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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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 No.
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Part I – Financial Information
|
|
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Item 1.
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Financial Statements (Unaudited)
|
|
|
||
|
||
|
||
|
||
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Item 2.
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Item 3.
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Item 4.
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||
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Part II – Other Information
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Item 1.
|
||
Item 1A.
|
||
Item 2.
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||
Item 4.
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||
Item 6.
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||
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June 30, 2018
|
|
December 31, 2017
|
||||
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(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
21,511
|
|
|
$
|
22,581
|
|
Trade accounts receivable, net of allowances of $5,399 as of June 30, 2018 and $5,785 as of December 31, 2017
|
247,634
|
|
|
214,221
|
|
||
Inventories
|
48,784
|
|
|
48,085
|
|
||
Prepaid expenses
|
8,281
|
|
|
5,297
|
|
||
Other receivables
|
12,197
|
|
|
19,191
|
|
||
Other current assets
|
7,282
|
|
|
2,310
|
|
||
Total current assets
|
345,689
|
|
|
311,685
|
|
||
Property, plant and equipment, net of accumulated depreciation, depletion and amortization of $205,249 as of June 30, 2018 and $178,168 as of December 31, 2017
|
674,192
|
|
|
636,268
|
|
||
Goodwill
|
217,316
|
|
|
204,731
|
|
||
Intangible assets, net
|
122,187
|
|
|
118,123
|
|
||
Other assets
|
7,191
|
|
|
5,327
|
|
||
Total assets
|
$
|
1,366,575
|
|
|
$
|
1,276,134
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
130,279
|
|
|
$
|
117,070
|
|
Accrued liabilities
|
85,928
|
|
|
65,420
|
|
||
Current maturities of long-term debt
|
28,753
|
|
|
25,951
|
|
||
Total current liabilities
|
244,960
|
|
|
208,441
|
|
||
Long-term debt, net of current maturities
|
721,801
|
|
|
667,385
|
|
||
Other long-term obligations and deferred credits
|
78,523
|
|
|
93,341
|
|
||
Deferred income taxes
|
3,493
|
|
|
4,825
|
|
||
Total liabilities
|
1,048,777
|
|
|
973,992
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
|
|
||
Equity:
|
|
|
|
|
|
||
Preferred stock
|
—
|
|
|
—
|
|
||
Common stock
|
18
|
|
|
18
|
|
||
Additional paid-in capital
|
324,243
|
|
|
319,016
|
|
||
Accumulated deficit
|
(1,377
|
)
|
|
(13,784
|
)
|
||
Treasury stock, at cost
|
(26,668
|
)
|
|
(24,799
|
)
|
||
Total shareholders' equity
|
296,216
|
|
|
280,451
|
|
||
Non-controlling interest
|
21,582
|
|
|
21,691
|
|
||
Total equity
|
317,798
|
|
|
302,142
|
|
||
Total liabilities and equity
|
$
|
1,366,575
|
|
|
$
|
1,276,134
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenue
|
$
|
404,200
|
|
|
$
|
340,926
|
|
|
$
|
731,987
|
|
|
$
|
640,059
|
|
Cost of goods sold before depreciation, depletion and amortization
|
320,238
|
|
|
263,574
|
|
|
587,470
|
|
|
499,333
|
|
||||
Selling, general and administrative expenses
|
31,875
|
|
|
30,200
|
|
|
64,151
|
|
|
56,017
|
|
||||
Depreciation, depletion and amortization
|
22,142
|
|
|
16,350
|
|
|
42,717
|
|
|
32,209
|
|
||||
Change in value of contingent consideration
|
(1,626
|
)
|
|
720
|
|
|
(1,258
|
)
|
|
1,328
|
|
||||
Impairment of assets
|
1,299
|
|
|
—
|
|
|
1,299
|
|
|
—
|
|
||||
Gain on sale of assets, net
|
(371
|
)
|
|
(198
|
)
|
|
(561
|
)
|
|
(390
|
)
|
||||
Operating income
|
30,643
|
|
|
30,280
|
|
|
38,169
|
|
|
51,562
|
|
||||
Interest expense, net
|
11,514
|
|
|
10,368
|
|
|
22,823
|
|
|
20,510
|
|
||||
Derivative loss
|
—
|
|
|
15,766
|
|
|
—
|
|
|
13,910
|
|
||||
Other income, net
|
(1,441
|
)
|
|
(596
|
)
|
|
(3,060
|
)
|
|
(1,304
|
)
|
||||
Income from continuing operations before income taxes
|
20,570
|
|
|
4,742
|
|
|
18,406
|
|
|
18,446
|
|
||||
Income tax expense
|
4,292
|
|
|
6,911
|
|
|
5,944
|
|
|
13,613
|
|
||||
Income (loss) from continuing operations
|
16,278
|
|
|
(2,169
|
)
|
|
12,462
|
|
|
4,833
|
|
||||
Loss from discontinued operations, net of taxes
|
—
|
|
|
(180
|
)
|
|
—
|
|
|
(302
|
)
|
||||
Net income (loss)
|
16,278
|
|
|
(2,349
|
)
|
|
12,462
|
|
|
4,531
|
|
||||
Less: Net income attributable to non-controlling interest
|
(13
|
)
|
|
—
|
|
|
(55
|
)
|
|
—
|
|
||||
Net income (loss) attributable to U.S. Concrete
|
$
|
16,265
|
|
|
$
|
(2,349
|
)
|
|
$
|
12,407
|
|
|
$
|
4,531
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic income (loss) per share attributable to U.S. Concrete:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) from continuing operations
|
$
|
0.99
|
|
|
$
|
(0.14
|
)
|
|
$
|
0.75
|
|
|
$
|
0.31
|
|
Loss from discontinued operations, net of taxes
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
|
(0.02
|
)
|
||||
Net income (loss) per share attributable to U.S. Concrete - basic
|
$
|
0.99
|
|
|
$
|
(0.15
|
)
|
|
$
|
0.75
|
|
|
$
|
0.29
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted income (loss) per share attributable to U.S. Concrete:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income (loss) from continuing operations
|
$
|
0.99
|
|
|
$
|
(0.14
|
)
|
|
$
|
0.75
|
|
|
$
|
0.29
|
|
Loss from discontinued operations, net of taxes
|
—
|
|
|
(0.01
|
)
|
|
—
|
|
|
(0.02
|
)
|
||||
Net income (loss) per share attributable to U.S. Concrete - diluted
|
$
|
0.99
|
|
|
$
|
(0.15
|
)
|
|
$
|
0.75
|
|
|
$
|
0.27
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
16,477
|
|
|
15,703
|
|
|
16,450
|
|
|
15,601
|
|
||||
Diluted
|
16,506
|
|
|
15,703
|
|
|
16,518
|
|
|
16,531
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to U.S. Concrete:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations attributable to U.S. Concrete
|
$
|
16,265
|
|
|
$
|
(2,169
|
)
|
|
$
|
12,407
|
|
|
$
|
4,833
|
|
Loss from discontinued operations, net of taxes
|
—
|
|
|
(180
|
)
|
|
—
|
|
|
(302
|
)
|
||||
Total net income (loss) attributable to U.S. Concrete
|
$
|
16,265
|
|
|
$
|
(2,349
|
)
|
|
$
|
12,407
|
|
|
$
|
4,531
|
|
|
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, 2017
|
16,652
|
|
|
$
|
18
|
|
|
$
|
319,016
|
|
|
$
|
(13,784
|
)
|
|
$
|
(24,799
|
)
|
|
$
|
280,451
|
|
|
$
|
21,691
|
|
|
$
|
302,142
|
|
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
5,149
|
|
|
—
|
|
|
—
|
|
|
5,149
|
|
|
—
|
|
|
5,149
|
|
|||||||
Restricted stock vesting
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Restricted stock grants, net of cancellations
|
180
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Stock options exercised
|
6
|
|
|
—
|
|
|
78
|
|
|
—
|
|
|
—
|
|
|
78
|
|
|
—
|
|
|
78
|
|
|||||||
Other treasury share purchases
|
(28
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,869
|
)
|
|
(1,869
|
)
|
|
—
|
|
|
(1,869
|
)
|
|||||||
Measurement period adjustments for prior year business combinations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(125
|
)
|
|
(125
|
)
|
|||||||
Payments to non-controlling interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
(39
|
)
|
|
(39
|
)
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
12,407
|
|
|
—
|
|
|
12,407
|
|
|
55
|
|
|
12,462
|
|
|||||||
BALANCE, June 30, 2018
|
16,816
|
|
|
$
|
18
|
|
|
$
|
324,243
|
|
|
$
|
(1,377
|
)
|
|
$
|
(26,668
|
)
|
|
$
|
296,216
|
|
|
$
|
21,582
|
|
|
$
|
317,798
|
|
|
Six Months Ended
June 30, |
||||||
|
2018
|
|
2017
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net income
|
$
|
12,462
|
|
|
$
|
4,531
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation, depletion and amortization
|
42,717
|
|
|
32,209
|
|
||
Amortization of debt issuance costs
|
909
|
|
|
1,041
|
|
||
Amortization of discount on long-term incentive plan and other accrued interest
|
285
|
|
|
374
|
|
||
Amortization of premium on long-term debt
|
(775
|
)
|
|
(775
|
)
|
||
Derivative loss
|
—
|
|
|
13,910
|
|
||
Change in value of contingent consideration
|
(1,258
|
)
|
|
1,328
|
|
||
Net gain on disposal of assets
|
(561
|
)
|
|
(390
|
)
|
||
Impairment of assets
|
1,299
|
|
|
—
|
|
||
Deferred income taxes
|
(177
|
)
|
|
4,816
|
|
||
Provision for doubtful accounts and customer disputes
|
2,007
|
|
|
1,896
|
|
||
Stock-based compensation
|
5,149
|
|
|
4,253
|
|
||
Unrealized foreign exchange gain
|
(67
|
)
|
|
—
|
|
||
Changes in assets and liabilities, excluding effects of acquisitions:
|
|
|
|
|
|
||
Accounts receivable
|
(35,523
|
)
|
|
(12,856
|
)
|
||
Inventories
|
(25
|
)
|
|
(1,942
|
)
|
||
Prepaid expenses and other current assets
|
2,434
|
|
|
98
|
|
||
Other assets and liabilities
|
(1,276
|
)
|
|
(22
|
)
|
||
Accounts payable and accrued liabilities
|
20,260
|
|
|
4,684
|
|
||
Net cash provided by operating activities
|
47,860
|
|
|
53,155
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Purchases of property, plant and equipment
|
(20,837
|
)
|
|
(18,692
|
)
|
||
Payments for acquisitions, net of cash acquired
|
(61,111
|
)
|
|
(32,836
|
)
|
||
Proceeds from disposals of property, plant and equipment
|
1,085
|
|
|
841
|
|
||
Proceeds from disposal of businesses
|
158
|
|
|
873
|
|
||
Insurance proceeds from property loss claims
|
2,134
|
|
|
—
|
|
||
Net cash used in investing activities
|
(78,571
|
)
|
|
(49,814
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||
Proceeds from revolver borrowings
|
228,613
|
|
|
—
|
|
||
Repayments of revolver borrowings
|
(177,213
|
)
|
|
—
|
|
||
Proceeds from issuance of debt
|
—
|
|
|
211,500
|
|
||
Proceeds from exercise of stock options and warrants
|
78
|
|
|
494
|
|
||
Payments of other long-term obligations
|
(3,540
|
)
|
|
(4,536
|
)
|
||
Payments for other financing
|
(13,709
|
)
|
|
(8,778
|
)
|
||
Debt issuance costs
|
—
|
|
|
(3,231
|
)
|
||
Other treasury share purchases
|
(1,869
|
)
|
|
(2,825
|
)
|
||
Payments to non-controlling interest
|
(249
|
)
|
|
—
|
|
||
Other proceeds
|
464
|
|
|
—
|
|
||
Net cash provided by financing activities
|
32,575
|
|
|
192,624
|
|
||
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS
|
(98
|
)
|
|
—
|
|
||
NET INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH
|
1,766
|
|
|
195,965
|
|
||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
22,581
|
|
|
75,774
|
|
||
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD
|
$
|
24,347
|
|
|
$
|
271,739
|
|
|
Six Months Ended
June 30, |
||||||
|
2018
|
|
2017
|
||||
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
|
|
||
Cash paid for interest
|
$
|
22,667
|
|
|
$
|
20,155
|
|
Cash paid for income taxes
|
$
|
2,678
|
|
|
$
|
12,302
|
|
|
|
|
|
||||
Supplemental Disclosure of Non-cash Investing and Financing Activities:
|
|
|
|
||||
Capital expenditures funded by capital leases and promissory notes
|
$
|
20,046
|
|
|
$
|
24,393
|
|
Acquisitions funded by contingent consideration
|
$
|
893
|
|
|
$
|
—
|
|
1.
|
BASIS OF PRESENTATION
|
2.
|
RECENT ACCOUNTING PRONOUNCEMENTS AND SIGNIFICANT ACCOUNTING POLICIES
|
4.
|
BUSINESS COMBINATIONS
|
•
|
On Time Ready Mix, Inc. ("
On Time
") located in Flushing, New York on
January 10, 2018
;
|
•
|
Cutrell Trucking, LLC., Dumas Concrete, LLC., Pampa Concrete Co., Inc., Panhandle Concrete, LLC., Texas Sand & Gravel Co., Inc. (collectively "
Golden Spread
") located in Amarillo, Texas on
March 2, 2018
; and
|
•
|
One
individually immaterial ready-mixed concrete operation in our Atlantic Region on March 5, 2018.
|
|
2018 Acquisitions
|
||
Inventory
|
$
|
674
|
|
Other current assets
|
77
|
|
|
Property, plant and equipment
|
30,235
|
|
|
Definite-lived intangible assets
|
15,450
|
|
|
Total assets acquired
|
46,436
|
|
|
Total liabilities assumed
|
153
|
|
|
Goodwill
|
14,556
|
|
|
Total consideration (fair value)
(1)
|
$
|
60,839
|
|
•
|
Corbett Aggregate Companies, LLC. ("
Corbett
") located in Quinton, New Jersey on
April 7, 2017
;
|
•
|
Harbor Ready-Mix ("
Harbor
") located in Redwood City, California on
September 29, 2017
;
|
•
|
A-1 Materials, Inc. ("
A-1
”) and L.C. Frey Company, Inc. ("Frey") (collectively “A-1/Frey”) located in San Carlos, California on
September 29, 2017
;
|
•
|
Action Supply Co., Inc. ("
Action Supply
") located in Philadelphia, Pennsylvania on
September 29, 2017
;
|
•
|
Polaris Materials Corporation ("
Polaris
") located in British Columbia, Canada on
November 17, 2017
; and
|
•
|
Three
individually immaterial acquisitions in
December 2017
consisting of
two
ready-mixed concrete operations and a software company.
|
|
Polaris
|
|
2017 Acquisitions (Excluding Polaris)
|
||||
Cash
|
$
|
20,678
|
|
|
$
|
—
|
|
Accounts receivable
(1)
|
4,561
|
|
|
1,110
|
|
||
Inventory
|
6,022
|
|
|
695
|
|
||
Other current assets
|
1,522
|
|
|
48
|
|
||
Property, plant and equipment
|
199,316
|
|
|
63,221
|
|
||
Other long-term assets
|
896
|
|
|
—
|
|
||
Definite-lived intangible assets
|
—
|
|
|
8,331
|
|
||
Total assets acquired
|
232,995
|
|
|
73,405
|
|
||
Current liabilities
(2)
|
26,465
|
|
|
1,081
|
|
||
Other long-term liabilities
|
2,999
|
|
|
62
|
|
||
Total liabilities assumed
|
29,464
|
|
|
1,143
|
|
||
Non-controlling interest
|
21,442
|
|
|
—
|
|
||
Goodwill
|
60,679
|
|
|
12,837
|
|
||
Total consideration (fair value)
(3)
|
$
|
242,768
|
|
|
$
|
85,099
|
|
(1)
|
Except for Polaris, the aggregate fair value of the 2017 acquisitions' acquired accounts receivable approximated the aggregate gross contractual amount. The fair value of Polaris's acquired accounts receivable was
$4.6 million
, which represented an aggregate gross contractual amount of
$4.9 million
, less estimated amounts not expected to be collected.
|
(2)
|
Current liabilities for Polaris included
$14.2 million
payable to the Company, which was eliminated in consolidation.
|
(3)
|
Included
$29.5 million
of deferred and contingent consideration for acquisitions other than Polaris.
|
|
Weighted Average Amortization Period (In Years)
|
|
Fair Value At Acquisition Date
|
||
Customer relationships
|
6.86
|
|
$
|
21,171
|
|
Non-compete agreements
|
5.00
|
|
2,226
|
|
|
Favorable contract
|
3.67
|
|
384
|
|
|
Total
|
|
|
$
|
23,781
|
|
|
Year Ending December 31,
|
||
2018 (remainder of the year)
|
$
|
1,946
|
|
2019
|
3,892
|
|
|
2020
|
3,875
|
|
|
2021
|
3,690
|
|
|
2022
|
3,735
|
|
|
Thereafter
|
4,965
|
|
|
Total
|
$
|
22,103
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenue from continuing operations
|
$
|
404,200
|
|
|
$
|
378,692
|
|
|
$
|
746,725
|
|
|
$
|
720,709
|
|
Net income (loss) attributable to U.S. Concrete
|
$
|
16,440
|
|
|
$
|
(2,117
|
)
|
|
$
|
13,794
|
|
|
$
|
5,232
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share attributable to U.S. Concrete - basic
|
$
|
1.00
|
|
|
$
|
(0.13
|
)
|
|
$
|
0.84
|
|
|
$
|
0.34
|
|
Net income (loss) per share attributable to U.S. Concrete - diluted
|
$
|
1.00
|
|
|
$
|
(0.13
|
)
|
|
$
|
0.84
|
|
|
$
|
0.32
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Increase in intangible amortization expense
|
$
|
—
|
|
|
$
|
(902
|
)
|
|
$
|
(523
|
)
|
|
$
|
(1,804
|
)
|
Increase in depreciation expense
|
—
|
|
|
(3,325
|
)
|
|
—
|
|
|
(4,500
|
)
|
||||
Exclusion of buyer transaction costs
|
159
|
|
|
413
|
|
|
851
|
|
|
644
|
|
||||
Exclusion of seller transaction costs
|
—
|
|
|
—
|
|
|
—
|
|
|
3,224
|
|
||||
Increase in expenses related to conversions from IFRS
(1)
to U.S. GAAP
|
—
|
|
|
(44
|
)
|
|
—
|
|
|
(113
|
)
|
||||
Decrease (increase) in income tax expense
|
16
|
|
|
(923
|
)
|
|
(474
|
)
|
|
(1,416
|
)
|
||||
Increase in non-controlling loss
|
—
|
|
|
(143
|
)
|
|
—
|
|
|
(280
|
)
|
(1)
|
IFRS is defined as International Financial Reporting Standards as issued by the International Accounting Standards Board.
|
5.
|
INVENTORIES
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
Raw materials
|
$
|
44,288
|
|
|
$
|
44,238
|
|
Building materials for resale
|
2,998
|
|
|
2,192
|
|
||
Other
|
1,498
|
|
|
1,655
|
|
||
Total inventories
|
$
|
48,784
|
|
|
$
|
48,085
|
|
|
|
Ready-Mixed Concrete Segment
|
|
Aggregate Products Segment
|
|
Other Non-Reportable Segments
|
|
Total
|
||||||||
Goodwill, gross at December 31, 2017
|
|
$
|
139,834
|
|
|
$
|
57,438
|
|
|
$
|
13,212
|
|
|
$
|
210,484
|
|
2018 acquisitions
(1)
|
|
13,697
|
|
|
—
|
|
|
859
|
|
|
14,556
|
|
||||
Measurement period adjustments for prior year business combinations
(2)
|
|
(340
|
)
|
|
6,911
|
|
|
(8,542
|
)
|
|
(1,971
|
)
|
||||
Goodwill, gross at June 30, 2018
|
|
153,191
|
|
|
64,349
|
|
|
5,529
|
|
|
223,069
|
|
||||
Accumulated impairment at December 31, 2017 and June 30, 2018
|
|
(4,414
|
)
|
|
(1,339
|
)
|
|
—
|
|
|
(5,753
|
)
|
||||
Goodwill, net at June 30, 2018
|
|
$
|
148,777
|
|
|
$
|
63,010
|
|
|
$
|
5,529
|
|
|
$
|
217,316
|
|
(1)
|
During the three months ended
June 30, 2018
, we recorded measurement period adjustments for the 2018 acquisitions of
$2.3 million
related to additional definite-lived intangible assets.
|
(2)
|
The measurement period adjustments for the 2017 acquisitions recorded during 2018 primarily included
$2.7 million
of additional property, plant, and equipment,
$0.3 million
of additional definite-lived intangible assets offset by
$0.7 million
of lower working capital items and other various changes. The measurement period adjustments for the 2017 acquisitions also included a
$9.6 million
reclassification of goodwill between the aggregate products segment and other non-reportable segments. We re-characterized the results of our Polaris distribution operations, which include shipping and terminal operations, to the aggregate products segment from other non-reportable segments. This change was made to better reflect how the Polaris business is viewed and operated by management and more closely aligns our reporting with how we manage and report our other aggregate products operations.
|
|
|
As of June 30, 2018
|
||||||||||||
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Weighted Average Remaining Life (In Years)
|
||||||
Definite-lived intangible assets
|
|
|
|
|
|
|
|
|
||||||
Customer relationships
|
|
$
|
103,464
|
|
|
$
|
(35,030
|
)
|
|
$
|
68,434
|
|
|
5.08
|
Trade names
|
|
44,456
|
|
|
(9,655
|
)
|
|
34,801
|
|
|
19.73
|
|||
Non-competes
|
|
19,101
|
|
|
(10,314
|
)
|
|
8,787
|
|
|
3.06
|
|||
Leasehold interests
|
|
12,480
|
|
|
(4,220
|
)
|
|
8,260
|
|
|
6.28
|
|||
Favorable contracts
|
|
4,034
|
|
|
(3,607
|
)
|
|
427
|
|
|
1.50
|
|||
Total definite-lived intangible assets
|
|
183,535
|
|
|
(62,826
|
)
|
|
120,709
|
|
|
9.23
|
|||
Indefinite-lived intangible assets
|
|
|
|
|
|
|
|
|
||||||
Land rights
(1)
|
|
1,478
|
|
|
—
|
|
|
1,478
|
|
|
|
|||
Total purchased intangible assets
|
|
$
|
185,013
|
|
|
$
|
(62,826
|
)
|
|
$
|
122,187
|
|
|
|
(1)
|
Land rights acquired in a prior year acquisition will be reclassified to property, plant, and equipment upon the division of certain shared properties and settlement of the associated deferred payment.
|
|
|
As of December 31, 2017
|
||||||||||||
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Weighted Average Remaining Life (In Years)
|
||||||
Definite-lived intangible assets
|
|
|
|
|
|
|
|
|
||||||
Customer relationships
|
|
$
|
89,933
|
|
|
$
|
(28,092
|
)
|
|
$
|
61,841
|
|
|
5.47
|
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
|
|
|
|
(1)
|
Land rights acquired in a prior year acquisition will be reclassified to property, plant, and equipment upon the division of certain shared properties and settlement of the associated deferred payment.
|
|
Year Ending December 31,
|
||
2018 (remainder of the year)
|
$
|
11,802
|
|
2019
|
22,193
|
|
|
2020
|
19,985
|
|
|
2021
|
18,376
|
|
|
2022
|
12,727
|
|
|
Thereafter
|
35,626
|
|
|
Total
|
$
|
120,709
|
|
7.
|
DEBT
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
6.375% senior unsecured notes due 2024 and unamortized premium
(1)
|
$
|
609,174
|
|
|
$
|
609,949
|
|
Senior secured credit facility
|
60,400
|
|
|
9,000
|
|
||
Capital leases
|
62,632
|
|
|
53,324
|
|
||
Other financing
|
28,914
|
|
|
31,886
|
|
||
Debt issuance costs
|
(10,566
|
)
|
|
(10,823
|
)
|
||
Total debt
|
750,554
|
|
|
693,336
|
|
||
Less: current maturities
|
(28,753
|
)
|
|
(25,951
|
)
|
||
Long-term debt, net of current maturities
|
$
|
721,801
|
|
|
$
|
667,385
|
|
(1)
|
The effective interest rates for these notes were
6.56%
for both
June 30, 2018
and
December 31, 2017
.
|
8.
|
FAIR VALUE DISCLOSURES
|
|
June 30, 2018
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Contingent consideration, including current portion
(1)
|
$
|
59,371
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
59,371
|
|
|
$
|
59,371
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
59,371
|
|
|
December 31, 2017
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Contingent consideration, including current portion
(1)
|
$
|
61,817
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
61,817
|
|
|
$
|
61,817
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
61,817
|
|
(1)
|
The current portion of contingent consideration is included in accrued liabilities in our condensed consolidated balance sheets. The long-term portion of contingent consideration is included in other long-term obligations and deferred credits in our condensed consolidated balance sheets.
|
|
|
As of June 30, 2018
|
||||||||||
Valuation Inputs
|
|
Monte Carlo Simulation
|
|
Income Approach
|
|
Discounted Cash Flow Technique
|
||||||
Fair value (in millions)
|
|
$
|
33.4
|
|
|
$
|
24.7
|
|
|
$
|
1.3
|
|
Discount rate
|
|
10.50% - 11.50%
|
|
|
3.70% - 5.00%
|
|
|
6.03% - 15.75%
|
|
|||
Payment cap (in millions)
|
|
$
|
37.3
|
|
|
$
|
27.0
|
|
|
$
|
1.4
|
|
Expected payment period remaining (in years)
|
|
2-4
|
|
1-5
|
|
1-5
|
||||||
Management projections of the payout criteria
|
|
EBITDA/Volumes
|
|
Permitted reserves/Volumes
|
|
Volumes
|
|
|
As of December 31, 2017
|
||||||||||
Valuation Inputs
|
|
Monte Carlo Simulation
|
|
Income Approach
|
|
Discounted Cash Flow Technique
|
||||||
Fair value (in millions)
|
|
$
|
37.1
|
|
|
$
|
23.6
|
|
|
$
|
1.1
|
|
Discount rate
|
|
9.75% - 11.75%
|
|
|
3.70% - 5.00%
|
|
|
6.03% - 15.75%
|
|
|||
Payment cap (in millions)
|
|
$
|
39.3
|
|
|
$
|
26.0
|
|
|
$
|
1.4
|
|
Expected payment period remaining (in years)
|
|
2-4
|
|
1-5
|
|
1-5
|
||||||
Management projections of the payout criteria
|
|
EBITDA/Volumes
|
|
Permitted reserves/Volumes
|
|
Volumes
|
|
Contingent Consideration
|
||
Balance at December 31, 2017
|
$
|
61,817
|
|
Acquisitions
(1)
|
893
|
|
|
Change in contingent consideration valuation
|
(1,258
|
)
|
|
Payments of contingent consideration
|
(2,081
|
)
|
|
Balance at June 30, 2018
|
$
|
59,371
|
|
(1)
|
Represents the fair value of the contingent consideration associated with the On Time acquisition as of the acquisition date.
|
9.
|
INCOME TAXES
|
10.
|
NET EARNINGS (LOSS) PER SHARE
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2018
|
|
2017
(1)
|
|
2018
|
|
2017
|
||||||||
Numerator for basic and diluted earnings per share:
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations attributable to U.S. Concrete
|
$
|
16,265
|
|
|
$
|
(2,169
|
)
|
|
$
|
12,407
|
|
|
$
|
4,833
|
|
Loss from discontinued operations, net of taxes
|
—
|
|
|
(180
|
)
|
|
—
|
|
|
(302
|
)
|
||||
Net income (loss) attributable to U.S. Concrete
|
$
|
16,265
|
|
|
$
|
(2,349
|
)
|
|
$
|
12,407
|
|
|
$
|
4,531
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator for diluted earnings per share:
|
|
|
|
|
|
|
|
||||||||
Basic weighted average common shares outstanding
|
16,477
|
|
|
15,703
|
|
|
16,450
|
|
|
15,601
|
|
||||
Restricted stock and restricted stock units
|
18
|
|
|
—
|
|
|
56
|
|
|
123
|
|
||||
Warrants
|
—
|
|
|
—
|
|
|
—
|
|
|
791
|
|
||||
Stock options
|
11
|
|
|
—
|
|
|
12
|
|
|
16
|
|
||||
Diluted weighted average common shares outstanding
|
16,506
|
|
|
15,703
|
|
|
16,518
|
|
|
16,531
|
|
(1)
|
We reported a loss from continuing operations attributable to U.S. Concrete for the three months ended June 30, 2017; therefore, the share count used in the basic and diluted earnings per share calculation was the same.
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Potentially dilutive shares:
|
|
|
|
|
|
|
|
||||
Unvested restricted stock awards and restricted stock units
|
171
|
|
|
275
|
|
|
141
|
|
|
131
|
|
Stock options
|
—
|
|
|
19
|
|
|
—
|
|
|
—
|
|
Warrants
|
—
|
|
|
1,127
|
|
|
—
|
|
|
—
|
|
Total potentially dilutive shares
|
171
|
|
|
1,421
|
|
|
141
|
|
|
131
|
|
11.
|
RESTRICTED CASH
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
Cash and cash equivalents
|
$
|
21,511
|
|
|
$
|
22,581
|
|
Restricted cash included in other current assets
|
2,836
|
|
|
—
|
|
||
Total cash and cash equivalents and restricted cash
|
$
|
24,347
|
|
|
$
|
22,581
|
|
12.
|
ASSETS AND LIABILITIES HELD FOR SALE
|
13.
|
COMMITMENTS AND CONTINGENCIES
|
14.
|
SEGMENT INFORMATION
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||||
Ready-mixed concrete
|
|
|
|
|
|
|
|
|
||||||||
Sales to external customers
|
|
$
|
350,027
|
|
|
$
|
310,122
|
|
|
$
|
639,267
|
|
|
$
|
585,578
|
|
Aggregate products
|
|
|
|
|
|
|
|
|
||||||||
Sales to external customers
|
|
35,065
|
|
|
12,036
|
|
|
59,791
|
|
|
21,333
|
|
||||
Intersegment sales
|
|
13,449
|
|
|
10,730
|
|
|
22,884
|
|
|
19,257
|
|
||||
Total aggregate products
|
|
48,514
|
|
|
22,766
|
|
|
82,675
|
|
|
40,590
|
|
||||
Total reportable segment revenue
|
|
398,541
|
|
|
332,888
|
|
|
721,942
|
|
|
626,168
|
|
||||
Other products and eliminations
|
|
5,659
|
|
|
8,038
|
|
|
10,045
|
|
|
13,891
|
|
||||
Total revenue
|
|
$
|
404,200
|
|
|
$
|
340,926
|
|
|
$
|
731,987
|
|
|
$
|
640,059
|
|
|
|
|
|
|
|
|
|
|
||||||||
Reportable Segment Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
||||||||
Ready-mixed concrete
|
|
$
|
51,795
|
|
|
$
|
49,646
|
|
|
$
|
92,762
|
|
|
$
|
91,150
|
|
Aggregate products
|
|
12,237
|
|
|
8,674
|
|
|
16,913
|
|
|
12,671
|
|
||||
Total reportable segment Adjusted EBITDA
|
|
$
|
64,032
|
|
|
$
|
58,320
|
|
|
$
|
109,675
|
|
|
$
|
103,821
|
|
|
|
|
|
|
|
|
|
|
||||||||
Reconciliation of Total Reportable Segment Adjusted EBITDA to Income (Loss) From Continuing Operations:
|
|
|
|
|
|
|
|
|
|
|
||||||
Total reportable segment Adjusted EBITDA
|
|
$
|
64,032
|
|
|
$
|
58,320
|
|
|
$
|
109,675
|
|
|
$
|
103,821
|
|
Other products and eliminations from operations
|
|
3,333
|
|
|
3,166
|
|
|
4,478
|
|
|
6,023
|
|
||||
Corporate overhead
|
|
(14,622
|
)
|
|
(14,714
|
)
|
|
(30,092
|
)
|
|
(25,706
|
)
|
||||
Depreciation, depletion and amortization for reportable segments
|
|
(20,877
|
)
|
|
(15,292
|
)
|
|
(40,036
|
)
|
|
(30,145
|
)
|
||||
Acquisition-related costs
|
|
—
|
|
|
—
|
|
|
(1,017
|
)
|
|
—
|
|
||||
Impairment of assets
|
|
(1,299
|
)
|
|
—
|
|
|
(1,299
|
)
|
|
—
|
|
||||
Hurricane-related losses for reportable segments
|
|
492
|
|
|
—
|
|
|
185
|
|
|
—
|
|
||||
Quarry dredge costs for specific event for reportable segment
|
|
(365
|
)
|
|
—
|
|
|
(556
|
)
|
|
—
|
|
||||
Purchase accounting adjustments for inventory
|
|
—
|
|
|
—
|
|
|
(706
|
)
|
|
—
|
|
||||
Interest expense, net
|
|
(11,514
|
)
|
|
(10,368
|
)
|
|
(22,823
|
)
|
|
(20,510
|
)
|
||||
Corporate derivative loss
|
|
—
|
|
|
(15,766
|
)
|
|
—
|
|
|
(13,910
|
)
|
||||
Change in value of contingent consideration for reportable segments
|
|
1,626
|
|
|
(720
|
)
|
|
1,258
|
|
|
(1,328
|
)
|
||||
Corporate, other products and eliminations other income, net
|
|
(236
|
)
|
|
116
|
|
|
(661
|
)
|
|
201
|
|
||||
Income from continuing operations before income taxes
|
|
20,570
|
|
|
4,742
|
|
|
18,406
|
|
|
18,446
|
|
||||
Income tax expense
|
|
(4,292
|
)
|
|
(6,911
|
)
|
|
(5,944
|
)
|
|
(13,613
|
)
|
||||
Income (loss) from continuing operations
|
|
$
|
16,278
|
|
|
$
|
(2,169
|
)
|
|
$
|
12,462
|
|
|
$
|
4,833
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Capital Expenditures:
|
|
|
|
|
|
|
|
|
||||||||
Ready-mixed concrete
|
|
$
|
6,948
|
|
|
$
|
6,216
|
|
|
$
|
13,466
|
|
|
$
|
12,323
|
|
Aggregate products
|
|
5,258
|
|
|
1,409
|
|
|
6,086
|
|
|
5,677
|
|
||||
Other products and corporate
|
|
256
|
|
|
349
|
|
|
1,285
|
|
|
692
|
|
||||
Total capital expenditures
|
|
$
|
12,462
|
|
|
$
|
7,974
|
|
|
$
|
20,837
|
|
|
$
|
18,692
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenue by Product:
|
|
|
|
|
|
|
|
|
||||||||
Ready-mixed concrete
|
|
$
|
350,027
|
|
|
$
|
310,122
|
|
|
$
|
639,267
|
|
|
$
|
585,578
|
|
Aggregate products
|
|
35,065
|
|
|
12,036
|
|
|
59,791
|
|
|
21,333
|
|
||||
Aggregates distribution
|
|
6,249
|
|
|
7,500
|
|
|
10,370
|
|
|
12,953
|
|
||||
Building materials
|
|
7,269
|
|
|
6,674
|
|
|
13,130
|
|
|
10,744
|
|
||||
Lime
|
|
3,219
|
|
|
2,445
|
|
|
5,511
|
|
|
5,140
|
|
||||
Hauling
|
|
1,593
|
|
|
1,260
|
|
|
2,705
|
|
|
2,601
|
|
||||
Other
|
|
778
|
|
|
889
|
|
|
1,213
|
|
|
1,710
|
|
||||
Total revenue
|
|
$
|
404,200
|
|
|
$
|
340,926
|
|
|
$
|
731,987
|
|
|
$
|
640,059
|
|
|
|
As of June 30, 2018
|
|
As of
December 31, 2017
|
|||||
Identifiable Property, Plant and Equipment Assets:
|
|
|
|
|
|
||||
Ready-mixed concrete
|
|
$
|
292,897
|
|
|
$
|
266,584
|
|
|
Aggregate products
|
|
352,145
|
|
|
342,090
|
|
(1)
|
||
Other products and corporate
|
|
29,150
|
|
|
27,594
|
|
(1)
|
||
Total identifiable assets
|
|
$
|
674,192
|
|
|
$
|
636,268
|
|
|
15.
|
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
U.S. Concrete Consolidated
|
||||||||||
ASSETS
|
||||||||||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
12,713
|
|
|
$
|
8,798
|
|
|
$
|
—
|
|
|
$
|
21,511
|
|
Trade accounts receivable, net
|
|
—
|
|
|
239,109
|
|
|
8,525
|
|
|
—
|
|
|
247,634
|
|
|||||
Inventories
|
|
—
|
|
|
41,496
|
|
|
7,288
|
|
|
—
|
|
|
48,784
|
|
|||||
Prepaid expenses
|
|
—
|
|
|
7,974
|
|
|
307
|
|
|
—
|
|
|
8,281
|
|
|||||
Other receivables
|
|
5,776
|
|
|
6,366
|
|
|
55
|
|
|
—
|
|
|
12,197
|
|
|||||
Other current assets
|
|
—
|
|
|
4,437
|
|
|
2,845
|
|
|
—
|
|
|
7,282
|
|
|||||
Intercompany receivables
|
|
14,394
|
|
|
—
|
|
|
—
|
|
|
(14,394
|
)
|
|
—
|
|
|||||
Total current assets
|
|
20,170
|
|
|
312,095
|
|
|
27,818
|
|
|
(14,394
|
)
|
|
345,689
|
|
|||||
Property, plant and equipment, net
|
|
—
|
|
|
457,426
|
|
|
216,766
|
|
|
—
|
|
|
674,192
|
|
|||||
Goodwill
|
|
—
|
|
|
156,637
|
|
|
60,679
|
|
|
—
|
|
|
217,316
|
|
|||||
Intangible assets, net
|
|
—
|
|
|
119,945
|
|
|
2,242
|
|
|
—
|
|
|
122,187
|
|
|||||
Deferred income taxes
|
|
—
|
|
|
—
|
|
|
677
|
|
|
(677
|
)
|
|
—
|
|
|||||
Investment in subsidiaries
|
|
571,615
|
|
|
—
|
|
|
—
|
|
|
(571,615
|
)
|
|
—
|
|
|||||
Long-term intercompany receivables
|
|
369,555
|
|
|
—
|
|
|
—
|
|
|
(369,555
|
)
|
|
—
|
|
|||||
Other assets
|
|
—
|
|
|
6,243
|
|
|
948
|
|
|
—
|
|
|
7,191
|
|
|||||
Total assets
|
|
$
|
961,340
|
|
|
$
|
1,052,346
|
|
|
$
|
309,130
|
|
|
$
|
(956,241
|
)
|
|
$
|
1,366,575
|
|
LIABILITIES AND EQUITY
|
||||||||||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
|
$
|
652
|
|
|
$
|
127,887
|
|
|
$
|
1,740
|
|
|
$
|
—
|
|
|
$
|
130,279
|
|
Accrued liabilities
|
|
4,589
|
|
|
73,719
|
|
|
7,620
|
|
|
—
|
|
|
85,928
|
|
|||||
Current maturities of long-term debt
|
|
—
|
|
|
28,169
|
|
|
584
|
|
|
—
|
|
|
28,753
|
|
|||||
Intercompany payables
|
|
—
|
|
|
—
|
|
|
14,394
|
|
|
(14,394
|
)
|
|
—
|
|
|||||
Total current liabilities
|
|
5,241
|
|
|
229,775
|
|
|
24,338
|
|
|
(14,394
|
)
|
|
244,960
|
|
|||||
Long-term debt, net of current maturities
|
|
659,008
|
|
|
62,303
|
|
|
490
|
|
|
—
|
|
|
721,801
|
|
|||||
Other long-term obligations and deferred credits
|
|
875
|
|
|
74,763
|
|
|
2,885
|
|
|
—
|
|
|
78,523
|
|
|||||
Deferred income taxes
|
|
—
|
|
|
4,170
|
|
|
—
|
|
|
(677
|
)
|
|
3,493
|
|
|||||
Long-term intercompany payables
|
|
—
|
|
|
249,217
|
|
|
120,338
|
|
|
(369,555
|
)
|
|
—
|
|
|||||
Total liabilities
|
|
665,124
|
|
|
620,228
|
|
|
148,051
|
|
|
(384,626
|
)
|
|
1,048,777
|
|
|||||
Total shareholders' equity
|
|
296,216
|
|
|
432,118
|
|
|
139,497
|
|
|
(571,615
|
)
|
|
296,216
|
|
|||||
Non-controlling interest
|
|
—
|
|
|
—
|
|
|
21,582
|
|
|
—
|
|
|
21,582
|
|
|||||
Total equity
|
|
296,216
|
|
|
432,118
|
|
|
161,079
|
|
|
(571,615
|
)
|
|
317,798
|
|
|||||
Total liabilities and equity
|
|
$
|
961,340
|
|
|
$
|
1,052,346
|
|
|
$
|
309,130
|
|
|
$
|
(956,241
|
)
|
|
$
|
1,366,575
|
|
|
|
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
|
||||||||||
Revenue
|
|
$
|
—
|
|
|
$
|
375,316
|
|
|
$
|
28,884
|
|
|
$
|
—
|
|
|
$
|
404,200
|
|
Cost of goods sold before depreciation, depletion and amortization
|
|
—
|
|
|
298,667
|
|
|
21,571
|
|
|
—
|
|
|
320,238
|
|
|||||
Selling, general and administrative expenses
|
|
—
|
|
|
30,494
|
|
|
1,381
|
|
|
—
|
|
|
31,875
|
|
|||||
Depreciation, depletion and amortization
|
|
—
|
|
|
18,491
|
|
|
3,651
|
|
|
—
|
|
|
22,142
|
|
|||||
Change in value of contingent consideration
|
|
46
|
|
|
(1,672
|
)
|
|
—
|
|
|
—
|
|
|
(1,626
|
)
|
|||||
Impairment of assets
|
|
—
|
|
|
1,299
|
|
|
—
|
|
|
—
|
|
|
1,299
|
|
|||||
Loss (gain) on sale of assets, net
|
|
—
|
|
|
(385
|
)
|
|
14
|
|
|
—
|
|
|
(371
|
)
|
|||||
Operating income (loss)
|
|
(46
|
)
|
|
28,422
|
|
|
2,267
|
|
|
—
|
|
|
30,643
|
|
|||||
Interest expense, net
|
|
10,058
|
|
|
910
|
|
|
546
|
|
|
—
|
|
|
11,514
|
|
|||||
Other expense (income), net
|
|
811
|
|
|
(1,531
|
)
|
|
(721
|
)
|
|
—
|
|
|
(1,441
|
)
|
|||||
Income (loss) before income taxes, equity in earnings of subsidiaries and non-controlling interest
|
|
(10,915
|
)
|
|
29,043
|
|
|
2,442
|
|
|
—
|
|
|
20,570
|
|
|||||
Income tax expense (benefit)
|
|
(3,093
|
)
|
|
7,335
|
|
|
50
|
|
|
—
|
|
|
4,292
|
|
|||||
Net income (loss) before equity in earnings of subsidiaries and non-controlling interest
|
|
(7,822
|
)
|
|
21,708
|
|
|
2,392
|
|
|
—
|
|
|
16,278
|
|
|||||
Equity in earnings of subsidiaries
|
|
24,087
|
|
|
—
|
|
|
—
|
|
|
(24,087
|
)
|
|
—
|
|
|||||
Net income (loss)
|
|
16,265
|
|
|
21,708
|
|
|
2,392
|
|
|
(24,087
|
)
|
|
16,278
|
|
|||||
Less: Net income attributable to non-controlling interest
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
|
(13
|
)
|
|||||
Net income (loss) attributable to U.S. Concrete
|
|
$
|
16,265
|
|
|
$
|
21,708
|
|
|
$
|
2,379
|
|
|
$
|
(24,087
|
)
|
|
$
|
16,265
|
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
U.S. Concrete Consolidated
|
||||||||||
Revenue
|
|
$
|
—
|
|
|
$
|
335,468
|
|
|
$
|
5,458
|
|
|
$
|
—
|
|
|
$
|
340,926
|
|
Cost of goods sold before depreciation, depletion and amortization
|
|
—
|
|
|
259,733
|
|
|
3,841
|
|
|
—
|
|
|
263,574
|
|
|||||
Selling, general and administrative expenses
|
|
—
|
|
|
29,457
|
|
|
743
|
|
|
—
|
|
|
30,200
|
|
|||||
Depreciation, depletion and amortization
|
|
—
|
|
|
15,561
|
|
|
789
|
|
|
—
|
|
|
16,350
|
|
|||||
Change in value of contingent consideration
|
|
139
|
|
|
581
|
|
|
—
|
|
|
—
|
|
|
720
|
|
|||||
Gain on sale of assets, net
|
|
—
|
|
|
(198
|
)
|
|
—
|
|
|
—
|
|
|
(198
|
)
|
|||||
Operating income (loss)
|
|
(139
|
)
|
|
30,334
|
|
|
85
|
|
|
—
|
|
|
30,280
|
|
|||||
Interest expense, net
|
|
9,989
|
|
|
379
|
|
|
—
|
|
|
—
|
|
|
10,368
|
|
|||||
Derivative loss
|
|
15,766
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,766
|
|
|||||
Other expense (income), net
|
|
—
|
|
|
(622
|
)
|
|
26
|
|
|
—
|
|
|
(596
|
)
|
|||||
Income (loss) from continuing operations, before income taxes and equity in earnings of subsidiaries
|
|
(25,894
|
)
|
|
30,577
|
|
|
59
|
|
|
—
|
|
|
4,742
|
|
|||||
Income tax expense (benefit)
|
|
(3,702
|
)
|
|
10,610
|
|
|
3
|
|
|
—
|
|
|
6,911
|
|
|||||
Net income (loss) from continuing operations before equity in earnings of subsidiaries
|
|
(22,192
|
)
|
|
19,967
|
|
|
56
|
|
|
—
|
|
|
(2,169
|
)
|
|||||
Loss from discontinued operations, net of taxes and before equity in earnings of subsidiaries
|
|
—
|
|
|
(180
|
)
|
|
—
|
|
|
—
|
|
|
(180
|
)
|
|||||
Net income (loss) before equity in earnings of subsidiaries
|
|
(22,192
|
)
|
|
19,787
|
|
|
56
|
|
|
—
|
|
|
(2,349
|
)
|
|||||
Equity in earnings of subsidiaries
|
|
19,843
|
|
|
—
|
|
|
—
|
|
|
(19,843
|
)
|
|
—
|
|
|||||
Net income (loss)
|
|
$
|
(2,349
|
)
|
|
$
|
19,787
|
|
|
$
|
56
|
|
|
$
|
(19,843
|
)
|
|
$
|
(2,349
|
)
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
U.S. Concrete Consolidated
|
||||||||||
Revenue
|
|
$
|
—
|
|
|
$
|
684,145
|
|
|
$
|
47,842
|
|
|
$
|
—
|
|
|
$
|
731,987
|
|
Cost of goods sold before depreciation, depletion and amortization
|
|
—
|
|
|
549,283
|
|
|
38,187
|
|
|
—
|
|
|
587,470
|
|
|||||
Selling, general and administrative expenses
|
|
—
|
|
|
60,096
|
|
|
4,055
|
|
|
—
|
|
|
64,151
|
|
|||||
Depreciation, depletion and amortization
|
|
—
|
|
|
35,776
|
|
|
6,941
|
|
|
—
|
|
|
42,717
|
|
|||||
Change in value of contingent consideration
|
|
89
|
|
|
(1,347
|
)
|
|
—
|
|
|
—
|
|
|
(1,258
|
)
|
|||||
Impairment of assets
|
|
—
|
|
|
1,299
|
|
|
—
|
|
|
—
|
|
|
1,299
|
|
|||||
Loss (gain) on sale of assets, net
|
|
—
|
|
|
(575
|
)
|
|
14
|
|
|
—
|
|
|
(561
|
)
|
|||||
Operating income (loss)
|
|
(89
|
)
|
|
39,613
|
|
|
(1,355
|
)
|
|
—
|
|
|
38,169
|
|
|||||
Interest expense, net
|
|
19,827
|
|
|
1,801
|
|
|
1,195
|
|
|
—
|
|
|
22,823
|
|
|||||
Other expense (income), net
|
|
811
|
|
|
(2,535
|
)
|
|
(1,336
|
)
|
|
—
|
|
|
(3,060
|
)
|
|||||
Income (loss) before income taxes, equity in earnings of subsidiaries and non-controlling interest
|
|
(20,727
|
)
|
|
40,347
|
|
|
(1,214
|
)
|
|
—
|
|
|
18,406
|
|
|||||
Income tax expense (benefit)
|
|
(5,776
|
)
|
|
11,699
|
|
|
21
|
|
|
—
|
|
|
5,944
|
|
|||||
Net income (loss) before equity in earnings of subsidiaries and non-controlling interest
|
|
(14,951
|
)
|
|
28,648
|
|
|
(1,235
|
)
|
|
—
|
|
|
12,462
|
|
|||||
Equity in earnings of subsidiaries
|
|
27,358
|
|
|
—
|
|
|
—
|
|
|
(27,358
|
)
|
|
—
|
|
|||||
Net income (loss)
|
|
12,407
|
|
|
28,648
|
|
|
(1,235
|
)
|
|
(27,358
|
)
|
|
12,462
|
|
|||||
Less: Net income attributable to non-controlling interest
|
|
—
|
|
|
—
|
|
|
(55
|
)
|
|
—
|
|
|
(55
|
)
|
|||||
Net income (loss) attributable to U.S. Concrete
|
|
$
|
12,407
|
|
|
$
|
28,648
|
|
|
$
|
(1,290
|
)
|
|
$
|
(27,358
|
)
|
|
$
|
12,407
|
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
U.S. Concrete Consolidated
|
||||||||||
Revenue
|
|
$
|
—
|
|
|
$
|
629,491
|
|
|
$
|
10,568
|
|
|
$
|
—
|
|
|
$
|
640,059
|
|
Cost of goods sold before depreciation, depletion and amortization
|
|
—
|
|
|
491,024
|
|
|
8,309
|
|
|
—
|
|
|
499,333
|
|
|||||
Selling, general and administrative expenses
|
|
—
|
|
|
54,655
|
|
|
1,362
|
|
|
—
|
|
|
56,017
|
|
|||||
Depreciation, depletion and amortization
|
|
—
|
|
|
30,929
|
|
|
1,280
|
|
|
—
|
|
|
32,209
|
|
|||||
Change in value of contingent consideration
|
|
280
|
|
|
1,048
|
|
|
—
|
|
|
—
|
|
|
1,328
|
|
|||||
Loss (gain) on sale of assets, net
|
|
—
|
|
|
(392
|
)
|
|
2
|
|
|
—
|
|
|
(390
|
)
|
|||||
Operating income (loss)
|
|
(280
|
)
|
|
52,227
|
|
|
(385
|
)
|
|
—
|
|
|
51,562
|
|
|||||
Interest expense, net
|
|
19,688
|
|
|
822
|
|
|
—
|
|
|
—
|
|
|
20,510
|
|
|||||
Derivative loss
|
|
13,910
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,910
|
|
|||||
Other expense (income), net
|
|
—
|
|
|
(1,373
|
)
|
|
69
|
|
|
—
|
|
|
(1,304
|
)
|
|||||
Income (loss) from continuing operations, before income taxes and equity in earnings of subsidiaries
|
|
(33,878
|
)
|
|
52,778
|
|
|
(454
|
)
|
|
—
|
|
|
18,446
|
|
|||||
Income tax expense (benefit)
|
|
(7,467
|
)
|
|
21,097
|
|
|
(17
|
)
|
|
—
|
|
|
13,613
|
|
|||||
Net income (loss) from continuing operations before equity in earnings of subsidiaries
|
|
(26,411
|
)
|
|
31,681
|
|
|
(437
|
)
|
|
—
|
|
|
4,833
|
|
|||||
Loss from discontinued operations, net of taxes and before equity in earnings of subsidiaries
|
|
—
|
|
|
(302
|
)
|
|
—
|
|
|
—
|
|
|
(302
|
)
|
|||||
Net income (loss) before equity in earnings of subsidiaries
|
|
(26,411
|
)
|
|
31,379
|
|
|
(437
|
)
|
|
—
|
|
|
4,531
|
|
|||||
Equity in earnings of subsidiaries
|
|
30,942
|
|
|
—
|
|
|
—
|
|
|
(30,942
|
)
|
|
—
|
|
|||||
Net income (loss)
|
|
$
|
4,531
|
|
|
$
|
31,379
|
|
|
$
|
(437
|
)
|
|
$
|
(30,942
|
)
|
|
$
|
4,531
|
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
U.S. Concrete Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
(21,669
|
)
|
|
$
|
61,128
|
|
|
$
|
1,461
|
|
|
$
|
6,940
|
|
|
$
|
47,860
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant and equipment
|
|
—
|
|
|
(19,432
|
)
|
|
(1,405
|
)
|
|
—
|
|
|
(20,837
|
)
|
|||||
Payments for acquisitions, net of cash acquired
|
|
—
|
|
|
(61,111
|
)
|
|
—
|
|
|
—
|
|
|
(61,111
|
)
|
|||||
Proceeds from sale of property, plant and equipment
|
|
—
|
|
|
997
|
|
|
88
|
|
|
—
|
|
|
1,085
|
|
|||||
Proceeds from disposals of businesses
|
|
—
|
|
|
158
|
|
|
—
|
|
|
—
|
|
|
158
|
|
|||||
Insurance proceeds from property loss claims
|
|
—
|
|
|
1,634
|
|
|
500
|
|
|
—
|
|
|
2,134
|
|
|||||
Net cash used in investing activities
|
|
—
|
|
|
(77,754
|
)
|
|
(817
|
)
|
|
—
|
|
|
(78,571
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from revolver borrowings
|
|
228,613
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
228,613
|
|
|||||
Repayments of revolver borrowings
|
|
(177,213
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(177,213
|
)
|
|||||
Proceeds from exercise of stock options
|
|
78
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
78
|
|
|||||
Payments of other long-term obligations
|
|
(2,215
|
)
|
|
(1,325
|
)
|
|
—
|
|
|
—
|
|
|
(3,540
|
)
|
|||||
Payments for other financing
|
|
—
|
|
|
(13,404
|
)
|
|
(305
|
)
|
|
—
|
|
|
(13,709
|
)
|
|||||
Other treasury share purchases
|
|
(1,869
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,869
|
)
|
|||||
Cash paid to non-controlling interest
|
|
—
|
|
|
—
|
|
|
(249
|
)
|
|
—
|
|
|
(249
|
)
|
|||||
Other proceeds
|
|
—
|
|
|
464
|
|
|
—
|
|
|
—
|
|
|
464
|
|
|||||
Intercompany funding
|
|
(25,725
|
)
|
|
39,470
|
|
|
(6,805
|
)
|
|
(6,940
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
|
21,669
|
|
|
25,205
|
|
|
(7,359
|
)
|
|
(6,940
|
)
|
|
32,575
|
|
|||||
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS
|
|
—
|
|
|
—
|
|
|
(98
|
)
|
|
—
|
|
|
(98
|
)
|
|||||
NET INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH
|
|
—
|
|
|
8,579
|
|
|
(6,813
|
)
|
|
—
|
|
|
1,766
|
|
|||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
|
—
|
|
|
6,970
|
|
|
15,611
|
|
|
—
|
|
|
22,581
|
|
|||||
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD
|
|
$
|
—
|
|
|
$
|
15,549
|
|
|
$
|
8,798
|
|
|
$
|
—
|
|
|
$
|
24,347
|
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
U.S. Concrete Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
20,700
|
|
|
$
|
61,704
|
|
|
$
|
2,072
|
|
|
$
|
(31,321
|
)
|
|
$
|
53,155
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant and equipment
|
|
—
|
|
|
(16,612
|
)
|
|
(2,080
|
)
|
|
—
|
|
|
(18,692
|
)
|
|||||
Payments for acquisitions, net of cash acquired
|
|
469
|
|
|
(33,305
|
)
|
|
—
|
|
|
—
|
|
|
(32,836
|
)
|
|||||
Proceeds from sale of property, plant and equipment
|
|
—
|
|
|
841
|
|
|
—
|
|
|
—
|
|
|
841
|
|
|||||
Proceeds from disposals of businesses
|
|
—
|
|
|
873
|
|
|
—
|
|
|
—
|
|
|
873
|
|
|||||
Investment in subsidiaries
|
|
(646
|
)
|
|
—
|
|
|
—
|
|
|
646
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
|
(177
|
)
|
|
(48,203
|
)
|
|
(2,080
|
)
|
|
646
|
|
|
(49,814
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from issuance of debt
|
|
211,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
211,500
|
|
|||||
Proceeds from exercise of stock options and warrants
|
|
494
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
494
|
|
|||||
Payments of other long-term obligations
|
|
(2,925
|
)
|
|
(1,611
|
)
|
|
—
|
|
|
—
|
|
|
(4,536
|
)
|
|||||
Payments for other financing
|
|
—
|
|
|
(8,778
|
)
|
|
—
|
|
|
—
|
|
|
(8,778
|
)
|
|||||
Debt issuance costs
|
|
(3,231
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,231
|
)
|
|||||
Other treasury share purchases
|
|
(2,825
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,825
|
)
|
|||||
Intercompany funding
|
|
(223,536
|
)
|
|
191,666
|
|
|
1,195
|
|
|
30,675
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
|
(20,523
|
)
|
|
181,277
|
|
|
1,195
|
|
|
30,675
|
|
|
192,624
|
|
|||||
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
|
—
|
|
|
194,778
|
|
|
1,187
|
|
|
—
|
|
|
195,965
|
|
|||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
|
—
|
|
|
75,576
|
|
|
198
|
|
|
—
|
|
|
75,774
|
|
|||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
|
$
|
—
|
|
|
$
|
270,354
|
|
|
$
|
1,385
|
|
|
$
|
—
|
|
|
$
|
271,739
|
|
|
(amounts in thousands, except selling prices and percentages)
|
||||||||||||||||||
|
Three Months Ended
June 30, |
|
Increase/ (Decrease)
|
|
Six Months Ended
June 30, |
|
Increase/ (Decrease)
|
||||||||||||
|
2018
|
|
2017
|
|
%
(1)
|
|
2018
|
|
2017
|
|
%
(1)
|
||||||||
|
(unaudited)
|
|
|
|
(unaudited)
|
|
|
||||||||||||
Revenue
|
$
|
404,200
|
|
|
$
|
340,926
|
|
|
18.6%
|
|
$
|
731,987
|
|
|
$
|
640,059
|
|
|
14.4%
|
Cost of goods sold before depreciation, depletion and amortization
|
320,238
|
|
|
263,574
|
|
|
21.5
|
|
587,470
|
|
|
499,333
|
|
|
17.7
|
||||
Selling, general and administrative expenses
|
31,875
|
|
|
30,200
|
|
|
5.5
|
|
64,151
|
|
|
56,017
|
|
|
14.5
|
||||
Depreciation, depletion and amortization
|
22,142
|
|
|
16,350
|
|
|
35.4
|
|
42,717
|
|
|
32,209
|
|
|
32.6
|
||||
Change in value of contingent consideration
|
(1,626
|
)
|
|
720
|
|
|
NM
|
|
(1,258
|
)
|
|
1,328
|
|
|
NM
|
||||
Impairment of assets
|
1,299
|
|
|
—
|
|
|
NM
|
|
1,299
|
|
|
—
|
|
|
NM
|
||||
Gain on sale of assets, net
|
(371
|
)
|
|
(198
|
)
|
|
87.4
|
|
(561
|
)
|
|
(390
|
)
|
|
43.8
|
||||
Operating income
|
30,643
|
|
|
30,280
|
|
|
1.2
|
|
38,169
|
|
|
51,562
|
|
|
(26.0)
|
||||
Interest expense, net
|
11,514
|
|
|
10,368
|
|
|
11.1
|
|
22,823
|
|
|
20,510
|
|
|
11.3
|
||||
Derivative loss
|
—
|
|
|
15,766
|
|
|
NM
|
|
—
|
|
|
13,910
|
|
|
NM
|
||||
Other income, net
|
(1,441
|
)
|
|
(596
|
)
|
|
141.8
|
|
(3,060
|
)
|
|
(1,304
|
)
|
|
134.7
|
||||
Income from continuing operations before income taxes
|
20,570
|
|
|
4,742
|
|
|
333.8
|
|
18,406
|
|
|
18,446
|
|
|
(0.2)
|
||||
Income tax expense
|
4,292
|
|
|
6,911
|
|
|
(37.9)
|
|
5,944
|
|
|
13,613
|
|
|
(56.3)
|
||||
Income (loss) from continuing operations
|
16,278
|
|
|
(2,169
|
)
|
|
NM
|
|
12,462
|
|
|
4,833
|
|
|
157.9
|
||||
Loss from discontinued operations, net of taxes
|
—
|
|
|
(180
|
)
|
|
NM
|
|
—
|
|
|
(302
|
)
|
|
NM
|
||||
Net income (loss)
|
16,278
|
|
|
(2,349
|
)
|
|
NM
|
|
12,462
|
|
|
4,531
|
|
|
175.0
|
||||
Less: Net income attributable to non-controlling interest
|
(13
|
)
|
|
—
|
|
|
NM
|
|
(55
|
)
|
|
—
|
|
|
NM
|
||||
Net income (loss) attributable to U.S. Concrete
|
$
|
16,265
|
|
|
$
|
(2,349
|
)
|
|
NM
|
|
$
|
12,407
|
|
|
$
|
4,531
|
|
|
173.8%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Ready-mixed Concrete Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Average sales price per cubic yard
|
$
|
133.03
|
|
|
$
|
134.43
|
|
|
(1.0)%
|
|
$
|
134.79
|
|
|
$
|
134.36
|
|
|
0.3%
|
Sales volume in cubic yards
|
2,624
|
|
|
2,304
|
|
|
13.9%
|
|
4,719
|
|
|
4,353
|
|
|
8.4%
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Aggregate Products Data:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Average sales price per ton
(2)
|
$
|
11.11
|
|
|
$
|
12.86
|
|
|
(13.6)%
|
|
$
|
11.03
|
|
|
$
|
12.73
|
|
|
(13.4)%
|
Sales volume in tons
|
3,055
|
|
|
1,529
|
|
|
99.8%
|
|
5,189
|
|
|
2,775
|
|
|
87.0%
|
(2)
|
Our calculation of the aggregate products segment average sales price excludes certain other ancillary revenue and Polaris’s freight revenue. We define revenue for our aggregate products average sales price calculation as amounts billed to external and internal customers for coarse and fine aggregate products, excluding delivery charges. Our definition and calculation of average sales price may differ from other companies in the construction materials industry.
|
|
|
(amounts in thousands, except selling prices and percentages)
|
||||||||||||||||||
|
|
Three Months Ended
June 30, |
|
Increase/ (Decrease)
|
|
Six Months Ended
June 30, |
|
Increase/ (Decrease)
|
||||||||||||
|
|
2018
|
|
2017
|
|
%
|
|
2018
|
|
2017
|
|
%
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ready-mixed Concrete Segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
|
$
|
350,027
|
|
|
$
|
310,122
|
|
|
12.9%
|
|
$
|
639,267
|
|
|
$
|
585,578
|
|
|
9.2%
|
Segment revenue as a percentage of total revenue
|
|
86.6
|
%
|
|
91.0
|
%
|
|
|
|
87.3
|
%
|
|
91.5
|
%
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA
|
|
$
|
51,795
|
|
|
$
|
49,646
|
|
|
4.3%
|
|
$
|
92,762
|
|
|
$
|
91,150
|
|
|
1.8%
|
Adjusted EBITDA as a percentage of segment revenue
|
|
14.8
|
%
|
|
16.0
|
%
|
|
|
|
14.5
|
%
|
|
15.6
|
%
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Ready-mixed Concrete Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Average sales price per cubic yard
(1)
|
|
$
|
133.03
|
|
|
$
|
134.43
|
|
|
(1.0)%
|
|
$
|
134.79
|
|
|
$
|
134.36
|
|
|
0.3%
|
Sales volume in cubic yards
|
|
2,624
|
|
|
2,304
|
|
|
13.9%
|
|
4,719
|
|
|
4,353
|
|
|
8.4%
|
|
|
(amounts in thousands, except selling prices and percentages)
|
||||||||||||||||||
|
|
Three Months Ended
June 30, |
|
Increase/ (Decrease)
|
|
Six Months Ended
June 30, |
|
Increase/ (Decrease)
|
||||||||||||
|
|
2018
|
|
2017
|
|
%
|
|
2018
|
|
2017
|
|
%
|
||||||||
Aggregate Products Segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Sales to external customers
|
|
$
|
35,065
|
|
|
$
|
12,036
|
|
|
|
|
$
|
59,791
|
|
|
$
|
21,333
|
|
|
|
Intersegment sales
|
|
13,449
|
|
|
10,730
|
|
|
|
|
22,884
|
|
|
19,257
|
|
|
|
||||
Total aggregate products revenue
|
|
$
|
48,514
|
|
|
$
|
22,766
|
|
|
113.1%
|
|
$
|
82,675
|
|
|
$
|
40,590
|
|
|
103.7%
|
Segment revenue, excluding intersegment sales, as a percentage of total company revenue
|
|
8.7
|
%
|
|
3.5
|
%
|
|
|
|
8.2
|
%
|
|
3.3
|
%
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Adjusted EBITDA
|
|
$
|
12,237
|
|
|
$
|
8,674
|
|
|
41.1%
|
|
$
|
16,913
|
|
|
$
|
12,671
|
|
|
33.5%
|
Adjusted EBITDA as a percentage of total aggregate products revenue
|
|
25.2
|
%
|
|
38.1
|
%
|
|
|
|
20.5
|
%
|
|
31.2
|
%
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Aggregate Products Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Average sales price per ton
(1)
|
|
$
|
11.11
|
|
|
$
|
12.86
|
|
|
(13.6)%
|
|
$
|
11.03
|
|
|
$
|
12.73
|
|
|
(13.4)%
|
Sales volume in tons
|
|
3,055
|
|
|
1,529
|
|
|
99.8%
|
|
5,189
|
|
|
2,775
|
|
|
87.0%
|
|
June 30, 2018
|
|
December 31, 2017
|
||||
Cash and cash equivalents
|
$
|
21,511
|
|
|
$
|
22,581
|
|
Working capital
|
$
|
100,729
|
|
|
$
|
103,244
|
|
Total debt
(1)
|
$
|
750,554
|
|
|
$
|
693,336
|
|
Equity
|
317,798
|
|
|
302,142
|
|
||
Total capital
|
$
|
1,068,352
|
|
|
$
|
995,478
|
|
|
|
|
|
||||
Available capacity under the Revolving Facility
|
$
|
173,600
|
|
|
$
|
206,400
|
|
(1)
|
Total debt includes long-term debt, net of unamortized debt issuance costs, including current maturities, capital leases, notes payable and borrowings under the Revolving Facility.
|
•
|
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 reduce our sales volumes.
|
•
|
general economic and business conditions, which will, among other things, affect demand for new residential and commercial construction;
|
•
|
our ability to successfully identify, manage, and integrate acquisitions;
|
•
|
the cyclical nature of, and changes in, the real estate and construction markets, including pricing changes by our competitors;
|
•
|
governmental requirements and initiatives, including those related to mortgage lending, financing or deductions, funding for public or infrastructure construction, land usage, and environmental, health, and safety matters;
|
•
|
disruptions, uncertainties or volatility in the credit markets that may limit our, our suppliers' and our customers' access to capital;
|
•
|
our ability to successfully implement our operating strategy;
|
•
|
weather conditions;
|
•
|
our substantial indebtedness and the restrictions imposed on us by the terms of our indebtedness;
|
•
|
the effects of currency fluctuations on our results of operations and financial condition;
|
•
|
our ability to maintain favorable relationships with third parties who supply us with equipment and essential supplies;
|
•
|
our ability to retain key personnel and maintain satisfactory labor relations; and
|
•
|
product liability, property damage, results of litigation, and other claims and insurance coverage issues.
|
•
|
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;
|
•
|
On Time Ready Mix, Inc. on January 10, 2018;
|
•
|
Cutrell Trucking, LLC., Dumas Concrete, LLC., Pampa Concrete Co.,Inc., Panhandle Concrete, LLC., Texas Sand & Gravel Co., Inc. on March 2, 2018; and
|
•
|
Four individually immaterial operations acquired during December 2017 and March 2018.
|
Calendar Month
|
Total Number
of Shares
Acquired
(1)
|
|
Average Price
Paid Per Share
|
|
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
(2)
|
|
Approximate Dollar Value of Shares That May Yet Be
Purchased Under Plans or Programs
(2)
|
||||||
April 1 - April 30, 2018
|
10,560
|
|
|
$
|
60.22
|
|
|
—
|
|
|
$
|
50,000,000
|
|
May 1 - May 31, 2018
|
—
|
|
|
—
|
|
|
—
|
|
|
50,000,000
|
|
||
June 1 - June 30, 2018
|
—
|
|
|
—
|
|
|
—
|
|
|
50,000,000
|
|
||
Total
|
10,560
|
|
|
$
|
60.22
|
|
|
—
|
|
|
$
|
50,000,000
|
|
(1)
|
The total number of shares purchased includes shares of our common stock acquired from employees who elected for us to make their required tax payments upon vesting of certain restricted shares by withholding a number of those vested shares having a value on the date of vesting equal to their tax obligations.
|
(2)
|
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.
|
3.1*
|
|
3.2*
|
|
3.3*
|
|
10.1†
|
|
31.1
|
|
31.2
|
|
32.1
|
|
32.2
|
|
95.1
|
|
101.INS
|
—XBRL Instance Document
|
101.SCH
|
—XBRL Taxonomy Extension Schema Document
|
101.CAL
|
—XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
—XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
—XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
—XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
U.S. CONCRETE, INC.
|
|
|
|
|
|
Date:
|
August 7, 2018
|
By:
|
/s/ John E. Kunz
|
|
|
|
John E. Kunz
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
(Principal Accounting and Financial Officer)
|
Date:
|
August 7, 2018
|
By:
|
/s/ William J. Sandbrook
|
|
|
|
William J. Sandbrook
|
|
|
|
Chairman, President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
Date:
|
August 7, 2018
|
By:
|
/s/ John E. Kunz
|
|
|
|
John E. Kunz
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
(Principal Accounting and Financial Officer)
|
Date:
|
August 7, 2018
|
By:
|
/s/ William J. Sandbrook
|
|
|
|
William J. Sandbrook
|
|
|
|
Chairman, President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
Date:
|
August 7, 2018
|
By:
|
/s/ John E. Kunz
|
|
|
|
John E. Kunz
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
(Principal Accounting and Financial Officer)
|
(A)
|
|
The total number of violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a coal or other mine safety or health hazard under section 104 of the Mine Safety and Health Act of 1977 (30 U.S.C. 814) for which the operator received a citation from the Mine Safety and Health Administration.
|
(B)
|
|
The total number of orders issued under section 104(b) of such Act (30 U.S.C. 814(b)).
|
(C)
|
|
The total number of citations and orders for unwarrantable failure of the mine operator to comply with mandatory health or safety standards under section 104(d) of such Act (30 U.S.C. 814(d)).
|
(D)
|
|
The total number of flagrant violations under section 110(b)(2) of such Act (30 U.S.C. 820(b)(2)).
|
(E)
|
|
The total number of imminent danger orders issued under section 107(a) of such Act (30 U.S.C. 817(a)).
|
(F)
|
|
The total dollar value of proposed assessments from the Mine Safety and Health Administration under such Act (30 U.S.C. 801 et seq.).
|
(G)
|
|
The total number of mining-related fatalities.
|
(H)
|
|
Any pending legal action before the Federal Mine Safety and Health Review Commission involving such coal or other mine.
|