<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report: April 20, 2000 Date of earliest event reported: February 10,
2000
-------------------
U.S. CONCRETE, INC.
-------------------
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<CAPTION>
<S> <C> <C>
DELAWARE 1-12977 76-0586680
---------------------------- ------------ -------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
</TABLE>
1300 Post Oak Boulevard, Suite 1220, Houston, TX 77056
------------------------------------------------ ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 499-6200
--------------
<PAGE>
FORM 8-K/A REPORT INDEX
-----------------------
<TABLE>
<CAPTION>
Item No. Page
- -------- ----
<S> <C>
Item 2. Acquisition or Disposition of Assets .............................................................................. 3
Item 7. Financial Statements and Exhibits ................................................................................. 4
Beall Combined Financial Statements........................................................................... A-1
U.S. Concrete, Inc. and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Financial Statements ..................................... B-1
</TABLE>
2
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
2000 Acquisitions
From January 1 through April 5, 2000, U.S. Concrete, Inc. acquired three
businesses. The aggregate consideration it paid in these transactions, all of
which it accounted for as purchases, consisted of $67.4 million in cash and 2.6
million shares of common stock.
These transactions include our acquisition of (1) all the issued and
outstanding capital stock of Beall Industries, Inc. ("Beall-Texas") from Robert
S. Beall and Chase Bank of Texas, N.A., as trustee under four trusts, and (2)
all the issued and outstanding capital stock of Atlas Concrete, Inc., Atlas-Tuck
Concrete, Inc., Stokes Transit-Mix, Inc. and Beall Trucking, Inc. (collectively,
"Beall-Oklahoma") from Fallis Arch Beall, Robert S. Beall and four other owners.
Beall-Texas and Beall-Oklahoma are affiliates under common ownership that engage
primarily in providing ready-mixed concrete and related products and services to
the construction industry and conduct related trucking operations. We intend to
continue these operations as part of our overall strategy of development and
acquisition of ready-mixed concrete businesses. These acquisitions represent our
entry into the Texas and Oklahoma markets.
We negotiated the terms of these acquisitions at arms' length with persons
who were not previously affiliated with us. The aggregate consideration for the
capital stock of Beall-Texas and Beall-Oklahoma consisted of approximately $45.6
million in cash, $3.9 million in debt paid at closing and 1.9 million shares of
our common stock, subject to certain post-closing adjustments. We funded the
acquisitions with borrowings under our credit facility. As we have previously
publicly reported, we increased the size of that facility to $200 million,
effective February 9, 2000.
3
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
Attachment A consists of the audited combined historical
financial statements of Beall Companies for the years ended
December 31, 1999 and 1998.
(b) Pro forma financial information.
Attachment B consists of the unaudited pro forma condensed
consolidated financial statements of U.S. Concrete, Inc. and
Subsidiaries for all 2000 acquisitions.
(c) Exhibits.
2.1/*/ Stock Purchase Agreement, dated January 20, 2000, by and
among Robert S. Beall, Chase Bank of Texas, National
Association, in its capacity as Trustee for Allison
Beall 1999 Trust, Logan Beall 1999 Trust, Allison Beall
Descendents' Trust and Logan Beall Descendents' Trust
and U.S. Concrete, Inc. (Form 8-K dated February 23,
2000, Exhibit 2.1).
2.2/*/ Amendment No. 1 to Stock Purchase Agreement, dated
January 28, 2000, by and among Robert S. Beall, Chase
Bank of Texas, National Association, in its capacity as
trustee for Allison Beall 1999 Trust, Logan Beall 1999
Trust, Allison Beall Descendents' Trust and Logan Beall
Descendents' Trust and U.S. Concrete, Inc. (Form 8-K
dated February 23, 2000, Exhibit 2.2).
2.3/*/ Stock Purchase Agreement, dated January 24, 2000, by and
among Fallis Arch Beall, Nola Sue Beall, Robert S.
Beall, Leigh Ann Gathright, Doris W. Stokes, and Fallis
Arch Beall in his capacity as Trustee for the R.E.
Stokes Trust and U.S. Concrete, Inc. (Form 8-K dated
February 23, 2000, Exhibit 2.3).
23.1 Consent of independent public accountants.
- --------------------
/*/ Incorporated by reference to the filing indicated.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
U.S. CONCRETE, INC.
Date: April 20, 2000 By: /s/ Michael W. Harlan
------------------------------------
Name: Michael W. Harlan
Title: Senior Vice President--Chief
Financial Officer
5
<PAGE>
Attachment A
BEALL COMPANIES
COMBINED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1999
TOGETHER WITH AUDITORS' REPORT
A-1
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Beall Companies:
We have audited the accompanying combined balance sheets of Beall Companies as
defined in Note 1 (the Companies) as of December 31, 1999 and 1998, and the
related combined statements of operations and comprehensive income,
stockholders' equity and cash flows for the years then ended. These financial
statements are the responsibility of the Companies' management. Our
responsibility is to express an opinion on these combined financial statements
based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the financial position of Beall Companies as
of December 31, 1999 and 1998, and the results of their operations and their
cash flows for the years then ended in conformity with accounting principles
generally accepted in the United States.
/s/ Arthur Andersen LLP
Houston, Texas
February 12, 2000
A-2
<PAGE>
BEALL COMPANIES
---------------
COMBINED BALANCE SHEETS--DECEMBER 31, 1999 AND 1998
---------------------------------------------------
<TABLE>
<CAPTION>
1999 1998
ASSETS ---- ----
------
CURRENT ASSETS:
<S> <C> <C>
Cash and cash equivalents $ 2,750,004 $ 1,565,413
Marketable securities 358,856 304,251
Trade accounts and other receivables, net of allowance for doubtful
accounts of $380,170 and $835,824, respectively 7,519,521 6,010,568
Inventories 867,847 525,400
Current deferred tax asset 79,585 26,100
Prepaid expenses and other current assets 148,221 212,898
----------- -----------
Total current assets 11,724,034 8,644,630
PROPERTY, PLANT AND EQUIPMENT, net 18,541,187 15,567,691
OTHER ASSETS 322,415 382,315
----------- -----------
Total assets $30,587,636 $24,594,636
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 3,464,935 $ 3,012,617
Accrued liabilities 1,640,859 1,499,463
Current portion of long-term debt 2,882,216 1,867,126
----------- -----------
Total current liabilities 7,988,010 6,379,206
LONG-TERM DEBT, less current portion 1,518,913 2,151,336
DEFERRED TAX LIABILITY 393,113 265,912
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock 378,120 378,120
Treasury stock, at cost (445,000) (445,000)
Additional paid-in capital 1,376,880 901,880
Accumulated other comprehensive income 125,777 133,330
Retained earnings 19,251,823 14,829,852
----------- -----------
Total stockholders' equity 20,687,600 15,798,182
----------- -----------
Total liabilities and stockholders' equity $30,587,636 $24,594,636
=========== ===========
</TABLE>
The accompanying notes are an integral part of these combined financial
statements.
A-3
<PAGE>
BEALL COMPANIES
---------------
COMBINED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
----------------------------------------------------------
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
----------------------------------------------
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
SALES $64,851,075 $49,499,423
COST OF GOODS SOLD 49,513,364 39,936,130
----------- -----------
Gross profit 15,337,711 9,563,293
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 4,148,595 2,473,788
DEPRECIATION EXPENSE 1,661,064 1,332,329
----------- -----------
Income from operations 9,528,052 5,757,176
OTHER EXPENSE:
Interest expense (341,060) (357,709)
Interest income 100,577 700
Other expense, net (46,935) (48,639)
----------- -----------
Income before provision for income taxes 9,240,634 5,351,528
PROVISION FOR INCOME TAXES 249,673 102,768
----------- -----------
Net income 8,990,961 5,248,760
OTHER COMPREHENSIVE INCOME (LOSS):
Unrealized gain (loss) on available-for-sale securities (7,553) 67,056
----------- -----------
COMPREHENSIVE INCOME $ 8,983,408 $ 5,315,816
=========== ===========
</TABLE>
The accompanying notes are an integral part of these combined financial
statements.
<PAGE>
BEALL COMPANIES
---------------
COMBINED STATEMENTS OF STOCKHOLDERS' EQUITY
-------------------------------------------
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
----------------------------------------------
<TABLE>
<CAPTION>
Accumulated
Treasury Additional Other
Common Stock Paid-In Comprehensive Retained
Stock (at cost) Capital Income Earnings Total
------ --------- ---------- ------------- -------- -----
<S> <C> <C> <C> <C> <C> <C>
BALANCE, December 31, 1997 $378,120 $ - $ 741,880 $ 66,274 $10,957,092 $12,143,366
Net income - - - - 5,248,760 5,248,760
Repurchase of shares - (445,000) - - - (445,000)
Capital contribution - - 160,000 - - 160,000
Distributions - - - - (1,376,000) (1,376,000)
Unrealized gain on available-
for-sale securities - - - 67,056 - 67,056
-------- --------- ---------- --------- ----------- -----------
BALANCE, December 31, 1998 378,120 (445,000) 901,880 133,330 14,829,852 15,798,182
Net income - - - - 8,990,961 8,990,961
Capital contribution - - 475,000 - - 475,000
Distributions - - - - (4,568,990) (4,568,990)
Unrealized loss on
available-for-sale securities - - - (7,553) - (7,553)
-------- --------- ---------- -------- ---------- -----------
BALANCE, December 31, 1999 $378,120 $(445,000) $1,376,880 $125,777 $19,251,823 $20,687,600
======== ========= ========== ======== =========== ===========
</TABLE>
The accompanying notes are an integral part of these combined financial
statements
A-5
<PAGE>
BEALL COMPANIES
---------------
COMBINED STATEMENTS OF CASH FLOWS
---------------------------------
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
----------------------------------------------
<TABLE>
<CAPTION>
1999 1998
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net income $ 8,990,961 $ 5,248,760
Adjustments to reconcile net income to net cash provided by operating
activities--
Depreciation 1,661,064 1,332,329
Net (gain) loss on sale of property, plant and equipment 257,720 (17,192)
Deferred tax provision (benefit) 73,715 (15,058)
Changes in operating assets and liabilities--
Trade accounts and other receivables, net (1,508,953) 1,139,502
Inventories (342,447) 84,486
Prepaid expenses and other current assets 64,677 (212,898)
Other assets 59,900 (194,723)
Accounts payable and accrued liabilities 593,715 (1,077,156)
----------- -----------
Net cash provided by operating activities 9,850,352 6,288,050
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from disposals of property, plant and equipment 1,333,858 86,475
Purchases of marketable securities (62,158) (30,137)
Purchases of property, plant and equipment (6,226,138) (4,794,547)
----------- -----------
Net cash used in investing activities (4,954,438) (4,738,209)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of long-term debt 2,774,651 2,290,524
Repayment of long-term debt (2,391,984) (2,758,982)
Capital contributions 475,000 160,000
Repurchase of shares - (445,000)
Distributions (4,568,990) (1,376,000)
----------- -----------
Net cash used in financing activities (3,711,323) (2,129,458)
----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,184,591 (579,617)
CASH AND CASH EQUIVALENTS, beginning of year 1,565,413 2,145,030
----------- -----------
CASH AND CASH EQUIVALENTS, end of year $ 2,750,004 $ 1,565,413
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for income taxes $ 37,804 $ 16,600
Cash paid during the year for interest 333,779 363,238
</TABLE>
The accompanying notes are an integral part of these combined financial
statements.
A-6
<PAGE>
BEALL COMPANIES
---------------
NOTES TO COMBINED FINANCIAL STATEMENTS
--------------------------------------
1. BUSINESS AND ORGANIZATION:
--------------------------
Beall Companies (the Companies) are primarily engaged in the production and
delivery of ready-mixed concrete.
The following companies are included within the combined group:
Beall Industries, Inc. (Beall)
Beall produces and delivers ready-mixed concrete and lime slurry in the
Dallas/Fort Worth area where Beall has five batch plants. Beall also sells
and transports aggregates and provides bulk transportation services
predominantly in Texas and Oklahoma.
Beall is an S Corporation incorporated in the State of Texas.
R.S. Beall, Inc. (RSB)
RSB owns a fleet of trucks and trailers that are leased to Beall and outside
customers.
RSB is an S Corporation incorporated in the State of Delaware.
Stokes Transit-Mix, Inc. (Stokes)
Stokes produces and delivers ready-mixed concrete in southwest Oklahoma
where Stokes has one batch plant.
Stokes is a C Corporation incorporated in the State of Oklahoma.
Beall Trucking, Inc. (Trucking)
Trucking transports raw materials to ready-mixed concrete operations.
Trucking also acts as a for-hire common carrier trucking company.
Trucking is an S Corporation incorporated in the State of Oklahoma.
Atlas-Tuck Concrete (ATC)
ATC produces and delivers ready-mixed concrete in southwest Oklahoma where
ATC has five batch plants.
ATC is a C Corporation incorporated in the State of Oklahoma.
Atlas Concrete, Inc. (Atlas)
Atlas produces and delivers concrete in southwest Oklahoma where Atlas has
one batch plant.
Atlas is an S Corporation incorporated in the State of Oklahoma.
A-7
<PAGE>
2. BASIS OF PRESENTATION AND
SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES:
--------------------
Basis of Presentation
- ---------------------
The Companies have prepared these financial statements on the accrual basis of
accounting. The combined financial statements include the accounts and the
results of operations of the Companies for all periods during which the
Companies were under common control. All significant intercompany balances and
transactions have been eliminated in combination.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, disclosures of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Fair Value of Financial Instruments
- -----------------------------------
The Companies' financial instruments consist primarily of cash and cash
equivalents, accounts receivable, accounts payable and long-term debt. The
Companies believe that the carrying value of these instruments on the
accompanying combined balance sheet approximates their fair value, due either to
length of maturity or existence of interest rates that approximate market rates.
Cash and Cash Equivalents
- -------------------------
The Companies record as cash equivalents all highly liquid investments having
maturities of three months or less at the date of purchase. At December 31,
1999, the Companies maintained cash balances in various financial institutions
in excess of federally insured limits.
Marketable Securities
- ---------------------
Marketable securities have been classified as available-for-sale securities, and
the net unrealized gain or loss on securities has been recorded in stockholders'
equity.
Concentration of Credit Risk
- ----------------------------
The Companies sell to various residential and commercial customers in the Texas
and Oklahoma area who may be affected by changes in economic or other external
conditions. The Companies manage their exposure to credit risk through ongoing
credit evaluations.
Inventories
- -----------
Inventories consist primarily of raw materials. The Companies use the first-in,
first-out method to value inventories at the lower of cost or market.
Prepaid Expenses and Other Current Assets
- -----------------------------------------
Prepaid expenses and other current assets primarily include amounts the
Companies have paid for fuel, property taxes, licenses and insurance. The
Companies expense or amortize all prepaid amounts as used or over the period of
benefit, as applicable.
A-8
<PAGE>
Property, Plant and Equipment, Net
- ----------------------------------
The Companies state property, plant and equipment at cost. The Companies use
the straight-line method to compute depreciation of these assets over their
estimated useful lives.
The Companies expense maintenance and repair cost when incurred and capitalize
and depreciate expenditures for major renewals and betterments that extend the
useful lives of existing assets. When the Companies retire or dispose of
property, plant and equipment, the related cost and accumulated depreciation are
removed from the accounts and any resulting gain or loss is reflected in the
combined statements of operations and comprehensive income.
Sales and Expenses
- ------------------
The Companies recognize sales when products are delivered or transportation
services are provided. Cost of goods sold consists primarily of product costs
and operating expenses. Operating expenses consist of wages and benefits of
employees, plant operations, repairs and maintenance, and truck expenses.
Selling expenses consist primarily of sales commissions, salaries of sales
managers and travel and entertainment expenses. General and administrative
expenses consist primarily of executive compensation and related benefits,
administrative salaries and benefits, office rent and utilities, communication
expenses and professional fees.
Income Taxes
- ------------
Certain of the Companies elected S Corporation status pursuant to the Internal
Revenue Code, whereby they are not subject to federal income taxes, and their
stockholders report their respective shares of taxable earnings or losses in
their personal tax returns. As S Corporations, these companies are subject to
state taxation at rates of 4.5 percent and 6.0 percent in the States of Texas
and Oklahoma, respectively.
The remainder of the Companies account for income taxes in accordance with
Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for
Income Taxes." Under SFAS No. 109, deferred income taxes are recognized for the
tax consequences in future years of differences between the tax bases of assets
and liabilities and their financial reporting amounts at each year-end based on
enacted tax laws and statutory tax rates applicable to the periods in which the
differences are expected to affect taxable income.
Accounting for the Impairment of Long-Lived Assets
- --------------------------------------------------
The Companies evaluate their plant assets for impairment on a plant-by-plant
basis. The Companies market to their customers under a single marketing program
and then determine from which plants to produce. The Companies assess the
recoverability of assets based upon anticipated future cash flows from the
assets. If facts and circumstances lead the Companies' management to believe
that the cost of one of their assets may be impaired, the Companies will (a)
evaluate the extent to which that cost is recoverable by comparing the future
undiscounted cash flows estimated to be associated with that asset to that
asset's carrying amount and (b) write down that carrying amount to market value
or discounted cash flow value to the extent necessary. Using this approach, the
Companies' management has determined that the cash flows would be sufficient to
recover the carrying value of the Companies' long-lived assets as of December
31, 1999.
Comprehensive Income
- --------------------
Comprehensive income is defined as all changes in equity except those resulting
from contributions by stockholders and distributions to stockholders.
A-9
<PAGE>
3. MARKETABLE SECURITIES:
----------------------
Marketable securities consist of equity securities classified as available-for-
sale and are reported at market value.
<TABLE>
<CAPTION>
December 31
-----------
1999 1998
---- ----
Cost Market Cost Market
---- ------ ---- ------
<S> <C> <C> <C> <C>
Marketable securities $233,079 $358,856 $170,921 $304,251
</TABLE>
Unrealized gains on available-for-sale securities were $125,777 and $133,330 at
December 31, 1999 and 1998, respectively, and are reflected in stockholders'
equity in the accompanying combined balance sheets.
4. PROPERTY, PLANT AND EQUIPMENT:
------------------------------
Property, plant and equipment consist of the following:
<TABLE>
<CAPTION>
Estimated December 31
Useful Lives -----------
in Years 1999 1998
------------ ---- ----
<S> <C> <C> <C>
Land - $ 113,611 $ 113,611
Buildings and improvements 25 597,036 259,761
Machinery and equipment 5-20 5,705,022 5,164,584
Mixers, trucks and other vehicles 5-20 20,013,196 17,706,266
Furniture and fixtures 15 182,334 205,573
----------- -----------
26,611,199 23,449,795
Less-- Accumulated depreciation (8,070,012) (7,882,104)
----------- -----------
Property, plant and equipment, net $18,541,187 $15,567,691
=========== ===========
</TABLE>
5. REVOLVING LINE OF CREDIT:
-------------------------
On July 23, 1999, Beall entered into a $2,500,000 revolving line of credit with
a financial institution which expires July 23, 2000, and bears interest at the
prime rate which is 8.5 percent as of December 31, 1999. As of December 31,
1999, Beall had no borrowings outstanding under this line of credit.
On July 23, 1999, RSB entered into a $3,650,000 revolving line of credit with a
financial institution which expires July 23, 2000, and bears interest at the
prime rate which is 8.5 percent as of December 31, 1999. As of December 31,
1999, RSB had no borrowings outstanding under this line of credit.
The lines of credit are personally guaranteed by certain stockholders.
A-10
<PAGE>
6. LONG-TERM DEBT:
---------------
Long-term debt consists of the following:
<TABLE>
<CAPTION>
December 31
----------------------------------
1999 1998
--------------- ----------------
<S> <C> <C>
Notes payable to a financial institution, interest payable monthly at prime
(8.50% at December 31, 1999), collateralized by various equipment, maturity
dates ranging from February 2000 to November 2002 $ 3,642,843 $ 3,026,332
Notes payable to a financial institution, interest payable monthly at rates
ranging from 8.0% to 8.5%, collateralized by various mixers, trucks and other
vehicles, maturity dates ranging from August 2000 to May 2002 389,738 490,869
Notes payable to a financial institution, interest payable monthly at 8.0%,
collateralized by various mixers, trucks and other vehicles, maturity dates
ranging from January 2002 to August 2002 294,053 175,700
Notes payable to financial institution, interest payable monthly at 8.65%,
collateralized by various equipment, due in July 2000 60,393 181,177
Notes payable to a financial institution, interest payable monthly at 8.0%,
collateralized by various equipment, due in June 1999 - 90,894
Other 14,102 53,490
----------- -----------
Total long-term debt 4,401,129 4,018,462
Less-- Current portion (2,882,216) (1,867,126)
----------- -----------
Total long-term debt, less current portion $ 1,518,913 $ 2,151,336
=========== ===========
</TABLE>
Substantially all the notes payable are personally guaranteed by certain
stockholders.
Scheduled maturities of long-term debt are as follows:
For the year ending December 31-
2000 $2,882,216
2001 1,295,202
2002 223,711
----------
$4,401,129
==========
7. INCOME TAXES:
-------------
The components of the provision (benefit) for federal and state income taxes are
as follows:
<TABLE>
<CAPTION>
December 31
-----------
1999 1998
---- ----
<S> <C> <C>
Federal--
Current $148,818 $ 99,652
Deferred 62,345 (12,735)
State--
Current 27,140 18,174
Deferred 11,370 (2,323)
-------- --------
Total provision $249,673 $102,768
======== ========
</TABLE>
A-11
<PAGE>
Actual income tax expense differs from income tax expense computed by applying
the U.S. federal statutory corporate tax rate of 35 percent to income before
provision for income taxes as follows:
<TABLE>
<CAPTION>
For the Year Ended
December 31
-------------------
1999 1998
---- ----
<S> <C> <C>
Provision at the statutory rate $220,703 $ 92,281
Increase resulting from--
Nondeductible expenses 3,938 184
State income tax, net of federal benefit 25,032 10,303
-------- --------
Total provision $249,673 $102,768
======== ========
</TABLE>
The tax effects of temporary differences representing deferred tax assets and
liabilities result principally from the following:
<TABLE>
<CAPTION>
December 31
-----------
1999 1998
---- -----
<S> <C> <C>
Deferred income tax assets--
Net operating loss $ 263,835 $ 461,031
Accrued expenses 78,281 10,083
Other 1,361 17,425
--------- ---------
Total deferred income tax assets 343,477 488,539
--------- ---------
Deferred income tax liabilities--
Property, plant and equipment (657,005) (728,351)
--------- ---------
Total deferred income tax liabilities (657,005) (728,351)
--------- ---------
Net deferred income tax asset (liability) $(313,528) $(239,812)
========= =========
</TABLE>
8. STOCKHOLDERS' EQUITY:
---------------------
Common stock consists of the following:
<TABLE>
<CAPTION>
Authorized Issued Outstanding Par Value
---------- ------ ----------- ---------
<S> <C> <C> <C> <C>
Beall 100,000 50,000 50,000 $.01
RSB 1,500 723 723 -
Stokes 2,000 1,391 1,391 100
Trucking 50,000 5,000 5,000 1
ATC 40,000 18,302 18,302 10
Atlas 6,000 5,050 5,050 10
</TABLE>
9. RELATED-PARTY TRANSACTIONS:
------------------------------
The Companies lease, on a month-to-month basis, from their stockholders the
property on which certain of the batch plants reside. Lease expense for these
properties was $195,961 and $136,800 for the years ended December 31, 1999 and
1998, respectively.
During 1999 and 1998, Beall paid $100,000 and $310,000, respectively, to a
related party for certain consulting services.
A-12
<PAGE>
10. COMMITMENTS AND CONTINGENCIES:
------------------------------
Litigation
- ----------
In the normal course of doing business, the Companies occasionally become
parties to litigation. In the opinion of management, pending or threatened
litigation involving the Companies will not have a material adverse effect on
their financial condition.
11. SIGNIFICANT SUPPLIERS:
----------------------
Significant suppliers of the Companies represented purchases as a percent of
total purchases for the year ended December 31, 1999, as follows:
Supplier, Holnam, Inc. 16%
Supplier, Hanson Aggregates 10
12. SUBSEQUENT EVENT:
-----------------
On February 10, 2000, the Companies were acquired by U.S. Concrete, Inc. As a
result of the acquisition transaction, the holders of all of the outstanding
shares of common stock of the Companies received cash and common stock of U.S.
Concrete, Inc. in exchange for their shares.
A-13
<PAGE>
Attachment B
U.S. CONCRETE, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1999
(in thousands)
<TABLE>
<CAPTION>
U.S. Other 2000 Pro Forma As
Concrete Beall Acquisitions Adjustments Adjusted
-------- ----- ------------ ----------- --------
ASSETS
<S> <C> <C> <C> <C> <C>
Current assets:
Cash, cash equivalents, and marketable securities $ 627 $ 3,109 $ 1,574 $ (1,696) $ 3,614
Trade and other accounts receivable, net 44,085 7,520 2,624 (47) 54,182
Receivables from related parties 1,496 - - 11 1,507
Inventories 4,351 868 227 (77) 5,369
Prepaid expenses and other current assets 1,758 228 100 472 2,558
-------- ------- ------- -------- --------
Total current assets 52,317 11,725 4,525 (1,337) 67,230
-------- ------- ------- -------- --------
Property, plant and equipment, net 53,949 18,541 6,843 (1,748) 77,585
Goodwill, net 105,492 - - 54,574 160,066
Other assets 976 322 39 (281) 1,056
-------- ------- ------- -------- --------
Total assets $212,734 $30,588 $11,407 $ 51,208 $305,937
======== ======= ======= ========= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt $ 140 $ 2,882 $ 1,146 $ (4,028) $ 140
Accounts payable and accrued liabilities 37,599 5,106 2,610 1,972 47,287
-------- ------- ------- -------- -------
Total current liabilities 37,739 7,988 3,756 (2,056) 47,427
-------- ------- ------- -------- -------
Long-term debt, net of current maturities 57,235 1,519 3,241 62,514 124,509
Deferred income taxes 6,967 393 - - 7,360
Other liabilities - - 102 - 102
-------- ------- ------- -------- -------
Total liabilities 101,941 9,900 7,099 60,458 179,398
-------- ------- ------- -------- -------
Stockholders' equity
Preferred stock - - - - -
Common stock 19 378 52 (427) 22
Additional paid-in capital 104,271 1,377 219 14,147 120,014
Treasury stock, at cost - (445) - 445 -
Retained earnings 6,503 19,378 4,037 (23,415) 6,503
-------- ------- ------- -------- -------
Total stockholders' equity 110,793 20,688 4,308 (9,250) 126,539
-------- ------- ------- -------- -------
Total liabilities and stockholders' equity $212,734 $30,588 $11,407 $ 51,208 $305,937
======== ======= ======= ======== ========
</TABLE>
The accompanying notes are an integral part of these unaudited pro forma
condensed consolidated financial statements.
B-1
<PAGE>
U.S. CONCRETE, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Pro Forma Pro Forma
U.S. 1999 Adjust- Other 2000 Adjust- As
Concrete Acquisitions ments As Adjusted Beall Acquisitions ments Adjusted
-------- ------------ --------- ----------- ------- ------------ --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Sales $167,912 $114,685 $ - $282,597 $64,851 $25,410 $ - $372,858
Cost of goods sold 135,195 89,240 - 224,435 49,513 18,689 - 292,637
-------- -------- ------- -------- ------- ------- ------ --------
Gross profit 32,717 25,445 - 58,162 15,338 6,721 - 80,221
Selling, general and administrative
expenses 9,491 13,299 (2,320) 20,470 4,149 2,061 (2,229) 24,451
Stock compensation charge 2,880 - - 2,880 - - - 2,880
Depreciation and amortization 3,453 2,091 704 6,248 1,661 1,555 478 9,942
-------- -------- ------- -------- ------- ------- ------ --------
Income from operations 16,893 10,055 1,616 28,564 9,528 3,105 1,751 42,948
Interest expense, net 1,708 466 4,128 6,302 240 415 4,263 11,220
Other expense (income), net (663) (889) - (1,552) 47 (63) - (1,568)
-------- -------- ------- -------- ------- ------- ------ --------
Income before income tax
provision (benefit) 15,848 10,478 (2,512) 23,814 9,241 2,753 (2,512) 33,296
Income tax provision (benefit) 7,658 1,282 2,568 11,508 250 - 4,331 16,089
-------- -------- ------- -------- ------- ------- ------ --------
Net income $ 8,190 $ 9,196 $(5,080) $ 12,306 $ 8,991 $ 2,753 $(6,843) $ 17,207
======== ======== ======= ======== ======= ======= ======= ========
Net income per share $0.70 $0.66 $0.81
======== ======== ========
Weighted averages shares 11,782 6,860 18,642 1,857 766 21,265
======== ======== ======== ======= ======= ========
</TABLE>
The accompanying notes are an integral part of these unaudited pro forma
condensed consolidated financial statements.
B-2
<PAGE>
U.S. CONCRETE, INC AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying unaudited pro forma condensed consolidated financial
statements reflect pro forma adjustments to the historical consolidated
financial statements of U.S. Concrete, Inc. which its Annual Report on Form 10-K
for the year ended December 31, 1999 includes. From May 1999 through April 5,
2000, U.S. Concrete acquired 17 businesses, including three in the 2000 period.
The historical consolidated financial statements (1) present one of the acquired
businesses as the purchaser of U.S. Concrete and the other 16 businesses and (2)
account for all the purchases in accordance with the purchase method. The
accompanying unaudited pro forma condensed consolidated statements of operations
assume that all the purchases, U.S. Concrete's 1999 IPO and related transactions
occurred on January 1, 1999. The accompanying unaudited pro forma condensed
consolidated balance sheet assumes that the 2000 acquisitions occurred on
December 31, 1999. In these statements, "Beall" collectively refers to related
acquisitions U.S. Concrete effected on February 10, 2000.
The unaudited pro forma condensed consolidated financial statements do not
purport to represent what the combined financial results of operations of U.S.
Concrete actually would have been if these transactions and events had in fact
occurred when assumed and are not necessarily representative of its consolidated
financial results of operations for any future period.
The pro forma adjustments to the accompanying unaudited pro forma condensed
consolidated financial statements reflect:
. contractual reductions in salaries, bonuses and benefits to former
owners of the businesses;
. elimination of legal, accounting and other professional fees incurred
in connection with the acquisitions;
. amortization of goodwill resulting from the acquisitions;
. reduction in interest expense, net of interest expense on borrowings
to fund acquisitions; and
. adjustments to the federal and state income tax provision based on pro
forma operating results.
B-3
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report dated February 12, 2000 on the combined financial
statements of the Beall Companies for the year ended December 31, 1999 included
in this Form 8-K into U.S. Concrete's previously filed Registration Statement on
Form S-8 (File No. 333-83273).
/s/ Arthur Andersen LLP
Houston, Texas
April 17, 2000
