or
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☐
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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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Trading Symbol
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Name of each exchange on which registered
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Common Stock, par value $0.001
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USCR
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The Nasdaq Stock Market LLC
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Large accelerated filer
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☑
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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 commercial and residential construction;
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•
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our ability to successfully implement our operating strategy;
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•
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our ability to successfully identify, manage, and integrate acquisitions;
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•
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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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•
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seasonal and inclement weather conditions, which impede the placement of ready-mixed concrete;
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•
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the cyclical nature of, and changes in, the real estate and construction markets, including pricing changes by our competitors;
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•
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our ability to maintain favorable relationships with third parties who supply us with equipment and essential materials;
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•
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our ability to retain key personnel and maintain satisfactory labor relations;
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•
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disruptions, uncertainties or volatility in the credit markets that may limit our, our suppliers' and our customers' access to capital;
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•
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product liability, property damage, results of litigation and other claims and insurance coverage issues;
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•
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our substantial indebtedness and the restrictions imposed on us by the terms of our indebtedness; and
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•
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the effects of currency fluctuations on our results of operations and financial condition.
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2019
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2018
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2017
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Commercial and industrial
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60%
|
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56%
|
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56%
|
Residential
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22%
|
|
25%
|
|
26%
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Infrastructure
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18%
|
|
19%
|
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18%
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•
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water usage;
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•
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land usage;
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•
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street and highway usage;
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•
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noise levels;
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•
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operating hours; and
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•
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health, safety and environmental matters.
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•
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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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•
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the availability of funds for public or infrastructure construction from local, state and federal sources;
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•
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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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•
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changes in interest rates and lending standards;
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•
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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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•
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the timing and cost of acquisitions and difficulties or costs encountered when integrating acquisitions;
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•
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the budgetary spending patterns of customers;
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•
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increases in construction and design costs;
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•
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power outages and other unexpected delays;
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•
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our ability to control costs and maintain quality;
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•
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pricing pressure due to changes in asset utilization or economic weakness;
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•
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employment levels; and
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•
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regional or general economic conditions.
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•
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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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•
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it limits our ability to borrow money or sell assets to fund our working capital, capital expenditures, acquisitions and debt service requirements;
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•
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our interest expense could increase if interest rates in general increase, because borrowings under our Revolving Facility bear interest at floating rates;
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•
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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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•
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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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•
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it may make us more vulnerable to a downturn in our business or the economy;
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•
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it may increase our cost of borrowing;
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•
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it may restrict us from exploiting business opportunities;
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•
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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;
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•
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the interest limitation enacted as part of the Tax Act could increase our effective tax rate and income taxes payable; and
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•
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there would be a material adverse effect on our business and financial condition, if we were unable to refinance, service our indebtedness or obtain additional financing, as needed.
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•
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incur additional indebtedness or issue disqualified stock or preferred stock;
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•
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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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•
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prepay, redeem, or repurchase certain debt;
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•
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sell assets and issue capital stock of our restricted subsidiaries;
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•
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incur liens;
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•
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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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•
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enter into transactions with affiliates;
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•
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consolidate, merge, or sell all or substantially all of our assets; and
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•
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with respect to the Indenture, designate our subsidiaries as unrestricted subsidiaries.
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•
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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
|
|
Leased
|
|
|
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2019 Production
(in thousands
of cubic yards)
|
|||||||||||||
Locations
|
|
Fixed Standard
|
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Volumetric
|
|
Portable
|
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Fixed Standard
|
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Portable
|
|
Total
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|
||||||||
Texas/Oklahoma
|
|
90
|
|
|
18
|
|
|
15
|
|
|
1
|
|
|
1
|
|
|
125
|
|
|
4,188
|
|
New Jersey/New York/Washington, D.C./Pennsylvania
|
|
38
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
41
|
|
|
2,978
|
|
Northern California
|
|
20
|
|
|
—
|
|
|
4
|
|
|
2
|
|
|
—
|
|
|
26
|
|
|
1,931
|
|
U.S. Virgin Islands
|
|
3
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
4
|
|
|
84
|
|
Total
|
|
151
|
|
|
18
|
|
|
20
|
|
|
5
|
|
|
2
|
|
|
196
|
|
|
9,181
|
|
|
|
|
|
|
|
|
|
Percent of Reserves Owned and Leased
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|||||||
Locations
|
|
Number of Producing Quarries
|
|
Total Estimated Minimum Reserves
(in thousand tons)(1) |
|
2019 Production
(in thousand tons) |
|
Owned
|
|
Leased
|
|||||
British Columbia, Canada
|
|
1
|
|
|
97,800
|
|
|
4,937
|
|
|
—
|
%
|
|
100
|
%
|
Texas/Oklahoma
|
|
12
|
|
|
48,600
|
|
|
3,671
|
|
|
27
|
%
|
|
73
|
%
|
New Jersey
|
|
4
|
|
|
65,600
|
|
|
2,486
|
|
|
100
|
%
|
|
—
|
%
|
U.S. Virgin Islands
|
|
2
|
|
|
29,600
|
|
|
416
|
|
|
44
|
%
|
|
56
|
%
|
Total
|
|
19
|
|
|
241,600
|
|
|
11,510
|
|
|
|
|
|
Calendar Month
|
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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
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Approximate Dollar Value of Shares That May Yet Be Purchased Under Plans or Programs
(in millions)(2)
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||||||
October 1 - October 31, 2019
|
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20,588
|
|
|
$
|
48.29
|
|
|
—
|
|
|
$
|
43.3
|
|
November 1 - November 30, 2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43.3
|
|
||
December 1 - December 31, 2019
|
|
366
|
|
|
41.32
|
|
|
—
|
|
|
43.3
|
|
||
Total
|
|
20,954
|
|
|
$
|
48.17
|
|
|
—
|
|
|
$
|
43.3
|
|
(1)
|
Represents 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.
|
|
12/31/14
|
|
12/31/15
|
|
12/31/16
|
|
12/31/17
|
|
12/31/18
|
|
12/31/19
|
||||||||||||
U.S. Concrete, Inc.
|
$
|
100.00
|
|
|
$
|
185.10
|
|
|
$
|
230.23
|
|
|
$
|
294.02
|
|
|
$
|
124.01
|
|
|
$
|
146.43
|
|
Russell 2000
|
$
|
100.00
|
|
|
$
|
95.59
|
|
|
$
|
115.95
|
|
|
$
|
132.94
|
|
|
$
|
118.30
|
|
|
$
|
148.49
|
|
Peer Group
|
$
|
100.00
|
|
|
$
|
98.61
|
|
|
$
|
144.34
|
|
|
$
|
150.01
|
|
|
$
|
104.78
|
|
|
$
|
147.33
|
|
($ in millions except per share)
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
FOR THE YEAR
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
1,478.7
|
|
|
$
|
1,506.4
|
|
|
$
|
1,336.0
|
|
|
$
|
1,168.2
|
|
|
$
|
974.7
|
|
Income (loss) from continuing operations
|
|
$
|
16.3
|
|
|
$
|
31.3
|
|
|
$
|
26.2
|
|
|
$
|
9.6
|
|
|
$
|
(5.1
|
)
|
Loss from discontinued operations, net of taxes
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.6
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
(0.3
|
)
|
Net income (loss) attributable to U.S. Concrete
|
|
$
|
14.9
|
|
|
$
|
30.0
|
|
|
$
|
25.5
|
|
|
$
|
8.9
|
|
|
$
|
(5.4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
PER SHARE INFORMATION
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic income (loss) per share attributable to U.S. Concrete:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
|
$
|
0.91
|
|
|
$
|
1.82
|
|
|
$
|
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
|
|
$
|
0.91
|
|
|
$
|
1.82
|
|
|
$
|
1.60
|
|
|
$
|
0.59
|
|
|
$
|
(0.38
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted income (loss) per share attributable to U.S. Concrete:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
|
$
|
0.91
|
|
|
$
|
1.82
|
|
|
$
|
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
|
|
$
|
0.91
|
|
|
$
|
1.82
|
|
|
$
|
1.53
|
|
|
$
|
0.55
|
|
|
$
|
(0.38
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
AS OF END OF YEAR
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
1,433.3
|
|
|
$
|
1,371.3
|
|
|
$
|
1,276.1
|
|
|
$
|
945.4
|
|
|
$
|
681.7
|
|
Total debt
|
|
$
|
687.3
|
|
|
$
|
714.1
|
|
|
$
|
693.4
|
|
|
$
|
449.3
|
|
|
$
|
275.6
|
|
($ in millions except selling prices)
|
|
2019
|
|
2018
|
|
Increase/(Decrease)
|
|
% Change(1)
|
|||||||||||||
Revenue
|
|
$
|
1,478.7
|
|
|
100.0
|
%
|
|
$
|
1,506.4
|
|
|
100.0
|
%
|
|
$
|
(27.7
|
)
|
|
(1.8
|
)%
|
Cost of goods sold before depreciation, depletion and amortization
|
|
1,187.6
|
|
|
80.3
|
|
|
1,212.2
|
|
|
80.5
|
|
|
(24.6
|
)
|
|
(2.0
|
)
|
|||
Selling, general and administrative expenses
|
|
130.0
|
|
|
8.8
|
|
|
126.5
|
|
|
8.4
|
|
|
3.5
|
|
|
2.8
|
|
|||
Depreciation, depletion and amortization
|
|
93.2
|
|
|
6.3
|
|
|
91.8
|
|
|
6.1
|
|
|
1.4
|
|
|
1.5
|
|
|||
Change in value of contingent consideration
|
|
2.8
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
2.8
|
|
|
NM
|
||||
Asset impairment
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|
0.1
|
|
|
(1.3
|
)
|
|
NM
|
||||
Gain on sale/disposal of assets and businesses, net
|
|
(0.1
|
)
|
|
0.0
|
|
|
(15.3
|
)
|
|
(1.0
|
)
|
|
(15.2
|
)
|
|
99.3
|
|
|||
Operating income
|
|
65.2
|
|
|
4.4
|
|
|
89.9
|
|
|
6.0
|
|
|
(24.7
|
)
|
|
(27.5
|
)
|
|||
Interest expense, net
|
|
46.1
|
|
|
3.1
|
|
|
46.4
|
|
|
3.1
|
|
|
(0.3
|
)
|
|
(0.6
|
)
|
|||
Other income, net
|
|
(9.5
|
)
|
|
(0.6
|
)
|
|
(4.6
|
)
|
|
(0.3
|
)
|
|
4.9
|
|
|
106.5
|
|
|||
Income before income taxes
|
|
28.6
|
|
|
1.9
|
|
|
48.1
|
|
|
3.2
|
|
|
(19.5
|
)
|
|
(40.5
|
)
|
|||
Income tax expense
|
|
12.3
|
|
|
0.8
|
|
|
16.8
|
|
|
1.1
|
|
|
(4.5
|
)
|
|
(26.8
|
)
|
|||
Net income
|
|
16.3
|
|
|
1.1
|
|
|
31.3
|
|
|
2.1
|
|
|
(15.0
|
)
|
|
(47.9
|
)
|
|||
Less: Net income attributable to non-controlling interest
|
|
(1.4
|
)
|
|
(0.1
|
)
|
|
(1.3
|
)
|
|
(0.1
|
)
|
|
0.1
|
|
|
7.7
|
|
|||
Net income attributable to U.S. Concrete
|
|
$
|
14.9
|
|
|
1.0
|
%
|
|
$
|
30.0
|
|
|
2.0
|
%
|
|
$
|
(15.1
|
)
|
|
(50.3
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Ready-Mixed Concrete Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Average selling price per cubic yard
|
|
$
|
138.97
|
|
|
|
|
$
|
136.42
|
|
|
|
|
|
$
|
2.55
|
|
|
1.9
|
%
|
|
Sales volume in thousand cubic yards
|
|
9,181
|
|
|
|
|
9,546
|
|
|
|
|
|
(365
|
)
|
|
(3.8
|
)%
|
||||
Aggregate Products Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Average selling price per ton(2)
|
|
$
|
11.93
|
|
|
|
|
$
|
11.28
|
|
|
|
|
|
$
|
0.65
|
|
|
5.8
|
%
|
|
Sales volume in thousand tons
|
|
11,392
|
|
|
|
|
|
11,110
|
|
|
|
|
|
282
|
|
|
2.5
|
%
|
($ in millions except selling prices)
|
2019
|
|
2018
|
|
Increase/(Decrease)
|
|
% Change
|
|||||||
Ready-Mixed Concrete Segment:
|
|
|
|
|
|
|
|
|||||||
Revenue
|
$
|
1,278.6
|
|
|
$
|
1,306.5
|
|
|
$
|
(27.9
|
)
|
|
(2.1
|
)%
|
Segment revenue as a percentage of total revenue
|
86.5
|
%
|
|
86.7
|
%
|
|
|
|
|
|||||
Adjusted EBITDA
|
$
|
157.7
|
|
|
$
|
179.2
|
|
|
$
|
(21.5
|
)
|
|
(12.0
|
)%
|
Adjusted EBITDA as a percentage of segment revenue
|
12.3
|
%
|
|
13.7
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|||||||
Ready-Mixed Concrete Data:
|
|
|
|
|
|
|
|
|
|
|
||||
Average selling price per cubic yard(1)
|
$
|
138.97
|
|
|
$
|
136.42
|
|
|
$
|
2.55
|
|
|
1.9
|
%
|
Sales volume in thousand cubic yards
|
9,181
|
|
|
9,546
|
|
|
(365
|
)
|
|
(3.8
|
)%
|
($ in millions except selling prices)
|
2019
|
|
2018
|
|
Increase
|
|
% Change
|
|||||||
Aggregate Products Segment:
|
|
|
|
|
|
|
|
|||||||
Sales to external customers
|
$
|
141.7
|
|
|
$
|
136.5
|
|
|
|
|
|
|||
Intersegment sales
|
53.5
|
|
|
46.1
|
|
|
|
|
|
|||||
Total aggregate products revenue
|
$
|
195.2
|
|
|
$
|
182.6
|
|
|
$
|
12.6
|
|
|
6.9
|
%
|
Segment revenue, excluding intersegment sales, as a percentage of total Company revenue
|
9.6
|
%
|
|
9.1
|
%
|
|
|
|
|
|||||
Adjusted EBITDA
|
$
|
53.8
|
|
|
$
|
41.6
|
|
|
$
|
12.2
|
|
|
29.3
|
%
|
Adjusted EBITDA as a percentage of segment revenue
|
27.6
|
%
|
|
22.8
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|||||||
Aggregate Products Data:
|
|
|
|
|
|
|
|
|
|
|
||||
Average selling price per ton(1)
|
$
|
11.93
|
|
|
$
|
11.28
|
|
|
$
|
0.65
|
|
|
5.8
|
%
|
Sales volume in thousand tons
|
11,392
|
|
|
11,110
|
|
|
282
|
|
|
2.5
|
%
|
(1)
|
We sell aggregate products to our ready-mixed concrete segment businesses at market price.
|
(2)
|
Our calculation of the aggregate products segment ASP excludes certain other ancillary revenue and Polaris’s freight revenue. We define revenue for our aggregate products ASP calculation as amounts billed to customers for coarse and fine aggregate products, excluding delivery charges. Our definition and calculation of ASP may differ from other companies in the construction materials industry.
|
($ in millions)
|
|
2019
|
|
2018
|
||||
Cash and cash equivalents
|
|
$
|
40.6
|
|
|
$
|
20.0
|
|
Working capital
|
|
$
|
103.7
|
|
|
$
|
71.2
|
|
Total debt(1)
|
|
$
|
687.3
|
|
|
$
|
714.1
|
|
•
|
deterioration of revenue, due to lower volume and/or pricing, because of weakness in the markets in which we operate;
|
•
|
declines in margins due to shifts in our product mix or increases in the cost of our raw materials, fuel and fixed costs;
|
•
|
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 and/or gross margins.
|
($ in millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net cash provided by (used in):
|
|
|
|
|
|
|
||||||
Operating activities
|
|
$
|
138.8
|
|
|
$
|
122.8
|
|
|
$
|
94.8
|
|
Investing activities
|
|
(33.8
|
)
|
|
(91.7
|
)
|
|
(334.3
|
)
|
|||
Financing activities
|
|
(84.2
|
)
|
|
(33.4
|
)
|
|
186.3
|
|
|||
Effect of exchange rates on cash and cash equivalents
|
|
(0.2
|
)
|
|
(0.3
|
)
|
|
—
|
|
|||
Net increase (decrease) in cash
|
|
$
|
20.6
|
|
|
$
|
(2.6
|
)
|
|
$
|
(53.2
|
)
|
Contractual obligations
|
|
Total
|
|
Less Than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More Than 5 Years
|
||||||||||
Principal on debt
|
|
$
|
687.7
|
|
|
$
|
32.5
|
|
|
$
|
43.5
|
|
|
$
|
611.7
|
|
|
$
|
—
|
|
Interest on debt
|
|
174.3
|
|
|
40.9
|
|
|
78.9
|
|
|
54.5
|
|
|
—
|
|
|||||
Operating leases
|
|
91.2
|
|
|
16.9
|
|
|
28.3
|
|
|
21.1
|
|
|
24.9
|
|
|||||
Contingent consideration(1)
|
|
28.6
|
|
|
10.8
|
|
|
17.8
|
|
|
—
|
|
|
—
|
|
|||||
Deferred consideration payments(2)
|
|
2.8
|
|
|
2.2
|
|
|
0.4
|
|
|
0.2
|
|
|
—
|
|
|||||
Total
|
|
$
|
984.6
|
|
|
$
|
103.3
|
|
|
$
|
168.9
|
|
|
$
|
687.5
|
|
|
$
|
24.9
|
|
(1)
|
Estimated future payments of contingent consideration obligations associated with certain acquisitions. As more fully described in Note 13, "Fair Value Disclosures," to our consolidated financial statements where the fair value of this amount is presented, changes may occur until to the final payment in 2023.
|
(2)
|
Consists of deferred consideration obligations associated with acquisitions.
|
|
|
Page
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
40.6
|
|
|
$
|
20.0
|
|
Trade accounts receivable, net
|
|
233.1
|
|
|
226.6
|
|
||
Inventories
|
|
59.0
|
|
|
51.2
|
|
||
Other receivables, net
|
|
8.4
|
|
|
18.4
|
|
||
Prepaid expenses and other
|
|
7.9
|
|
|
7.9
|
|
||
Total current assets
|
|
349.0
|
|
|
324.1
|
|
||
Property, plant and equipment, net
|
|
673.5
|
|
|
680.2
|
|
||
Operating lease assets
|
|
69.8
|
|
|
—
|
|
||
Goodwill
|
|
239.5
|
|
|
239.3
|
|
||
Intangible assets, net
|
|
92.4
|
|
|
116.6
|
|
||
Other assets
|
|
9.1
|
|
|
11.1
|
|
||
Total assets
|
|
$
|
1,433.3
|
|
|
$
|
1,371.3
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
136.4
|
|
|
$
|
125.8
|
|
Accrued liabilities
|
|
63.5
|
|
|
96.3
|
|
||
Current maturities of long-term debt
|
|
32.5
|
|
|
30.8
|
|
||
Current operating lease liabilities
|
|
12.9
|
|
|
—
|
|
||
Total current liabilities
|
|
245.3
|
|
|
252.9
|
|
||
Long-term debt, net of current maturities
|
|
654.8
|
|
|
683.3
|
|
||
Long-term operating lease liabilities
|
|
59.7
|
|
|
—
|
|
||
Other long-term obligations and deferred credits
|
|
49.1
|
|
|
54.8
|
|
||
Deferred income taxes
|
|
54.8
|
|
|
43.1
|
|
||
Total liabilities
|
|
1,063.7
|
|
|
1,034.1
|
|
||
|
|
|
|
|
|
|||
Equity:
|
|
|
|
|
|
|
||
Preferred stock, $0.001 par value per share (10,000,000 shares authorized; none issued)
|
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value per share (100,000,000 shares authorized; 17,911,000 and 17,774,000 shares issued, respectively; and 16,696,000 and 16,631,000 shares outstanding, respectively)
|
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
|
348.9
|
|
|
329.6
|
|
||
Retained earnings
|
|
31.1
|
|
|
16.2
|
|
||
Treasury stock, at cost (1,215,000 and 1,143,000 common shares, respectively)
|
|
(36.6
|
)
|
|
(33.4
|
)
|
||
Total shareholders' equity
|
|
343.4
|
|
|
312.4
|
|
||
|
26.2
|
|
|
24.8
|
|
|||
Total equity
|
|
369.6
|
|
|
337.2
|
|
||
Total liabilities and equity
|
|
$
|
1,433.3
|
|
|
$
|
1,371.3
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Revenue
|
|
$
|
1,478.7
|
|
|
$
|
1,506.4
|
|
|
$
|
1,336.0
|
|
Cost of goods sold before depreciation, depletion and amortization
|
|
1,187.6
|
|
|
1,212.2
|
|
|
1,056.6
|
|
|||
Selling, general and administrative expenses
|
|
130.0
|
|
|
126.5
|
|
|
119.2
|
|
|||
Depreciation, depletion and amortization
|
|
93.2
|
|
|
91.8
|
|
|
67.8
|
|
|||
Change in value of contingent consideration
|
|
2.8
|
|
|
—
|
|
|
7.9
|
|
|||
Impairment of goodwill and other assets
|
|
—
|
|
|
1.3
|
|
|
6.2
|
|
|||
Gain on sale/disposal of assets and businesses, net
|
|
(0.1
|
)
|
|
(15.3
|
)
|
|
(0.7
|
)
|
|||
Operating income
|
|
65.2
|
|
|
89.9
|
|
|
79.0
|
|
|||
Interest expense, net
|
|
46.1
|
|
|
46.4
|
|
|
42.1
|
|
|||
Derivative loss
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|||
Other income, net
|
|
(9.5
|
)
|
|
(4.6
|
)
|
|
(2.5
|
)
|
|||
Income from continuing operations before income taxes
|
|
28.6
|
|
|
48.1
|
|
|
38.6
|
|
|||
Income tax expense
|
|
12.3
|
|
|
16.8
|
|
|
12.4
|
|
|||
Income from continuing operations
|
|
16.3
|
|
|
31.3
|
|
|
26.2
|
|
|||
Loss from discontinued operations, net of taxes
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|||
Net income
|
|
16.3
|
|
|
31.3
|
|
|
25.6
|
|
|||
Less: Net income attributable to non-controlling interest
|
|
(1.4
|
)
|
|
(1.3
|
)
|
|
(0.1
|
)
|
|||
Net income attributable to U.S. Concrete
|
|
$
|
14.9
|
|
|
$
|
30.0
|
|
|
$
|
25.5
|
|
|
|
|
|
|
|
|
||||||
Basic income per share attributable to U.S. Concrete:
|
|
|
|
|
|
|
|
|
||||
Income from continuing operations
|
|
$
|
0.91
|
|
|
$
|
1.82
|
|
|
$
|
1.64
|
|
Loss from discontinued operations, net of taxes
|
|
—
|
|
|
—
|
|
|
(0.04
|
)
|
|||
Net income per share attributable to U.S. Concrete - basic
|
|
$
|
0.91
|
|
|
$
|
1.82
|
|
|
$
|
1.60
|
|
|
|
|
|
|
|
|
||||||
Diluted income per share attributable to U.S. Concrete:
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
0.91
|
|
|
$
|
1.82
|
|
|
$
|
1.57
|
|
Loss from discontinued operations, net of taxes
|
|
—
|
|
|
—
|
|
|
(0.04
|
)
|
|||
Net income per share attributable to U.S. Concrete - diluted
|
|
$
|
0.91
|
|
|
$
|
1.82
|
|
|
$
|
1.53
|
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
16.4
|
|
|
16.5
|
|
|
15.9
|
|
|||
Diluted
|
|
16.4
|
|
|
16.5
|
|
|
16.6
|
|
|
|
Shares of
Common Stock |
|
Additional
Paid-In Capital |
|
Retained Earnings (Deficit)
|
|
Treasury
Stock |
|
Total
Shareholders' Equity |
|
Non-
controlling Interest |
|
Total
Equity |
|||||||||||||
December 31, 2016
|
|
15.8
|
|
|
$
|
249.8
|
|
|
$
|
(39.3
|
)
|
|
$
|
(21.7
|
)
|
|
$
|
188.8
|
|
|
$
|
—
|
|
|
$
|
188.8
|
|
Stock-based compensation
|
|
0.1
|
|
|
8.3
|
|
|
—
|
|
|
(3.1
|
)
|
|
5.2
|
|
|
—
|
|
|
5.2
|
|
||||||
Stock options exercised
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
||||||
Warrants exercised
|
|
0.8
|
|
|
60.8
|
|
|
—
|
|
|
—
|
|
|
60.8
|
|
|
—
|
|
|
60.8
|
|
||||||
2017 acquisition
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21.6
|
|
|
21.6
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
25.5
|
|
|
—
|
|
|
25.5
|
|
|
0.1
|
|
|
25.6
|
|
||||||
December 31, 2017
|
|
16.7
|
|
|
319.0
|
|
|
(13.8
|
)
|
|
(24.8
|
)
|
|
280.4
|
|
|
21.7
|
|
|
302.1
|
|
||||||
Stock-based compensation
|
|
0.1
|
|
|
10.4
|
|
|
—
|
|
|
(1.9
|
)
|
|
8.5
|
|
|
—
|
|
|
8.5
|
|
||||||
Stock options exercised
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||||
Adjustment for prior year business combination
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.8
|
|
|
1.8
|
|
||||||
Share Repurchase Program
|
|
(0.2
|
)
|
|
—
|
|
|
|
|
(6.7
|
)
|
|
(6.7
|
)
|
|
—
|
|
|
(6.7
|
)
|
|||||||
Net income
|
|
—
|
|
|
—
|
|
|
30.0
|
|
|
—
|
|
|
30.0
|
|
|
1.3
|
|
|
31.3
|
|
||||||
December 31, 2018
|
|
16.6
|
|
|
329.6
|
|
|
16.2
|
|
|
(33.4
|
)
|
|
312.4
|
|
|
24.8
|
|
|
337.2
|
|
||||||
Stock-based compensation
|
|
0.1
|
|
|
19.1
|
|
|
—
|
|
|
(3.2
|
)
|
|
15.9
|
|
|
—
|
|
|
15.9
|
|
||||||
Stock options exercised
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
14.9
|
|
|
—
|
|
|
14.9
|
|
|
1.4
|
|
|
16.3
|
|
||||||
December 31, 2019
|
|
16.7
|
|
|
$
|
348.9
|
|
|
$
|
31.1
|
|
|
$
|
(36.6
|
)
|
|
$
|
343.4
|
|
|
$
|
26.2
|
|
|
$
|
369.6
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
16.3
|
|
|
$
|
31.3
|
|
|
$
|
25.6
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
||||
Depreciation, depletion and amortization
|
|
93.2
|
|
|
91.8
|
|
|
67.8
|
|
|||
Amortization of debt issuance costs
|
|
1.8
|
|
|
1.8
|
|
|
2.0
|
|
|||
Change in value of contingent consideration
|
|
2.8
|
|
|
—
|
|
|
7.9
|
|
|||
Gain on sale of businesses and assets, net
|
|
(0.1
|
)
|
|
(15.3
|
)
|
|
(0.7
|
)
|
|||
Gains from eminent domain matter and property insurance claims
|
|
(6.0
|
)
|
|
—
|
|
|
—
|
|
|||
Impairment of goodwill and other assets
|
|
—
|
|
|
1.3
|
|
|
6.2
|
|
|||
Deferred income taxes
|
|
12.2
|
|
|
14.6
|
|
|
(3.4
|
)
|
|||
Provision for doubtful accounts and customer disputes
|
|
3.2
|
|
|
4.6
|
|
|
4.6
|
|
|||
Stock-based compensation
|
|
19.1
|
|
|
10.4
|
|
|
8.3
|
|
|||
Other, net
|
|
(2.2
|
)
|
|
(1.3
|
)
|
|
0.3
|
|
|||
Changes in assets and liabilities, excluding effects of acquisitions:
|
|
|
|
|
|
|
|
|
||||
Accounts receivable
|
|
(8.6
|
)
|
|
(16.9
|
)
|
|
(5.7
|
)
|
|||
Inventories
|
|
(7.8
|
)
|
|
(2.1
|
)
|
|
0.6
|
|
|||
Prepaid expenses and other current assets
|
|
8.8
|
|
|
(2.0
|
)
|
|
(2.8
|
)
|
|||
Other assets and liabilities
|
|
3.9
|
|
|
(3.0
|
)
|
|
2.6
|
|
|||
Accounts payable and accrued liabilities
|
|
2.2
|
|
|
7.6
|
|
|
(18.5
|
)
|
|||
Net cash provided by operating activities
|
|
138.8
|
|
|
122.8
|
|
|
94.8
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
||||
Purchases of property, plant and equipment
|
|
(42.7
|
)
|
|
(39.9
|
)
|
|
(42.7
|
)
|
|||
Payments for acquisitions, net of cash acquired
|
|
—
|
|
|
(72.3
|
)
|
|
(295.1
|
)
|
|||
Proceeds from sale of businesses and property, plant and equipment
|
|
2.9
|
|
|
20.7
|
|
|
3.5
|
|
|||
Proceeds from eminent domain matter and property insurance claims
|
|
6.0
|
|
|
2.6
|
|
|
—
|
|
|||
Purchase of environmental credits
|
|
—
|
|
|
(2.8
|
)
|
|
—
|
|
|||
Net cash used in investing activities
|
|
(33.8
|
)
|
|
(91.7
|
)
|
|
(334.3
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
||||
Proceeds from revolver borrowings
|
|
353.5
|
|
|
431.2
|
|
|
54.4
|
|
|||
Repayments of revolver borrowings
|
|
(368.5
|
)
|
|
(425.2
|
)
|
|
(45.4
|
)
|
|||
Proceeds from issuance of debt
|
|
—
|
|
|
—
|
|
|
211.5
|
|
|||
Proceeds from warrant and stock option exercises
|
|
0.2
|
|
|
0.1
|
|
|
2.7
|
|
|||
Payments of other long-term obligations
|
|
(33.4
|
)
|
|
(5.9
|
)
|
|
(9.0
|
)
|
|||
Payments for finance leases, promissory notes and other
|
|
(32.8
|
)
|
|
(29.6
|
)
|
|
(20.3
|
)
|
|||
Debt issuance costs
|
|
—
|
|
|
—
|
|
|
(4.5
|
)
|
|||
Payments for Share Repurchase Program
|
|
—
|
|
|
(6.7
|
)
|
|
—
|
|
|||
Shares redeemed for employee income tax obligations
|
|
(3.2
|
)
|
|
(1.9
|
)
|
|
(3.1
|
)
|
|||
Other proceeds
|
|
—
|
|
|
4.6
|
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
|
(84.2
|
)
|
|
(33.4
|
)
|
|
186.3
|
|
|||
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS
|
|
(0.2
|
)
|
|
(0.3
|
)
|
|
—
|
|
|||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
20.6
|
|
|
(2.6
|
)
|
|
(53.2
|
)
|
|||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
|
20.0
|
|
|
22.6
|
|
|
75.8
|
|
|||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
|
$
|
40.6
|
|
|
$
|
20.0
|
|
|
$
|
22.6
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
|
|
|
|
|
||||
Net cash paid for interest
|
|
$
|
45.5
|
|
|
$
|
45.5
|
|
|
$
|
41.0
|
|
Net cash paid (received) for income taxes
|
|
$
|
(7.3
|
)
|
|
$
|
2.5
|
|
|
$
|
28.1
|
|
|
|
|
|
|
|
|
||||||
Supplemental Disclosure of Non-cash Investing and Financing Activities:
|
|
|
|
|
|
|
||||||
Capital expenditures funded by finance leases and promissory notes
|
|
$
|
20.6
|
|
|
$
|
39.4
|
|
|
$
|
46.2
|
|
Acquisitions funded by contingent consideration and deferred payments
|
|
$
|
—
|
|
|
$
|
1.1
|
|
|
$
|
29.5
|
|
Class of Assets
|
|
Range of Service Lives
|
Buildings and land improvements
|
|
10 to 40 years
|
Machinery and equipment
|
|
10 to 30 years
|
Mixers, trucks and other vehicles
|
|
1 to 12 years
|
Other
|
|
3 to 10 years
|
•
|
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, and Texas Sand & Gravel Co., Inc. (collectively “Golden Spread”) located in Amarillo, Texas on March 2, 2018;
|
•
|
Leon River Aggregate Materials, LLC (“Leon River”) located in Proctor, Texas on August 29, 2018; and
|
•
|
Two individually immaterial ready-mixed concrete operations in our East Region and West Texas on March 5, 2018 and September 14, 2018, respectively.
|
($ in millions)
|
2018 Acquisitions
|
||
Inventory
|
$
|
1.1
|
|
Other current assets
|
0.1
|
|
|
Property, plant and equipment
|
37.4
|
|
|
Definite-lived intangible assets
|
19.8
|
|
|
Total assets acquired
|
58.4
|
|
|
Current liabilities
|
0.1
|
|
|
Other long-term liabilities
|
1.1
|
|
|
Total liabilities assumed
|
1.2
|
|
|
Goodwill
|
13.6
|
|
|
Total consideration (fair value)(1)
|
$
|
70.8
|
|
($ in millions)
|
Weighted Average Amortization Period (In Years)
|
|
Fair Value At Acquisition Date
|
||
Customer relationships
|
5.5
|
|
$
|
18.5
|
|
Non-competes
|
5.0
|
|
1.3
|
|
|
Total
|
|
|
$
|
19.8
|
|
2020
|
$
|
3.6
|
|
2021
|
2.8
|
|
|
2022
|
2.6
|
|
|
2023
|
1.6
|
|
|
2024
|
1.4
|
|
|
Thereafter
|
0.4
|
|
|
Total
|
$
|
12.4
|
|
($ in millions except per share)
|
2018
|
||
Revenue
|
$
|
1,523.2
|
|
Net income attributable to U.S. Concrete
|
$
|
29.4
|
|
|
|
||
Net income per share attributable to U.S. Concrete - basic
|
$
|
1.79
|
|
Net income per share attributable to U.S. Concrete - diluted
|
$
|
1.78
|
|
($ in millions)
|
2018
|
||
Increase in intangible amortization expense
|
$
|
(0.7
|
)
|
Exclusion of buyer transaction costs
|
0.7
|
|
|
Decrease in income tax expense
|
0.2
|
|
($ in millions)
|
|
2019
|
|
2018
|
||||
Balance, beginning of period
|
|
$
|
6.1
|
|
|
$
|
5.8
|
|
Provision for doubtful accounts and customer disputes
|
|
3.2
|
|
|
4.6
|
|
||
Uncollectible receivables written off, net of recoveries
|
|
(4.7
|
)
|
|
(4.3
|
)
|
||
Other adjustments
|
|
(0.6
|
)
|
|
—
|
|
||
Balance, end of period
|
|
$
|
4.0
|
|
|
$
|
6.1
|
|
|
|
December 31,
|
||||||
($ in millions)
|
|
2019
|
|
2018
|
||||
Raw materials
|
|
$
|
53.4
|
|
|
$
|
46.4
|
|
Building materials for resale
|
|
3.6
|
|
|
2.8
|
|
||
Other
|
|
2.0
|
|
|
2.0
|
|
||
Total
|
|
$
|
59.0
|
|
|
$
|
51.2
|
|
|
|
December 31,
|
||||||
($ in millions)
|
|
2019
|
|
2018
|
||||
Land and mineral deposits
|
|
$
|
313.0
|
|
|
$
|
310.4
|
|
Buildings and improvements
|
|
66.2
|
|
|
65.7
|
|
||
Machinery and equipment
|
|
295.7
|
|
|
266.2
|
|
||
Mixers, trucks and other vehicles
|
|
258.8
|
|
|
244.0
|
|
||
Other
|
|
1.9
|
|
|
1.7
|
|
||
Construction in progress
|
|
27.8
|
|
|
28.3
|
|
||
|
|
963.4
|
|
|
916.3
|
|
||
Less: accumulated depreciation, depletion and amortization
|
|
(289.9
|
)
|
|
(236.1
|
)
|
||
Total
|
|
$
|
673.5
|
|
|
$
|
680.2
|
|
|
|
December 31,
|
||||||||||
( in millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Goodwill, gross
|
|
$
|
245.3
|
|
|
$
|
245.1
|
|
|
$
|
210.5
|
|
Accumulated impairment
|
|
(5.8
|
)
|
|
(5.8
|
)
|
|
(5.8
|
)
|
|||
Goodwill, net
|
|
$
|
239.5
|
|
|
$
|
239.3
|
|
|
$
|
204.7
|
|
($ in millions)
|
|
Ready-Mixed Concrete Segment
|
|
Aggregate Products Segment
|
|
Other Non-Reportable Segments
|
|
Total
|
||||||||
Goodwill, net at December 31, 2017(1)
|
|
$
|
136.7
|
|
|
$
|
56.1
|
|
|
$
|
11.9
|
|
|
$
|
204.7
|
|
2018 acquisitions(1)
|
|
13.4
|
|
|
—
|
|
|
—
|
|
|
13.4
|
|
||||
Measurement period adjustments for prior year business combinations(2)
|
|
(0.3
|
)
|
|
30.1
|
|
|
(8.6
|
)
|
|
21.2
|
|
||||
Goodwill, net at December 31, 2018
|
|
149.8
|
|
|
86.2
|
|
|
3.3
|
|
|
239.3
|
|
||||
Measurement period adjustments for prior year business combinations
|
|
0.2
|
|
(3)
|
—
|
|
|
—
|
|
|
0.2
|
|
||||
Goodwill, net at December 31, 2019
|
|
$
|
150.0
|
|
|
$
|
86.2
|
|
|
$
|
3.3
|
|
|
$
|
239.5
|
|
(1)
|
$1.3 million and $0.8 million of goodwill was assigned to the ready-mixed concrete reporting unit as of the date certain operations that are accounted for in other non-reportable segments were acquired in 2017 and 2018, respectively, because it was determined that the goodwill would benefit the ready-mixed concrete operating segment.
|
(2)
|
Adjustments for certain 2017 acquisitions recorded during 2018 included $21.0 million of additional long-term obligations, of which $18.6 million related to deferred taxes attributable to fair value adjustments of Polaris's fixed assets as of the acquisition date; $2.8 million of assumed liabilities; $0.4 million of lower working capital; $2.7 million of additional property, plant, and equipment; $0.3 million of additional definite-lived intangible assets; and other various changes. The measurement period adjustments for certain 2017 acquisitions also included an $8.6 million reclassification of goodwill between the aggregate products segment and other non-reportable segments.
|
(3)
|
The fair value of property, plant and equipment acquired in 2018 was determined to be $0.2 million lower than the original estimate.
|
|
|
December 31, 2019
|
||||||||||||
($ in millions)
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Weighted Average Remaining Life (in Years)
|
||||||
Definite-lived intangible assets
|
|
|
|
|
|
|
|
|
||||||
Customer relationships
|
|
$
|
108.5
|
|
|
$
|
(59.7
|
)
|
|
$
|
48.8
|
|
|
3.9
|
Trade names
|
|
44.5
|
|
|
(13.6
|
)
|
|
30.9
|
|
|
19.1
|
|||
Non-competes
|
|
18.3
|
|
|
(15.3
|
)
|
|
3.0
|
|
|
2.4
|
|||
Leasehold interests
|
|
12.5
|
|
|
(6.7
|
)
|
|
5.8
|
|
|
5.4
|
|||
Favorable contract
|
|
4.0
|
|
|
(3.9
|
)
|
|
0.1
|
|
|
0.9
|
|||
Environmental credits
|
|
2.8
|
|
|
(0.2
|
)
|
|
2.6
|
|
|
16.0
|
|||
Total definite-lived intangible assets
|
|
190.6
|
|
|
(99.4
|
)
|
|
91.2
|
|
|
9.4
|
|||
Indefinite-lived intangible assets
|
|
|
|
|
|
|
|
|
||||||
Land rights(1)
|
|
1.2
|
|
|
—
|
|
|
1.2
|
|
|
|
|||
Total purchased intangible assets
|
|
$
|
191.8
|
|
|
$
|
(99.4
|
)
|
|
$
|
92.4
|
|
|
|
|
|
December 31, 2018
|
||||||||||||
($ in millions)
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Weighted Average Remaining Life (in Years)
|
||||||
Definite-lived intangible assets
|
|
|
|
|
|
|
|
|
||||||
Customer relationships
|
|
$
|
108.5
|
|
|
$
|
(43.1
|
)
|
|
$
|
65.4
|
|
|
4.7
|
Trade names
|
|
44.5
|
|
|
(11.1
|
)
|
|
33.4
|
|
|
19.6
|
|||
Non-competes
|
|
18.3
|
|
|
(12.1
|
)
|
|
6.2
|
|
|
2.6
|
|||
Leasehold interests
|
|
12.5
|
|
|
(5.1
|
)
|
|
7.4
|
|
|
5.9
|
|||
Favorable contract
|
|
4.0
|
|
|
(3.8
|
)
|
|
0.2
|
|
|
1.9
|
|||
Environmental credits
|
|
2.8
|
|
|
—
|
|
|
2.8
|
|
|
17.0
|
|||
Total definite-lived intangible assets
|
|
190.6
|
|
|
(75.2
|
)
|
|
115.4
|
|
|
9.8
|
|||
Indefinite-lived intangible assets
|
|
|
|
|
|
|
|
|
||||||
Land rights(1)
|
|
1.2
|
|
|
—
|
|
|
1.2
|
|
|
|
|||
Total purchased intangible assets
|
|
$
|
191.8
|
|
|
$
|
(75.2
|
)
|
|
$
|
116.6
|
|
|
|
2020
|
|
$
|
20.9
|
|
2021
|
|
18.6
|
|
|
2022
|
|
12.7
|
|
|
2023
|
|
6.3
|
|
|
2024
|
|
6.0
|
|
|
Thereafter
|
|
26.7
|
|
|
Total
|
|
$
|
91.2
|
|
|
|
December 31,
|
||||||
($ in millions)
|
|
2019
|
|
2018
|
||||
Compensation and benefits
|
|
$
|
11.9
|
|
|
$
|
12.8
|
|
Contingent consideration
|
|
10.8
|
|
|
36.2
|
|
||
Materials
|
|
9.8
|
|
|
10.9
|
|
||
Self-insurance reserves
|
|
9.2
|
|
|
8.7
|
|
||
Property, sales and other taxes
|
|
9.0
|
|
|
7.3
|
|
||
Interest
|
|
3.3
|
|
|
3.5
|
|
||
Deferred consideration
|
|
2.2
|
|
|
4.0
|
|
||
Other
|
|
7.3
|
|
|
12.9
|
|
||
Total
|
|
$
|
63.5
|
|
|
$
|
96.3
|
|
|
|
December 31,
|
||||||
($ in millions)
|
|
2019
|
|
2018
|
||||
Senior unsecured notes due 2024 and unamortized premium(1)
|
|
$
|
606.8
|
|
|
$
|
608.4
|
|
Asset based revolving credit facility
|
|
—
|
|
|
15.0
|
|
||
Finance leases
|
|
67.3
|
|
|
71.2
|
|
||
Promissory notes
|
|
20.4
|
|
|
28.5
|
|
||
Debt issuance costs
|
|
(7.2
|
)
|
|
(9.0
|
)
|
||
Total debt
|
|
687.3
|
|
|
714.1
|
|
||
Less: current maturities
|
|
(32.5
|
)
|
|
(30.8
|
)
|
||
Long-term debt, net of current maturities
|
|
$
|
654.8
|
|
|
$
|
683.3
|
|
(1)
|
The effective interest rate for these notes was 6.56% as of both December 31, 2019 and December 31, 2018.
|
2020
|
|
$
|
32.5
|
|
2021
|
|
26.9
|
|
|
2022
|
|
16.6
|
|
|
2023
|
|
9.4
|
|
|
2024
|
|
602.3
|
|
|
Thereafter
|
|
—
|
|
|
Total
|
|
$
|
687.7
|
|
•
|
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.
|
|
|
|
|
December 31,
|
|
||||||
Leases ($ in millions)
|
|
Balance Sheet Classification
|
|
2019
|
|
2018
|
|
||||
Assets:
|
|
|
|
|
|
|
|
||||
Operating lease assets
|
|
Operating lease assets
|
|
$
|
69.8
|
|
|
$
|
—
|
|
|
Finance lease assets
|
|
Property, plant and equipment, net
|
|
91.5
|
|
(1)
|
85.4
|
|
(2)
|
||
Total lease assets
|
|
|
|
$
|
161.3
|
|
|
$
|
85.4
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
|
|
||||
Operating
|
|
Current operating lease liabilities
|
|
$
|
12.9
|
|
|
$
|
—
|
|
|
Finance
|
|
Current maturities of long-term debt
|
|
24.2
|
|
|
20.2
|
|
|
||
Long-term liabilities:
|
|
|
|
|
|
|
|
||||
Operating
|
|
Long-term operating lease liabilities
|
|
59.7
|
|
|
—
|
|
|
||
Finance
|
|
Long-term debt, net of current maturities
|
|
43.1
|
|
|
51.0
|
|
|
||
Total lease liabilities
|
|
|
|
$
|
139.9
|
|
|
$
|
71.2
|
|
|
Lease Cost ($ in millions)
|
|
Statement of Operations Classification
|
|
2019
|
|
2018
|
|
2017
|
||||||
Operating lease cost
|
|
Selling, general and administrative expenses
|
|
$
|
24.2
|
|
(1)
|
$
|
23.4
|
|
|
$
|
20.7
|
|
Finance lease cost:
|
|
|
|
|
|
|
|
|
||||||
Amortization of leased assets
|
|
Depreciation, depletion and amortization
|
|
11.6
|
|
|
18.4
|
|
|
12.4
|
|
|||
Interest on lease liabilities
|
|
Interest expense, net
|
|
2.6
|
|
|
2.1
|
|
|
1.6
|
|
|||
Total finance lease cost
|
|
|
|
14.2
|
|
|
20.5
|
|
|
14.0
|
|
|||
Total
|
|
|
|
$
|
38.4
|
|
|
$
|
43.9
|
|
|
$
|
34.7
|
|
Maturity of Lease Liabilities ($ in millions)
|
|
Operating Leases
|
|
Finance Leases
|
|
Total
|
||||||
2020
|
|
$
|
16.9
|
|
|
$
|
26.8
|
|
|
$
|
43.7
|
|
2021
|
|
15.8
|
|
|
21.1
|
|
|
36.9
|
|
|||
2022
|
|
12.5
|
|
|
13.6
|
|
|
26.1
|
|
|||
2023
|
|
10.9
|
|
|
8.1
|
|
|
19.0
|
|
|||
2024
|
|
10.2
|
|
|
1.9
|
|
|
12.1
|
|
|||
Thereafter
|
|
24.9
|
|
|
—
|
|
|
24.9
|
|
|||
Total lease payments
|
|
91.2
|
|
|
71.5
|
|
|
162.7
|
|
|||
Less interest
|
|
18.6
|
|
|
4.2
|
|
|
22.8
|
|
|||
Present value of lease liabilities
|
|
$
|
72.6
|
|
|
$
|
67.3
|
|
|
$
|
139.9
|
|
Lease Term and Discount Rate
|
|
December 31, 2019
|
Weighted-average remaining lease term (years):
|
|
|
Operating leases
|
|
6.6
|
Finance leases
|
|
3.4
|
Weighted-average discount rate:
|
|
|
Operating leases
|
|
6.2%
|
Finance leases
|
|
3.8%
|
Other Information ($ in millions)
|
|
2019
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
||
Operating cash flows for operating leases
|
|
$
|
17.7
|
|
Operating cash flows for finance leases
|
|
2.6
|
|
|
Financing cash flows for finance leases
|
|
22.0
|
|
|
Net assets obtained in exchange for finance lease liabilities
|
|
18.1
|
|
|
Net right-of-use assets obtained in exchange for operating lease liabilities
|
|
8.2
|
|
|
|
December 31,
|
||||||
($ in millions)
|
|
2019
|
|
2018
|
||||
Self-insurance reserves
|
|
$
|
16.9
|
|
|
$
|
13.9
|
|
Contingent consideration
|
|
16.4
|
|
|
24.5
|
|
||
Asset retirement obligations
|
|
5.2
|
|
|
4.2
|
|
||
Income taxes
|
|
4.9
|
|
|
5.7
|
|
||
Deferred consideration
|
|
0.6
|
|
|
2.9
|
|
||
Other
|
|
5.1
|
|
|
3.6
|
|
||
Total
|
|
$
|
49.1
|
|
|
$
|
54.8
|
|
($ in millions)
|
|
December 31, 2019
|
||
Valuation Inputs
|
|
Discounted Cash Flow Technique(1)
|
||
Fair value
|
|
$
|
27.2
|
|
Discount rate
|
|
3.70% - 7.46%
|
|
|
Payment cap
|
|
$
|
28.8
|
|
Expected payment period remaining (in years)
|
|
0-3
|
||
Management projections of the payout criteria
|
|
EBITDA/Volumes
|
(1)
|
Includes acquisition-related contingent consideration that was estimated using the Monte Carlo simulation model and income approach in 2018. The change from the Monte Carlo simulation model and income approach to discounted cash flow technique was due to the proximity to the measurement period end, which resulted in increased certainty in achieving the maximum payout.
|
($ in millions)
|
|
December 31, 2018
|
||||||||||
Valuation Inputs
|
|
Monte Carlo Simulation
|
|
Income Approach
|
|
Discounted Cash Flow Technique
|
||||||
Fair value
|
|
$
|
33.2
|
|
|
$
|
26.5
|
|
|
$
|
1.0
|
|
Discount rate
|
|
10.75% - 12.25%
|
|
|
3.70% - 5.00%
|
|
|
6.03% - 15.75%
|
|
|||
Payment cap
|
|
$
|
37.3
|
|
|
$
|
27.3
|
|
|
$
|
1.1
|
|
Expected payment period remaining (in years)
|
|
1-3
|
|
|
1
|
|
|
1-4
|
|
|||
Management projections of the payout criteria
|
|
EBITDA/Volumes
|
|
Permitted reserves/Volumes
|
|
Volumes
|
($ in millions)
|
Contingent Consideration
|
||
Balance at December 31, 2017
|
$
|
61.8
|
|
2018 acquisitions
|
1.1
|
|
|
Payments
|
(2.2
|
)
|
|
Balance at December 31, 2018
|
60.7
|
|
|
Increase in contingent consideration valuation
|
2.8
|
|
|
Payments
|
(36.3
|
)
|
|
Balance at December 31, 2019
|
$
|
27.2
|
|
|
|
2019
|
Expected term (years)
|
|
0.0 - 0.5
|
Expected volatility
|
|
41.1%
|
Risk-free interest rate
|
|
2.1%
|
Vesting price(1)
|
|
$45.90 - $58.60
|
Weighted average grant date fair value per share
|
|
$39.60 - $48.75
|
(1)
|
The vesting price is the average of the daily volume-weighted average share price of our common stock over any period of 20 consecutive trading days within the three-year period beginning on the date of grant. These hurdles were established on March 1, 2019.
|
|
|
Number
of Units |
|
|
Weighted Average
Grant Date Fair Value Per Share |
|||
Unvested RSUs outstanding at beginning of period
|
|
22
|
|
|
|
$
|
49.94
|
|
Granted
|
|
474
|
|
(1)
|
|
46.26
|
|
|
Vested
|
|
(144
|
)
|
|
|
47.16
|
|
|
Forfeited
|
|
(21
|
)
|
|
|
45.65
|
|
|
Unvested RSUs outstanding at end of period
|
|
331
|
|
|
|
$
|
46.15
|
|
(1)
|
Reflects the 2019 RSU Grant at the maximum 200% of the target.
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Weighted average fair value per share on grant date(1)
|
|
$
|
46.26
|
|
|
$
|
49.94
|
|
|
$
|
76.30
|
|
Fair value of vested units (in millions)
|
|
$
|
6.8
|
|
|
$
|
0.8
|
|
|
$
|
0.8
|
|
(1)
|
The fair value was determined based upon the closing price of our common stock on the effective date of the grant.
|
|
|
Number
of Shares |
|
Weighted
Average Grant Date Fair Value Per Share |
|||
Unvested restricted stock awards outstanding at beginning of period
|
|
326
|
|
|
$
|
59.93
|
|
Granted
|
|
—
|
|
|
—
|
|
|
Vested
|
|
(97
|
)
|
|
64.04
|
|
|
Forfeited
|
|
(21
|
)
|
|
57.40
|
|
|
Unvested restricted stock awards outstanding at end of period
|
|
208
|
|
|
$
|
58.20
|
|
|
|
2018
|
|
2017
|
Expected term (years)
|
|
0.7 - 0.9
|
|
0.6 - 0.9
|
Expected volatility
|
|
40.4%
|
|
36.9%
|
Risk-free interest rate
|
|
2.4%
|
|
1.7%
|
Vesting price(1)
|
|
$91.10 - $99.10
|
|
$82.50 - $91.75
|
Weighted average grant date fair value per share
|
|
$48.14 - $52.81
|
|
$44.96 - $51.31
|
(1)
|
The vesting price is the average of the daily volume-weighted average share price of our common stock over any period of 20 consecutive trading days within the three-year period beginning on the date of grant.
|
($ in millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Income (loss) before income taxes:
|
|
|
|
|
|
||||||
U.S.
|
$
|
16.3
|
|
|
$
|
43.4
|
|
|
$
|
51.0
|
|
Non-U.S.
|
12.3
|
|
|
4.7
|
|
|
(12.4
|
)
|
|||
Total income from continuing operations before income taxes
|
$
|
28.6
|
|
|
$
|
48.1
|
|
|
$
|
38.6
|
|
($ in millions)
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
Tax expense at statutory rate
|
$
|
6.0
|
|
|
21.0
|
%
|
|
$
|
10.1
|
|
|
21.0
|
%
|
|
$
|
13.5
|
|
|
35.0
|
%
|
Add (deduct):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rates different from statutory(1)
|
(1.3
|
)
|
|
(4.5
|
)
|
|
(0.9
|
)
|
|
(1.9
|
)
|
|
2.3
|
|
|
5.9
|
|
|||
Statutory income tax change
|
—
|
|
|
—
|
|
|
2.1
|
|
|
4.4
|
|
|
(7.6
|
)
|
|
(19.6
|
)
|
|||
State income taxes
|
1.5
|
|
|
5.2
|
|
|
0.8
|
|
|
1.7
|
|
|
3.5
|
|
|
9.1
|
|
|||
Nondeductible items
|
1.3
|
|
|
4.5
|
|
|
1.3
|
|
|
2.7
|
|
|
3.1
|
|
|
7.9
|
|
|||
GILTI inclusion(2)
|
0.2
|
|
|
0.7
|
|
|
1.1
|
|
|
2.3
|
|
|
—
|
|
|
—
|
|
|||
Unrecognized tax benefit relating to warrants(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.7
|
|
|||
Valuation allowance
|
5.8
|
|
|
20.3
|
|
|
4.7
|
|
|
9.8
|
|
|
(2.5
|
)
|
|
(6.6
|
)
|
|||
Unrecognized tax benefit
|
(0.1
|
)
|
|
(0.4
|
)
|
|
(2.2
|
)
|
|
(4.7
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
(1.1
|
)
|
|
(3.8
|
)
|
|
(0.2
|
)
|
|
(0.4
|
)
|
|
(0.2
|
)
|
|
(0.5
|
)
|
|||
Income tax expense on continuing operations
|
$
|
12.3
|
|
|
43.0
|
%
|
|
$
|
16.8
|
|
|
34.9
|
%
|
|
$
|
12.4
|
|
|
31.9
|
%
|
(1)
|
Includes differences between the U.S. federal tax rates and the rates in Canada and the U.S. Virgin Islands.
|
(2)
|
In accordance with FASB Staff Q&A, Topic 740, No. 5, we have elected to treat the income tax impact of GILTI as a period cost.
|
(3)
|
Non-cash impacts of changes in the derivative liabilities that we had from our warrants that expired in August 2017 were not recognized for purposes of calculating our tax provision; instead, they were treated as an unrecognized tax benefit. Further, exercises of the warrants were also treated as an unrecognized tax benefit for purposes of calculating our tax provision.
|
($ in millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Current:
|
|
|
|
|
|
|
||||||
U.S. Federal
|
|
$
|
(1.9
|
)
|
|
$
|
2.2
|
|
|
$
|
8.9
|
|
U.S. State
|
|
1.9
|
|
|
(0.2
|
)
|
|
7.0
|
|
|||
Non-U.S.
|
|
0.1
|
|
|
0.2
|
|
|
(0.1
|
)
|
|||
|
|
0.1
|
|
|
2.2
|
|
|
15.8
|
|
|||
Deferred:
|
|
|
|
|
|
|
|
|
||||
U.S. Federal
|
|
$
|
9.6
|
|
|
$
|
14.2
|
|
|
$
|
(0.6
|
)
|
U.S. State
|
|
0.6
|
|
|
(0.2
|
)
|
|
(3.5
|
)
|
|||
Non-U.S.
|
|
2.0
|
|
|
0.6
|
|
|
0.7
|
|
|||
|
|
12.2
|
|
|
14.6
|
|
|
(3.4
|
)
|
|||
Income tax expense on continuing operations
|
|
$
|
12.3
|
|
|
$
|
16.8
|
|
|
$
|
12.4
|
|
|
|
December 31,
|
||||||
($ in millions)
|
|
2019
|
|
2018
|
||||
Deferred tax assets:
|
|
|
|
|
|
|
||
Goodwill and other intangibles
|
|
$
|
8.3
|
|
|
$
|
8.4
|
|
Inventory
|
|
1.3
|
|
|
2.8
|
|
||
Accrued insurance
|
|
5.2
|
|
|
4.6
|
|
||
Stock compensation
|
|
3.5
|
|
|
2.5
|
|
||
Interest limitation carryover
|
|
10.4
|
|
|
6.6
|
|
||
Start-up acquisition costs
|
|
2.8
|
|
|
2.7
|
|
||
Other accrued expenses
|
|
3.4
|
|
|
3.4
|
|
||
Operating lease liabilities
|
|
18.1
|
|
|
—
|
|
||
Net operating loss ("NOL") carryforwards
|
|
11.3
|
|
|
8.4
|
|
||
Property, plant and equipment, net - Polaris
|
|
3.3
|
|
|
2.9
|
|
||
Other
|
|
1.9
|
|
|
3.7
|
|
||
Total gross deferred tax assets
|
|
69.5
|
|
|
46.0
|
|
||
Valuation allowance
|
|
(15.1
|
)
|
|
(9.2
|
)
|
||
Net deferred tax assets
|
|
54.4
|
|
|
36.8
|
|
||
Deferred income tax liabilities:
|
|
|
|
|
||||
Property, plant and equipment, net - non-Polaris
|
|
(56.4
|
)
|
|
(46.1
|
)
|
||
Partnership outside basis
|
|
(28.2
|
)
|
|
(26.7
|
)
|
||
Depletion
|
|
—
|
|
|
(1.6
|
)
|
||
Operating lease assets
|
|
(17.9
|
)
|
|
—
|
|
||
Other
|
|
(2.2
|
)
|
|
(0.4
|
)
|
||
Total gross deferred tax liabilities
|
|
(104.7
|
)
|
|
(74.8
|
)
|
||
Net deferred tax liability(1)
|
|
$
|
(50.3
|
)
|
|
$
|
(38.0
|
)
|
(1)
|
At December 31, 2019, our state deferred tax asset of $4.5 million was classified as a non-current asset, and our U.S. and foreign deferred tax liability of $54.8 million was classified as a non-current liability. At December 31, 2018, our state deferred tax asset of $5.1 million was classified as a non-current asset, and our U.S. and foreign deferred tax liability of $43.1 million was classified as a non-current liability.
|
($ in millions)
|
|
2019
|
|
2018
|
|
2017
|
||||||
Unrecognized tax benefits at January 1
|
|
$
|
4.6
|
|
|
$
|
6.2
|
|
|
$
|
43.0
|
|
Additions for tax positions related to current year
|
|
0.5
|
|
|
0.5
|
|
|
6.8
|
|
|||
Additions for tax positions related to prior year
|
|
7.4
|
|
|
—
|
|
|
—
|
|
|||
Reductions - current year decrease
|
|
—
|
|
|
—
|
|
|
(5.4
|
)
|
|||
Reductions - prior year decrease
|
|
(1.2
|
)
|
|
—
|
|
|
(38.2
|
)
|
|||
Lapse of statute of limitations
|
|
—
|
|
|
(2.1
|
)
|
|
—
|
|
|||
Unrecognized tax benefits at December 31
|
|
$
|
11.3
|
|
|
$
|
4.6
|
|
|
$
|
6.2
|
|
(in millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Numerator for basic and diluted earnings per share:
|
|
|
|
|
|
||||||
Income from continuing operations attributable to U.S. Concrete
|
$
|
14.9
|
|
|
$
|
30.0
|
|
|
$
|
26.1
|
|
Loss from discontinued operations, net of taxes
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|||
Net income attributable to U.S. Concrete
|
$
|
14.9
|
|
|
$
|
30.0
|
|
|
$
|
25.5
|
|
|
|
|
|
|
|
||||||
Denominator for diluted earnings per share:
|
|
|
|
|
|
||||||
Basic weighted average common shares outstanding
|
16.4
|
|
|
16.5
|
|
|
15.9
|
|
|||
Restricted stock awards and RSUs
|
—
|
|
|
—
|
|
|
0.1
|
|
|||
Warrants
|
—
|
|
|
—
|
|
|
0.6
|
|
|||
Diluted weighted average common shares outstanding
|
16.4
|
|
|
16.5
|
|
|
16.6
|
|
Pension Fund
|
|
EIN/PPN
|
|
Pension
Protection Act Zone Status |
|
FIP/RP
Status Pending/ Implemented |
|
Contributions
(in millions) |
|
Surcharge
Imposed |
|
Expiration
Date of Collective Bargaining Agreement |
||||||||||||
|
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
2017
|
|
|
|||||||||||
Western Conference of Teamsters Pension Plan
|
|
91-6145047/001
|
|
Green
|
|
Green
|
|
No
|
|
$
|
6.2
|
|
|
$
|
5.9
|
|
|
$
|
5.3
|
|
|
No
|
|
6/30/2020 to 8/27/2023
|
Local 282 Pension Trust Fund
|
|
11-6245313/001
|
|
Green
|
|
Green
|
|
No
|
|
4.3
|
|
|
4.4
|
|
|
4.8
|
|
|
No
|
|
6/30/2020 to 6/30/2024
|
|||
Pension Trust Fund For Operating Engineers
|
|
94-6090764/001
|
|
Orange
|
|
Red
|
|
No
|
|
1.2
|
|
|
1.2
|
|
|
1.1
|
|
|
No
|
|
6/30/2021
|
|||
Trucking Employees of North Jersey Pension Fund
|
|
22-6063702/001
|
|
Red
|
|
Red
|
|
Yes
|
|
0.7
|
|
|
0.6
|
|
|
0.7
|
|
|
No
|
|
4/30/2023
|
|||
Other (1)
|
|
Various
|
|
Various
|
|
Various
|
|
Various
|
|
2.1
|
|
|
2.0
|
|
|
1.9
|
|
|
No
|
|
4/30/2018 to
7/31/2024 |
|||
Total
|
|
|
|
|
|
|
|
|
|
$
|
14.5
|
|
|
$
|
14.1
|
|
|
$
|
13.8
|
|
|
|
|
|
(1)
|
We were actively negotiating the Collective Bargaining Agreement for two of these plans as of December 31, 2019.
|
|
|
2019
|
||||||||||||||
($ in millions except per share data)
|
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
||||||||
Revenue
|
|
$
|
333.1
|
|
|
$
|
367.5
|
|
|
$
|
408.9
|
|
|
$
|
369.2
|
|
Operating income
|
|
$
|
7.9
|
|
|
$
|
6.0
|
|
|
$
|
33.3
|
|
|
$
|
18.0
|
|
Net income (loss)
|
|
$
|
(2.6
|
)
|
|
$
|
0.9
|
|
|
$
|
13.6
|
|
|
$
|
4.4
|
|
Net income (loss) attributable to U.S. Concrete
|
|
$
|
(2.7
|
)
|
|
$
|
0.7
|
|
|
$
|
13.0
|
|
|
$
|
3.9
|
|
Net income (loss) per share attributable to U.S. Concrete - basic
|
|
$
|
(0.16
|
)
|
|
$
|
0.04
|
|
|
$
|
0.79
|
|
|
$
|
0.24
|
|
Net income (loss) per share attributable to U.S. Concrete - diluted
|
|
$
|
(0.16
|
)
|
|
$
|
0.04
|
|
|
$
|
0.79
|
|
|
$
|
0.23
|
|
|
|
2018
|
||||||||||||||
($ in millions except per share)
|
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
||||||||
Revenue
|
|
$
|
327.8
|
|
|
$
|
404.2
|
|
|
$
|
404.3
|
|
|
$
|
370.1
|
|
Operating income
|
|
$
|
7.6
|
|
|
$
|
30.6
|
|
|
$
|
35.0
|
|
|
$
|
16.7
|
|
Net income (loss)
|
|
$
|
(3.9
|
)
|
|
$
|
16.3
|
|
|
$
|
15.8
|
|
|
$
|
3.1
|
|
Net income (loss) attributable to U.S. Concrete
|
|
$
|
(3.9
|
)
|
|
$
|
16.3
|
|
|
$
|
15.6
|
|
|
$
|
2.0
|
|
Net income (loss) per share attributable to U.S. Concrete - basic
|
|
$
|
(0.23
|
)
|
|
$
|
0.99
|
|
|
$
|
0.95
|
|
|
$
|
0.12
|
|
Net income (loss) per share attributable to U.S. Concrete - diluted
|
|
$
|
(0.23
|
)
|
|
$
|
0.99
|
|
|
$
|
0.94
|
|
|
$
|
0.12
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Revenue:
|
|
|
|
|
|
|
||||||
Ready-mixed concrete
|
|
|
|
|
|
|
||||||
Sales to external customers
|
|
$
|
1,278.6
|
|
|
$
|
1,306.5
|
|
|
$
|
1,213.0
|
|
Aggregate products
|
|
|
|
|
|
|
||||||
Sales to external customers
|
|
141.7
|
|
|
136.5
|
|
|
49.8
|
|
|||
Intersegment sales
|
|
53.5
|
|
|
46.1
|
|
|
40.9
|
|
|||
Total aggregate products
|
|
195.2
|
|
|
182.6
|
|
|
90.7
|
|
|||
Total reportable segment revenue
|
|
1,473.8
|
|
|
1,489.1
|
|
|
1,303.7
|
|
|||
Other products and eliminations
|
|
4.9
|
|
|
17.3
|
|
|
32.3
|
|
|||
Total revenue
|
|
$
|
1,478.7
|
|
|
$
|
1,506.4
|
|
|
$
|
1,336.0
|
|
|
|
|
|
|
|
|
||||||
Reportable Segment Adjusted EBITDA:
|
|
|
|
|
|
|
||||||
Ready-mixed concrete
|
|
$
|
157.7
|
|
|
$
|
179.2
|
|
|
$
|
185.8
|
|
Aggregate products
|
|
53.8
|
|
|
41.6
|
|
|
27.2
|
|
|||
Total reportable segment Adjusted EBITDA
|
|
$
|
211.5
|
|
|
$
|
220.8
|
|
|
$
|
213.0
|
|
|
|
|
|
|
|
|
||||||
Reconciliation of Total Reportable Segment Adjusted EBITDA to Income From Continuing Operations:
|
|
|
|
|
|
|
||||||
Total reportable segment Adjusted EBITDA
|
|
$
|
211.5
|
|
|
$
|
220.8
|
|
|
$
|
213.0
|
|
Other products and eliminations income from operations
|
|
3.3
|
|
|
21.7
|
|
|
10.8
|
|
|||
Corporate overhead
|
|
(59.5
|
)
|
|
(54.9
|
)
|
|
(56.3
|
)
|
|||
Depreciation, depletion and amortization for reportable segments
|
|
(86.1
|
)
|
|
(85.8
|
)
|
|
(63.1
|
)
|
|||
Interest expense, net
|
|
(46.1
|
)
|
|
(46.4
|
)
|
|
(42.1
|
)
|
|||
Eminent domain matter
|
|
5.3
|
|
|
(0.7
|
)
|
|
—
|
|
|||
Hurricane-related gains (losses) for reportable segments, net
|
|
2.1
|
|
|
0.8
|
|
|
(3.0
|
)
|
|||
Change in value of contingent consideration for reportable segments
|
|
(2.8
|
)
|
|
—
|
|
|
(7.9
|
)
|
|||
Loss on mixer truck fire
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|||
Litigation settlement costs
|
|
(0.3
|
)
|
|
(2.1
|
)
|
|
—
|
|
|||
Acquisition-related costs, net
|
|
1.0
|
|
|
(1.4
|
)
|
|
—
|
|
|||
Impairment of goodwill and other assets
|
|
—
|
|
|
(1.3
|
)
|
|
(6.2
|
)
|
|||
Quarry dredge costs for specific event for reportable segments
|
|
—
|
|
|
(1.1
|
)
|
|
(3.4
|
)
|
|||
Purchase accounting adjustments for inventory
|
|
—
|
|
|
(0.8
|
)
|
|
(1.3
|
)
|
|||
Corporate derivative loss
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|||
Corporate, other products and eliminations other loss (income), net
|
|
0.9
|
|
|
(0.7
|
)
|
|
(1.1
|
)
|
|||
Income from continuing operations before income taxes
|
|
28.6
|
|
|
48.1
|
|
|
38.6
|
|
|||
Income tax expense
|
|
12.3
|
|
|
16.8
|
|
|
12.4
|
|
|||
Income from continuing operations
|
|
$
|
16.3
|
|
|
$
|
31.3
|
|
|
$
|
26.2
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Capital Expenditures:
|
|
|
|
|
|
|
||||||
Ready-mixed concrete
|
|
$
|
18.0
|
|
|
$
|
24.0
|
|
|
$
|
21.7
|
|
Aggregate products
|
|
23.6
|
|
|
13.8
|
|
|
18.9
|
|
|||
Other products and corporate
|
|
1.1
|
|
|
2.1
|
|
|
2.1
|
|
|||
Total capital expenditures
|
|
$
|
42.7
|
|
|
$
|
39.9
|
|
|
$
|
42.7
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Revenue by Product:
|
|
|
|
|
|
|
||||||
Ready-mixed concrete
|
|
$
|
1,278.6
|
|
|
$
|
1,306.5
|
|
|
$
|
1,213.0
|
|
Aggregate products
|
|
141.7
|
|
|
136.5
|
|
|
49.8
|
|
|||
Aggregates distribution
|
|
22.5
|
|
|
22.7
|
|
|
30.6
|
|
|||
Building materials
|
|
28.9
|
|
|
26.2
|
|
|
24.4
|
|
|||
Lime
|
|
—
|
|
|
7.4
|
|
|
9.9
|
|
|||
Hauling
|
|
4.3
|
|
|
4.8
|
|
|
5.6
|
|
|||
Other
|
|
2.7
|
|
|
2.3
|
|
|
2.7
|
|
|||
Total revenue
|
|
$
|
1,478.7
|
|
|
$
|
1,506.4
|
|
|
$
|
1,336.0
|
|
|
|
December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Identifiable Property, Plant and Equipment Assets:
|
|
|
|
|
|
|
||||||
Ready-mixed concrete
|
|
$
|
286.4
|
|
|
$
|
295.5
|
|
|
$
|
266.6
|
|
Aggregate products
|
|
359.6
|
|
|
355.0
|
|
|
342.1
|
|
|||
Other products and corporate
|
|
27.5
|
|
|
29.7
|
|
|
27.6
|
|
|||
Total identifiable assets
|
|
$
|
673.5
|
|
|
$
|
680.2
|
|
|
$
|
636.3
|
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
U.S. Concrete Consolidated
|
||||||||||
ASSETS
|
||||||||||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
29.0
|
|
|
$
|
11.6
|
|
|
$
|
—
|
|
|
$
|
40.6
|
|
Trade accounts receivable, net
|
|
—
|
|
|
216.6
|
|
|
16.5
|
|
|
—
|
|
|
233.1
|
|
|||||
Inventories
|
|
—
|
|
|
45.9
|
|
|
13.1
|
|
|
—
|
|
|
59.0
|
|
|||||
Other receivables
|
|
15.1
|
|
|
6.3
|
|
|
0.3
|
|
|
(13.3
|
)
|
|
8.4
|
|
|||||
Prepaid expenses and other
|
|
—
|
|
|
7.3
|
|
|
0.6
|
|
|
—
|
|
|
7.9
|
|
|||||
Intercompany receivables
|
|
8.9
|
|
|
—
|
|
|
0.3
|
|
|
(9.2
|
)
|
|
—
|
|
|||||
Total current assets
|
|
24.0
|
|
|
305.1
|
|
|
42.4
|
|
|
(22.5
|
)
|
|
349.0
|
|
|||||
Property, plant and equipment, net
|
|
—
|
|
|
470.3
|
|
|
203.2
|
|
|
—
|
|
|
673.5
|
|
|||||
Operating lease assets
|
|
—
|
|
|
55.8
|
|
|
14.0
|
|
|
—
|
|
|
69.8
|
|
|||||
Goodwill
|
|
—
|
|
|
155.7
|
|
|
83.8
|
|
|
—
|
|
|
239.5
|
|
|||||
Intangible assets, net
|
|
—
|
|
|
88.2
|
|
|
4.2
|
|
|
—
|
|
|
92.4
|
|
|||||
Investment in subsidiaries
|
|
642.6
|
|
|
—
|
|
|
—
|
|
|
(642.6
|
)
|
|
—
|
|
|||||
Long-term intercompany receivables
|
|
281.8
|
|
|
—
|
|
|
5.3
|
|
|
(287.1
|
)
|
|
—
|
|
|||||
Other assets
|
|
—
|
|
|
8.0
|
|
|
1.1
|
|
|
—
|
|
|
9.1
|
|
|||||
Total assets
|
|
$
|
948.4
|
|
|
$
|
1,083.1
|
|
|
$
|
354.0
|
|
|
$
|
(952.2
|
)
|
|
$
|
1,433.3
|
|
LIABILITIES AND EQUITY
|
||||||||||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
|
$
|
—
|
|
|
$
|
134.4
|
|
|
$
|
2.0
|
|
|
$
|
—
|
|
|
$
|
136.4
|
|
Accrued liabilities
|
|
4.3
|
|
|
64.0
|
|
|
8.5
|
|
|
(13.3
|
)
|
|
63.5
|
|
|||||
Current maturities of long-term debt
|
|
0.3
|
|
|
31.7
|
|
|
0.5
|
|
|
—
|
|
|
32.5
|
|
|||||
Current operating lease liabilities
|
|
—
|
|
|
11.2
|
|
|
1.7
|
|
|
—
|
|
|
12.9
|
|
|||||
Intercompany payables
|
|
—
|
|
|
—
|
|
|
9.2
|
|
|
(9.2
|
)
|
|
—
|
|
|||||
Total current liabilities
|
|
4.6
|
|
|
241.3
|
|
|
21.9
|
|
|
(22.5
|
)
|
|
245.3
|
|
|||||
Long-term debt, net of current maturities
|
|
600.4
|
|
|
52.9
|
|
|
1.5
|
|
|
—
|
|
|
654.8
|
|
|||||
Long-term operating lease liabilities
|
|
—
|
|
|
47.1
|
|
|
12.6
|
|
|
—
|
|
|
59.7
|
|
|||||
Other long-term obligations and deferred credits
|
|
—
|
|
|
44.2
|
|
|
4.9
|
|
|
—
|
|
|
49.1
|
|
|||||
Deferred income taxes
|
|
—
|
|
|
28.9
|
|
|
25.9
|
|
|
—
|
|
|
54.8
|
|
|||||
Long-term intercompany payables
|
|
—
|
|
|
170.4
|
|
|
116.7
|
|
|
(287.1
|
)
|
|
—
|
|
|||||
Total liabilities
|
|
605.0
|
|
|
584.8
|
|
|
183.5
|
|
|
(309.6
|
)
|
|
1,063.7
|
|
|||||
Total shareholders' equity
|
|
343.4
|
|
|
498.3
|
|
|
144.3
|
|
|
(642.6
|
)
|
|
343.4
|
|
|||||
Non-controlling interest
|
|
—
|
|
|
—
|
|
|
26.2
|
|
|
—
|
|
|
26.2
|
|
|||||
Total equity
|
|
343.4
|
|
|
498.3
|
|
|
170.5
|
|
|
(642.6
|
)
|
|
369.6
|
|
|||||
Total liabilities and equity
|
|
$
|
948.4
|
|
|
$
|
1,083.1
|
|
|
$
|
354.0
|
|
|
$
|
(952.2
|
)
|
|
$
|
1,433.3
|
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
U.S. Concrete Consolidated
|
||||||||||
ASSETS
|
||||||||||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
10.8
|
|
|
$
|
9.2
|
|
|
$
|
—
|
|
|
$
|
20.0
|
|
Trade accounts receivable, net
|
|
—
|
|
|
219.7
|
|
|
6.9
|
|
|
—
|
|
|
226.6
|
|
|||||
Inventories
|
|
—
|
|
|
42.4
|
|
|
8.8
|
|
|
—
|
|
|
51.2
|
|
|||||
Other receivables
|
|
11.1
|
|
|
7.0
|
|
|
0.3
|
|
|
—
|
|
|
18.4
|
|
|||||
Prepaid expenses and other
|
|
—
|
|
|
7.1
|
|
|
0.8
|
|
|
—
|
|
|
7.9
|
|
|||||
Intercompany receivables
|
|
9.7
|
|
|
—
|
|
|
0.3
|
|
|
(10.0
|
)
|
|
—
|
|
|||||
Total current assets
|
|
20.8
|
|
|
287.0
|
|
|
26.3
|
|
|
(10.0
|
)
|
|
324.1
|
|
|||||
Property, plant and equipment, net
|
|
—
|
|
|
468.3
|
|
|
211.9
|
|
|
—
|
|
|
680.2
|
|
|||||
Goodwill
|
|
—
|
|
|
155.5
|
|
|
83.8
|
|
|
—
|
|
|
239.3
|
|
|||||
Intangible assets, net
|
|
—
|
|
|
111.8
|
|
|
4.8
|
|
|
—
|
|
|
116.6
|
|
|||||
Investment in subsidiaries
|
|
604.1
|
|
|
—
|
|
|
—
|
|
|
(604.1
|
)
|
|
—
|
|
|||||
Long-term intercompany receivables
|
|
308.9
|
|
|
—
|
|
|
1.1
|
|
|
(310.0
|
)
|
|
—
|
|
|||||
Other assets
|
|
—
|
|
|
10.8
|
|
|
0.3
|
|
|
—
|
|
|
11.1
|
|
|||||
Total assets
|
|
$
|
933.8
|
|
|
$
|
1,033.4
|
|
|
$
|
328.2
|
|
|
$
|
(924.1
|
)
|
|
$
|
1,371.3
|
|
LIABILITIES AND EQUITY
|
||||||||||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
|
$
|
—
|
|
|
$
|
122.4
|
|
|
$
|
3.4
|
|
|
$
|
—
|
|
|
$
|
125.8
|
|
Accrued liabilities
|
|
4.7
|
|
|
83.2
|
|
|
8.4
|
|
|
—
|
|
|
96.3
|
|
|||||
Current maturities of long-term debt
|
|
0.3
|
|
|
29.9
|
|
|
0.6
|
|
|
—
|
|
|
30.8
|
|
|||||
Intercompany payables
|
|
—
|
|
|
—
|
|
|
10.0
|
|
|
(10.0
|
)
|
|
—
|
|
|||||
Total current liabilities
|
|
5.0
|
|
|
235.5
|
|
|
22.4
|
|
|
(10.0
|
)
|
|
252.9
|
|
|||||
Long-term debt, net of current maturities
|
|
615.5
|
|
|
67.6
|
|
|
0.2
|
|
|
—
|
|
|
683.3
|
|
|||||
Other long-term obligations and deferred credits
|
|
0.9
|
|
|
51.0
|
|
|
2.9
|
|
|
—
|
|
|
54.8
|
|
|||||
Deferred income taxes
|
|
—
|
|
|
22.4
|
|
|
20.7
|
|
|
—
|
|
|
43.1
|
|
|||||
Long-term intercompany payables
|
|
—
|
|
|
188.7
|
|
|
121.3
|
|
|
(310.0
|
)
|
|
—
|
|
|||||
Total liabilities
|
|
621.4
|
|
|
565.2
|
|
|
167.5
|
|
|
(320.0
|
)
|
|
1,034.1
|
|
|||||
Total shareholder's equity
|
|
312.4
|
|
|
468.2
|
|
|
135.9
|
|
|
(604.1
|
)
|
|
312.4
|
|
|||||
Non-controlling interest
|
|
—
|
|
|
—
|
|
|
24.8
|
|
|
—
|
|
|
24.8
|
|
|||||
Total equity
|
|
312.4
|
|
|
468.2
|
|
|
160.7
|
|
|
(604.1
|
)
|
|
337.2
|
|
|||||
Total liabilities and equity
|
|
$
|
933.8
|
|
|
$
|
1,033.4
|
|
|
$
|
328.2
|
|
|
$
|
(924.1
|
)
|
|
$
|
1,371.3
|
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
U.S. Concrete Consolidated
|
||||||||||
Revenue
|
|
$
|
—
|
|
|
$
|
1,361.2
|
|
|
$
|
117.5
|
|
|
$
|
—
|
|
|
$
|
1,478.7
|
|
Cost of goods sold before depreciation, depletion and amortization
|
|
—
|
|
|
1,107.6
|
|
|
80.0
|
|
|
—
|
|
|
1,187.6
|
|
|||||
Selling, general and administrative expenses
|
|
—
|
|
|
122.6
|
|
|
7.4
|
|
|
—
|
|
|
130.0
|
|
|||||
Depreciation, depletion and amortization
|
|
—
|
|
|
78.2
|
|
|
15.0
|
|
|
—
|
|
|
93.2
|
|
|||||
Change in value of contingent consideration
|
|
—
|
|
|
2.8
|
|
|
—
|
|
|
—
|
|
|
2.8
|
|
|||||
Gain on sale/disposal of assets and business, net
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||||
Operating income
|
|
—
|
|
|
50.1
|
|
|
15.1
|
|
|
—
|
|
|
65.2
|
|
|||||
Interest expense, net
|
|
39.7
|
|
|
3.6
|
|
|
2.8
|
|
|
—
|
|
|
46.1
|
|
|||||
Other income, net
|
|
—
|
|
|
(7.9
|
)
|
|
(1.6
|
)
|
|
—
|
|
|
(9.5
|
)
|
|||||
Income (loss) before income taxes, equity in earnings of subsidiaries and non-controlling interest
|
|
(39.7
|
)
|
|
54.4
|
|
|
13.9
|
|
|
—
|
|
|
28.6
|
|
|||||
Income tax expense (benefit)
|
|
(15.1
|
)
|
|
24.3
|
|
|
3.1
|
|
|
—
|
|
|
12.3
|
|
|||||
Net income (loss) before equity in earnings of subsidiaries and non-controlling interest
|
|
(24.6
|
)
|
|
30.1
|
|
|
10.8
|
|
|
—
|
|
|
16.3
|
|
|||||
Equity in earnings of subsidiaries
|
|
39.5
|
|
|
—
|
|
|
—
|
|
|
(39.5
|
)
|
|
—
|
|
|||||
Net income (loss)
|
|
14.9
|
|
|
30.1
|
|
|
10.8
|
|
|
(39.5
|
)
|
|
16.3
|
|
|||||
Less: Net income attributable to non-controlling interest
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|
(1.4
|
)
|
|||||
Net income (loss) attributable to U.S. Concrete
|
|
$
|
14.9
|
|
|
$
|
30.1
|
|
|
$
|
9.4
|
|
|
$
|
(39.5
|
)
|
|
$
|
14.9
|
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
U.S. Concrete Consolidated
|
||||||||||
Revenue
|
|
$
|
—
|
|
|
$
|
1,394.4
|
|
|
$
|
112.0
|
|
|
$
|
—
|
|
|
$
|
1,506.4
|
|
Cost of goods sold before depreciation, depletion and amortization
|
|
—
|
|
|
1,130.8
|
|
|
81.4
|
|
|
—
|
|
|
1,212.2
|
|
|||||
Selling, general and administrative expenses
|
|
—
|
|
|
118.5
|
|
|
8.0
|
|
|
—
|
|
|
126.5
|
|
|||||
Depreciation, depletion and amortization
|
|
—
|
|
|
76.2
|
|
|
15.6
|
|
|
—
|
|
|
91.8
|
|
|||||
Change in value of contingent consideration
|
|
0.1
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Impairment of assets
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|||||
Loss (gain) on sale/disposal of assets and business, net
|
|
—
|
|
|
(15.5
|
)
|
|
0.2
|
|
|
—
|
|
|
(15.3
|
)
|
|||||
Operating income (loss)
|
|
(0.1
|
)
|
|
83.2
|
|
|
6.8
|
|
|
—
|
|
|
89.9
|
|
|||||
Interest expense, net
|
|
39.5
|
|
|
3.7
|
|
|
3.2
|
|
|
—
|
|
|
46.4
|
|
|||||
Other expense (income), net
|
|
1.2
|
|
|
(3.7
|
)
|
|
(2.1
|
)
|
|
—
|
|
|
(4.6
|
)
|
|||||
Income (loss) before income taxes and equity in earnings of subsidiaries
|
|
(40.8
|
)
|
|
83.2
|
|
|
5.7
|
|
|
—
|
|
|
48.1
|
|
|||||
Income tax expense (benefit)
|
|
(4.5
|
)
|
|
18.4
|
|
|
2.9
|
|
|
—
|
|
|
16.8
|
|
|||||
Net income (loss) before equity in earnings of subsidiaries and non-controlling interest
|
|
(36.3
|
)
|
|
64.8
|
|
|
2.8
|
|
|
—
|
|
|
31.3
|
|
|||||
Equity in earnings of subsidiaries
|
|
66.3
|
|
|
—
|
|
|
—
|
|
|
(66.3
|
)
|
|
—
|
|
|||||
Net income (loss)
|
|
30.0
|
|
|
64.8
|
|
|
2.8
|
|
|
(66.3
|
)
|
|
31.3
|
|
|||||
Less: Net income attributable to non-controlling interest
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|
—
|
|
|
(1.3
|
)
|
|||||
Net income (loss) attributable to U.S. Concrete
|
|
$
|
30.0
|
|
|
$
|
64.8
|
|
|
$
|
1.5
|
|
|
$
|
(66.3
|
)
|
|
$
|
30.0
|
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations and Reclassifications
|
|
U.S. Concrete Consolidated
|
||||||||||
Revenue
|
|
$
|
—
|
|
|
$
|
1,311.6
|
|
|
$
|
24.4
|
|
|
$
|
—
|
|
|
$
|
1,336.0
|
|
Cost of goods sold before depreciation, depletion and amortization
|
|
—
|
|
|
1,034.3
|
|
|
22.3
|
|
|
—
|
|
|
1,056.6
|
|
|||||
Selling, general and administrative expenses
|
|
—
|
|
|
115.4
|
|
|
3.8
|
|
|
—
|
|
|
119.2
|
|
|||||
Depreciation, depletion and amortization
|
|
—
|
|
|
64.1
|
|
|
3.7
|
|
|
—
|
|
|
67.8
|
|
|||||
Change in value of contingent consideration
|
|
0.9
|
|
|
7.0
|
|
|
—
|
|
|
—
|
|
|
7.9
|
|
|||||
Impairment of goodwill and other assets
|
|
—
|
|
|
—
|
|
|
6.2
|
|
|
—
|
|
|
6.2
|
|
|||||
Gain on sale/disposal of assets and business, net
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|||||
Operating income (loss)
|
|
(0.9
|
)
|
|
91.5
|
|
|
(11.6
|
)
|
|
—
|
|
|
79.0
|
|
|||||
Interest expense, net
|
|
39.9
|
|
|
1.6
|
|
|
0.6
|
|
|
—
|
|
|
42.1
|
|
|||||
Derivative loss
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|||||
Other income, net
|
|
—
|
|
|
(2.5
|
)
|
|
—
|
|
|
—
|
|
|
(2.5
|
)
|
|||||
Income (loss) from continuing operations before income taxes and equity in earnings of subsidiaries
|
|
(41.6
|
)
|
|
92.4
|
|
|
(12.2
|
)
|
|
—
|
|
|
38.6
|
|
|||||
Income tax expense (benefit)
|
|
(16.3
|
)
|
|
29.0
|
|
|
(0.3
|
)
|
|
—
|
|
|
12.4
|
|
|||||
Net income (loss) from continuing operations before equity in earnings of subsidiaries
|
|
(25.3
|
)
|
|
63.4
|
|
|
(11.9
|
)
|
|
—
|
|
|
26.2
|
|
|||||
Loss from discontinued operations, net of taxes and before equity in earnings of subsidiaries
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|||||
Net income (loss) before equity in earnings of subsidiaries
|
|
(25.3
|
)
|
|
62.8
|
|
|
(11.9
|
)
|
|
—
|
|
|
25.6
|
|
|||||
Equity in earnings of subsidiaries
|
|
50.8
|
|
|
—
|
|
|
—
|
|
|
(50.8
|
)
|
|
—
|
|
|||||
Net income (loss)
|
|
25.5
|
|
|
62.8
|
|
|
(11.9
|
)
|
|
(50.8
|
)
|
|
25.6
|
|
|||||
Less: Net income attributable to non-controlling interest
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||||
Net income (loss) attributable to U.S. Concrete
|
|
$
|
25.5
|
|
|
$
|
62.8
|
|
|
$
|
(12.0
|
)
|
|
$
|
(50.8
|
)
|
|
$
|
25.5
|
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
U.S. Concrete Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
(42.3
|
)
|
|
$
|
147.2
|
|
|
$
|
15.9
|
|
|
$
|
18.0
|
|
|
$
|
138.8
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant and equipment
|
|
—
|
|
|
(39.1
|
)
|
|
(3.6
|
)
|
|
—
|
|
|
(42.7
|
)
|
|||||
Proceeds from sale of businesses and property, plant and equipment
|
|
—
|
|
|
2.9
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
|||||
Proceeds from eminent domain matter and property insurance claims
|
|
—
|
|
|
5.3
|
|
|
0.7
|
|
|
—
|
|
|
6.0
|
|
|||||
Investment in subsidiaries
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
|
1.0
|
|
|
(30.9
|
)
|
|
(2.9
|
)
|
|
(1.0
|
)
|
|
(33.8
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from revolver borrowings
|
|
353.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
353.5
|
|
|||||
Repayments of revolver borrowings
|
|
(368.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(368.5
|
)
|
|||||
Proceeds from stock option exercises
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|||||
Payments of other long-term obligations
|
|
(0.7
|
)
|
|
(32.7
|
)
|
|
—
|
|
|
—
|
|
|
(33.4
|
)
|
|||||
Payments for finance leases, promissory notes and other
|
|
(0.3
|
)
|
|
(31.8
|
)
|
|
(0.7
|
)
|
|
—
|
|
|
(32.8
|
)
|
|||||
Shares redeemed for employee income tax obligations
|
|
(3.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.2
|
)
|
|||||
Intercompany funding
|
|
60.3
|
|
|
(33.6
|
)
|
|
(9.7
|
)
|
|
(17.0
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
|
41.3
|
|
|
(98.1
|
)
|
|
(10.4
|
)
|
|
(17.0
|
)
|
|
(84.2
|
)
|
|||||
Effect of exchange rates on cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|||||
Net increase in cash and cash equivalents
|
|
—
|
|
|
18.2
|
|
|
2.4
|
|
|
—
|
|
|
20.6
|
|
|||||
Cash and cash equivalents at beginning of period
|
|
—
|
|
|
10.8
|
|
|
9.2
|
|
|
—
|
|
|
20.0
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
29.0
|
|
|
$
|
11.6
|
|
|
$
|
—
|
|
|
$
|
40.6
|
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
U.S. Concrete Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
(32.5
|
)
|
|
$
|
156.5
|
|
|
$
|
1.9
|
|
|
$
|
(3.1
|
)
|
|
$
|
122.8
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant and equipment
|
|
—
|
|
|
(35.9
|
)
|
|
(4.0
|
)
|
|
—
|
|
|
(39.9
|
)
|
|||||
Payments for acquisitions, net of cash acquired
|
|
—
|
|
|
(72.3
|
)
|
|
—
|
|
|
—
|
|
|
(72.3
|
)
|
|||||
Proceeds from sale of businesses and property, plant and equipment
|
|
—
|
|
|
20.7
|
|
|
—
|
|
|
—
|
|
|
20.7
|
|
|||||
Purchase of environmental credits
|
|
—
|
|
|
—
|
|
|
(2.8
|
)
|
|
—
|
|
|
(2.8
|
)
|
|||||
Proceeds from property insurance claims
|
|
—
|
|
|
1.6
|
|
|
1.0
|
|
|
—
|
|
|
2.6
|
|
|||||
Investment in subsidiaries
|
|
6.5
|
|
|
—
|
|
|
—
|
|
|
(6.5
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
|
6.5
|
|
|
(85.9
|
)
|
|
(5.8
|
)
|
|
(6.5
|
)
|
|
(91.7
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from revolver borrowings
|
|
431.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
431.2
|
|
|||||
Repayments of revolver borrowings
|
|
(425.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(425.2
|
)
|
|||||
Proceeds from stock option exercises
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||||
Payments of other long-term obligations
|
|
(2.2
|
)
|
|
(3.7
|
)
|
|
—
|
|
|
—
|
|
|
(5.9
|
)
|
|||||
Payments for finance leases, promissory notes and other
|
|
—
|
|
|
(28.5
|
)
|
|
(1.1
|
)
|
|
—
|
|
|
(29.6
|
)
|
|||||
Payments for Share Repurchase Program
|
|
(6.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.7
|
)
|
|||||
Shares redeemed for employee income tax obligations
|
|
(1.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.9
|
)
|
|||||
Other proceeds
|
|
—
|
|
|
4.6
|
|
|
—
|
|
|
—
|
|
|
4.6
|
|
|||||
Intercompany funding
|
|
30.7
|
|
|
(39.2
|
)
|
|
(1.1
|
)
|
|
9.6
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
|
26.0
|
|
|
(66.8
|
)
|
|
(2.2
|
)
|
|
9.6
|
|
|
(33.4
|
)
|
|||||
Effect of exchange rates on cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
(0.3
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
|
—
|
|
|
3.8
|
|
|
(6.4
|
)
|
|
—
|
|
|
(2.6
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
|
—
|
|
|
7.0
|
|
|
15.6
|
|
|
—
|
|
|
22.6
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
10.8
|
|
|
$
|
9.2
|
|
|
$
|
—
|
|
|
$
|
20.0
|
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
U.S. Concrete Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
(30.1
|
)
|
|
$
|
114.5
|
|
|
$
|
(4.9
|
)
|
|
$
|
15.3
|
|
|
$
|
94.8
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant and equipment
|
|
—
|
|
|
(40.0
|
)
|
|
(2.7
|
)
|
|
—
|
|
|
(42.7
|
)
|
|||||
Payments for acquisitions, net of cash acquired
|
|
(236.1
|
)
|
|
(59.0
|
)
|
|
—
|
|
|
—
|
|
|
(295.1
|
)
|
|||||
Proceeds from sale of businesses and property, plant and equipment
|
|
—
|
|
|
3.5
|
|
|
—
|
|
|
—
|
|
|
3.5
|
|
|||||
Investment in subsidiaries
|
|
(1.8
|
)
|
|
—
|
|
|
—
|
|
|
1.8
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
|
(237.9
|
)
|
|
(95.5
|
)
|
|
(2.7
|
)
|
|
1.8
|
|
|
(334.3
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from revolver borrowings
|
|
54.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54.4
|
|
|||||
Repayments of revolver borrowings
|
|
(45.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45.4
|
)
|
|||||
Proceeds from issuance of debt
|
|
211.5
|
|
|
|
|
|
|
|
|
211.5
|
|
||||||||
Proceeds from warrant and stock option exercises
|
|
2.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.7
|
|
|||||
Payments of other long-term obligations
|
|
(4.2
|
)
|
|
(4.8
|
)
|
|
—
|
|
|
—
|
|
|
(9.0
|
)
|
|||||
Payments for finance leases, promissory notes and other
|
|
—
|
|
|
(20.2
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(20.3
|
)
|
|||||
Debt issuance costs
|
|
(4.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.5
|
)
|
|||||
Shares redeemed for employee income tax obligations
|
|
(3.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.1
|
)
|
|||||
Intercompany funding
|
|
56.6
|
|
|
(62.6
|
)
|
|
23.1
|
|
|
(17.1
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
|
268.0
|
|
|
(87.6
|
)
|
|
23.0
|
|
|
(17.1
|
)
|
|
186.3
|
|
|||||
Net increase (decrease) in cash and cash equivalents
|
|
—
|
|
|
(68.6
|
)
|
|
15.4
|
|
|
—
|
|
|
(53.2
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
|
—
|
|
|
75.6
|
|
|
0.2
|
|
|
|
|
75.8
|
|
||||||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
7.0
|
|
|
$
|
15.6
|
|
|
$
|
—
|
|
|
$
|
22.6
|
|
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
|
|
—
|
|
|
$
|
—
|
|
|
515
|
|
|
|
U.S. CONCRETE, INC.
|
|
|
|
|
|
Date:
|
February 25, 2020
|
By:
|
/s/ William J. Sandbrook
|
|
|
|
William J. Sandbrook
|
|
|
|
Chairman and Chief Executive Officer
|
Signature
|
|
Title
|
|
|
|
/s/ William J. Sandbrook
|
|
Chairman and Chief Executive Officer
|
William J. Sandbrook
|
|
(Principal Executive Officer)
|
|
|
|
/s/ John E. Kunz
|
|
Senior Vice President and Chief Financial Officer
|
John E. Kunz
|
|
(Principal Financial Officer)
|
|
|
|
/s/ Gibson T. Dawson
|
|
Vice President, Corporate Controller and Chief Accounting Officer
|
Gibson T. Dawson
|
|
(Principal Accounting Officer)
|
|
|
|
/s/ Susan M. Ball
|
|
Director
|
Susan M. Ball
|
|
|
|
|
|
/s/ Kurt M. Cellar
|
|
Director
|
Kurt M. Cellar
|
|
|
|
|
|
/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*
|
|
|
4.5
|
|
|
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*†
|
|
Exhibit
Number
|
|
Description
|
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*
|
|
|
21.1
|
|
|
23.1
|
|
|
31.1
|
|
|
31.2
|
|
Exhibit
Number
|
|
Description
|
32.1
|
|
|
32.2
|
|
|
95.1
|
|
|
101.INS
|
|
—Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
101.SCH
|
|
—Inline XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
—Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
—Inline XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
—Inline XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
—Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
104.0
|
|
—Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
|
•
|
Board Vacancies
|
•
|
Cumulative Voting
|
•
|
Stockholder Action by Written Consent
|
•
|
Special Meeting of Stockholders
|
•
|
Advance Notice Requirement
|
•
|
Authorized but Unissued Shares
|
•
|
Supermajority Voting
|
Entity Name
|
Ownership Type
|
Primary Jurisdiction
|
1045016 B.C. Ltd.
|
Indirect
|
British Columbia
|
160 East 22nd Terminal LLC
|
Indirect
|
New Jersey
|
A.B. of Sayville, Ltd.
|
Indirect
|
New York
|
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
|
Bode Concrete LLC
|
Indirect
|
California
|
Bode Gravel Co.
|
Indirect
|
California
|
Breckenridge Ready Mix, Inc.
|
Indirect
|
Texas
|
BSLH Realty Corp.
|
Indirect
|
New York
|
Central Concrete Supply Co., Inc.
|
Direct
|
California
|
Colonial Concrete Co.
|
Indirect
|
New Jersey
|
Coram Materials Corp.
|
Indirect
|
New York
|
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
|
Miller Place Development, LLC
|
Indirect
|
New York
|
MLFF Realty Corp.
|
Indirect
|
New York
|
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
|
Entity Name
|
Ownership Type
|
Primary Jurisdiction
|
Polaris Aggregates Inc.
|
Direct
|
Delaware
|
Polaris Materials Corporation
|
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
|
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.
|
Direct
|
Delaware
|
USC Atlantic, Inc.
|
Direct
|
Delaware
|
USC Management Co., LLC
|
Direct
|
Delaware
|
USC Payroll, Inc.
|
Direct
|
Delaware
|
USC Technologies, Inc.
|
Direct
|
Delaware
|
USC-Jenna, LLC
|
Indirect
|
Delaware
|
USC-Kings, LLC
|
Indirect
|
Delaware
|
USC - New York Payroll, LLC
|
Direct
|
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:
|
February 25, 2020
|
By:
|
/s/ William J. Sandbrook
|
|
|
|
William J. Sandbrook
|
|
|
|
Chairman and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
Date:
|
February 25, 2020
|
By:
|
/s/ John E. Kunz
|
|
|
|
John E. Kunz
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
Date:
|
February 25, 2020
|
By:
|
/s/ William J. Sandbrook
|
|
|
|
William J. Sandbrook
|
|
|
|
Chairman and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
Date:
|
February 25, 2020
|
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
|
|||||||||
Cox Bend Quarry/4102977
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Bronte Quarry/4104210
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Waurika Quarry/3400362
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Vernon Quarry/3401820
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Red River Quarry/3401945
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
1,622
|
|
—
|
|
—
|
|
Chatfield Plant/4104209
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
484
|
|
—
|
|
—
|
|
Hamburg Quarry/2800011
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Glen Gardner Quarry/2800009
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
18,119
|
|
—
|
|
1
|
|
Wantage Quarry/2801035
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
505
|
|
—
|
|
—
|
|
Springfield Quarry/5500002
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$
|
4,893
|
|
—
|
|
—
|
|
Brookman Quarry/5500008
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Quinton Twpa Pit/2801014
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Leon River/Proctor/4105206
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Ingram North Amarillo/4103599
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
M&W Ranch/4105430
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(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.
|