uscr-20210630

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________.

Commission File Number: 001-34530

U.S. CONCRETE, INC.

(Exact name of registrant as specified in its charter)


Delaware						76-0586680
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)

Address of principal executive offices, including zip code: 331 N. Main Street, Euless, Texas 76039

Registrant’s telephone number, including area code: (817) 835-4105

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, par value $0.001	USCR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☑

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

There were 17,140,096 shares of common stock, par value $0.001 per share, of the registrant outstanding as of July 26, 2021.

INDEX


		Page No.
Part I – Financial Information
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated Statements of Cash Flows	3
	Condensed Consolidated Statements of Total Equity	5
	Notes to Condensed Consolidated Financial Statements	6
	1. Basis of Presentation	6
	2. Acquisitions and Business Combinations	6
	3. Allowance for Doubtful Accounts and Customer Disputes	8
	4. Inventories	9
	5. Debt	9
	6. Stock-based Compensation	11
	7. Income Taxes	12
	8. Earnings (Loss) Per Share	12
	9. Commitments and Contingencies	12
	10. Segment Information	15

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	29

Part II – Other Information
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 4.	Mine Safety Disclosures	32
Item 6.	Exhibits	33

Signature		34

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

U.S. CONCRETE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions)


	June 30, 2021		December 31, 2020
ASSETS	(Unaudited)
Current assets:
Cash and cash equivalents	$	20.9	$	11.1
Trade accounts receivable, net	193.5		212.5
Inventories	76.5		70.3
Other receivables, net	25.8		13.2
Prepaid expenses and other	9.1		11.1
Total current assets	325.8		318.2
Property, plant and equipment, net of accumulated depreciation, depletion and amortization of $395.3 as of June 30, 2021 and $360.2 as of December 31, 2020	806.8		788.2
Operating lease assets	73.2		76.1
Goodwill	238.0		238.2
Intangible assets, net of accumulated amortization of $102.1 as of June 30, 2021 and $97.5 as of December 31, 2020	60.0		70.9
Other assets	19.8		14.7
Total assets	$	1,523.6	$	1,506.3
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	94.3	$	127.8
Accrued liabilities	75.6		86.1
Current maturities of long-term debt	40.8		33.7
Current operating lease liabilities	14.7		14.3
Total current liabilities	225.4		261.9
Long-term debt, net of current maturities	748.3		668.7
Long-term operating lease liabilities	62.5		65.5
Other long-term obligations and deferred credits	46.4		51.9
Deferred income taxes	61.3		56.6
Total liabilities	1,143.9		1,104.6
Commitments and contingencies (Note 9)
Equity:


Additional paid-in capital	381.4		363.8
Retained earnings	28.2		53.3
Treasury stock, at cost	(52.2)		(37.9)
Total shareholders' equity	357.4		379.2
Non-controlling interest	22.3		22.5
Total equity	379.7		401.7
Total liabilities and equity	$	1,523.6	$	1,506.3

The accompanying notes are an integral part of these condensed consolidated financial statements.

U.S. CONCRETE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions except per share amounts)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Revenue	$	327.4	$	322.7	$	613.1	$	657.1
Cost of goods sold excluding depreciation, depletion and amortization	259.4		250.1		492.5		524.0
Selling, general and administrative expenses	48.3		31.7		77.6		65.4
Depreciation, depletion and amortization	25.7		25.2		50.1		48.6
Change in value of contingent consideration	—		(5.8)		(0.1)		(5.5)

Gain on sale/disposal of assets and business, net	(0.1)		(0.1)		(1.6)		(0.1)
Operating income (loss)	(5.9)		21.6		(5.4)		24.7
Interest expense, net	10.3		11.4		20.7		22.8
Loss on extinguishment of debt	5.5		—		5.5		—
Other income, net	(0.5)		(0.6)		(0.9)		(1.2)
Income (loss) before income taxes	(21.2)		10.8		(30.7)		3.1
Income tax expense (benefit)	(0.7)		4.3		(5.4)		(0.6)
Net income (loss)	(20.5)		6.5		(25.3)

SEC Form 10-Q filed by U S Concrete, Inc.