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Share Name | Share Symbol | Market | Type |
---|---|---|---|
US Concrete Inc | NASDAQ:USCR | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 73.99 | 73.94 | 74.10 | 0 | 01:00:00 |
For the fiscal year ended December 31, 2018
|
or
|
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
Delaware
|
|
76-0586680
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, par value $.001
|
|
The Nasdaq Stock Market LLC
|
Large accelerated filer
þ
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
Smaller reporting company
¨
|
Emerging growth company
¨
|
|
|
Page
|
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||
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||
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||
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||
|
|
|
|
|
|
•
|
general economic and business conditions, which will, among other things, affect demand for new residential and commercial construction;
|
•
|
our ability to successfully identify, manage, and integrate acquisitions;
|
•
|
the cyclical nature of, and changes in, the real estate and construction markets, including pricing changes by our competitors;
|
•
|
governmental requirements and initiatives, including those related to mortgage lending, financing or deductions, funding for public or infrastructure construction, land usage, and environmental, health and safety matters;
|
•
|
disruptions, uncertainties or volatility in the credit markets that may limit our, our suppliers' and our customers' access to capital;
|
•
|
our ability to successfully implement our operating strategy;
|
•
|
weather conditions;
|
•
|
our substantial indebtedness and the restrictions imposed on us by the terms of our indebtedness;
|
•
|
the effects of currency fluctuations on our results of operations and financial condition;
|
•
|
our ability to maintain favorable relationships with third parties who supply us with equipment and essential supplies;
|
•
|
our ability to retain key personnel and maintain satisfactory labor relations; and
|
•
|
product liability, property damage, results of litigation and other claims and insurance coverage issues.
|
|
2018
|
2017
|
2016
|
Commercial and industrial
|
56%
|
56%
|
58%
|
Residential
|
25%
|
26%
|
26%
|
Infrastructure
|
19%
|
18%
|
16%
|
•
|
water usage;
|
•
|
land usage;
|
•
|
street and highway usage;
|
•
|
noise levels; and
|
•
|
health, safety and environmental matters.
|
•
|
the level of commercial and residential construction in our regional markets, including reductions in the demand for new residential housing construction below current or historical levels;
|
•
|
the availability of funds for public or infrastructure construction from local, state and federal sources;
|
•
|
unexpected events that delay or adversely affect our ability to deliver concrete according to our customers’ requirements;
|
•
|
changes in interest rates and lending standards;
|
•
|
changes in the mix of our customers and business, which result in periodic variations in the margins on jobs performed during any particular quarter;
|
•
|
the timing and cost of acquisitions and difficulties or costs encountered when integrating acquisitions;
|
•
|
the budgetary spending patterns of customers;
|
•
|
increases in construction and design costs;
|
•
|
power outages and other unexpected delays;
|
•
|
our ability to control costs and maintain quality;
|
•
|
employment levels; and
|
•
|
regional or general economic conditions.
|
•
|
it requires us to use a significant percentage of our cash flow from operations for debt service and the repayment of our indebtedness, including indebtedness we may incur in the future, and such cash flow may not be available for other purposes;
|
•
|
it limits our ability to borrow money or sell stock to fund our working capital, capital expenditures, acquisitions and debt service requirements;
|
•
|
our interest expense could increase significantly if interest rates in general increase, because borrowings under our Revolving Facility bear interest at floating rates;
|
•
|
it may limit our flexibility in planning for, or reacting to, changes in our business and future business opportunities;
|
•
|
we are more highly leveraged than some of our competitors, which may place us at a competitive disadvantage;
|
•
|
it may make us more vulnerable to a downturn in our business or the economy;
|
•
|
it may increase our cost of borrowing;
|
•
|
it may restrict us from exploiting business opportunities;
|
•
|
debt service requirements could make it more difficult for us to make payments on the 2024 Notes and our other indebtedness;
|
•
|
the interest limitation enacted as part of the Tax Act could increase our effective tax rate and income taxes payable; and
|
•
|
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.
|
•
|
incur additional indebtedness or issue disqualified stock or preferred stock;
|
•
|
pay dividends or make other distributions, repurchase or redeem our stock or subordinated indebtedness, or make certain investments;
|
•
|
prepay, redeem, or repurchase certain debt;
|
•
|
sell assets and issue capital stock of our restricted subsidiaries;
|
•
|
incur liens;
|
•
|
enter into agreements restricting our restricted subsidiaries’ ability to pay dividends, make loans to other U.S. Concrete entities or restrict the ability to provide liens;
|
•
|
enter into transactions with affiliates;
|
•
|
consolidate, merge, or sell all or substantially all of our assets; and
|
•
|
with respect to the Indenture, designate our subsidiaries as unrestricted subsidiaries.
|
•
|
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.
|
|
|
Owned
|
|
Leased
|
|
|
|
2018 Production
(in thousands
of cubic yards)
|
|||||||||||||
Locations
|
|
Fixed Standard
|
|
Volumetric
|
|
Portable
|
|
Fixed Standard
|
|
Portable
|
|
Total
|
|
||||||||
Texas / Oklahoma
|
|
88
|
|
|
17
|
|
|
13
|
|
|
1
|
|
|
1
|
|
|
120
|
|
|
4,199
|
|
New Jersey / New York / Washington, D.C./ Pennsylvania
|
|
44
|
|
|
—
|
|
|
1
|
|
|
3
|
|
|
—
|
|
|
48
|
|
|
3,053
|
|
Northern California
|
|
20
|
|
|
—
|
|
|
4
|
|
|
2
|
|
|
—
|
|
|
26
|
|
|
2,212
|
|
U.S. Virgin Islands
|
|
3
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
4
|
|
|
82
|
|
Total
|
|
155
|
|
|
17
|
|
|
18
|
|
|
7
|
|
|
1
|
|
|
198
|
|
|
9,546
|
|
Locations
|
|
Owned
|
|
Leased
|
|
Total
|
|
2018 Production
(in thousands of tons) |
||||
British Columbia, Canada
|
|
—
|
|
|
1
|
|
|
1
|
|
|
4,971
|
|
Texas / Oklahoma
|
|
5
|
|
|
7
|
|
|
12
|
|
|
3,144
|
|
New Jersey
|
|
3
|
|
|
1
|
|
|
4
|
|
|
2,001
|
|
U.S. Virgin Islands
|
|
2
|
|
|
—
|
|
|
2
|
|
|
317
|
|
Total
|
|
10
|
|
|
9
|
|
|
19
|
|
|
10,433
|
|
Calendar month
|
|
Total number of shares purchased
(1)
|
|
Average price paid per share
|
|
Total number of shares purchased as part of publicly announced plans or programs
(2)
|
|
Approximate dollar value of shares that may yet be purchased under plans or programs
(in millions)
(2)
|
||||||
October 1 - October 31, 2018
|
|
450
|
|
|
$
|
37.05
|
|
|
—
|
|
|
$
|
50.0
|
|
November 1 - November 30, 2018
|
|
60,000
|
|
|
37.19
|
|
|
60,000
|
|
|
47.8
|
|
||
December 1 - December 31, 2018
|
|
121,466
|
|
|
36.73
|
|
|
121,100
|
|
|
43.3
|
|
||
Total
|
|
181,916
|
|
|
$
|
36.88
|
|
|
181,100
|
|
|
$
|
43.3
|
|
(1)
|
The total number of shares purchased includes (i) shares purchased pursuant to the share repurchase program described in footnote 2 below and (ii) 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.
|
|
12/31/13
|
|
12/31/14
|
|
12/31/15
|
|
12/31/16
|
|
12/31/17
|
|
12/31/18
|
||||||||||||
U.S. Concrete, Inc.
|
$
|
100.00
|
|
|
$
|
125.72
|
|
|
$
|
232.70
|
|
|
$
|
289.44
|
|
|
$
|
369.64
|
|
|
$
|
155.90
|
|
Russell 2000
|
$
|
100.00
|
|
|
$
|
104.89
|
|
|
$
|
100.26
|
|
|
$
|
121.63
|
|
|
$
|
139.44
|
|
|
$
|
124.09
|
|
Peer Group
|
$
|
100.00
|
|
|
$
|
99.82
|
|
|
$
|
98.44
|
|
|
$
|
144.08
|
|
|
$
|
149.74
|
|
|
$
|
104.59
|
|
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
|
(in millions except per share data)
|
||||||||||||||||||
FOR THE YEAR
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
1,506.4
|
|
|
$
|
1,336.0
|
|
|
$
|
1,168.2
|
|
|
$
|
974.7
|
|
|
$
|
703.7
|
|
Income (loss) from continuing operations attributable to U.S. Concrete
|
|
$
|
30.0
|
|
|
$
|
26.1
|
|
|
$
|
9.6
|
|
|
$
|
(5.1
|
)
|
|
$
|
21.6
|
|
Loss from discontinued operations, net of taxes
|
|
$
|
—
|
|
|
$
|
(0.6
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(1.0
|
)
|
Net income (loss) attributable to U.S. Concrete
|
|
$
|
30.0
|
|
|
$
|
25.5
|
|
|
$
|
8.9
|
|
|
$
|
(5.4
|
)
|
|
$
|
20.6
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
PER SHARE INFORMATION
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic income (loss) per share attributable to U.S. Concrete:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
|
$
|
1.82
|
|
|
$
|
1.64
|
|
|
$
|
0.63
|
|
|
$
|
(0.36
|
)
|
|
$
|
1.59
|
|
Loss from discontinued operations, net of taxes
|
|
—
|
|
|
(0.04
|
)
|
|
(0.04
|
)
|
|
(0.02
|
)
|
|
(0.07
|
)
|
|||||
Net income (loss) per share attributable to U.S. Concrete - basic
|
|
$
|
1.82
|
|
|
$
|
1.60
|
|
|
$
|
0.59
|
|
|
$
|
(0.38
|
)
|
|
$
|
1.52
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted income (loss) per share attributable to U.S. Concrete:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
|
$
|
1.82
|
|
|
$
|
1.57
|
|
|
$
|
0.59
|
|
|
$
|
(0.36
|
)
|
|
$
|
1.55
|
|
Loss from discontinued operations, net of taxes
|
|
—
|
|
|
(0.04
|
)
|
|
(0.04
|
)
|
|
(0.02
|
)
|
|
(0.07
|
)
|
|||||
Net income (loss) per share attributable to U.S. Concrete - diluted
|
|
$
|
1.82
|
|
|
$
|
1.53
|
|
|
$
|
0.55
|
|
|
$
|
(0.38
|
)
|
|
$
|
1.48
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
AS OF END OF YEAR
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
1,371.3
|
|
|
$
|
1,276.1
|
|
|
$
|
945.4
|
|
|
$
|
681.7
|
|
|
$
|
453.7
|
|
Total debt
|
|
$
|
714.1
|
|
|
$
|
693.4
|
|
|
$
|
449.3
|
|
|
$
|
275.6
|
|
|
$
|
213.7
|
|
($ in millions except selling prices)
|
|
2018
|
|
2017
|
|
Increase / (Decrease)
|
|
% Change
(1)
|
|||||||||||||
Revenue
|
|
$
|
1,506.4
|
|
|
100.0
|
%
|
|
$
|
1,336.0
|
|
|
100.0
|
%
|
|
$
|
170.4
|
|
|
12.8
|
%
|
Cost of goods sold before depreciation, depletion and amortization
|
|
1,212.2
|
|
|
80.5
|
|
|
1,056.6
|
|
|
79.1
|
|
|
155.6
|
|
|
14.7
|
|
|||
Selling, general and administrative expenses
|
|
126.5
|
|
|
8.4
|
|
|
119.2
|
|
|
8.9
|
|
|
7.3
|
|
|
6.1
|
|
|||
Depreciation, depletion and amortization
|
|
91.8
|
|
|
6.1
|
|
|
67.8
|
|
|
5.1
|
|
|
24.0
|
|
|
35.4
|
|
|||
Change in value of contingent consideration
|
|
—
|
|
|
—
|
|
|
7.9
|
|
|
0.6
|
|
|
(7.9
|
)
|
|
NM
|
||||
Impairment of goodwill and other assets
|
|
1.3
|
|
|
0.1
|
|
|
6.2
|
|
|
0.5
|
|
|
(4.9
|
)
|
|
(79.0
|
)
|
|||
Gain on sale of business and assets, net
|
|
(15.3
|
)
|
|
(1.0
|
)
|
|
(0.7
|
)
|
|
(0.1
|
)
|
|
14.6
|
|
|
NM
|
||||
Operating income
|
|
89.9
|
|
|
6.0
|
|
|
79.0
|
|
|
5.9
|
|
|
10.9
|
|
|
13.8
|
|
|||
Interest expense, net
|
|
46.4
|
|
|
3.1
|
|
|
42.0
|
|
|
3.1
|
|
|
4.4
|
|
|
10.5
|
|
|||
Derivative loss
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
0.1
|
|
|
(0.8
|
)
|
|
NM
|
||||
Loss on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
(0.1
|
)
|
|
NM
|
||||
Other income, net
|
|
(4.6
|
)
|
|
(0.3
|
)
|
|
(2.5
|
)
|
|
(0.2
|
)
|
|
2.1
|
|
|
84.0
|
|
|||
Income from continuing operations before income taxes
|
|
48.1
|
|
|
3.2
|
|
|
38.6
|
|
|
2.9
|
|
|
9.5
|
|
|
24.6
|
|
|||
Income tax expense
|
|
16.8
|
|
|
1.1
|
|
|
12.4
|
|
|
0.9
|
|
|
4.4
|
|
|
35.5
|
|
|||
Income from continuing operations
|
|
31.3
|
|
|
2.1
|
|
|
26.2
|
|
|
2.0
|
|
|
5.1
|
|
|
19.5
|
||||
Loss from discontinued operations, net of taxes
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
(0.6
|
)
|
|
NM
|
||||
Net income
|
|
31.3
|
|
|
2.1
|
|
|
25.6
|
|
|
1.9
|
|
|
5.7
|
|
|
22.3
|
|
|||
Less: Net income attributable to non-controlling interest
|
|
(1.3
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(1.2
|
)
|
|
NM
|
||||
Net income attributable to U.S. Concrete
|
|
$
|
30.0
|
|
|
2.0
|
%
|
|
$
|
25.5
|
|
|
1.9
|
%
|
|
$
|
4.5
|
|
|
17.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Ready-mixed Concrete Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Average selling price per cubic yard
|
|
$
|
136.42
|
|
|
|
|
$
|
134.86
|
|
|
|
|
|
$
|
1.56
|
|
|
1.2
|
%
|
|
Sales volume in thousand cubic yards
|
|
9,546
|
|
|
|
|
8,984
|
|
|
|
|
|
562
|
|
|
6.3
|
%
|
||||
Aggregate Products Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Average selling price per ton
(2)
|
|
$
|
11.28
|
|
|
|
|
$
|
12.92
|
|
|
|
|
|
$
|
(1.64
|
)
|
|
(12.7
|
)%
|
|
Sales volume in thousand tons
|
|
11,110
|
|
|
|
|
|
6,197
|
|
|
|
|
|
4,913
|
|
|
79.3
|
%
|
($ in millions except selling prices)
|
2018
|
|
2017
|
|
Increase / (Decrease)
|
|
% Change
|
|||||||
Ready-mixed Concrete Segment:
|
|
|
|
|
|
|
|
|||||||
Revenue
|
$
|
1,306.5
|
|
|
$
|
1,213.0
|
|
|
$
|
93.5
|
|
|
7.7
|
%
|
Segment revenue as a percentage of total revenue
|
86.7
|
%
|
|
90.8
|
%
|
|
|
|
|
|||||
Adjusted EBITDA
|
$
|
179.2
|
|
|
$
|
185.8
|
|
|
$
|
(6.6
|
)
|
|
(3.6
|
)%
|
Adjusted EBITDA as a percentage of segment revenue
|
13.7
|
%
|
|
15.3
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|||||||
Ready-mixed Concrete Data:
|
|
|
|
|
|
|
|
|
|
|
||||
Average selling price per cubic yard
(1)
|
$
|
136.42
|
|
|
$
|
134.86
|
|
|
$
|
1.56
|
|
|
1.2
|
%
|
Sales volume in thousand cubic yards
|
9,546
|
|
|
8,984
|
|
|
562
|
|
|
6.3
|
%
|
($ in millions except selling prices)
|
2018
|
|
2017
|
|
Increase / (Decrease)
|
|
% Change
|
|||||||
Aggregate Products Segment:
|
|
|
|
|
|
|
|
|||||||
Sales to external customers
|
$
|
136.5
|
|
|
$
|
49.8
|
|
|
|
|
|
|||
Intersegment sales
|
46.1
|
|
|
40.9
|
|
|
|
|
|
|||||
Total aggregate products revenue
|
$
|
182.6
|
|
|
$
|
90.7
|
|
|
$
|
91.9
|
|
|
101.3
|
%
|
Segment revenue, excluding intersegment sales, as a percentage of total company revenue
|
9.1
|
%
|
|
3.7
|
%
|
|
|
|
|
|||||
Adjusted EBITDA
|
$
|
41.6
|
|
|
$
|
27.2
|
|
|
$
|
14.4
|
|
|
52.9
|
%
|
Adjusted EBITDA as a percentage of segment revenue
|
30.5
|
%
|
|
30.0
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|||||||
Aggregate Products Data:
|
|
|
|
|
|
|
|
|
|
|
||||
Average selling price per ton
(1)
|
$
|
11.28
|
|
|
$
|
12.92
|
|
|
$
|
(1.64
|
)
|
|
(12.7
|
)%
|
Sales volume in thousand tons
|
11,110
|
|
|
6,197
|
|
|
4,913
|
|
|
79.3
|
%
|
($ in millions except selling prices)
|
|
2017
|
|
2016
|
|
Increase / Decrease
|
|
% Change
|
|||||||||||||
Revenue
|
|
$
|
1,336.0
|
|
|
100.0
|
%
|
|
$
|
1,168.2
|
|
|
100.0
|
%
|
|
$
|
167.8
|
|
|
14.4%
|
|
Cost of goods sold before depreciation, depletion and amortization
|
|
1,056.6
|
|
|
79.1
|
|
|
922.3
|
|
|
79.0
|
|
|
134.3
|
|
|
14.6
|
||||
Selling, general and administrative expenses
|
|
119.2
|
|
|
8.9
|
|
|
100.0
|
|
|
8.6
|
|
|
19.2
|
|
|
19.2
|
||||
Depreciation, depletion and amortization
|
|
67.8
|
|
|
5.1
|
|
|
54.9
|
|
|
4.7
|
|
|
12.9
|
|
|
23.5
|
||||
Change in value of contingent consideration
|
|
7.9
|
|
|
0.6
|
|
|
5.2
|
|
|
0.4
|
|
|
2.7
|
|
|
51.9
|
||||
Impairment of goodwill and other assets
|
|
6.2
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
6.2
|
|
|
NM
|
||||
Gain on sale of assets, net
|
|
(0.7
|
)
|
|
(0.1
|
)
|
|
(1.4
|
)
|
|
(0.1
|
)
|
|
(0.7
|
)
|
|
(50.0)
|
||||
Operating income
|
|
79.0
|
|
|
5.9
|
|
|
87.2
|
|
|
7.5
|
|
|
(8.2
|
)
|
|
(9.4)
|
||||
Interest expense, net
|
|
42.0
|
|
|
3.1
|
|
|
27.7
|
|
|
2.4
|
|
|
14.3
|
|
|
51.6
|
||||
Derivative loss
|
|
0.8
|
|
|
0.1
|
|
|
19.9
|
|
|
1.7
|
|
|
(19.1
|
)
|
|
(96.0)
|
||||
Loss on extinguishment of debt
|
|
0.1
|
|
|
—
|
|
|
12.0
|
|
|
1.0
|
|
|
(11.9
|
)
|
|
NM
|
||||
Other income, net
|
|
(2.5
|
)
|
|
(0.2
|
)
|
|
(3.2
|
)
|
|
(0.3
|
)
|
|
(0.7
|
)
|
|
(21.9)
|
||||
Income from continuing operations before income taxes
|
|
38.6
|
|
|
2.9
|
|
|
30.8
|
|
|
2.6
|
|
|
7.8
|
|
|
25.3
|
||||
Income tax expense
|
|
12.4
|
|
|
0.9
|
|
|
21.2
|
|
|
1.8
|
|
|
(8.8
|
)
|
|
(41.5)
|
||||
Income from continuing operations
|
|
26.2
|
|
|
2.0
|
|
|
9.6
|
|
|
0.8
|
|
|
16.6
|
|
|
172.9
|
||||
Loss from discontinued operations, net of taxes
|
|
(0.6
|
)
|
|
—
|
|
|
(0.7
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
14.3
|
|
|||
Net income
|
|
25.6
|
|
|
1.9
|
|
|
8.9
|
|
|
0.8
|
|
|
16.7
|
|
|
187.6
|
||||
Less: Net income attributable to non-controlling interest
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
NM
|
||||
Net income attributable to U.S. Concrete
|
|
$
|
25.5
|
|
|
1.9
|
%
|
|
$
|
8.9
|
|
|
0.8
|
%
|
|
$
|
16.6
|
|
|
186.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Ready-mixed Concrete Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Average selling price per cubic yard
|
|
$
|
134.86
|
|
|
|
|
$
|
130.35
|
|
|
|
|
|
$
|
4.51
|
|
|
3.5
|
%
|
|
Sales volume in thousand cubic yards
|
|
8,984
|
|
|
|
|
8,122
|
|
|
|
|
|
862
|
|
|
10.6
|
%
|
||||
Aggregate Products Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Average selling price per ton
|
|
$
|
12.92
|
|
|
|
|
$
|
11.97
|
|
|
|
|
|
$
|
0.95
|
|
|
7.9
|
%
|
|
Sales volume in thousand tons
|
|
6,197
|
|
|
|
|
|
5,563
|
|
|
|
|
|
634
|
|
|
11.4
|
%
|
($ in millions except selling prices)
|
2017
|
|
2016
|
|
Increase / (Decrease)
|
|
% Change
|
|||||||
Ready-mixed Concrete Segment:
|
|
|
|
|
|
|
|
|||||||
Revenue
|
$
|
1,213.0
|
|
|
$
|
1,061.0
|
|
|
$
|
152.0
|
|
|
14.3
|
%
|
Segment revenue as a percentage of total revenue
|
90.8
|
%
|
|
90.8
|
%
|
|
|
|
|
|||||
Adjusted EBITDA
|
$
|
185.8
|
|
|
157.5
|
|
|
$
|
28.3
|
|
|
18.0
|
%
|
|
Adjusted EBITDA as a percentage of segment revenue
|
15.3
|
%
|
|
14.8
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|||||||
Ready-mixed Concrete Data:
|
|
|
|
|
|
|
|
|
|
|
||||
Average selling price per cubic yard
(1)
|
$
|
134.86
|
|
|
$
|
130.35
|
|
|
$
|
4.51
|
|
|
3.5
|
%
|
Sales volume in thousand cubic yards
|
8,984
|
|
|
8,122
|
|
|
862
|
|
|
10.6
|
%
|
($ in millions except selling prices)
|
2017
|
|
2016
|
|
Increase / (Decrease)
|
|
% Change
|
|||||||
Aggregate Products Segment:
|
|
|
|
|
|
|
|
|||||||
Sales to external customers
|
$
|
49.8
|
|
|
$
|
41.7
|
|
|
|
|
|
|||
Intersegment sales
|
$
|
40.9
|
|
|
34.7
|
|
|
|
|
|
||||
Total aggregate products revenue
|
$
|
90.7
|
|
|
$
|
76.4
|
|
|
$
|
14.3
|
|
|
18.7
|
%
|
Segment revenue, excluding intersegment sales, as a percentage of total company revenue
|
3.7
|
%
|
|
3.6
|
%
|
|
|
|
|
|||||
Adjusted EBITDA
|
$
|
27.2
|
|
|
$
|
21.7
|
|
|
$
|
5.5
|
|
|
25.3
|
%
|
Adjusted EBITDA as a percentage of total aggregate products revenue
|
30.0
|
%
|
|
28.4
|
%
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|||||||
Aggregate Products Data:
|
|
|
|
|
|
|
|
|
|
|
||||
Average selling price per ton
(1)
|
$
|
12.92
|
|
|
$
|
11.97
|
|
|
$
|
0.95
|
|
|
7.9
|
%
|
Sales volume in thousand tons
|
6,197
|
|
|
5,563
|
|
|
634
|
|
|
11.4
|
%
|
|
|
2018
|
|
2017
|
||||
Cash and cash equivalents
|
|
$
|
20.0
|
|
|
$
|
22.6
|
|
Working capital
|
|
$
|
71.2
|
|
|
$
|
103.2
|
|
Total debt
(1)
|
|
$
|
714.1
|
|
|
$
|
693.4
|
|
•
|
deterioration of revenue, due to lower volume and/or pricing, because of weakness in the markets in which we operate;
|
•
|
declines in gross margins due to shifts in our product mix or increases in the cost of our raw materials and fuel;
|
•
|
any deterioration in our ability to collect our accounts receivable from customers as a result of weakening in construction demand or payment difficulties experienced by our customers; and
|
•
|
inclement weather beyond normal patterns that could adversely affect our sales volumes and/or gross margins.
|
($ in millions)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net cash provided by (used in):
|
|
|
|
|
|
|
||||||
Operating activities
|
|
$
|
122.8
|
|
|
$
|
94.8
|
|
|
$
|
116.0
|
|
Investing activities
|
|
(91.7
|
)
|
|
(334.3
|
)
|
|
(162.7
|
)
|
|||
Financing activities
|
|
(33.4
|
)
|
|
186.3
|
|
|
118.6
|
|
|||
Effect of exchange rates on cash and cash equivalents
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|||
Net increase (decrease) in cash
|
|
$
|
(2.6
|
)
|
|
$
|
(53.2
|
)
|
|
$
|
71.9
|
|
Contractual obligations
|
|
Total
|
|
Less Than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More Than 5 Years
|
||||||||||
Principal on debt
|
|
$
|
723.1
|
|
|
$
|
30.8
|
|
|
$
|
51.4
|
|
|
$
|
32.5
|
|
|
$
|
608.4
|
|
Interest on debt
|
|
214.0
|
|
|
41.3
|
|
|
79.7
|
|
|
77.1
|
|
|
15.9
|
|
|||||
Operating leases
|
|
94.2
|
|
|
18.5
|
|
|
27.2
|
|
|
17.2
|
|
|
31.3
|
|
|||||
Contingent consideration
(1)
|
|
65.3
|
|
|
36.6
|
|
|
19.6
|
|
|
9.1
|
|
|
—
|
|
|||||
Deferred consideration payments
(2)
|
|
7.3
|
|
|
4.2
|
|
|
2.5
|
|
|
0.3
|
|
|
0.3
|
|
|||||
Total
|
|
$
|
1,103.9
|
|
|
$
|
131.4
|
|
|
$
|
180.4
|
|
|
$
|
136.2
|
|
|
$
|
655.9
|
|
(1)
|
Consists of estimated fair value of contingent consideration obligations, including accretion, associated with acquisitions completed from 2015 through
2018
. The fair value of estimated payouts is based on probability weighted assumptions related to the achievement of various contractual provisions. As more fully described in
Note 12, "Fair Value Disclosures,"
to our consolidated financial statements, changes in the fair value of these obligations will occur until to the final payment in 2023.
|
(2)
|
Consists of deferred consideration obligations, including accretion, associated with acquisitions.
|
Other commercial commitments
|
|
Total
|
|
Less Than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More Than 5 Years
|
||||||||||
Standby letters of credit
|
|
$
|
17.6
|
|
|
$
|
17.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
Performance bonds
|
|
36.6
|
|
|
36.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
54.2
|
|
|
$
|
54.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
20.0
|
|
|
$
|
22.6
|
|
Trade accounts receivable, net
|
|
226.6
|
|
|
214.2
|
|
||
Inventories
|
|
51.2
|
|
|
48.1
|
|
||
Other receivables
|
|
18.4
|
|
|
19.2
|
|
||
Prepaid expenses and other
|
|
7.9
|
|
|
7.6
|
|
||
Total current assets
|
|
324.1
|
|
|
311.7
|
|
||
Property, plant and equipment, net
|
|
680.2
|
|
|
636.3
|
|
||
Goodwill
|
|
239.3
|
|
|
204.7
|
|
||
Intangible assets, net
|
|
116.6
|
|
|
118.1
|
|
||
Other assets
|
|
11.1
|
|
|
5.3
|
|
||
Total assets
|
|
$
|
1,371.3
|
|
|
$
|
1,276.1
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
125.8
|
|
|
$
|
117.1
|
|
Accrued liabilities
|
|
96.3
|
|
|
65.4
|
|
||
Current maturities of long-term debt
|
|
30.8
|
|
|
26.0
|
|
||
Total current liabilities
|
|
252.9
|
|
|
208.5
|
|
||
Long-term debt, net of current maturities
|
|
683.3
|
|
|
667.4
|
|
||
Other long-term obligations and deferred credits
|
|
54.8
|
|
|
93.3
|
|
||
Deferred income taxes
|
|
43.1
|
|
|
4.8
|
|
||
Total liabilities
|
|
1,034.1
|
|
|
974.0
|
|
||
Commitments and contingencies (
Note 16
)
|
|
|
|
|
|
|
||
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; 17,774,000 and 17,585,000 shares issued, respectively; and 16,631,000 and 16,652,000 shares outstanding, respectively)
|
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
|
329.6
|
|
|
319.0
|
|
||
Retained earnings (accumulated deficit)
|
|
16.2
|
|
|
(13.8
|
)
|
||
Treasury stock, at cost (1,143,000 and 933,000 common shares, respectively)
|
|
(33.4
|
)
|
|
(24.8
|
)
|
||
Total shareholders' equity
|
|
312.4
|
|
|
280.4
|
|
||
Non-controlling interest (
Note 11
)
|
|
24.8
|
|
|
21.7
|
|
||
Total equity
|
|
337.2
|
|
|
302.1
|
|
||
Total liabilities and equity
|
|
$
|
1,371.3
|
|
|
$
|
1,276.1
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Revenue
|
|
$
|
1,506.4
|
|
|
$
|
1,336.0
|
|
|
$
|
1,168.2
|
|
Cost of goods sold before depreciation, depletion and amortization
|
|
1,212.2
|
|
|
1,056.6
|
|
|
922.3
|
|
|||
Selling, general and administrative expenses
|
|
126.5
|
|
|
119.2
|
|
|
100.0
|
|
|||
Depreciation, depletion and amortization
|
|
91.8
|
|
|
67.8
|
|
|
54.9
|
|
|||
Change in value of contingent consideration
|
|
—
|
|
|
7.9
|
|
|
5.2
|
|
|||
Impairment of goodwill and other assets
|
|
1.3
|
|
|
6.2
|
|
|
—
|
|
|||
Gain on sale of business and assets, net
|
|
(15.3
|
)
|
|
(0.7
|
)
|
|
(1.4
|
)
|
|||
Operating income
|
|
89.9
|
|
|
79.0
|
|
|
87.2
|
|
|||
Interest expense, net
|
|
46.4
|
|
|
42.0
|
|
|
27.7
|
|
|||
Derivative loss
|
|
—
|
|
|
0.8
|
|
|
19.9
|
|
|||
Loss on extinguishment of debt
|
|
—
|
|
|
0.1
|
|
|
12.0
|
|
|||
Other income, net
|
|
(4.6
|
)
|
|
(2.5
|
)
|
|
(3.2
|
)
|
|||
Income from continuing operations before income taxes
|
|
48.1
|
|
|
38.6
|
|
|
30.8
|
|
|||
Income tax expense
|
|
16.8
|
|
|
12.4
|
|
|
21.2
|
|
|||
Income from continuing operations
|
|
31.3
|
|
|
26.2
|
|
|
9.6
|
|
|||
Loss from discontinued operations, net of taxes
|
|
—
|
|
|
(0.6
|
)
|
|
(0.7
|
)
|
|||
Net income
|
|
31.3
|
|
|
25.6
|
|
|
8.9
|
|
|||
Less: Net income attributable to non-controlling interest
|
|
(1.3
|
)
|
|
(0.1
|
)
|
|
—
|
|
|||
Net income attributable to U.S. Concrete
|
|
$
|
30.0
|
|
|
$
|
25.5
|
|
|
$
|
8.9
|
|
|
|
|
|
|
|
|
||||||
Basic income per share attributable to U.S. Concrete:
|
|
|
|
|
|
|
|
|
||||
Income from continuing operations
|
|
$
|
1.82
|
|
|
$
|
1.64
|
|
|
$
|
0.63
|
|
Loss from discontinued operations, net of taxes
|
|
—
|
|
|
(0.04
|
)
|
|
(0.04
|
)
|
|||
Net income per share attributable to U.S. Concrete - basic
|
|
$
|
1.82
|
|
|
$
|
1.60
|
|
|
$
|
0.59
|
|
|
|
|
|
|
|
|
||||||
Diluted income per share attributable to U.S. Concrete:
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
|
$
|
1.82
|
|
|
$
|
1.57
|
|
|
$
|
0.59
|
|
Loss from discontinued operations, net of taxes
|
|
—
|
|
|
(0.04
|
)
|
|
(0.04
|
)
|
|||
Net income per share attributable to U.S. Concrete - diluted
|
|
$
|
1.82
|
|
|
$
|
1.53
|
|
|
$
|
0.55
|
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
||||
Basic
|
|
16.5
|
|
|
15.9
|
|
|
15.1
|
|
|||
Diluted
|
|
16.5
|
|
|
16.6
|
|
|
16.2
|
|
|||
|
|
|
|
|
|
|
||||||
Net income attributable to U.S. Concrete:
|
|
|
|
|
|
|
||||||
Income from continuing operations attributable to U.S. Concrete
|
|
$
|
30.0
|
|
|
$
|
26.1
|
|
|
$
|
9.6
|
|
Loss from discontinued operations, net of taxes
|
|
—
|
|
|
(0.6
|
)
|
|
(0.7
|
)
|
|||
Total net income attributable to U.S. Concrete
|
|
$
|
30.0
|
|
|
$
|
25.5
|
|
|
$
|
8.9
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
# of
Shares |
|
Par
Value |
|
Additional
Paid-In Capital |
|
Retained Earnings (Accumulated Deficit)
|
|
Treasury
Stock |
|
Total
Shareholders' Equity (Deficit) |
|
Non-
controlling Interest |
|
Total
Equity (Deficit) |
|||||||||||||||
BALANCE, December 31, 2015
|
14.9
|
|
|
$
|
—
|
|
|
$
|
201.0
|
|
|
$
|
(48.2
|
)
|
|
$
|
(18.9
|
)
|
|
$
|
133.9
|
|
|
|
|
|
$
|
133.9
|
|
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
7.1
|
|
|
—
|
|
|
—
|
|
|
7.1
|
|
|
|
|
|
7.1
|
|
|||||||
Excess tax benefits from stock-based compensation
|
—
|
|
|
—
|
|
|
3.7
|
|
|
—
|
|
|
—
|
|
|
3.7
|
|
|
|
|
|
3.7
|
|
|||||||
Restricted stock grants, net of cancellations
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|||||||
Stock options exercised
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
|
|
|
0.1
|
|
|||||||
Warrants exercised
|
0.6
|
|
|
—
|
|
|
30.2
|
|
|
—
|
|
|
—
|
|
|
30.2
|
|
|
|
|
|
30.2
|
|
|||||||
Other treasury share purchases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.8
|
)
|
|
(2.8
|
)
|
|
|
|
|
(2.8
|
)
|
|||||||
Common stock issuance
|
0.1
|
|
|
—
|
|
|
7.7
|
|
|
—
|
|
|
—
|
|
|
7.7
|
|
|
|
|
|
7.7
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
8.9
|
|
|
—
|
|
|
8.9
|
|
|
|
|
|
8.9
|
|
|||||||
BALANCE, December 31, 2016
|
15.8
|
|
|
$
|
—
|
|
|
$
|
249.8
|
|
|
$
|
(39.3
|
)
|
|
$
|
(21.7
|
)
|
|
$
|
188.8
|
|
|
$
|
—
|
|
|
$
|
188.8
|
|
Stock-based compensation
|
—
|
|
|
$
|
—
|
|
|
$
|
8.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8.3
|
|
|
—
|
|
|
$
|
8.3
|
|
|
Restricted stock grants, net of cancellations
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Stock options exercised
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|||||||
Warrants exercised
|
0.8
|
|
|
—
|
|
|
60.8
|
|
|
—
|
|
|
—
|
|
|
60.8
|
|
|
—
|
|
|
60.8
|
|
|||||||
Other treasury share purchases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.1
|
)
|
|
(3.1
|
)
|
|
—
|
|
|
(3.1
|
)
|
|||||||
2017 acquisition
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21.6
|
|
|
21.6
|
|
|||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
25.5
|
|
|
—
|
|
|
25.5
|
|
|
0.1
|
|
|
25.6
|
|
|||||||
BALANCE, December 31, 2017
|
16.7
|
|
|
$
|
—
|
|
|
$
|
319.0
|
|
|
$
|
(13.8
|
)
|
|
$
|
(24.8
|
)
|
|
$
|
280.4
|
|
|
$
|
21.7
|
|
|
$
|
302.1
|
|
Stock-based compensation
|
—
|
|
|
$
|
—
|
|
|
$
|
10.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10.4
|
|
|
—
|
|
|
$
|
10.4
|
|
|
Restricted stock grants, net of cancellations
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Stock options exercised
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|||||||
Other treasury share purchases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.9
|
)
|
|
(1.9
|
)
|
|
—
|
|
|
(1.9
|
)
|
|||||||
Measurement period adjustments for prior year business combinations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
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
|
|
|||||||
BALANCE, December 31, 2018
|
16.6
|
|
|
$
|
—
|
|
|
$
|
329.6
|
|
|
$
|
16.2
|
|
|
$
|
(33.4
|
)
|
|
$
|
312.4
|
|
|
$
|
24.8
|
|
|
$
|
337.2
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
31.3
|
|
|
$
|
25.6
|
|
|
$
|
8.9
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
||||
Depreciation, depletion and amortization
|
|
91.8
|
|
|
67.8
|
|
|
54.9
|
|
|||
Amortization of debt issuance costs
|
|
1.8
|
|
|
2.0
|
|
|
1.8
|
|
|||
Derivative loss
|
|
—
|
|
|
0.8
|
|
|
19.9
|
|
|||
Change in value of contingent consideration
|
|
—
|
|
|
7.9
|
|
|
5.2
|
|
|||
Net gain on disposal of businesses and assets
|
|
(15.3
|
)
|
|
(0.7
|
)
|
|
(1.4
|
)
|
|||
Loss on extinguishment of debt
|
|
—
|
|
|
0.1
|
|
|
12.0
|
|
|||
Impairments of goodwill and other assets
|
|
1.3
|
|
|
6.2
|
|
|
—
|
|
|||
Deferred income taxes
|
|
14.6
|
|
|
(3.4
|
)
|
|
16.8
|
|
|||
Provision for doubtful accounts and customer disputes
|
|
4.6
|
|
|
4.6
|
|
|
3.0
|
|
|||
Stock-based compensation
|
|
10.4
|
|
|
8.3
|
|
|
7.1
|
|
|||
Other, net
|
|
(1.3
|
)
|
|
(0.6
|
)
|
|
0.6
|
|
|||
Changes in assets and liabilities, excluding effects of acquisitions:
|
|
|
|
|
|
|
|
|
||||
Accounts receivable
|
|
(16.9
|
)
|
|
(5.7
|
)
|
|
(25.6
|
)
|
|||
Inventories
|
|
(2.1
|
)
|
|
0.6
|
|
|
(3.8
|
)
|
|||
Prepaid expenses and other current assets
|
|
(2.0
|
)
|
|
(2.8
|
)
|
|
(2.3
|
)
|
|||
Other assets and liabilities
|
|
(3.0
|
)
|
|
2.6
|
|
|
2.2
|
|
|||
Accounts payable and accrued liabilities
|
|
7.6
|
|
|
(18.5
|
)
|
|
16.7
|
|
|||
Net cash provided by operating activities
|
|
122.8
|
|
|
94.8
|
|
|
116.0
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
||||
Purchases of property, plant and equipment
|
|
(39.9
|
)
|
|
(42.7
|
)
|
|
(40.4
|
)
|
|||
Payments related to acquisitions, net of cash acquired
|
|
(72.3
|
)
|
|
(295.1
|
)
|
|
(127.9
|
)
|
|||
Proceeds from disposals of businesses and property, plant and equipment
|
|
20.7
|
|
|
3.5
|
|
|
4.3
|
|
|||
Purchases of environmental credits
|
|
(2.8
|
)
|
|
—
|
|
|
—
|
|
|||
Insurance proceeds from property loss claims
|
|
2.6
|
|
|
—
|
|
|
1.3
|
|
|||
Net cash used in investing activities
|
|
(91.7
|
)
|
|
(334.3
|
)
|
|
(162.7
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
||||
Proceeds from revolver borrowings
|
|
431.2
|
|
|
54.4
|
|
|
128.9
|
|
|||
Repayments of revolver borrowings
|
|
(425.2
|
)
|
|
(45.4
|
)
|
|
(173.9
|
)
|
|||
Proceeds from issuance of debt
|
|
—
|
|
|
211.5
|
|
|
400.0
|
|
|||
Repayments of debt
|
|
—
|
|
|
—
|
|
|
(200.0
|
)
|
|||
Premium paid on early retirement of debt
|
|
—
|
|
|
—
|
|
|
(8.5
|
)
|
|||
Proceeds from exercise of warrants and stock options
|
|
0.1
|
|
|
2.7
|
|
|
0.3
|
|
|||
Payments of other long-term obligations
|
|
(5.9
|
)
|
|
(9.0
|
)
|
|
(4.7
|
)
|
|||
Payments for other financing
|
|
(29.6
|
)
|
|
(20.3
|
)
|
|
(13.4
|
)
|
|||
Debt issuance costs
|
|
—
|
|
|
(4.5
|
)
|
|
(7.8
|
)
|
|||
Payments for share repurchases
|
|
(6.7
|
)
|
|
—
|
|
|
—
|
|
|||
Other treasury share purchases
|
|
(1.9
|
)
|
|
(3.1
|
)
|
|
(2.9
|
)
|
|||
Other proceeds
|
|
4.6
|
|
|
—
|
|
|
0.6
|
|
|||
Net cash provided by (used in) financing activities
|
|
(33.4
|
)
|
|
186.3
|
|
|
118.6
|
|
|||
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
(2.6
|
)
|
|
(53.2
|
)
|
|
71.9
|
|
|||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
|
22.6
|
|
|
75.8
|
|
|
3.9
|
|
|||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
|
$
|
20.0
|
|
|
$
|
22.6
|
|
|
$
|
75.8
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Supplemental Disclosure of Cash Flow Information:
|
|
|
|
|
|
|
|
|
||||
Net cash paid for interest
|
|
$
|
45.5
|
|
|
$
|
41.0
|
|
|
$
|
24.5
|
|
Net cash paid for income taxes
|
|
$
|
2.5
|
|
|
$
|
28.1
|
|
|
$
|
6.7
|
|
|
|
|
|
|
|
|
||||||
Supplemental Disclosure of Non-cash Investing and Financing Activities:
|
|
|
|
|
|
|
||||||
Capital expenditures funded by capital leases and promissory notes
|
|
$
|
39.4
|
|
|
$
|
46.2
|
|
|
$
|
30.7
|
|
Acquisitions funded by stock issuance, contingent consideration and deferred payments
|
|
$
|
1.1
|
|
|
$
|
29.5
|
|
|
$
|
7.5
|
|
Footnote
|
|
Page
|
•
|
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 Atlantic Region and West Texas Region on
March 5, 2018
and
September 14, 2018
, respectively.
|
|
|
||
Inventory
|
$
|
1.1
|
|
Other current assets
|
0.1
|
|
|
Property, plant and equipment
|
37.6
|
|
|
Definite-lived intangible assets
|
19.8
|
|
|
Total assets acquired
|
58.6
|
|
|
Current liabilities
|
0.1
|
|
|
Other long-term liabilities
|
1.1
|
|
|
Total liabilities assumed
|
1.2
|
|
|
Goodwill
|
13.4
|
|
|
Total consideration (fair value)
(1)
|
$
|
70.8
|
|
•
|
Corbett Aggregate Companies, LLC ("
Corbett
") located in Quinton, New Jersey on
April 7, 2017
;
|
•
|
Harbor Ready-Mix ("
Harbor
") located in Redwood City, California on
September 29, 2017
;
|
•
|
A-1 Materials, Inc. ("
A-1
”) and L.C. Frey Company, Inc. ("Frey") (collectively “A-1/Frey”) located in San Carlos, California on
September 29, 2017
;
|
•
|
Action Supply Co., Inc. ("
Action Supply
") located in Philadelphia, Pennsylvania on
September 29, 2017
;
|
•
|
Polaris Materials Corporation ("Polaris") located in British Columbia, Canada on
November 17, 2017
; and
|
•
|
Three
individually immaterial acquisitions in
December 2017
consisting of
two
ready-mixed concrete operations and a software company.
|
|
Polaris
|
|
2017 Acquisitions (Excluding Polaris)
|
||||
Cash
|
$
|
20.7
|
|
|
$
|
—
|
|
Accounts receivable
(1)
|
4.6
|
|
|
1.1
|
|
||
Inventory
|
6.0
|
|
|
0.7
|
|
||
Other current assets
|
1.5
|
|
|
0.1
|
|
||
Property, plant and equipment
|
199.3
|
|
|
63.2
|
|
||
Other long-term assets
|
0.9
|
|
|
—
|
|
||
Definite-lived intangible assets
|
—
|
|
|
8.3
|
|
||
Total assets acquired
|
233.0
|
|
|
73.4
|
|
||
Current liabilities
(2)
|
29.4
|
|
|
1.1
|
|
||
Long-term deferred income tax liability
|
18.6
|
|
|
—
|
|
||
Other long-term liabilities
|
3.0
|
|
|
—
|
|
||
Total liabilities assumed
|
51.0
|
|
|
1.1
|
|
||
Non-controlling interest (see Note 11)
|
23.4
|
|
|
—
|
|
||
Goodwill
|
83.8
|
|
|
12.8
|
|
||
Total consideration (fair value)
(3)
|
$
|
242.4
|
|
|
$
|
85.1
|
|
(1)
|
Except for Polaris, the aggregate fair value of the 2017 acquisitions acquired accounts receivable approximated the aggregate gross contractual amount. The fair value of Polaris's acquired accounts receivable was
$4.6 million
, which represented an aggregate gross contractual amount of
$4.9 million
, less amounts not expected to be collected.
|
(2)
|
Current liabilities for Polaris included
$14.2 million
payable to the Company, which was eliminated in consolidation.
|
(3)
|
Included
$29.5 million
of deferred and contingent consideration for acquisitions other than Polaris.
|
|
Weighted Average Amortization Period (In Years)
|
|
Fair Value At Acquisition Date
|
||
Customer relationships
|
6.7
|
|
$
|
26.2
|
|
Non-competes
|
5.0
|
|
1.5
|
|
|
Favorable contract
|
3.7
|
|
0.4
|
|
|
Total
|
|
|
$
|
28.1
|
|
2019
|
$
|
4.9
|
|
2020
|
4.8
|
|
|
2021
|
3.9
|
|
|
2022
|
3.7
|
|
|
2023
|
2.4
|
|
|
Thereafter
|
4.2
|
|
|
Total
|
$
|
23.9
|
|
|
2018
|
|
2017
|
||||
Revenue
|
$
|
1,523.2
|
|
|
$
|
1,473.4
|
|
Net income attributable to U.S. Concrete
|
$
|
31.3
|
|
|
$
|
31.0
|
|
|
|
|
|
||||
Net income per share attributable to U.S. Concrete - basic
|
$
|
1.90
|
|
|
$
|
1.95
|
|
Net income per share attributable to U.S. Concrete - diluted
|
$
|
1.90
|
|
|
$
|
1.86
|
|
|
2018
|
|
2017
|
||||
Increase in intangible amortization expense
|
$
|
(0.8
|
)
|
|
$
|
(4.2
|
)
|
Increase in depreciation expense
|
—
|
|
|
(9.0
|
)
|
||
Exclusion of buyer transaction costs
|
1.4
|
|
|
6.4
|
|
||
Exclusion of seller transaction costs
|
—
|
|
|
9.7
|
|
||
Decrease in cost of goods sold related to fair value bump in inventory
|
0.8
|
|
|
0.4
|
|
||
Increase in expenses related to conversions from IFRS
(1)
to U.S. GAAP
|
—
|
|
|
(0.2
|
)
|
||
Decrease (increase) in income tax expense
|
(0.5
|
)
|
|
3.9
|
|
||
Increase in non-controlling loss
|
0.1
|
|
|
(0.4
|
)
|
($ in millions)
|
|
2018
|
|
2017
|
||||
Balance, beginning of period
|
|
$
|
5.8
|
|
|
$
|
6.0
|
|
Provision for doubtful accounts and customer disputes
|
|
4.6
|
|
|
4.6
|
|
||
Uncollectible receivables written off, net of recoveries
|
|
(4.3
|
)
|
|
(4.8
|
)
|
||
Balance, end of period
|
|
$
|
6.1
|
|
|
$
|
5.8
|
|
|
|
December 31,
|
||||||
($ in millions)
|
|
2018
|
|
2017
|
||||
Raw materials
|
|
$
|
46.4
|
|
|
$
|
44.2
|
|
Building materials for resale
|
|
2.8
|
|
|
2.2
|
|
||
Other
|
|
2.0
|
|
|
1.7
|
|
||
Total
|
|
$
|
51.2
|
|
|
$
|
48.1
|
|
|
|
December 31,
|
||||||
($ in millions)
|
|
2018
|
|
2017
|
||||
Land and mineral deposits
|
|
$
|
310.4
|
|
|
$
|
296.6
|
|
Buildings and improvements
|
|
65.7
|
|
|
56.1
|
|
||
Machinery and equipment
|
|
266.2
|
|
|
230.4
|
|
||
Mixers, trucks and other vehicles
|
|
244.0
|
|
|
215.8
|
|
||
Other
|
|
1.7
|
|
|
2.9
|
|
||
Construction in progress
|
|
28.3
|
|
|
12.7
|
|
||
|
|
916.3
|
|
|
814.5
|
|
||
Less: accumulated depreciation, depletion and amortization
|
|
(236.1
|
)
|
|
(178.2
|
)
|
||
Total
|
|
$
|
680.2
|
|
|
$
|
636.3
|
|
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
|
|
|
December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Goodwill, gross
|
|
$
|
245.1
|
|
|
$
|
210.5
|
|
|
$
|
133.3
|
|
Accumulated impairment
|
|
(5.8
|
)
|
|
(5.8
|
)
|
|
—
|
|
|||
Goodwill, net
|
|
$
|
239.3
|
|
|
$
|
204.7
|
|
|
$
|
133.3
|
|
|
|
Ready-mixed Concrete Segment
|
|
Aggregate Products Segment
|
|
Other Non-Reportable Segments
|
|
Total
|
||||||||
Goodwill, net at December 31, 2016
|
|
$
|
127.5
|
|
|
$
|
2.5
|
|
|
$
|
3.3
|
|
|
$
|
133.3
|
|
Impairment charge
|
|
(4.4
|
)
|
|
(1.4
|
)
|
|
—
|
|
|
(5.8
|
)
|
||||
2017 acquisitions
|
|
11.8
|
|
|
53.8
|
|
|
9.9
|
|
|
75.5
|
|
||||
Measurement period adjustments for prior year business combinations
(1)
|
|
0.5
|
|
|
1.2
|
|
|
—
|
|
|
1.7
|
|
||||
Goodwill, net at December 31, 2017
|
|
135.4
|
|
|
56.1
|
|
|
13.2
|
|
|
204.7
|
|
||||
2018 acquisitions
|
|
12.6
|
|
|
—
|
|
|
0.8
|
|
|
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
|
|
$
|
147.7
|
|
|
$
|
86.2
|
|
|
$
|
5.4
|
|
|
$
|
239.3
|
|
(1)
|
Reflects a
$1.2 million
adjustment to the change in the acquisition accounting for a 2015 acquisition and a
$0.5 million
adjustment related to determination of the conclusion of tax attributes as of the acquisition date for a 2016 acquisition. The adjustment to the 2015 acquisition accounting was recorded in 2017 as it was not material to the prior periods and had no impact on the consolidated statements of operations of any period.
|
(2)
|
Adjustments for the 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 the 2017 acquisitions also included a
$9.6 million
reclassification of goodwill between the aggregate products segment and other non-reportable segments. We re-characterized the results of our Polaris distribution operations, which include shipping and terminal operations, to the aggregate products segment from other nonreportable segments. This change was made to better reflect how the Polaris business is viewed and operated by management and more closely aligns our reporting with how we manage and report our other aggregate products operations.
|
|
|
December 31, 2018
|
||||||||||||
|
|
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
|
|
|
|
|
|
December 31, 2017
|
||||||||||||
|
|
Gross
|
|
Accumulated Amortization
|
|
Net
|
|
Weighted Average Remaining Life (in Years)
|
||||||
Definite-lived intangible assets
|
|
|
|
|
|
|
|
|
||||||
Customer relationships
|
|
$
|
89.9
|
|
|
$
|
(28.1
|
)
|
|
$
|
61.8
|
|
|
5.5
|
Trade names
|
|
44.4
|
|
|
(8.1
|
)
|
|
36.3
|
|
|
19.9
|
|||
Non-competes
|
|
16.9
|
|
|
(8.5
|
)
|
|
8.4
|
|
|
2.9
|
|||
Leasehold interests
|
|
12.5
|
|
|
(3.4
|
)
|
|
9.1
|
|
|
6.7
|
|||
Favorable contract
|
|
4.0
|
|
|
(3.0
|
)
|
|
1.0
|
|
|
1.3
|
|||
Total definite-lived intangible assets
|
|
167.7
|
|
|
(51.1
|
)
|
|
116.6
|
|
|
9.8
|
|||
Indefinite-lived intangible assets
|
|
|
|
|
|
|
|
|
||||||
Land rights
(1)
|
|
1.5
|
|
|
—
|
|
|
1.5
|
|
|
|
|||
Total purchased intangible assets
|
|
$
|
169.2
|
|
|
$
|
(51.1
|
)
|
|
$
|
118.1
|
|
|
|
2019
|
|
$
|
23.3
|
|
2020
|
|
21.1
|
|
|
2021
|
|
18.8
|
|
|
2022
|
|
12.9
|
|
|
2023
|
|
6.4
|
|
|
Thereafter
|
|
32.9
|
|
|
Total
|
|
$
|
115.4
|
|
|
|
December 31,
|
||||||
($ in millions)
|
|
2018
|
|
2017
|
||||
Contingent consideration
|
|
$
|
36.2
|
|
|
$
|
2.3
|
|
Accrued compensation and benefits
|
|
12.8
|
|
|
18.5
|
|
||
Accrued materials
|
|
10.9
|
|
|
10.3
|
|
||
Accrued insurance reserves
|
|
8.7
|
|
|
7.1
|
|
||
Accrued property, sales and other taxes
|
|
7.3
|
|
|
6.6
|
|
||
Deferred consideration
|
|
4.0
|
|
|
7.2
|
|
||
Accrued interest
|
|
3.5
|
|
|
3.4
|
|
||
Other
(1)
|
|
12.9
|
|
|
10.0
|
|
||
Total
|
|
$
|
96.3
|
|
|
$
|
65.4
|
|
|
|
December 31,
|
||||||
($ in millions)
|
|
2018
|
|
2017
|
||||
Senior unsecured notes due 2024 and unamortized premium
(1)
|
|
$
|
608.4
|
|
|
$
|
609.9
|
|
Asset based revolving credit facility
|
|
15.0
|
|
|
9.0
|
|
||
Capital leases
|
|
71.2
|
|
|
53.3
|
|
||
Other financing
|
|
28.5
|
|
|
31.9
|
|
||
Debt issuance costs
|
|
(9.0
|
)
|
|
(10.7
|
)
|
||
Total debt
|
|
714.1
|
|
|
693.4
|
|
||
Less: current maturities
|
|
(30.8
|
)
|
|
(26.0
|
)
|
||
Long-term debt, net of current maturities
|
|
$
|
683.3
|
|
|
$
|
667.4
|
|
(1)
|
The effective interest rate for these notes was
6.56%
as of both
December 31, 2018
and
December 31, 2017
.
|
2019
|
|
$
|
30.8
|
|
2020
|
|
30.6
|
|
|
2021
|
|
20.8
|
|
|
2022
|
|
27.3
|
|
|
2023
|
|
5.2
|
|
|
Thereafter
|
|
608.4
|
|
|
Total
|
|
$
|
723.1
|
|
•
|
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,
|
||||||
($ in millions)
|
|
2018
|
|
2017
|
||||
Contingent consideration
|
|
$
|
24.5
|
|
|
$
|
59.5
|
|
Self-insurance reserves
|
|
13.9
|
|
|
13.4
|
|
||
Income taxes
|
|
5.7
|
|
|
6.9
|
|
||
Deferred consideration
|
|
2.9
|
|
|
6.1
|
|
||
Other
|
|
7.8
|
|
|
7.4
|
|
||
Total
|
|
$
|
54.8
|
|
|
$
|
93.3
|
|
|
|
December 31,
|
||||
(in millions)
|
|
2018
|
|
2017
|
||
Shares authorized
|
|
100.0
|
|
|
100.0
|
|
Shares outstanding at end of period
|
|
16.6
|
|
|
16.7
|
|
Shares held in treasury
|
|
1.1
|
|
|
0.9
|
|
|
Non-Controlling Interest
|
||
Balance - December 31, 2017
|
$
|
21.7
|
|
Measurement period adjustments for prior year business combinations
|
1.8
|
|
|
Non-controlling interest share of Orca net income
|
1.3
|
|
|
Balance - December 31, 2018
|
$
|
24.8
|
|
|
|
December 31, 2018
|
||||||||||||||
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Contingent consideration, including current portion
(1)
|
|
$
|
60.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
60.7
|
|
|
|
$
|
60.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
60.7
|
|
|
|
December 31, 2017
|
||||||||||||||
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Contingent consideration, including current portion
(1)
|
|
$
|
61.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
61.8
|
|
|
|
$
|
61.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
61.8
|
|
(1)
|
The current portion of contingent consideration is included in accrued liabilities in our consolidated balance sheets. The long-term portion of contingent consideration is included in other long-term obligations and deferred credits in our consolidated balance sheets.
|
|
|
December 31, 2018
|
||||||||||
Valuation Inputs
|
|
Monte Carlo Simulation
|
|
Income Approach
|
|
Discounted Cash Flow Technique
|
||||||
Fair value (in millions)
|
|
$
|
33.2
|
|
|
$
|
26.5
|
|
|
$
|
1.0
|
|
Discount rate
|
|
10.75% - 12.25%
|
|
|
3.70% - 5.00%
|
|
|
6.03% - 15.75%
|
|
|||
Payment cap (in millions)
|
|
$
|
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
|
|
|
December 31, 2017
|
||||||||||
Valuation Inputs
|
|
Monte Carlo Simulation
|
|
Income Approach
|
|
Discounted Cash Flow Technique
|
||||||
Fair value (in millions)
|
|
$
|
37.1
|
|
|
$
|
23.6
|
|
|
$
|
1.1
|
|
Discount rate
|
|
9.75% - 11.75%
|
|
|
3.70% - 5.00%
|
|
|
6.03% - 15.75%
|
|
|||
Payment cap (in millions)
|
|
$
|
39.3
|
|
|
$
|
26.0
|
|
|
$
|
1.4
|
|
Expected payment period remaining (in years)
|
|
2-4
|
|
|
1-5
|
|
|
1-5
|
|
|||
Management projections of the payout criteria
|
|
EBITDA/Volumes
|
|
Permitted reserves/Volumes
|
|
Volumes
|
|
Contingent Consideration
|
||
Balance at December 31, 2016
|
$
|
32.2
|
|
Acquisitions
(1)
|
24.0
|
|
|
Increase in contingent consideration valuation
|
7.9
|
|
|
Payments of contingent consideration
|
(2.3
|
)
|
|
Balance at December 31, 2017
|
61.8
|
|
|
Acquisitions
(2)
|
1.1
|
|
|
Payments of contingent consideration
|
(2.2
|
)
|
|
Balance at December 31, 2018
|
$
|
60.7
|
|
(1)
|
Represents the fair value of the contingent consideration associated with acquisitions in 2017 as of their respective acquisition dates.
|
(2)
|
Represents the fair value of the contingent consideration associated with two of the 2018 acquisitions as of the acquisition date.
|
|
|
Number
of Units |
|
Weighted Average
Grant Date Fair Value Per Share |
|||
Unvested restricted stock units outstanding at beginning of period
|
|
10
|
|
|
$
|
76.30
|
|
Granted
|
|
22
|
|
|
49.94
|
|
|
Vested
|
|
(10
|
)
|
|
76.30
|
|
|
Forfeited
|
|
—
|
|
|
—
|
|
|
Unvested restricted stock units outstanding at end of period
|
|
22
|
|
|
$
|
49.94
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Weighted average fair value per share on grant date
(1)
|
|
$
|
49.94
|
|
|
$
|
76.30
|
|
|
$
|
46.07
|
|
Fair value of vested units (in millions)
|
|
$
|
0.8
|
|
|
$
|
0.8
|
|
|
$
|
0.8
|
|
(1)
|
The fair value was determined based upon the closing price of our common stock on the date of grant.
|
|
|
Number
of Shares |
|
Weighted
Average Grant Date Fair Value Per Share |
|||
Unvested restricted stock awards outstanding at beginning of period
|
|
248
|
|
|
$
|
55.17
|
|
Granted
|
|
185
|
|
|
61.97
|
|
|
Vested
|
|
(95
|
)
|
|
51.58
|
|
|
Forfeited
|
|
(12
|
)
|
|
59.53
|
|
|
Unvested restricted stock awards outstanding at end of period
|
|
326
|
|
|
$
|
59.93
|
|
|
|
2018
|
|
2017
|
|
2016
|
Expected term (years)
|
|
0.67 - 0.92
|
|
0.60 - 0.90
|
|
0.50 - 0.80
|
Expected volatility
|
|
40.4%
|
|
36.9%
|
|
36.9%
|
Risk-free interest rate
|
|
2.40%
|
|
1.69%
|
|
1.09%
|
Vesting price
(1)
|
|
$91.10 - $99.10
|
|
$82.50 - $91.75
|
|
$64.00 - $71.25
|
Weighted average grant date fair value per share
|
|
$52.81 - $48.14
|
|
$44.96 - $51.31
|
|
$36.64 - $41.85
|
(1)
|
The vesting price is the average of the daily volume-weighted average share price of U.S. Concrete's common stock over any period of
20
consecutive trading days within the
three
-year period beginning on the date of grant.
|
|
|
Number
of Shares Underlying Options |
|
Weighted
Average Exercise Price Per Share |
|||
Options outstanding at beginning of year
|
|
19
|
|
|
$
|
15.96
|
|
Granted
|
|
—
|
|
|
—
|
|
|
Exercised
|
|
(6
|
)
|
|
13.15
|
|
|
Forfeited and expired
|
|
—
|
|
|
—
|
|
|
Options outstanding at end of year
|
|
13
|
|
|
$
|
17.23
|
|
Options exercisable at end of year
|
|
13
|
|
|
$
|
17.23
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Range of exercise prices
|
|
Number of Shares Outstanding
|
|
Remaining Contractual Life
|
|
Weighted Average Exercise Price Per Share
|
|
Number of Shares Outstanding
|
|
Weighted Average Exercise Price Per Share
|
||||||
$12.00 - $26.68
|
|
13
|
|
|
0.08
|
|
$
|
17.23
|
|
|
13
|
|
|
$
|
17.23
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Income (loss) before income taxes:
|
|
|
|
|
|
||||||
U.S.
|
$
|
43.4
|
|
|
$
|
51.0
|
|
|
$
|
32.8
|
|
Non-U.S.
|
4.7
|
|
|
(12.4
|
)
|
|
(2.0
|
)
|
|||
Total income from continuing operations before income taxes
|
$
|
48.1
|
|
|
$
|
38.6
|
|
|
$
|
30.8
|
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
Tax expense (benefit) at statutory rate
|
$
|
10.1
|
|
|
21.0
|
%
|
|
$
|
13.5
|
|
|
35.0
|
%
|
|
$
|
10.8
|
|
|
35.0
|
%
|
Add (deduct):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Rates different from statutory
(1)
|
(0.9
|
)
|
|
(1.9
|
)
|
|
2.3
|
|
|
5.9
|
|
|
0.6
|
|
|
2.0
|
|
|||
Statutory income tax change
|
2.1
|
|
|
4.4
|
|
|
(7.6
|
)
|
|
(19.6
|
)
|
|
—
|
|
|
—
|
|
|||
State income taxes
|
0.8
|
|
|
1.7
|
|
|
3.5
|
|
|
9.1
|
|
|
1.4
|
|
|
4.6
|
|
|||
Nondeductible items
|
1.3
|
|
|
2.7
|
|
|
3.1
|
|
|
7.9
|
|
|
0.5
|
|
|
1.6
|
|
|||
GILTI inclusion
(2)
|
1.1
|
|
|
2.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Unrecognized tax benefit relating to Warrants
(3)
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.7
|
|
|
7.5
|
|
|
24.5
|
|
|||
Valuation allowance
|
4.7
|
|
|
9.8
|
|
|
(2.5
|
)
|
|
(6.6
|
)
|
|
0.9
|
|
|
2.8
|
|
|||
Unrecognized tax benefit
|
(2.2
|
)
|
|
(4.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other
|
(0.2
|
)
|
|
(0.4
|
)
|
|
(0.2
|
)
|
|
(0.5
|
)
|
|
(0.5
|
)
|
|
(1.7
|
)
|
|||
Income tax expense on continuing operations
|
$
|
16.8
|
|
|
34.9
|
%
|
|
$
|
12.4
|
|
|
31.9
|
%
|
|
$
|
21.2
|
|
|
68.8
|
%
|
(1)
|
Includes differences between the U.S. federal tax rates and the tax 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.
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Current:
|
|
|
|
|
|
|
||||||
U.S. Federal
|
|
$
|
2.2
|
|
|
$
|
8.9
|
|
|
$
|
2.0
|
|
U.S. State
|
|
(0.2
|
)
|
|
7.0
|
|
|
2.4
|
|
|||
Non-U.S.
|
|
0.2
|
|
|
(0.1
|
)
|
|
—
|
|
|||
|
|
2.2
|
|
|
15.8
|
|
|
4.4
|
|
|||
Deferred:
|
|
|
|
|
|
|
|
|
||||
U.S. Federal
|
|
$
|
14.2
|
|
|
$
|
(0.6
|
)
|
|
$
|
15.5
|
|
U.S. State
|
|
(0.2
|
)
|
|
(3.5
|
)
|
|
1.9
|
|
|||
Non-U.S.
|
|
0.6
|
|
|
0.7
|
|
|
(0.6
|
)
|
|||
|
|
14.6
|
|
|
(3.4
|
)
|
|
16.8
|
|
|||
Income tax expense on continuing operations
|
|
$
|
16.8
|
|
|
$
|
12.4
|
|
|
$
|
21.2
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Continuing operations
|
$
|
16.8
|
|
|
$
|
12.4
|
|
|
$
|
21.2
|
|
Discontinued operations
|
—
|
|
|
(0.4
|
)
|
|
(0.5
|
)
|
|||
Income tax expense
|
$
|
16.8
|
|
|
$
|
12.0
|
|
|
$
|
20.7
|
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Deferred tax assets:
|
|
|
|
|
|
|
||
Goodwill and other intangibles
|
|
$
|
8.4
|
|
|
$
|
7.0
|
|
Inventory
|
|
2.8
|
|
|
3.5
|
|
||
Accrued insurance
|
|
4.6
|
|
|
5.3
|
|
||
Stock compensation
|
|
2.5
|
|
|
0.8
|
|
||
Interest limitation carryover
|
|
6.6
|
|
|
—
|
|
||
Start-up acquisition costs
|
|
2.7
|
|
|
2.2
|
|
||
Other accrued expenses
|
|
3.4
|
|
|
6.6
|
|
||
Net operating loss carryforwards
|
|
8.4
|
|
|
11.0
|
|
||
Property, plant and equipment, net - Polaris
|
|
2.9
|
|
|
11.7
|
|
||
Other
|
|
3.7
|
|
|
1.4
|
|
||
Total gross deferred tax assets
|
|
46.0
|
|
|
49.5
|
|
||
Valuation allowance
|
|
(9.2
|
)
|
|
(20.7
|
)
|
||
Net deferred tax assets
|
|
36.8
|
|
|
28.8
|
|
||
Deferred income tax liabilities:
|
|
|
|
|
||||
Property, plant and equipment, net - non-Polaris
|
|
(46.1
|
)
|
|
(33.0
|
)
|
||
Partnership outside basis
|
|
(26.7
|
)
|
|
—
|
|
||
Depletion
|
|
(1.6
|
)
|
|
(0.6
|
)
|
||
Other
|
|
(0.4
|
)
|
|
—
|
|
||
Total gross deferred tax liabilities
|
|
(74.8
|
)
|
|
(33.6
|
)
|
||
Net deferred tax liability
(1)
|
|
$
|
(38.0
|
)
|
|
$
|
(4.8
|
)
|
(1)
|
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. At December 31, 2017, all deferred taxes were recorded as a non-current liability.
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Unrecognized tax benefits at January 1
|
|
$
|
6.2
|
|
|
$
|
43.0
|
|
|
$
|
35.0
|
|
Additions for tax positions related to current year
|
|
0.5
|
|
|
6.8
|
|
|
8.0
|
|
|||
Reductions - current year decrease
|
|
—
|
|
|
(5.4
|
)
|
|
—
|
|
|||
Reductions - prior year decrease
|
|
—
|
|
|
(38.2
|
)
|
|
—
|
|
|||
Lapse of statute of limitations
|
|
(2.1
|
)
|
|
—
|
|
|
—
|
|
|||
Unrecognized tax benefits at December 31
|
|
$
|
4.6
|
|
|
$
|
6.2
|
|
|
$
|
43.0
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Numerator for basic and diluted earnings per share:
|
|
|
|
|
|
||||||
Income from continuing operations attributable to U.S. Concrete
|
$
|
30.0
|
|
|
$
|
26.1
|
|
|
$
|
9.6
|
|
Loss from discontinued operations, net of taxes
|
—
|
|
|
(0.6
|
)
|
|
(0.7
|
)
|
|||
Net income attributable to U.S. Concrete
|
$
|
30.0
|
|
|
$
|
25.5
|
|
|
$
|
8.9
|
|
|
|
|
|
|
|
||||||
Denominator for diluted earnings per share:
|
|
|
|
|
|
||||||
Basic weighted average common shares outstanding
|
16.5
|
|
|
15.9
|
|
|
15.1
|
|
|||
Restricted stock and restricted stock units
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|||
Warrants
|
—
|
|
|
0.6
|
|
|
1.0
|
|
|||
Stock options
|
—
|
|
|
—
|
|
|
—
|
|
|||
Diluted weighted average common shares outstanding
|
16.5
|
|
|
16.6
|
|
|
16.2
|
|
2019
|
|
$
|
18.5
|
|
2020
|
|
14.9
|
|
|
2021
|
|
12.3
|
|
|
2022
|
|
9.5
|
|
|
2023
|
|
7.7
|
|
|
Thereafter
|
|
31.3
|
|
|
Total
|
|
$
|
94.2
|
|
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 |
||||||||||||
|
|
2018
|
|
2017
|
|
|
2018
|
|
2017
|
|
2016
|
|
|
|||||||||||
Western Conference of Teamsters Pension Plan
|
|
91-6145047/001
|
|
Green
|
|
Green
|
|
No
|
|
$
|
5.9
|
|
|
$
|
5.3
|
|
|
$
|
4.8
|
|
|
No
|
|
6/30/2020 to 8/31/2023
|
Local 282 Pension Trust Fund
|
|
11-6245313/001
|
|
Green
|
|
Green
|
|
No
|
|
4.4
|
|
|
4.8
|
|
|
3.9
|
|
|
No
|
|
6/30/2020 to 6/30/2024
|
|||
Operating Engineers Pension Trust Fund
|
|
94-6090764/001
|
|
Red
|
|
Red
|
|
Yes
|
|
1.2
|
|
|
1.1
|
|
|
1.1
|
|
|
No
|
|
7/1/2021
|
|||
Trucking Employees of North Jersey Pension Fund
(1)
|
|
22-6063702/001
|
|
Red
|
|
Red
|
|
Yes
|
|
0.6
|
|
|
0.7
|
|
|
0.7
|
|
|
No
|
|
4/30/2018
|
|||
Other
(2)
|
|
Various
|
|
Various
|
|
Various
|
|
Various
|
|
2.0
|
|
|
1.9
|
|
|
1.7
|
|
|
No
|
|
4/30/2018 to
6/30/2024 |
|||
Total
|
|
|
|
|
|
|
|
|
|
$
|
14.1
|
|
|
$
|
13.8
|
|
|
$
|
12.2
|
|
|
|
|
|
(1)
|
We were actively negotiating the Collective Bargaining Agreement for this plan as of December 31, 2018.
|
(2)
|
We were actively negotiating the Collective Bargaining Agreement for three of the plans included in Other as of December 31, 2018.
|
|
|
2018
|
||||||||||||||
|
|
(in millions except per share data)
|
||||||||||||||
|
|
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
|
|
|
|
2017
|
||||||||||||||
|
|
(in millions, except per share data)
|
||||||||||||||
|
|
First
Quarter |
|
Second
Quarter |
|
Third
Quarter |
|
Fourth
Quarter |
||||||||
Revenue
|
|
$
|
299.1
|
|
|
$
|
340.9
|
|
|
$
|
354.6
|
|
|
$
|
341.3
|
|
Operating income
|
|
$
|
21.3
|
|
|
$
|
30.3
|
|
|
$
|
27.7
|
|
|
$
|
(0.3
|
)
|
Income from continuing operations
|
|
$
|
7.0
|
|
|
$
|
(2.2
|
)
|
|
$
|
24.3
|
|
|
$
|
(2.9
|
)
|
Net income (loss)
|
|
$
|
6.9
|
|
|
$
|
(2.3
|
)
|
|
$
|
24.1
|
|
|
$
|
(3.0
|
)
|
Net income (loss) attributable to U.S. Concrete
|
|
$
|
6.9
|
|
|
$
|
(2.3
|
)
|
|
$
|
24.1
|
|
|
$
|
(3.1
|
)
|
Net income (loss) per share attributable to U.S. Concrete - basic
|
|
$
|
0.44
|
|
|
$
|
(0.15
|
)
|
|
$
|
1.50
|
|
|
$
|
(0.19
|
)
|
Net income (loss) per share attributable to U.S. Concrete - diluted
|
|
$
|
0.42
|
|
|
$
|
(0.15
|
)
|
|
$
|
1.45
|
|
|
$
|
(0.19
|
)
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Revenue:
|
|
|
|
|
|
|
||||||
Ready-mixed concrete
|
|
|
|
|
|
|
||||||
Sales to external customers
|
|
$
|
1,306.5
|
|
|
$
|
1,213.0
|
|
|
$
|
1,061.0
|
|
Aggregate products
|
|
|
|
|
|
|
||||||
Sales to external customers
|
|
136.5
|
|
|
49.8
|
|
|
41.7
|
|
|||
Intersegment sales
|
|
46.1
|
|
|
40.9
|
|
|
34.7
|
|
|||
Total aggregate products
|
|
182.6
|
|
|
90.7
|
|
|
76.4
|
|
|||
Total reportable segment revenue
|
|
1,489.1
|
|
|
1,303.7
|
|
|
1,137.4
|
|
|||
Other products and eliminations
|
|
17.3
|
|
|
32.3
|
|
|
30.8
|
|
|||
Total revenue
|
|
$
|
1,506.4
|
|
|
$
|
1,336.0
|
|
|
$
|
1,168.2
|
|
|
|
|
|
|
|
|
||||||
Reportable Segment Adjusted EBITDA:
|
|
|
|
|
|
|
||||||
Ready-mixed concrete
|
|
$
|
179.2
|
|
|
$
|
185.8
|
|
|
$
|
157.5
|
|
Aggregate products
|
|
41.6
|
|
|
27.2
|
|
|
21.7
|
|
|||
Total reportable segment Adjusted EBITDA
|
|
$
|
220.8
|
|
|
$
|
213.0
|
|
|
$
|
179.2
|
|
|
|
|
|
|
|
|
||||||
Reconciliation of Total Reportable Segment Adjusted EBITDA to Income From Continuing Operations:
|
|
|
|
|
|
|
||||||
Total reportable segment Adjusted EBITDA
|
|
$
|
220.8
|
|
|
$
|
213.0
|
|
|
$
|
179.2
|
|
Other products and eliminations income from operations
|
|
21.7
|
|
|
10.8
|
|
|
9.9
|
|
|||
Corporate overhead
|
|
(54.9
|
)
|
|
(56.3
|
)
|
|
(43.5
|
)
|
|||
Depreciation, depletion and amortization for reportable segments
|
|
(85.8
|
)
|
|
(63.1
|
)
|
|
(50.6
|
)
|
|||
Acquisition related costs
|
|
(1.4
|
)
|
|
—
|
|
|
—
|
|
|||
Impairment of goodwill and other assets
|
|
(1.3
|
)
|
|
(6.2
|
)
|
|
—
|
|
|||
Hurricane-related losses for reportable segments
|
|
0.8
|
|
|
(3.0
|
)
|
|
—
|
|
|||
Quarry dredge costs for specific event for reportable segments
|
|
(1.1
|
)
|
|
(3.4
|
)
|
|
—
|
|
|||
Purchase accounting adjustments for inventory
|
|
(0.8
|
)
|
|
(1.3
|
)
|
|
—
|
|
|||
Eminent domain costs
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|||
Litigation settlement costs
|
|
(2.1
|
)
|
|
—
|
|
|
—
|
|
|||
Interest expense, net
|
|
(46.4
|
)
|
|
(42.0
|
)
|
|
(27.7
|
)
|
|||
Corporate loss on early extinguishment of debt
|
|
—
|
|
|
(0.1
|
)
|
|
(12.0
|
)
|
|||
Corporate derivative loss
|
|
—
|
|
|
(0.8
|
)
|
|
(19.9
|
)
|
|||
Change in value of contingent consideration for reportable segments
|
|
—
|
|
|
(7.9
|
)
|
|
(5.2
|
)
|
|||
Corporate, other products and eliminations other income, net
|
|
(0.7
|
)
|
|
(1.1
|
)
|
|
0.6
|
|
|||
Income from continuing operations before income taxes
|
|
48.1
|
|
|
38.6
|
|
|
30.8
|
|
|||
Income tax expense
|
|
16.8
|
|
|
12.4
|
|
|
21.2
|
|
|||
Income from continuing operations
|
|
$
|
31.3
|
|
|
$
|
26.2
|
|
|
$
|
9.6
|
|
Capital Expenditures:
|
|
2018
|
|
2017
|
|
2016
|
||||||
Ready-mixed concrete
|
|
$
|
24.0
|
|
|
$
|
21.7
|
|
|
$
|
25.3
|
|
Aggregate products
|
|
13.8
|
|
|
18.9
|
|
|
11.2
|
|
|||
Other products and corporate
|
|
2.1
|
|
|
2.1
|
|
|
3.9
|
|
|||
Total capital expenditures
|
|
$
|
39.9
|
|
|
$
|
42.7
|
|
|
$
|
40.4
|
|
Revenue by Product:
|
|
2018
|
|
2017
|
|
2016
|
||||||
Ready-mixed concrete
|
|
$
|
1,306.5
|
|
|
$
|
1,213.0
|
|
|
$
|
1,061.0
|
|
Aggregate products
|
|
136.5
|
|
|
49.8
|
|
|
41.7
|
|
|||
Aggregates distribution
|
|
22.7
|
|
|
30.6
|
|
|
25.5
|
|
|||
Building materials
|
|
26.2
|
|
|
24.4
|
|
|
19.9
|
|
|||
Lime
|
|
7.4
|
|
|
9.9
|
|
|
11.1
|
|
|||
Hauling
|
|
4.8
|
|
|
5.6
|
|
|
5.4
|
|
|||
Other
|
|
2.3
|
|
|
2.7
|
|
|
3.6
|
|
|||
Total revenue
|
|
$
|
1,506.4
|
|
|
$
|
1,336.0
|
|
|
$
|
1,168.2
|
|
|
|
December 31,
|
||||||||||
Identifiable Property, Plant and Equipment Assets:
|
|
2018
|
|
2017
|
|
2016
|
||||||
Ready-mixed concrete
|
|
$
|
295.5
|
|
|
$
|
266.6
|
|
|
$
|
229.1
|
|
Aggregate products
|
|
355.0
|
|
|
342.1
|
|
(1)
|
87.1
|
|
|||
Other products and corporate
|
|
29.7
|
|
|
27.6
|
|
(1)
|
21.2
|
|
|||
Total identifiable assets
|
|
$
|
680.2
|
|
|
$
|
636.3
|
|
|
$
|
337.4
|
|
Derivative Instruments Not Designated
as Hedging Instruments under ASC 815 |
|
Classification in
Statement of Operations |
|
2018
|
|
2017
|
|
2016
|
||||||
Warrants
|
|
Derivative loss
|
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
19.9
|
|
|
2017
|
|
2016
|
||||
Revenue
|
$
|
—
|
|
|
$
|
—
|
|
Operating expenses, net
|
(1.0
|
)
|
|
(1.2
|
)
|
||
Loss from discontinued operations, before income taxes
|
(1.0
|
)
|
|
(1.2
|
)
|
||
Income tax benefit
|
(0.4
|
)
|
|
(0.5
|
)
|
||
Loss from discontinued operations
|
$
|
(0.6
|
)
|
|
$
|
(0.7
|
)
|
|
|
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 shareholders' 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
|
||||||||||
ASSETS
|
||||||||||||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
—
|
|
|
$
|
7.0
|
|
|
$
|
15.6
|
|
|
$
|
—
|
|
|
$
|
22.6
|
|
Trade accounts receivable, net
|
|
—
|
|
|
208.7
|
|
|
5.5
|
|
|
—
|
|
|
214.2
|
|
|||||
Inventories
|
|
—
|
|
|
41.0
|
|
|
7.1
|
|
|
—
|
|
|
48.1
|
|
|||||
Other receivables
|
|
16.3
|
|
|
2.6
|
|
|
0.3
|
|
|
—
|
|
|
19.2
|
|
|||||
Prepaid expenses and other
|
|
—
|
|
|
7.0
|
|
|
0.6
|
|
|
—
|
|
|
7.6
|
|
|||||
Intercompany receivables
|
|
14.6
|
|
|
—
|
|
|
—
|
|
|
(14.6
|
)
|
|
—
|
|
|||||
Total current assets
|
|
30.9
|
|
|
266.3
|
|
|
29.1
|
|
|
(14.6
|
)
|
|
311.7
|
|
|||||
Property, plant and equipment, net
|
|
—
|
|
|
416.9
|
|
|
219.4
|
|
|
—
|
|
|
636.3
|
|
|||||
Goodwill
|
|
—
|
|
|
142.2
|
|
|
62.5
|
|
|
—
|
|
|
204.7
|
|
|||||
Intangible assets, net
|
|
—
|
|
|
115.5
|
|
|
2.6
|
|
|
—
|
|
|
118.1
|
|
|||||
Investment in subsidiaries
|
|
544.3
|
|
|
—
|
|
|
—
|
|
|
(544.3
|
)
|
|
—
|
|
|||||
Long-term intercompany receivables
|
|
322.2
|
|
|
—
|
|
|
—
|
|
|
(322.2
|
)
|
|
—
|
|
|||||
Other non-current assets
|
|
—
|
|
|
4.4
|
|
|
1.6
|
|
|
(0.7
|
)
|
|
5.3
|
|
|||||
Total assets
|
|
$
|
897.4
|
|
|
$
|
945.3
|
|
|
$
|
315.2
|
|
|
$
|
(881.8
|
)
|
|
$
|
1,276.1
|
|
LIABILITIES AND EQUITY
|
||||||||||||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
|
$
|
—
|
|
|
$
|
115.5
|
|
|
$
|
1.6
|
|
|
—
|
|
|
$
|
117.1
|
|
|
Accrued liabilities
|
|
6.7
|
|
|
53.1
|
|
|
5.6
|
|
|
—
|
|
|
65.4
|
|
|||||
Current maturities of long-term debt
|
|
—
|
|
|
25.3
|
|
|
0.7
|
|
|
—
|
|
|
26.0
|
|
|||||
Intercompany payables
|
|
—
|
|
|
—
|
|
|
14.6
|
|
|
(14.6
|
)
|
|
—
|
|
|||||
Total current liabilities
|
|
6.7
|
|
|
193.9
|
|
|
22.5
|
|
|
(14.6
|
)
|
|
208.5
|
|
|||||
Long-term debt, net of current maturities
|
|
608.2
|
|
|
58.5
|
|
|
0.7
|
|
|
—
|
|
|
667.4
|
|
|||||
Other long-term obligations and deferred credits
|
|
2.0
|
|
|
88.7
|
|
|
2.6
|
|
|
—
|
|
|
93.3
|
|
|||||
Deferred income taxes
|
|
—
|
|
|
5.5
|
|
|
—
|
|
|
(0.7
|
)
|
|
4.8
|
|
|||||
Long-term intercompany payables
|
|
—
|
|
|
195.3
|
|
|
126.9
|
|
|
(322.2
|
)
|
|
—
|
|
|||||
Total liabilities
|
|
616.9
|
|
|
541.9
|
|
|
152.7
|
|
|
(337.5
|
)
|
|
974.0
|
|
|||||
Total shareholder's equity
|
|
280.5
|
|
|
403.4
|
|
|
140.8
|
|
|
(544.3
|
)
|
|
280.4
|
|
|||||
Non-controlling interest
|
|
—
|
|
|
—
|
|
|
21.7
|
|
|
—
|
|
|
21.7
|
|
|||||
Total equity
|
|
280.5
|
|
|
403.4
|
|
|
162.5
|
|
|
(544.3
|
)
|
|
302.1
|
|
|||||
Total liabilities and equity
|
|
$
|
897.4
|
|
|
$
|
945.3
|
|
|
$
|
315.2
|
|
|
$
|
(881.8
|
)
|
|
$
|
1,276.1
|
|
|
|
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 goodwill and other assets
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|||||
Loss (gain) on sale of business and assets, 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, equity in earnings of subsidiaries and non-controlling interest
|
|
(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 of business and assets, net
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|||||
Operating income (loss)
|
|
(0.9
|
)
|
|
91.5
|
|
|
(11.6
|
)
|
|
—
|
|
|
79.0
|
|
|||||
Interest expense, net
|
|
39.8
|
|
|
1.6
|
|
|
0.6
|
|
|
—
|
|
|
42.0
|
|
|||||
Derivative loss
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|||||
Loss on extinguishment of debt
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||||
Other expense (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 and non-controlling interest
|
|
(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 and non-controlling interest
|
|
(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 and Reclassifications
|
|
U.S. Concrete Consolidated
|
||||||||||
Revenue
|
|
$
|
—
|
|
|
$
|
1,147.6
|
|
|
$
|
20.6
|
|
|
$
|
—
|
|
|
$
|
1,168.2
|
|
Cost of goods sold before depreciation, depletion and amortization
|
|
—
|
|
|
904.6
|
|
|
17.7
|
|
|
—
|
|
|
922.3
|
|
|||||
Selling, general and administrative expenses
|
|
—
|
|
|
97.3
|
|
|
2.7
|
|
|
—
|
|
|
100.0
|
|
|||||
Depreciation, depletion and amortization
|
|
—
|
|
|
52.8
|
|
|
2.1
|
|
|
—
|
|
|
54.9
|
|
|||||
Change in value of contingent consideration
|
|
0.2
|
|
|
5.0
|
|
|
—
|
|
|
—
|
|
|
5.2
|
|
|||||
Gain on sale of business and assets, net
|
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|||||
Operating income (loss)
|
|
(0.2
|
)
|
|
89.3
|
|
|
(1.9
|
)
|
|
—
|
|
|
87.2
|
|
|||||
Interest expense, net
|
|
25.9
|
|
|
1.8
|
|
|
—
|
|
|
—
|
|
|
27.7
|
|
|||||
Derivative loss
|
|
19.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19.9
|
|
|||||
Loss on extinguishment of debt
|
|
12.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.0
|
|
|||||
Other expense (income), net
|
|
—
|
|
|
(3.2
|
)
|
|
—
|
|
|
—
|
|
|
(3.2
|
)
|
|||||
Income (loss) from continuing operations before income taxes and equity in earnings of subsidiaries
|
|
(58.0
|
)
|
|
90.7
|
|
|
(1.9
|
)
|
|
—
|
|
|
30.8
|
|
|||||
Income tax (benefit) expense
|
|
(15.1
|
)
|
|
36.9
|
|
|
(0.6
|
)
|
|
—
|
|
|
21.2
|
|
|||||
Net income (loss) from continuing operations before equity in earnings of subsidiaries
|
|
(42.9
|
)
|
|
53.8
|
|
|
(1.3
|
)
|
|
—
|
|
|
9.6
|
|
|||||
Loss from discontinued operations, net of taxes and before equity in earnings of subsidiaries
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|||||
Net income (loss) before equity in earnings of subsidiaries
|
|
(42.9
|
)
|
|
53.1
|
|
|
(1.3
|
)
|
|
—
|
|
|
8.9
|
|
|||||
Equity in earnings of subsidiaries
|
|
51.8
|
|
|
—
|
|
|
—
|
|
|
(51.8
|
)
|
|
—
|
|
|||||
Net income (loss)
|
|
$
|
8.9
|
|
|
$
|
53.1
|
|
|
$
|
(1.3
|
)
|
|
$
|
(51.8
|
)
|
|
$
|
8.9
|
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
U.S. Concrete Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
(32.5
|
)
|
|
$
|
156.4
|
|
|
$
|
2.0
|
|
|
$
|
(3.1
|
)
|
|
$
|
122.8
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant and equipment
|
|
—
|
|
|
(35.9
|
)
|
|
(4.0
|
)
|
|
—
|
|
|
(39.9
|
)
|
|||||
Payments related to acquisitions, net of cash acquired
|
|
—
|
|
|
(72.3
|
)
|
|
—
|
|
|
—
|
|
|
(72.3
|
)
|
|||||
Proceeds from disposals of businesses and property, plant and equipment
|
|
—
|
|
|
20.7
|
|
|
—
|
|
|
—
|
|
|
20.7
|
|
|||||
Purchases of environmental credits
|
|
—
|
|
|
—
|
|
|
(2.8
|
)
|
|
—
|
|
|
(2.8
|
)
|
|||||
Insurance proceeds from property loss 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 exercise of stock options
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||||
Payments of other long-term obligations
|
|
(2.2
|
)
|
|
(3.7
|
)
|
|
—
|
|
|
—
|
|
|
(5.9
|
)
|
|||||
Payments for other financing
|
|
—
|
|
|
(28.5
|
)
|
|
(1.1
|
)
|
|
—
|
|
|
(29.6
|
)
|
|||||
Payments for share repurchases
|
|
(6.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.7
|
)
|
|||||
Other treasury share purchases
|
|
(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
|
|
—
|
|
|
3.7
|
|
|
(6.3
|
)
|
|
—
|
|
|
(2.6
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
|
—
|
|
|
7.0
|
|
|
15.6
|
|
|
—
|
|
|
22.6
|
|
|||||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
10.7
|
|
|
$
|
9.3
|
|
|
$
|
—
|
|
|
$
|
20.0
|
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
U.S. Concrete Consolidated
|
||||||||||
Net cash (used in) provided by 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 related to acquisitions, net of cash acquired
|
|
(236.1
|
)
|
|
(59.0
|
)
|
|
—
|
|
|
—
|
|
|
(295.1
|
)
|
|||||
Proceeds from disposals 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 exercise of warrants and stock options
|
|
2.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.7
|
|
|||||
Payments of other long-term obligations
|
|
(4.2
|
)
|
|
(4.8
|
)
|
|
—
|
|
|
—
|
|
|
(9.0
|
)
|
|||||
Payments for other financing
|
|
—
|
|
|
(20.2
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(20.3
|
)
|
|||||
Debt issuance costs
|
|
(4.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.5
|
)
|
|||||
Other treasury share purchases
|
|
(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
|
|
|||||
Effect of exchange rates on cash and cash equivalents
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
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
|
|
|
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
U.S. Concrete Consolidated
|
||||||||||
Net cash provided by (used in) operating activities
|
|
$
|
(19.7
|
)
|
|
$
|
134.7
|
|
|
$
|
1.0
|
|
|
$
|
—
|
|
|
$
|
116.0
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant and equipment
|
|
—
|
|
|
(37.5
|
)
|
|
(2.9
|
)
|
|
—
|
|
|
(40.4
|
)
|
|||||
Payments related to acquisitions, net of cash acquired
|
|
—
|
|
|
(127.9
|
)
|
|
—
|
|
|
—
|
|
|
(127.9
|
)
|
|||||
Proceeds from disposals of businesses and property, plant and equipment
|
|
—
|
|
|
4.3
|
|
|
—
|
|
|
—
|
|
|
4.3
|
|
|||||
Insurance proceeds from property loss claims
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|||||
Investment in subsidiaries
|
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities
|
|
(1.5
|
)
|
|
(159.8
|
)
|
|
(2.9
|
)
|
|
1.5
|
|
|
(162.7
|
)
|
|||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from revolver borrowings
|
|
128.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
128.9
|
|
|||||
Repayments of revolver borrowings
|
|
(173.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(173.9
|
)
|
|||||
Proceeds from debt issuance
|
|
400.0
|
|
|
|
|
|
|
|
|
400.0
|
|
||||||||
Repayments of debt
|
|
(200.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(200.0
|
)
|
|||||
Premium paid on early retirement of debt
|
|
(8.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.5
|
)
|
|||||
Proceeds from exercise of stock options and warrants
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|||||
Payments of other long-term obligations
|
|
(0.7
|
)
|
|
(4.0
|
)
|
|
—
|
|
|
—
|
|
|
(4.7
|
)
|
|||||
Payments for other financing
|
|
0.2
|
|
|
(13.6
|
)
|
|
—
|
|
|
—
|
|
|
(13.4
|
)
|
|||||
Debt issuance costs
|
|
(7.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.8
|
)
|
|||||
Other treasury share purchases
|
|
(2.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.9
|
)
|
|||||
Other proceeds
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|||||
Intercompany funding
|
|
(114.4
|
)
|
|
113.9
|
|
|
2.0
|
|
|
(1.5
|
)
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
|
21.2
|
|
|
96.9
|
|
|
2.0
|
|
|
(1.5
|
)
|
|
118.6
|
|
|||||
Net increase (decrease) in cash and cash equivalents
|
|
—
|
|
|
71.8
|
|
|
0.1
|
|
|
—
|
|
|
71.9
|
|
|||||
Cash and cash equivalents at beginning of period
|
|
—
|
|
|
3.8
|
|
|
0.1
|
|
|
|
|
3.9
|
|
||||||
Cash and cash equivalents at end of period
|
|
$
|
—
|
|
|
$
|
75.6
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
75.8
|
|
•
|
On Time Ready Mix, Inc. on January 10, 2018;
|
•
|
Cuttrell Trucking, LLC, Dumas Concrete, LLC, Pampa Concrete Co., Inc., Panhandle Concrete, LLC, Texas Sand & Gravel Co., Inc. on March 2, 2018;
|
•
|
Leon River Aggregate Materials, LLC on August 29, 2018; and
|
•
|
Two individually immaterial operations acquired during March 2018 and September 2018.
|
Plan Category
|
|
Number of Securities
to Be Issued Upon
Exercise of
Outstanding Stock
Options
|
|
Weighted Average
Exercise Price of
Outstanding Stock
Options
|
|
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in First
Column)
|
||||
Equity compensation plans approved by security holders
(1)
|
|
13
|
|
|
$
|
17.23
|
|
|
22
|
|
(1)
|
We adopted a management equity incentive plan (the "2010 Plan"), effective as of August 31, 2010, under which 9.5% of the equity of the Company authorized pursuant to our Plan of Reorganization, on a fully-diluted basis, is reserved for issuance as equity-based awards to management and employees, and 0.5% of such equity, on a fully-diluted basis, is reserved for issuance to directors of the Company. On January 23, 2013, we adopted, and on May 15, 2013, the Company’s stockholders approved the U.S. Concrete, Inc. Long Term Incentive Plan (the “2013 Plan”), which allows, among other things, for approximately 0.5 million shares of common stock to be reserved for grant as equity-based awards to our management, employees and directors. The 2013 Plan enables us to grant stock options, stock appreciation rights, restricted stock awards, restricted stock units, cash-settled equity awards and performance awards. We reserved 2.7 million shares of common stock for issuance in connection with the 2010 and 2013 Plans, and, as of
December 31, 2018
, there were less than
0.1 million
shares remaining for future issuance.
|
|
|
U.S. CONCRETE, INC.
|
|
|
|
|
|
Date:
|
February 26, 2019
|
By:
|
/s/ William J. Sandbrook
|
|
|
|
William J. Sandbrook
|
|
|
|
Chairman, President, and Chief Executive Officer
|
Signature
|
|
Title
|
|
|
|
/s/ William J. Sandbrook
|
|
Chairman, President, 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/ Kurt M. Cellar
|
|
Director
|
Kurt M. Cellar
|
|
|
|
|
|
/s/ Michael D. Lundin
|
|
Director
|
Michael D. Lundin
|
|
|
|
|
|
/s/ Robert M. Rayner
|
|
Director
|
Robert M. Rayner
|
|
|
|
|
|
/s/ Colin M. Sutherland
|
|
Director
|
Colin M. Sutherland
|
|
|
|
|
|
/s/ Theodore P. Rossi
|
|
Director
|
Theodore P. Rossi
|
|
|
|
|
|
/s/ Susan M. Ball
|
|
Director
|
Susan M. Ball
|
|
|
Exhibit
Number
|
|
Description
|
2.1*
|
|
|
3.1*
|
|
|
3.2*
|
|
|
3.3*
|
|
|
4.1*
|
|
|
4.2*
|
|
|
4.3*
|
|
|
4.4*
|
|
|
10.1*†
|
|
|
10.2*†
|
|
|
10.3*†
|
|
|
10.4*†
|
|
|
10.5*†
|
|
|
10.6*†
|
|
|
10.7*†
|
|
|
10.8*†
|
|
|
10.9*†
|
|
|
10.10*†
|
|
|
10.11*†
|
|
|
10.12*†
|
|
|
10.13*†
|
|
10.14*
|
|
|
10.15*
|
|
|
10.16*+
|
|
|
10.17*†
|
|
|
10.18*
|
|
|
10.19*†
|
|
|
10.20*†
|
|
|
10.21*†
|
|
|
10.22*†
|
|
|
10.23*
|
|
|
10.24*
|
|
|
10.25*†
|
|
|
10.26*†
|
|
|
10.27*†
|
|
|
10.28*†
|
|
|
10.29*†
|
|
|
21.1
|
|
|
23.1
|
|
|
23.2
|
|
|
31.1
|
|
|
31.2
|
|
|
32.1
|
|
|
32.2
|
|
|
95.1
|
|
|
101.INS
|
|
—Instance Document
|
101.SCH
|
|
—XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
—XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
—XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
—XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
—XBRL Taxonomy Extension Presentation Linkbase Document
|
1 Year US Concrete Chart |
1 Month US Concrete Chart |
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