
|
|
20,452
|
|
|
1,280
|
|
|
2
|
|
|
—
|
|
|
21,734
|
|
|||||
Derivative loss
|
|
60,016
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60,016
|
|
|||||
Other expense (income), net
|
|
—
|
|
|
(2,075
|
)
|
|
11
|
|
|
—
|
|
|
(2,064
|
)
|
|||||
Income (loss) from continuing operations before income taxes and equity in earnings of subsidiaries
|
|
(81,339
|
)
|
|
76,475
|
|
|
549
|
|
|
—
|
|
|
(4,315
|
)
|
|||||
Income tax expense (benefit)
|
|
(7,823
|
)
|
|
8,581
|
|
|
21
|
|
|
—
|
|
|
779
|
|
|||||
Net income (loss) from continuing operations before equity in earnings of subsidiaries
|
|
(73,516
|
)
|
|
67,894
|
|
|
528
|
|
|
—
|
|
|
(5,094
|
)
|
|||||
Loss from discontinued operations, net of taxes and before equity in earnings of subsidiaries
|
|
—
|
|
|
(320
|
)
|
|
—
|
|
|
—
|
|
|
(320
|
)
|
|||||
Net income (loss) before equity in earnings of subsidiaries
|
|
(73,516
|
)
|
|
67,574
|
|
|
528
|
|
|
—
|
|
|
(5,414
|
)
|
|||||
Equity in earnings of subsidiaries
|
|
68,102
|
|
|
—
|
|
|
—
|
|
|
(68,102
|
)
|
|
—
|
|
|||||
Net income (loss)
|
|
$
|
(5,414
|
)
|
|
$
|
67,574
|
|
|
$
|
528
|
|
|
$
|
(68,102
|
)
|
|
$
|
(5,414
|
)
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
U.S. Concrete Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
(30,136
|
)
|
|
$
|
114,508
|
|
|
$
|
(4,853
|
)
|
|
$
|
15,308
|
|
|
$
|
94,827
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant and equipment
|
|
—
|
|
|
(39,962
|
)
|
|
(2,765
|
)
|
|
—
|
|
|
(42,727
|
)
|
|||||
Payments related to acquisitions, net of cash acquired
|
|
(236,049
|
)
|
|
(59,022
|
)
|
|
—
|
|
|
—
|
|
|
(295,071
|
)
|
|||||
Proceeds from sale of property, plant and equipment
|
|
—
|
|
|
2,045
|
|
|
14
|
|
|
—
|
|
|
2,059
|
|
|||||
Proceeds from disposal of acquired businesses
|
|
—
|
|
|
1,445
|
|
|
—
|
|
|
—
|
|
|
1,445
|
|
|||||
Investment in subsidiaries
|
|
(1,820
|
)
|
|
—
|
|
|
—
|
|
|
1,820
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
|
(237,869
|
)
|
|
(95,494
|
)
|
|
(2,751
|
)
|
|
1,820
|
|
|
(334,294
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from revolver borrowings
|
|
54,422
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54,422
|
|
|||||
Repayments of revolver borrowings
|
|
(45,422
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45,422
|
)
|
|||||
Proceeds from issuance of debt
|
|
211,500
|
|
|
|
|
|
|
|
|
211,500
|
|
||||||||
Proceeds from exercise of warrants and stock options
|
|
2,695
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,695
|
|
|||||
Payments of other long-term obligations
|
|
(4,175
|
)
|
|
(4,833
|
)
|
|
—
|
|
|
—
|
|
|
(9,008
|
)
|
|||||
Payments for other financing
|
|
—
|
|
|
(20,219
|
)
|
|
(98
|
)
|
|
—
|
|
|
(20,317
|
)
|
|||||
Debt issuance costs
|
|
(4,493
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,493
|
)
|
|||||
Other treasury share purchases
|
|
(3,075
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,075
|
)
|
|||||
Intercompany funding
|
|
56,553
|
|
|
(62,568
|
)
|
|
23,143
|
|
|
(17,128
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
|
268,005
|
|
|
(87,620
|
)
|
|
23,045
|
|
|
(17,128
|
)
|
|
186,302
|
|
|||||
Effect of exchange rates on cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
—
|
|
|
(28
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
|
—
|
|
|
(68,606
|
)
|
|
15,413
|
|
|
—
|
|
|
(53,193
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
|
—
|
|
|
75,576
|
|
|
198
|
|
|
—
|
|
|
75,774
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
6,970
|
|
|
$
|
15,611
|
|
|
$
|
—
|
|
|
$
|
22,581
|
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
U.S. Concrete Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
(19,798
|
)
|
|
$
|
134,685
|
|
|
$
|
1,024
|
|
|
$
|
—
|
|
|
$
|
115,911
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant and equipment
|
|
—
|
|
|
(37,501
|
)
|
|
(2,924
|
)
|
|
—
|
|
|
(40,425
|
)
|
|||||
Payments related to acquisitions, net of cash acquired
|
|
—
|
|
|
(127,927
|
)
|
|
—
|
|
|
—
|
|
|
(127,927
|
)
|
|||||
Proceeds from sale of property, plant and equipment
|
|
—
|
|
|
2,744
|
|
|
—
|
|
|
—
|
|
|
2,744
|
|
|||||
Proceeds from disposal of acquired business
|
|
—
|
|
|
1,565
|
|
|
—
|
|
|
—
|
|
|
1,565
|
|
|||||
Insurance proceeds from property claim
|
|
—
|
|
|
1,348
|
|
|
—
|
|
|
—
|
|
|
1,348
|
|
|||||
Investment in subsidiaries
|
|
(1,480
|
)
|
|
—
|
|
|
—
|
|
|
1,480
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
|
(1,480
|
)
|
|
(159,771
|
)
|
|
(2,924
|
)
|
|
1,480
|
|
|
(162,695
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from revolver borrowings
|
|
128,904
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
128,904
|
|
|||||
Repayments of revolver borrowings
|
|
(173,904
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(173,904
|
)
|
|||||
Proceeds from debt issuance
|
|
400,000
|
|
|
|
|
|
|
|
|
400,000
|
|
||||||||
Repayments of debt
|
|
(200,000
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(200,000
|
)
|
|||||
Premium paid on early retirement of debt
|
|
(8,500
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,500
|
)
|
|||||
Proceeds from exercise of warrants and stock options
|
|
348
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
348
|
|
|||||
Payments of other long-term obligations
|
|
(657
|
)
|
|
(4,022
|
)
|
|
—
|
|
|
—
|
|
|
(4,679
|
)
|
|||||
Payments for other financing
|
|
160
|
|
|
(13,593
|
)
|
|
—
|
|
|
—
|
|
|
(13,433
|
)
|
|||||
Debt issuance costs
|
|
(7,824
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,824
|
)
|
|||||
Other treasury share purchases
|
|
(2,857
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,857
|
)
|
|||||
Other proceeds
|
|
—
|
|
|
578
|
|
|
—
|
|
|
—
|
|
|
578
|
|
|||||
Intercompany funding
|
|
(114,392
|
)
|
|
113,845
|
|
|
2,027
|
|
|
(1,480
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
|
21,278
|
|
|
96,808
|
|
|
2,027
|
|
|
(1,480
|
)
|
|
118,633
|
|
|||||
Net increase in cash and cash equivalents
|
|
—
|
|
|
71,722
|
|
|
127
|
|
|
—
|
|
|
71,849
|
|
|||||
Cash and cash equivalents at beginning of period
|
|
—
|
|
|
3,854
|
|
|
71
|
|
|
|
|
3,925
|
|
||||||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
75,576
|
|
|
$
|
198
|
|
|
$
|
—
|
|
|
$
|
75,774
|
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
U.S. Concrete Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
(17,619
|
)
|
|
$
|
122,658
|
|
|
$
|
(778
|
)
|
|
$
|
—
|
|
|
$
|
104,261
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant and equipment
|
|
—
|
|
|
(24,977
|
)
|
|
—
|
|
|
—
|
|
|
(24,977
|
)
|
|||||
Payments related to acquisitions, net of cash acquired
|
|
(39,858
|
)
|
|
(89,411
|
)
|
|
(6,078
|
)
|
|
—
|
|
|
(135,347
|
)
|
|||||
Proceeds from sale of property, plant and equipment
|
|
—
|
|
|
1,312
|
|
|
—
|
|
|
—
|
|
|
1,312
|
|
|||||
Proceeds from disposal of acquired businesses
|
|
—
|
|
|
1,177
|
|
|
—
|
|
|
—
|
|
|
1,177
|
|
|||||
Investment in subsidiaries
|
|
(785
|
)
|
|
—
|
|
|
—
|
|
|
785
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
|
(40,643
|
)
|
|
(111,899
|
)
|
|
(6,078
|
)
|
|
785
|
|
|
(157,835
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from revolver borrowings
|
|
206,809
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
206,809
|
|
|||||
Repayments of revolver borrowings
|
|
(161,809
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(161,809
|
)
|
|||||
Repayments of debt
|
|
(117
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(117
|
)
|
|||||
Proceeds from exercise of warrants and stock options
|
|
546
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
546
|
|
|||||
Payments of other long-term obligations
|
|
(1,000
|
)
|
|
(1,298
|
)
|
|
—
|
|
|
—
|
|
|
(2,298
|
)
|
|||||
Payments for other financing
|
|
—
|
|
|
(8,611
|
)
|
|
—
|
|
|
—
|
|
|
(8,611
|
)
|
|||||
Debt issuance costs
|
|
(893
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(893
|
)
|
|||||
Other treasury share purchases
|
|
(6,330
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,330
|
)
|
|||||
Intercompany funding
|
|
21,056
|
|
|
(27,198
|
)
|
|
6,927
|
|
|
(785
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
|
58,262
|
|
|
(37,107
|
)
|
|
6,927
|
|
|
(785
|
)
|
|
27,297
|
|
|||||
Net increase (decrease) in cash and cash equivalents
|
|
—
|
|
|
(26,348
|
)
|
|
71
|
|
|
—
|
|
|
(26,277
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
|
—
|
|
|
30,202
|
|
|
—
|
|
|
|
|
30,202
|
|
||||||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
3,854
|
|
|
$
|
71
|
|
|
$
|
—
|
|
|
$
|
3,925
|
|
|
|
Year Ended December 31, 2017
|
||||||||||||||
|
|
(in thousands, except per share data)
|
||||||||||||||
|
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
||||||||
Revenue - continuing operations
|
|
$
|
299,133
|
|
|
$
|
340,926
|
|
|
$
|
354,628
|
|
|
$
|
341,352
|
|
Gross profit
|
|
$
|
63,374
|
|
|
$
|
77,352
|
|
|
$
|
75,633
|
|
|
$
|
63,075
|
|
Net income (loss)
|
|
$
|
6,880
|
|
|
$
|
(2,349
|
)
|
|
$
|
24,054
|
|
|
$
|
(2,949
|
)
|
Net income (loss) attributable to U.S. Concrete
|
|
$
|
6,880
|
|
|
$
|
(2,349
|
)
|
|
$
|
24,054
|
|
|
$
|
(3,073
|
)
|
Net income (loss) per share attributable to U.S. Concrete-basic
|
|
$
|
0.44
|
|
|
$
|
(0.15
|
)
|
|
$
|
1.50
|
|
|
$
|
(0.19
|
)
|
Net income (loss) per share attributable to U.S. Concrete-diluted
|
|
$
|
0.42
|
|
|
$
|
(0.15
|
)
|
|
$
|
1.45
|
|
|
$
|
(0.19
|
)
|
|
|
Year Ended December 31, 2016
|
||||||||||||||
|
|
(in thousands, except per share data)
|
||||||||||||||
|
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
||||||||
Revenue - continuing operations
|
|
$
|
245,045
|
|
|
$
|
275,750
|
|
|
$
|
328,588
|
|
|
$
|
318,777
|
|
Gross profit
|
|
$
|
46,287
|
|
|
$
|
53,534
|
|
|
$
|
75,111
|
|
|
$
|
70,890
|
|
Net income (loss)
|
|
$
|
(10,027
|
)
|
|
$
|
(3,477
|
)
|
|
$
|
37,956
|
|
|
$
|
(15,591
|
)
|
Net income (loss) per share-basic
|
|
$
|
(0.68
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
2.49
|
|
|
$
|
(1.01
|
)
|
Net income (loss) per share-diluted
|
|
$
|
(0.68
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
2.34
|
|
|
$
|
(1.01
|
)
|
•
|
Harbor Ready-Mix on September 29, 2017;
|
•
|
A-1 Materials, Inc. and L.C. Frey Company, Inc. on September 29, 2017;
|
•
|
Action Supply Co., Inc. on September 29, 2017;
|
•
|
Polaris Materials Corporation on November 17, 2017; and
|
•
|
Three individually immaterial operations acquired during December 2017.
|
•
|
Evaluation and enhancement of the resources in our tax department, which included the hiring of a tax manager experienced in accounting for income taxes under U.S. GAAP and taxation of multinational corporations;
|
•
|
Engagement of third-party tax advisory firms to assist in the preparation and review of the quarterly and annual income tax accounting;
|
•
|
Increased process automation, including the finalization of the initial implementation of the selected document management software, which allowed for its utilization, beginning in the fourth quarter of 2017, to assist in improving the documentation related to management review controls and the overall organization of control related documentation;
|
•
|
Finalization of phase one of the implementation process related to the selected income tax accounting software, which allowed for its utilization in the fourth quarter of 2017 to prepare year-end accounting for income taxes;
|
•
|
Establishment of documentation standards for management review controls; and
|
•
|
Reassessment of the balance between preventative and detective type internal controls, which resulted in an increase in preventative controls, including the development and use of tax item checklists and research tools to assist in compliance with U.S. GAAP regarding complex tax accounting issues, including non-routine transactions.
|
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)
|
|
19
|
|
|
$
|
15.96
|
|
|
608
|
|
(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, Inc. 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 directors. The 2013 Plan enables us to grant stock options, stock appreciation rights, restricted stock awards, restricted stock units, cash-settled equity awards and performance awards. We reserved 2.7 million shares of common stock for issuance in connection with the 2010 and 2013 Plans, and, as of
December 31, 2017
, there were
0.6 million
shares remaining for future issuance.
|
|
|
U.S. CONCRETE, INC.
|
|
|
|
|
|
Date:
|
March 1, 2018
|
By:
|
/s/ William J. Sandbrook
|
|
|
|
William J. Sandbrook
|
|
|
|
President, Chief Executive Officer and Vice Chairman
|
Signature
|
|
Title
|
|
|
|
/s/ William J. Sandbrook
|
|
President, Chief Executive Officer and Vice Chairman
|
William J. Sandbrook
|
|
(Principal Executive Officer)
|
|
|
|
/s/ John E. Kunz
|
|
Senior Vice President and Chief Financial Officer
|
John E. Kunz
|
|
(Principal Financial Officer)
|
|
|
|
/s/ Kevin Kohutek
|
|
Vice President and Chief Accounting Officer
|
Kevin Kohutek
|
|
(Principal Accounting Officer)
|
|
|
|
/s/ Kurt M. Cellar
|
|
Director
|
Kurt M. Cellar
|
|
|
|
|
|
/s/ Eugene I. Davis
|
|
Director
|
Eugene I. Davis
|
|
|
|
|
|
/s/ Michael D. Lundin
|
|
Director
|
Michael D. Lundin
|
|
|
|
|
|
/s/ Robert M. Rayner
|
|
Director
|
Robert M. Rayner
|
|
|
|
|
|
/s/ Theodore P. Rossi
|
|
Director
|
Theodore P. Rossi
|
|
|
|
|
|
/s/ Colin M. Sutherland
|
|
Director
|
Colin M. Sutherland
|
|
|
Exhibit
Number
|
|
Description
|
2.1*
|
|
|
3.1*
|
|
|
3.2*
|
|
|
3.3*
|
|
|
4.1*
|
|
|
4.2*
|
|
|
4.3*
|
|
|
4.4*
|
|
|
10.1*†
|
|
|
10.2*†
|
|
|
10.3*†
|
|
|
10.4*†
|
|
|
10.5*†
|
|
|
10.6*†
|
|
|
10.7*†
|
|
|
10.8*†
|
|
|
10.9*†
|
|
|
10.10*†
|
|
|
10.11*†
|
|
|
10.12*†
|
|
|
10.13*†
|
|
|
10.14*
|
|
10.15*
|
|
|
10.16*+
|
|
|
10.17*†
|
|
|
10.18*
|
|
|
10.19*†
|
|
|
10.20*†
|
|
|
10.21*†
|
|
|
10.22*†
|
|
|
10.23*
|
|
|
10.24*
|
|
|
10.25*†
|
|
|
10.26*†
|
|
|
10.27*†
|
|
|
10.28*†
|
|
|
10.29*†
|
|
|
10.30†
|
|
|
10.31†
|
|
|
10.32†
|
|
|
12.1
|
|
|
16.1*
|
|
|
21.1
|
|
|
23.1
|
|
|
23.2
|
|
|
31.1
|
|
|
31.2
|
|
32.1
|
|
|
32.2
|
|
|
95.1
|
|
|
101.INS
|
|
—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
|
|
Year Ended December 31,
|
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Pretax income (loss) from continuing operations
|
$
|
38.7
|
|
|
$
|
30.7
|
|
|
$
|
(4.3
|
)
|
|
$
|
23.7
|
|
|
$
|
(17.1
|
)
|
|
Add:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges
|
51.1
|
|
|
35.1
|
|
|
27.5
|
|
|
24.4
|
|
|
15.0
|
|
|
|||||
Earnings adjusted for fixed charges
|
89.8
|
|
|
65.8
|
|
|
23.2
|
|
|
48.1
|
|
|
(2.1
|
)
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expensed and capitalized
|
$
|
41.9
|
|
|
$
|
25.3
|
|
|
$
|
19.5
|
|
|
$
|
18.3
|
|
|
$
|
8.6
|
|
|
Amortization of discount and capitalized expenses related to indebtedness
|
1.1
|
|
|
2.4
|
|
|
2.2
|
|
|
2.1
|
|
|
2.7
|
|
|
|||||
Estimate of interest within rental expense
(2)
|
8.1
|
|
|
7.4
|
|
|
5.8
|
|
|
4.0
|
|
|
3.7
|
|
|
|||||
Total Fixed Charges
|
$
|
51.1
|
|
|
$
|
35.1
|
|
|
$
|
27.5
|
|
|
$
|
24.4
|
|
|
$
|
15.0
|
|
|
Ratio of Earnings to Fixed Charges
|
1.8
|
|
|
1.9
|
|
|
—
|
|
(3)
|
2.0
|
|
|
—
|
|
(3)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(1) Our statement of computation of ratio of earnings to fixed charges should be read in conjunction with our consolidated financial statements and our notes to consolidated financial statements for matters that affect the comparability of the information presented above.
|
||||||||||||||||||||
|
|
|||||||||||||||||||
(2) One-third of rent expense was deemed to be representative of interest.
|
|
|||||||||||||||||||
|
|
|||||||||||||||||||
(3) Our earnings were insufficient to cover fixed charges by $4.3 million in 2015 and $17.1 million in 2013.
|
|
Entity Name
|
Ownership Type
|
Primary Jurisdiction
|
|
|
|
1045016 B.C. Ltd.
|
Indirect
|
British Columbia
|
160 East 22nd Terminal, LLC
|
Indirect
|
New Jersey
|
Aggregate & Concrete Testing, LLC
|
Indirect
|
New York
|
Alberta Investments, Inc.
|
Direct
|
Texas
|
Alliance Haulers, Inc.
|
Direct
|
Texas
|
American Concrete Products, Inc.
|
Indirect
|
California
|
Atlas Redi-Mix, LLC
|
Indirect
|
Texas
|
Atlas-Tuck Concrete, Inc.
|
Direct
|
Oklahoma
|
Beall Concrete Enterprises, LLC
|
Indirect
|
Texas
|
Beall Industries, Inc.
|
Direct
|
Texas
|
Beall Investment Corporation, Inc.
|
Indirect
|
Delaware
|
Beall Management, Inc.
|
Indirect
|
Texas
|
Bode Concrete LLC
|
Indirect
|
California
|
Bode Gravel Co.
|
Indirect
|
California
|
Breckenridge Ready Mix, Inc.
|
Indirect
|
Texas
|
Central Concrete Supply Co., Inc.
|
Direct
|
California
|
Central Precast Concrete, Inc.
|
Direct
|
California
|
Colonial Concrete, Co.
|
Indirect
|
New Jersey
|
Concrete XXXIV Acquisition, Inc.
|
Direct
|
Delaware
|
Concrete XXXV Acquisition, Inc.
|
Direct
|
Delaware
|
Concrete XXXVI Acquisition, Inc.
|
Direct
|
Delaware
|
Custom-Crete Redi-Mix, LLC
|
Indirect
|
Texas
|
Custom-Crete, LLC
|
Indirect
|
Texas
|
Eagle Rock Aggregates, Inc.
|
Indirect
|
Delaware
|
Eagle Rock Materials Ltd.
|
Indirect
|
British Columbia
|
Eastern Concrete Materials, Inc.
|
Indirect
|
New Jersey
|
Ferrara Bros., LLC
|
Indirect
|
Delaware
|
Ferrara West LLC
|
Indirect
|
New Jersey
|
Hamburg Quarry Limited Liability Company
|
Indirect
|
New Jersey
|
Heavy Materials, LLC
|
Indirect
|
U.S. Virgin Islands
|
Ingram Concrete, LLC
|
Indirect
|
Texas
|
Kurtz Gravel Company
|
Direct
|
Michigan
|
Local Concrete Supply & Equipment, LLC
|
Indirect
|
Delaware
|
Master Mix Concrete, LLC
|
Indirect
|
New Jersey
|
Master Mix, LLC
|
Indirect
|
Delaware
|
MG, LLC
|
Indirect
|
Maryland
|
New York Sand & Stone, LLC
|
Indirect
|
New York
|
NorCal Materials, Inc.
|
Direct
|
California
|
NYC Concrete Materials, LLC
|
Indirect
|
Delaware
|
Orca Sand & Gravel Limited Partnership
|
Indirect
|
British Columbia
|
Orca Sand & Gravel Ltd.
|
Indirect
|
British Columbia
|
Outrigger, LLC
|
Direct
|
Delaware
|
Pebble Lane Associates, LLC
|
Indirect
|
Delaware
|
Polaris Aggregates Inc.
|
Direct
|
Delaware
|
Polaris Materials Corporation (formerly 1134771 B.C. LTD.)
|
Direct
|
British Columbia
|
Premco Organization, Inc.
|
Indirect
|
New Jersey
|
Quality Rock Holdings LTD.
|
Indirect
|
British Columbia
|
Quality Sand & Gravel Ltd.
|
Indirect
|
British Columbia
|
Redi-Mix Concrete, L.P.
|
Indirect
|
Texas
|
Redi-Mix GP, LLC
|
Indirect
|
Texas
|
Redi-Mix, LLC
|
Indirect
|
Texas
|
Right Away Redy Mix Incorporated
|
Direct
|
California
|
Rock Transport, Inc.
|
Direct
|
California
|
San Diego Precast Concrete, Inc.
|
Direct
|
Delaware
|
Sierra Precast, Inc.
|
Direct
|
California
|
Smith Pre-Cast, Inc.
|
Direct
|
Delaware
|
Spartan Products, LLC
|
Indirect
|
U.S. Virgin Islands
|
Superior Concrete Materials, Inc.
|
Indirect
|
District of Columbia
|
Titan Concrete Industries, Inc.
|
Direct
|
Delaware
|
U.S. Concrete On-Site, Inc.
|
Indirect
|
Delaware
|
U.S. Concrete Texas Holdings, Inc.
|
Indirect
|
Delaware
|
USC Atlantic, Inc.
|
Direct
|
Delaware
|
USC Management Co., LLC
|
Direct
|
Delaware
|
USC Payroll, Inc.
|
Direct
|
Delaware
|
USC Technologies, Inc.
|
Direct
|
Delaware
|
USC-Elm, LLC
|
Indirect
|
Delaware
|
USC-Jenna, LLC
|
Indirect
|
Delaware
|
USC-Kings, LLC
|
Indirect
|
Delaware
|
USC-Nicolia, LLC
|
Indirect
|
Delaware
|
USC-NYCON, LLC
|
Indirect
|
Delaware
|
Valente Equipment Leasing Corp.
|
Indirect
|
New York
|
WMC IP, Inc.
|
Direct
|
New Jersey
|
WMC OP, LLC
|
Indirect
|
New Jersey
|
Yardarm, LLC
|
Direct
|
Delaware
|
1)
|
Registration Statement Form S-8 (File No. 333-188621) pertaining to the U.S. Concrete, Inc. Long Term Incentive Plan; and
|
2)
|
Registration Statement Form S-8 (File No. 333-187989) pertaining to the U.S. Concrete, Inc. Deferred Compensation Plan
|
Date:
|
March 1, 2018
|
By:
|
/s/ William J. Sandbrook
|
|
|
|
William J. Sandbrook
|
|
|
|
President, Chief Executive Officer and Vice Chairman
|
|
|
|
(Principal Executive Officer)
|
Date:
|
March 1, 2018
|
By:
|
/s/ John E. Kunz
|
|
|
|
John E. Kunz
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
Date:
|
March 1, 2018
|
By:
|
/s/ William J. Sandbrook
|
|
|
|
William J. Sandbrook
|
|
|
|
President, Chief Executive Officer and Vice Chairman
|
|
|
|
(Principal Executive Officer)
|
Date:
|
March 1, 2018
|
By:
|
/s/ John E. Kunz
|
|
|
|
John E. Kunz
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
|
(H)
|
|||||||||
|
(A)
|
(B)
|
(C)
|
(D)
|
(E)
|
(F)
|
(G)
|
Pending
|
|||||||||
|
Section
|
Section
|
Section
|
Section
|
Section
|
Proposed
|
|
Legal
|
|||||||||
Mine Name/ID
|
104 S&S
|
104(b)
|
104(d)
|
110(b)(2)
|
107(a)
|
Assessments
|
Fatalities
|
Action
|
|||||||||
|
|
|
|
|
|
|
|
|
|||||||||
Robert Lee Quarry / 4102617 (Mine Closed)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cox Bend Quarry / 4102977
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Bronte Quarry / 4104210
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Waurika Quarry / 3400362
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Vernon Quarry / 3401820
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Red River Quarry / 3401945
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Chatfield Plant / 4104209
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
189
|
|
—
|
|
1
|
|
|
|
|
|
|
|
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|
|
|||||||||
Hamburg Quarry / 2800011
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
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|
|
|
|
|
|
|
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|
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|
|||||||||
Glen Gardner Quarry / 2800009
|
4
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
29,153
|
|
—
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cedar Bridge Quarry / 2800717
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|
|
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|||||||||
Wantage Quarry / 2801035
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
116
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Springfield Quarry / 5500002
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
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|
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Brookman Quarry / 5500008
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
19,899
|
|
—
|
|
2
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Quinton Twp Pit / 2801014
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(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.
|