U.S. CONCRETE, INC. (NASDAQ:USCR) Files An 8-K Changes in Registrant’s Certifying Accountant
Item4.01
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Changes in Registrants Certifying Accountant. |
On March21, 2017, the Audit Committee (the Audit
Committee) of the Board of Directors of U.S.
Concrete, Inc., a Delaware corporation (the
Company), in consultation with the
Companys Board of Directors, approved the engagement of Ernst
Young LLP (Ernst
Young) as the Companys new independent
registered public accounting firm, effective March22, 2017.
The Companys current independent registered public accounting
firm, Grant Thornton LLP (Grant
Thornton), was notified on March22, 2017 of its
immediate dismissal.
The reports of Grant Thornton on the Companys consolidated
financial statements for the fiscal years ended December31, 2016
and 2015 did not contain an adverse opinion or a disclaimer of
opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.
During the fiscal years ended December31, 2016 and 2015 and the
subsequent interim period through March22, 2017, there have been
no disagreements (as defined in Item 304(a)(1)(iv) of Regulation
S-K and related instructions) with Grant Thornton on any matter
of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which disagreements,
if not resolved to the satisfaction of Grant Thornton, would have
caused Grant Thornton to make reference thereto in their reports
on the consolidated financial statements for such fiscal years.
During the fiscal years ended December31, 2016 and 2015 and any
subsequent interim period through March22, 2017, there have been
no reportable events (as defined in Item 304(a)(1)(v) of
RegulationS-K), except that the Companys internal control over
financial reporting was not effective due to the existence of
material weaknesses in the Companys internal control over
financial reporting. As disclosed in the Companys Annual Report
on Form 10-K for the fiscal year ended December31, 2016, a
material weakness relating to management review controls
associated with the completeness and accuracy of computations
relating to income tax accounts and disclosures was identified.
As disclosed in the Companys Amendment No.1 on Form 10-K/A, which
amended the Companys Annual Report on Form 10-K for the fiscal
year ended December31, 2015, a material weakness relating to the
accuracy and presentation of the accounting for income taxes,
including the income tax provision and related tax assets and
liabilities was identified.
Grant Thornton discussed each of these matters with the Audit
Committee. The Company has authorized Grant Thornton to fully
respond to the inquiries of Ernst Young, the successor
independent registered public accounting firm, concerning these
matters.
The Company provided Grant Thornton with a copy of the disclosure
it is making herein in response to Item 304(a) of RegulationS-K
and requested that Grant Thornton furnish the Company with a copy
of its letter addressed to the SEC, to Item 304(a)(3) of
Regulation S-K, stating whether or not Grant Thornton agrees with
the statements related to them made by the Company in this
report. A copy of Grant Thorntons letter to the SEC dated
March24, 2017, is attached as Exhibit 16.1 to this report.
During the fiscal years ended December31, 2016 and 2015 and any
subsequent interim period through March22, 2017, neither the
Company, nor anyone on its behalf, consulted Ernst Young
regarding either (i)the application of accounting principles to a
specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the financial
statements of the Company, and no written report or oral advice
was provided to the Company by Ernst Young that Ernst Young
concluded was an important factor considered by the Company in
reaching a decision as to any accounting, auditing or financial
reporting issue; or (ii)any matter that was either the subject of
a disagreement (as defined in Item 304(a)(1)(iv) of Regulation
S-K and the
related instructions) or a reportable event (as that term is
defined in Item 304(a)(1)(v) of Regulation S-K).
| Item5.02 |
Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Resignation of
Chief Financial Officer, Principal Financial Officer and
Principal Accounting Officer
On March24, 2017,
the Company announced that Joseph C. Jody Tusa, Jr., the Companys
Senior Vice President and Chief Financial Officer, has resigned
from his positions with the Company for personal reasons,
effective as of July1, 2017 (the Separation
Date). Mr.Tusas role as principal accounting
officer will cease on April1, 2017. Mr.Tusas anticipated
departure is not as a result of any disagreement with the
Company.
In connection with
the foregoing, on March23, 2017, the Company and Mr.Tusa entered
into a Separation and Transition Agreement (the
Agreement). The Agreement provides that
Mr.Tusa will remain employed with the Company and provide
transition services, as requested by the Chief Executive Officer
of the Company, until the Separation Date. In exchange for
providing transition services, and subject to Mr.Tusas compliance
with the terms of the Agreement, Mr.Tusa will receive the
following payments and benefits from the Company:
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continued payment of his current base salary through the Separation Date; |
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a lump-sum cash payment equal to $365,000, payable within 10 days following the Separation Date; |
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an additional lump-sum cash payment equal to $219,000, payable within 10 days following the Separation Date; |
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payment by the Company of all applicable medical continuation premiums for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act, for the benefit of Mr.Tusa (and his covered dependents as of the date of his termination, if any) under his current plan election for 18 months following the Separation Date; and |
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accelerated vesting of 50% of all outstanding and previously unvested restricted stock awards granted to Mr.Tusa prior to the Separation Date that would otherwise have vested during the twelve-month period following the Separation Date. All other equity awards, including restricted stock awards, granted to Mr.Tusa that remain unvested on Separation Date will be immediately forfeited and cancelled. |
In consideration
of the payments and benefits due to Mr.Tusa under the Agreement,
Mr.Tusa agrees to execute a general release of claims in favor of
the Company and further agrees not to compete with the Company or
solicit the Companys customers or employees for a period of one
year following the Separation Date.
The foregoing
description of the Agreement does not purport to be complete and
is qualified in its entirety by reference to the Agreement
attached hereto as Exhibit 10.1.
Appointment of
Principal Accounting Officer
On March21, 2017,
the Board of Directors of the Company appointed Kevin R. Kohutek
as the Companys principal accounting officer of the Company,
effective as of April1, 2017. On February28, 2017, Mr.Kohutek was
previously appointed as the Companys Chief Accounting Officer,
effective as of April1, 2017.
Kevin R. Kohutek,
age 44, has served as the Companys Regional Vice President and
General Manager for the Atlantic Region since April 2015. From
April 2014 until April 2015, Mr.Kohutek served as the Companys
Vice President and Chief Accounting Officer. From June 2012 until
April 2014, Mr.Kohutek served as the Companys Vice President and
Corporate Controller. From 1997 through 2012, Mr.Kohutek held
various positions at ClubCorp Financial Management Corporation
(ClubCorp), most recently as Vice President of Finance and
previously as Director of Financial Reporting. Prior to joining
ClubCorp in 1997, he served in the assurance practice for KPMG.
Mr.Kohutek holds a Bachelor of Business Administration Degree in
Accounting and Finance form Texas AM University.
There are no
arrangements or understandings between Mr.Kohutek and any other
persons to which he was appointed as an officer of the Company,
he has no family relationships with any of the Companys directors
or executive officers, and he is not a party to, and he does not
have any direct or indirect material interest in, any transaction
requiring disclosure under Item 404(a) of Regulation S-K.
| Item9.01 | Financial Statements and Exhibits. |
(d)Exhibits
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Exhibit No. |
Exhibit |
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| 10.1 |
Separation and Transition Agreement, dated as of March23, 2017, by and between U.S. Concrete, Inc. and Joseph C. Tusa,Jr. |
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| 16.1 | Letter of Grant Thornton LLP dated March24, 2017. |
About U.S. CONCRETE, INC. (NASDAQ:USCR)
U.S. Concrete, Inc. is a producer of ready-mixed concrete in select geographic markets in the United States. The Company conducts its operations through two business segments: ready-mixed concrete and aggregate products. The ready-mixed concrete segment engages principally in the formulation, production and delivery of ready-mixed concrete to its customers’ job sites. The aggregate products segment produces crushed stone, sand and gravel. The Company’ other products include its building materials stores, hauling operations, aggregates distribution terminals, lime slurry, brokered product sales, a recycled aggregates operation, and concrete blocks. The Company also offers the ARIDUS Rapid Drying Concrete technology. As of December 31, 2016, the Company operated 154 standard ready-mixed concrete plants, 16 volumetric ready-mixed concrete plants, 16 producing aggregates facilities, three aggregates distribution terminals, two lime slurry facilities, and one recycled aggregates facility. U.S. CONCRETE, INC. (NASDAQ:USCR) Recent Trading Information
U.S. CONCRETE, INC. (NASDAQ:USCR) closed its last trading session up +0.15 at 66.70 with 178,807 shares trading hands.