Back to GetFilings.com

Table of Contents

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 September 30, 2004

Commission file number 000-26025

U.S. CONCRETE, INC.

A Delaware corporation

IRS Employer Identification No. 76-0586680

2925 Briarpark, Suite 500

Houston, Texas 77042

(713) 499-6200

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 þ No ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes þ No ¨

As of the close of business on November 8, 2004, U.S. Concrete, Inc. had 29,047,080 shares of its common stock, $0.001 par value, outstanding.

Table of Contents

U.S. CONCRETE, INC.

INDEX

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

U.S. CONCRETE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

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

1

Table of Contents

U.S. CONCRETE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share amounts)

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

2

Table of Contents

U.S. CONCRETE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

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

3

Table of Contents

U.S. CONCRETE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. BASIS OF PRESENTATION

The accompanying consolidated financial statements include the accounts of U.S. Concrete and its subsidiaries and have been prepared by U.S. Concrete, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Some information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the SEC’s rules and regulations, although U.S. Concrete believes that the disclosures made are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes in U.S. Concrete’s annual report on Form 10-K for the year ended December 31, 2003 (the “2003 10-K”). In the opinion of U.S. Concrete, all adjustments necessary to present fairly the information in its unaudited condensed consolidated financial statements have been included. Operating results for the three- and nine-month periods ended September 30, 2004 are not necessarily indicative of the results expected in the fourth quarter of the year ending December 31, 2004.

The preparation of financial statements and accompanying notes in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ from those estimates.

2. SIGNIFICANT ACCOUNTING POLICIES

U.S. Concrete complied with the consolidation requirements of Financial Accounting Standards Board (“FASB”) Interpretation No. 46R, “Consolidation of Variable Interest Entities, an interpretation of ARB No. 51,” as amended, as of March 31, 2004. See note 10.

Other than that compliance with FASB Interpretation No. (“FIN”) 46R, U.S. Concrete has not changed its accounting policies since December 31, 2003. For a description of these policies, refer to note 1 of the consolidated financial statements in the 2003 10-K.

3. STOCK-BASED COMPENSATION

U.S. Concrete accounts for its stock-based compensation plans under Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees.” Its consolidated statements of operations do not reflect any stock-based employee compensation cost for its stock option plans if options granted under these plans have an exercise price equal to the market value of the underlying common stock on the date of grant.

The following table illustrates the pro forma effect on net income (loss) and earnings (loss) per share as if U.S. Concrete were to apply the fair value recognition provisions of Statement of Financial Accounting Standards (“SFAS”) No.123, “Accounting for Stock-Based Compensation,” as amended, to its stock-based compensation plans for the periods shown (in thousands, except per share amounts).

4

Table of Contents

U.S. CONCRETE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

4. INVENTORIES

Inventories consist of the following (in thousands):

In the nine months ended September 30, 2004, U.S. Concrete recorded in cost of goods sold an insurance recovery in the amount of $0.5 million ($0.3 million, net of tax) related to a theft loss. In the three months ended September 30, 2003, U.S. Concrete reduced inventory by $2.5 million and increased cost of goods sold $1.1 million ($0.7 million, net of tax) to account for an inventory overstatement at one of its subsidiaries in its Atlantic Region.

5. DEBT AND DERIVATIVE FINANCIAL INSTRUMENTS

A summary of debt is as follows (in thousands):

On March 12, 2004, U.S. Concrete entered into a senior secured credit facility under which it initially borrowed $64 million to retire debt outstanding under its prior senior credit facility and to pay related transaction fees. It prepaid this borrowing on March 31, 2004 with the proceeds from its sale of its 8 ³/8% senior subordinated notes described below. At September 30, 2004, the facility consisted of a $105 million revolving credit facility, with borrowings limited based on a portion of the net amounts of eligible accounts receivable, inventory and mixer trucks. The facility matures in March 2009. At September 30, 2004, borrowings under the facility would have borne annual interest at the Eurodollar-based rate (“LIBOR”) plus 2.00% or the domestic rate plus 0.50%. The interest rate margins will vary inversely with the amount of unused borrowing capacity available under the facility. Commitment fees at an annual rate of 0.375% are payable on the unused portion of the facility.

The credit agreement relating to the new facility provides that the administrative agent may, on the bases specified, reduce the amount of the available credit from time to time. At September 30, 2004, no borrowings were outstanding under the credit facility and the amount of the available credit was approximately $86.7 million, net of outstanding letters of credit of $5.4 million.

        U.S. Concrete’s subsidiaries have jointly and severally and fully and unconditionally guaranteed the repayment of all amounts owing under the senior secured credit facility. In addition, U.S. Concrete collateralized the facility with the capital stock of its subsidiaries, excluding minor subsidiaries without operations or material assets, and substantially all the assets of those subsidiaries, excluding most of the assets of the aggregate quarry in northern New Jersey. The credit agreement contains covenants restricting, among other things, prepayment or redemption of subordinated notes, distributions, dividends and repurchases of capital stock and other equity interests, acquisitions and investments, mergers, asset sales other than in the ordinary course of business, indebtedness, liens, changes in business, changes to charter documents and affiliate transactions. The credit agreement limits capital expenditures to $25 million in 2004 and, in each subsequent year, to 5% of consolidated revenues in the prior year. It will require U.S. Concrete to maintain a minimum fixed charge coverage ratio of 1.0 to 1.0 on a rolling 12-month basis if the available credit under the credit facility falls below $15 million. The credit agreement provides that specified change of control events would constitute events of default under the agreement.

5

Table of Contents

U.S. CONCRETE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

5. DEBT AND DERIVATIVE FINANCIAL INSTRUMENTS (continued)

On March 31, 2004, U.S. Concrete issued and sold $200 million of 8 ³/8% senior subordinated notes due April 1, 2014. Interest on these notes is payable semiannually on April 1 and October 1 of each year. U.S. Concrete used the net proceeds of this financing to redeem its prior senior subordinated notes and prepay the outstanding debt under its new credit facility. U.S. Concrete paid $122.5 million to redeem its prior senior subordinated notes, including a prepayment premium of $25.9 million, plus all accrued and unpaid interest through the redemption date of $1.6 million.

As a result of the March 2004 refinancing, U.S. Concrete recognized an ordinary loss on early extinguishment of debt of $28.8 million, which consisted of the $25.9 million in premium payments and a write-off of $2.9 million of debt issuance costs associated with all the debt repaid.

All the subsidiaries of U.S. Concrete, excluding minor subsidiaries, have jointly and severally and fully and unconditionally guaranteed the repayment of the 8 ³/8% senior subordinated notes. U.S. Concrete directly or indirectly owns 100% of each subsidiary guarantor. Separate financial statements of the subsidiary guarantors are not provided because U.S. Concrete has no independent assets or operations, the guarantees are full and unconditional and joint and several, and the non-guarantor subsidiaries are minor. There are no significant restrictions on the ability of U.S. Concrete or any guarantor to obtain funds from its subsidiaries by dividend or loan.

The indenture governing the notes limits the ability of U.S. Concrete and its subsidiaries to pay dividends or repurchase common stock, make certain investments, incur additional debt or sell preferred stock, create liens, merge or transfer assets. At any time prior to April 1, 2007, U.S. Concrete may redeem up to 35% of the aggregate principal amount of the notes at a redemption price of 108.375% of their principal amount, plus accrued interest, with the net cash proceeds from certain equity offerings. In addition, after March 31, 2009, U.S. Concrete may redeem all or a part of the notes at a redemption price of 104.188% in 2009, 102.792% in 2010, 101.396% in 2011 and 100% in 2012 and thereafter. The indenture requires U.S. Concrete to redeem the subordinated notes from the proceeds of certain asset sales that are not reinvested in the business or used to pay senior debt and on the occurrence of a change of control. U.S. Concrete’s senior secured credit agreement prohibits these redemptions.

As a result of restrictions contained in the indenture relating to the 8 ³/8% senior subordinated notes, U.S. Concrete’s ability to incur additional debt is primarily limited to borrowings available under its senior secured credit facility, plus the greater of $15 million or, subject to a $20 million limitation, 7.5% of its tangible assets.

Effective April 16, 2004, U.S. Concrete entered into interest rate swap agreements that have the economic effect of modifying the interest obligations associated with $70 million of its 8 ³/8% senior subordinated notes, such that the interest payable on these notes effectively becomes variable based on the six-month LIBOR rate, set on April 1 and October 1 of each year. The swaps have been designated as fair-value hedges and have no ineffective portion. The notional amounts of the swaps match the principal amounts of the hedged portion of the notes, and the termination dates of the swaps match the maturity date of the notes. As a result of the swaps, the interest rate on the hedged portion of the notes will be LIBOR plus 3.16%. Because the swap agreements are considered an effective fair-value hedge, there will be no effect on U.S. Concrete’s results of operations from the mark-to-market adjustment as long as the swap agreements are in effect. The swap agreements are marked to market each quarter, with a corresponding mark-to-market adjustment reflected as either a discount or premium on the 8 ³/8% senior subordinated notes. At September 30, 2004, the fair value of the interest rate swap was $1.0 million and included in other assets. During the nine months ended September 30, 2004, the interest rate swap agreements reduced U.S. Concrete’s interest expense by approximately $0.9 million ($0.7 million, net of tax).

For the nine months ended September 30, U.S. Concrete’s interest payments were approximately $5.9 million in 2004 and $11.8 million in 2003.

6

Table of Contents

U.S. CONCRETE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

6. INCOME TAXES

In accordance with applicable generally accepted accounting principles, U.S. Concrete estimates for each interim reporting period the effective tax rate it expects for the full fiscal year and uses that estimated rate in providing its income taxes on a current year-to-date basis.

The effective income tax rate of 40% for the first nine months of 2003 differed from the federal statutory rate of 35% due primarily to state income taxes. In March 2004, U.S. Concrete recognized an ordinary loss on early extinguishment of debt of $28.8 million. The currently estimated effective income tax rate of 31% for 2004 is less than the federal statutory rate due primarily to state income taxes and nondeductible expenses, reducing the federal tax benefit related to the estimated current year loss.

For the nine months ended September 30, U.S. Concrete’s income tax payments were approximately $0.2 million in 2004 and $0.2 million in 2003. For the nine months ended September 30, 2004, U.S. Concrete received income tax refunds of approximately $1.6 million, primarily from the overpayment of its 2003 estimated federal tax payments.

7. STOCKHOLDERS’ EQUITY

Common Stock and Preferred Stock

The following table presents information regarding U.S. Concrete’s common stock (in thousands):

U.S. Concrete is authorized to issue 10,000,000 shares of preferred stock, $0.001 par value, of which none were outstanding as of September 30, 2004 and December 31, 2003.

Restricted Stock

Shares of restricted common stock issued under U.S. Concrete’s 1999 Incentive Plan and 2001 Employee Incentive Plan are subject to restrictions on transfer and certain other conditions. On issuance of the stock, an unamortized compensation expense equivalent to the market value of the shares on the date of grant is charged to stockholders’ equity and is amortized over the restriction period. During the restriction period, the holders of restricted shares are entitled to vote and receive dividends, if any, on those shares.

In 2003, U.S. Concrete offered eligible employees the opportunity to exchange certain outstanding stock options for shares of restricted stock. Of the eligible options subject to the offer, 62,614 options were not exchanged. Of those options, as of September 30, 2004, approximately 58,000 remained outstanding and will be accounted for under variable plan accounting under APB Opinion No. 25. The weighted average exercise price of these remaining eligible options is approximately $8.12. In the future, to the extent that U.S. Concrete’s stock price exceeds an option’s exercise price, the difference will be recorded as noncash compensation charges, with an offset to additional paid-in capital.

During the nine months ended September 30, 2004, U.S. Concrete issued approximately 362,000 shares of restricted stock under the plans to employees and retired employees, at a total value of $2.1 million, as part of the 2004 annual grant or as grants issued for promotions and new hires. In general, the restricted stock grants vest ratably over a four-year period.

As of September 30, the outstanding shares of restricted stock totaled approximately 728,000 in 2004 and approximately 407,000 in 2003. U.S. Concrete recognized stock-based compensation expense of approximately $0.4 million ($0.2 million, net of tax) for the three months ended September 30, 2004 and $0.8 million ($0.6 million, net of tax) for the nine months ended September 30, 2004. U.S. Concrete recognized stock-based compensation expense of approximately $0.1 million for the three and nine months ended September 30, 2003.

7

Table of Contents

U.S. CONCRETE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

7. STOCKHOLDERS’ EQUITY (continued)

Treasury Stock

Employees may elect to satisfy their tax obligations on the vesting of their restricted stock by having U.S. Concrete make the required tax payments and withhold a number of vested shares having a value on the date of vesting equal to the tax obligation. As a result of such employee elections, U.S. Concrete withheld approximately 42,000 shares during the nine months ended September 30, 2004, at a total value of $0.3 million, and those shares were accounted for as treasury stock.

8. SHARES USED IN COMPUTING NET INCOME (LOSS) PER SHARE

The following table summarizes the number of shares (in thousands) of common stock U.S. Concrete has used on a weighted average basis in calculating basic and diluted net income (loss) per share:

For the three-month period ended September 30, stock options and awards covering 1.9 million shares in 2004 and 3.1 million shares in 2003 were excluded from the computation of the net income (loss) per share because their effect would have been antidilutive. For the nine-month period ended September 30, stock options and awards covering 3.7 million shares in 2004 and 3.8 million shares in 2003 were excluded from the computation of the net income (loss) per share because their effect would have been antidilutive.

9. COMMITMENTS AND CONTINGENCIES

From time to time, and currently, U.S. Concrete is subject to various claims and litigation brought by employees, customers and other third parties for, among other matters, personal injuries, property damages, product defects and delay damages that have, or allegedly have, resulted from the conduct of its operations.

U.S. Concrete believes that the resolution of all litigation currently pending or threatened against it or any of its subsidiaries should not have a material adverse effect on its consolidated financial condition, results of operations or liquidity; however, because of the inherent uncertainty of litigation, U.S. Concrete cannot provide assurance that the resolution of any particular claim or proceeding to which it is a party will not have a material adverse effect on its results of operations or liquidity for the fiscal period in which that resolution occurs. U.S. Concrete expects in the future it and its operating subsidiaries will from time to time be a party to litigation or administrative proceedings that arise in the normal course of its business.

U.S. Concrete retains various self-insurance risks with respect to losses for third-party liability and property damage.

U.S. Concrete is subject to federal, state and local environmental laws and regulations concerning, among other matters, air emissions and wastewater discharge. Its management believes it is in substantial compliance with applicable environmental laws and regulations. From time to time, it receives claims from federal and state environmental regulatory agencies and entities asserting that it may be in violation of environmental laws and regulations. Based on experience and the information currently available, management of U.S. Concrete believes that these claims should not have a material impact on U.S. Concrete’s consolidated financial condition, results of operations or liquidity. Despite compliance and experience, it is possible that U.S. Concrete could be held liable for future charges, which might be material, but are not currently known or estimable. In addition, changes in federal or state laws, regulations or requirements, or discovery of currently unknown conditions, could require additional expenditures.

8

Table of Contents

U.S. CONCRETE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(continued)

9. COMMITMENTS AND CONTINGENCIES (continued)

As permitted under Delaware law, U.S. Concrete has agreements that provide indemnification of officers and directors for certain events or occurrences while the officer or director is or was serving at U.S. Concrete’s request in such capacity. The maximum potential amount of future payments that U.S. Concrete could be required to make under these indemnification agreements is not limited; however, U.S. Concrete has a director and officer insurance policy that limits its exposure and enables U.S. Concrete to recover a portion of any future amounts paid. All the indemnification agreements were grandfathered under the provisions of FASB Interpretation No. 45, because they were in effect prior to December 31, 2002. As a result of the insurance policy coverage, U.S. Concrete believes the estimated fair value of these indemnification agreements is minimal. Accordingly, U.S. Concrete has not recorded any liabilities for these agreements as of September 30, 2004.

U.S. Concrete is party to agreements that require it to provide indemnification in certain instances when it acquires businesses and real estate and in the ordinary course of business with its customers, suppliers and service providers.

In the normal course of business, U.S. Concrete is currently contingently liable for performance under $15.0 million in performance bonds that various states and municipalities have required. The bonds principally relate to construction contracts, reclamation obligations and mining permits. U.S. Concrete has indemnified the underwriting insurance company against any exposure under the performance bonds. No material claims have been made against these bonds.

10. ACCOUNTING PRINCIPLE NEWLY ADOPTED IN 2004

U.S. Concrete complied with the consolidation requirements of FIN 46R, “Consolidation of Variable Interest Entities, an interpretation of ARB No. 51,” as amended, as of March 31, 2004. U.S. Concrete does not have any equity investment in any variable interest entity (as that term is defined in FIN 46R) covered by the scope of FIN 46R, and therefore the adoption of the consolidation requirements of FIN 46R did not have an impact to its consolidated financial position, results of operations or cash flows.

9

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Statements we make in the following discussion which express a belief, expectation or intention, as well as those that are not historical fact, are forward-looking statements that are subject to risks, uncertainties and assumptions. Our actual results, performance or achievements, or industry results, could differ materially from those we express in the following discussion as a result of a variety of factors, including the risks and uncertainties we have referred to under the heading “Cautionary Statement Concerning Forward-looking Statements” following Item 1 in our annual report on Form 10-K for the year ended December 31, 2003 (the “2003 10-K”) and “—Factors That May Affect Our Future Operating Results” below. For a discussion of our other commitments, related-party transactions, our critical accounting policies, new accounting pronouncements and inflation, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 in the 2003 10-K. We assume no obligation to update these forward-looking statements.

Overview

We provide ready-mixed concrete and related products and services to the construction industry in several major markets in the United States. We had net income of $8.0 million in the third quarter of 2004, compared to net income of $6.2 million for the same period in 2003. The increase in net income was due primarily to sustained improvement in ready-mixed concrete pricing and a lower effective tax rate, partially offset by increases in cement and diesel fuel prices.

We derive substantially all our revenues from the sale of ready-mixed concrete, other concrete products and related construction materials to the construction industry in the United States. We typically sell ready-mixed concrete under purchase orders that require us to formulate, prepare and deliver the product to our customers’ job sites. We recognize sales from these orders when we deliver the ordered products. We serve substantially all segments of the construction industry in our markets, and our customers include contractors for commercial and industrial, residential, street and highway and public works construction.

The markets for our products generally are local, and our operating results are subject to swings in the level and product mix of construction activity that occur in our markets. The level of activity affects the demand for our products, while the product mix of activity among the various segments of the construction industry affects both our relative competitive strengths and our operating margins.

Although the residential construction market remained strong throughout 2003, the nonresidential construction market continued to decline, reflecting the general state of the overall economy and employment in the United States. This general decline in nonresidential construction and sustained adverse weather conditions in several of our markets for a portion of the year had an adverse impact on our sales in 2003. The residential construction market has been strong in the first nine months of 2004, and we expect it will remain strong during the remainder of 2004. The nonresidential construction market began to slowly improve in the first nine months of 2004, and we expect this trend to continue into 2005.

Our cost of goods sold consists principally of the costs we incur in obtaining the cement, aggregates and admixtures we combine to produce ready-mixed concrete and other concrete products. We obtain most of these materials from third parties and generally have only a few days’ supply at each of our plants. These costs vary with our levels of production. Our cost of goods sold also includes labor, primarily for delivery professionals, and insurance costs and the operating, maintenance and rental expenses we incur in operating our plants, mixer trucks and other vehicles.

Since our inception in 1999, our growth strategy has contemplated acquisitions. The rate and extent to which appropriate further acquisition opportunities are available, and the extent to which acquired businesses are integrated and anticipated synergies and cost savings are achieved, can affect our operations and results.

For additional information about the items summarized above, see Item 7 in the 2003 10-K.

Factors That May Affect Our Future Operating Results

Cyclicality of Construction Industry Activity. Demand for ready-mixed concrete and other concrete products depends on the level of activity in the construction industry. That industry is cyclical in nature, and the general condition of the economy and a variety of other factors beyond our control affect its level of activity. These factors include, among others:

10

Table of Contents

Seasonality of Construction Industry Activity. Reflecting the levels of construction activity, the demand for ready-mixed concrete is highly seasonal. Our results for any individual quarter are not necessarily indicative of the results to be expected for the year because seasonal changes and other weather-related conditions can affect construction activity and, as a result, our sales and earnings. Normally, we attain the highest sales and earnings in the second and third quarters and the lowest sales and earnings in the first quarter. For these reasons, you should not rely on (1) quarterly comparisons of our revenues and operating results as indicators of our future performance or (2) the results of any quarterly period during a year as an indicator of results you may expect in subsequent quarters or for that entire year.

Regional Variability. The economic and seasonal factors described above can affect various local and regional economies in different ways. Accordingly, the levels of construction activity at any given time can vary greatly across the country. Markets for our products generally are local and, therefore, our results of operations are susceptible to fluctuations in the levels of construction activity that may occur in our local markets.

Product Supply and Demand. Generally, ready-mixed concrete is price-sensitive. Prices for our products are subject to changes in response to relatively minor fluctuations in supply and demand, general economic conditions and market conditions, all of which are beyond our control. Because of the fixed-cost nature of our business, our overall profitability is sensitive to price changes and minor variations in sales volumes.

Materials Supply. We rely on third parties to supply the materials we use to produce ready-mixed concrete and other concrete products. If we receive insufficient supplies of these materials to meet our customers’ needs or if our suppliers were to experience price increases or disruption in their businesses, such as labor-related disputes, supply shortages or distribution problems, our future operating results may be adversely affected. During the second and third quarters of 2004, supplies of cement were tight in some of our markets. This shortage was caused by increased demand for cement, lower inventories of cement, downtime of certain cement plants and insufficient availability to increase imports of cement. During the third quarter of 2004, the shortage curtailed some sales of our ready-mixed concrete and cement prices increased, which adversely affected our gross margins. As we enter the fourth quarter, this shortage continues to exist due to strong domestic consumption and insufficient amounts of imported cement and could in future periods adversely affect our operating results.

Competition. Competitive conditions in our industry also may adversely affect our future operating results.

Financing. We rely on third-party financing to fund, in part, our working capital and capital expenditure needs, the internal expansion of our operations and our acquisition activities. Our credit facility and the indenture governing our senior subordinated notes contain covenants that limit our ability to take certain actions with respect to our company and our businesses. Future financing arrangements likely will contain similar restrictions. These restrictions on our activities may cause us to forego courses of action that we would otherwise choose to pursue.

Product Claims. Our operations generally involve providing concrete that must meet building code or other regulatory requirements and contractual specifications for durability, stress-level capacity, weight-bearing capacity and other characteristics. We may incur material costs and losses as a result of claims that our products do not meet regulatory requirements or contractual specifications.

Tax Liabilities. We are subject to federal, state and local income taxes, applicable to corporations generally, as well as nonincome-based taxes. Significant judgment is required in determining our provision for income taxes and other tax liabilities. In the ordinary course of business, there are calculations where the ultimate tax determination is uncertain. We are also from time to time under audit by state and local tax authorities. Although we cannot assure you that the final determination of our tax liabilities will not be different from what is reflected in our historical income tax provisions and accruals, we believe that our tax estimates are reasonable.

Stock Options and Stock Purchase Plans. There has been ongoing public debate whether employee stock options and issuances of shares of stock under employee stock purchase plans should be treated as compensation expense and, if so, how to properly value such options and shares. If we elected or were required to record an expense for our stock-based compensation plans using the fair value method, we could have material accounting charges. For example, in the first nine months of 2004, had we accounted for stock-based compensation plans using the fair value method, our net income would have been reduced by $0.7 million. On March 31, 2004, the Financial Accounting Standards Board released an exposure draft, “Share-Based Payment,”

11

Table of Contents

which would require us to measure all employee stock -based compensation awards using a fair value method and record such expense in our consolidated financial statements. On October 13, 2004, the Board decided that the final statement would be effective for any interim or annual period beginning after June 15, 2005, meaning that we would apply the final statement to all employee awards of share-based payments granted, modified, or settled after the second quarter of 2005.

Regulation. We are subject to federal, state and local environmental laws and regulations concerning, among other matters, air emissions and wastewater discharge. We believe we are in substantial compliance with applicable environmental laws and regulations. From time to time, we receive claims from federal and state environmental regulatory agencies and entities asserting that we may be in violation of environmental laws and regulations. On the basis of our experience and the information currently available, we believe these claims will not have a material impact on our consolidated financial position, results of operations or cash flows. Despite compliance and experience, it is possible that we could be held liable for future charges that might be material, but are not currently known or estimable. In addition, changes in federal or state laws, regulations or requirements, or discovery of currently unknown conditions, could require additional expenditures. We have $0.3 million accrued for potential remediation costs in connection with the aggregates business we acquired in 2002. We currently do not expect the costs of that remediation to exceed that amount.

Critical Accounting Policies

We have outlined our critical accounting policies in Item 7 in the 2003 10-K. We have concluded that our critical accounting policies are the use of estimates in the recording of allowance for doubtful accounts, realization of goodwill, accruals for self-insurance, accruals for income tax provision and the valuation and useful lives of property, plant and equipment. During the nine months ended September 30, 2004, we made no changes in the application of our critical accounting policies presented in the 2003 10-K. See note 1 to our consolidated financial statements included in Item 8 of the 2003 10-K for a discussion of these accounting policies.

12

Table of Contents

Results of Operations

The following table sets forth selected historical statements of operations information (dollars in thousands) and that information as a percentage of sales for the periods indicated.

Sales. Sales increased $7.4 million, or 5.2%, for the three months ended September 30, 2004, as compared to the corresponding period in 2003. This increase was primarily attributable to a 4.3% increase in the average sales price of ready-mixed concrete and a 0.4% increase in ready-mixed concrete volumes. Sales increased $26.6 million, or 7.6%, for the nine months ended September 30, 2004, as compared to the corresponding period in 2003. This increase was primarily attributable to a 3.2% increase in the average sales price of ready-mixed concrete and a 3.3% increase in ready-mixed concrete volumes as a result of the increase in construction activity in most of our markets. Severe weather in the first quarter of 2003, particularly in February, reduced construction activity in several of our markets.

Gross profit before depreciation, depletion and amortization. Gross profit increased $1.9 million, or 6.7%, for the three months ended September 30, 2004, as compared to the corresponding period in 2003. Gross margins were 20.3% for the three months ended September 30, 2004 and 20.0% for the three months ended September 30, 2003. Gross profit increased $6.2 million, or 10.0%, for the nine months ended September 30, 2004, as compared to the corresponding period in 2003. Gross margins were 18.1% for the nine months ended September 30, 2004 and 17.6% for the nine months ended September 30, 2003. These gross profit increases were primarily attributable to higher ready-mixed concrete volumes and pricing and, during nine months ended September 30, 2004, an insurance recovery in the amount of $0.5 million related to a theft loss. The rise in cement and diesel fuel prices partially offset the increase in gross profit during the three months ended September 30, 2004 as compared to the corresponding period in 2003. The gross profit for the three months ended September 30, 2003 was reduced by $1.1 million due to a write-down of inventory at one of our subsidiaries.

Selling, general and administrative expenses. Selling, general and administrative expenses increased $0.8 million, or 7.9%, for the three months ended September 30, 2004, as compared to the corresponding period in 2003. These expenses increased $2.3 million, or 7.2%, for the nine months ended September 30, 2004, as compared to the corresponding period in 2003. These increases were primarily attributable to professional fees, stock-based compensation expense, incentive compensation expense and insurance costs.

Depreciation, depletion and amortization. Depreciation, depletion and amortization expense decreased $0.1 million, or 3.3%, for the three months ended September 30, 2004, as compared to the corresponding period in 2003. Depreciation, depletion and amortization expense increased $0.3 million, or 3.7%, for the nine months ended September 30, 2004, as compared to the corresponding period in 2003. This increase was primarily attributable to capital items acquired and placed in service after March 31, 2003.

        Interest expense, net. The interest rate swap agreements reduced interest expense by approximately $0.4 million in three months ended September 30, 2004 and $0.9 million in nine months ended September 30, 2004. Interest expense, net, decreased $0.2 million, or 1.3%, for the nine months ended September 30, 2004, as compared to the corresponding period in 2003. At September 30, we had outstanding borrowings totaling $200.0 million in 2004 and $162.0 million in 2003 and a weighted average annual interest rate of 7.3%, after giving effect to our interest rate swap agreements, in 2004 and 8.7% in 2003.

13

Table of Contents

Loss on early extinguishment of debt. During the three months ended March 31, 2004, as a result of the March 2004 refinancing, we recognized an ordinary loss on early extinguishment of debt of $28.8 million, which consisted of $25.9 million in premium payments to holders of the subordinated notes we prepaid and a write-off of $2.9 million of debt issuance costs associated with all the debt paid.

Income tax provision (benefit). We recorded an income tax provision of $3.5 million for the three months ended September 30, 2004, as compared to $4.2 million for the corresponding period in 2003. We recorded an income tax benefit of $4.9 million for the nine months ended September 30, 2004, as compared to a provision of $3.8 million for the corresponding period in 2003. This fiscal year 2004 benefit for income taxes was principally the result of the taxable loss generated from the loss on early extinguishment of debt. At the end of each interim reporting period, we make an estimate of the effective income tax rate expected to be applicable for the full year. We use this estimate in providing for income taxes on a year-to-date basis and it may change in the fourth quarter. Our estimated annualized effective tax rate was 31% for the nine months ended September 30, 2004 and 40% for the nine months ended September 30, 2003. The effective income tax rate for 2004 is less than the federal statutory rate due primarily to state income taxes and nondeductible expenses reducing the federal tax benefit related to the estimated current year loss.

Recently Adopted Accounting Principle

See note 10 of the condensed consolidated financial statements in Part I of this report, which we incorporate by reference into this Item 2.

Liquidity and Capital Resources

Our primary short-term liquidity needs consist of financing seasonal increases in accounts receivable, purchasing property and equipment and paying cash interest expense under our 8 ³/8% senior subordinated notes due in April 2014 and cash interest expense, if any, under our senior secured revolving credit facility due in March 2009. In addition to cash and cash equivalents of $25.3 million at September 30, 2004 and cash from operations, our senior secured revolving credit facility provides us with a significant source of liquidity. That facility provides us a borrowing capacity of up to $105 million. The credit agreement relating to this facility provides that the administrative agent may, on the bases specified, reduce the amount of the available credit from time to time. At September 30, 2004, no borrowings were outstanding under the revolving credit facility and the amount of that available credit was approximately $86.7 million, net of outstanding letters of credit of $5.4 million. Our working capital borrowing needs are typically at their lowest level in the first quarter and sharply increase in the second and third quarters to finance the increases in accounts receivable during those periods and the cash interest payment on the Company’s senior subordinated notes due on April 1 of each year . Generally, in the fourth quarter, our working capital borrowings begin to decline and then are paid down to their lowest annual levels in the first quarter of the following year.

The principal factors that could adversely affect the availability of our internally generated funds include:

The principal factors that could adversely affect our ability to obtain cash from external sources include:

The following key financial measurements reflect our financial position and capital resources as of September 30, 2004 and December 31, 2003 (dollars in thousands):

At December 31, 2003, current maturities of long-term debt reduced our working capital by $13.6 million.

14

Table of Contents

Our cash and cash equivalents consist of highly liquid investments in deposits we hold at major banks.

The borrowings under our revolving credit facility are limited based on a portion of the net amounts of eligible accounts receivable, inventory and mixer trucks. At our option, these borrowings will bear annual interest at either the Eurodollar-based rate (“LIBOR”) plus 2.00%, or the domestic rate plus 0.50%. The interest rate margins will vary inversely with the amount of unused borrowing capacity available under the facility. We pay commitment fees at an annual rate of 0.375% on the unused portion of the facility.

Our subsidiaries have fully and unconditionally guaranteed the repayment of all amounts owing under the senior secured credit facility, on a joint and several basis. In addition, we collateralized the facility with the capital stock of our subsidiaries, excluding minor subsidiaries without operations or material assets, and substantially all the assets of those subsidiaries, excluding most of the assets of the aggregate quarry in northern New Jersey. The credit agreement contains covenants restricting, among other things, prepayment or redemption of subordinated notes, distributions, dividends and repurchases of capital stock and other equity interests, acquisitions and investments, mergers, asset sales other than in the ordinary course of business, indebtedness, liens, changes in business, changes to charter documents and affiliate transactions. The credit agreement limits capital expenditures to $25 million in 2004 and, in each subsequent year, to 5% of consolidated revenues in the prior year. It will require us to maintain a minimum fixed charge coverage ratio of 1.0 to 1.0 on a rolling 12-month basis if the available credit under the credit facility falls below $15 million. The credit agreement provides that specified change of control events would constitute events of default under the agreement.

At September 30, 2004, no borrowings were outstanding under the revolving credit facility, but we used $5.4 million for letters of credit.

To improve liquidity and provide more financial and operating flexibility, on March 31, 2004, we issued $200 million of 8 ³/8% senior subordinated notes maturing April 1, 2014. Interest on these notes is payable semiannually on April 1 and October 1 of each year. We used the net proceeds of this financing to redeem our prior senior subordinated notes and to prepay outstanding debt. We paid $122.5 million to redeem our prior senior subordinated notes, including a prepayment premium of $25.9 million, plus all accrued and unpaid interest through the redemption date of $1.6 million.

All our subsidiaries, excluding minor subsidiaries, have jointly and severally and fully and unconditionally guaranteed the repayment of our outstanding 8 ³/8% senior subordinated notes.

The indenture governing the notes limits our ability and that of our subsidiaries to pay dividends or repurchase common stock, make certain investments, incur additional debt or sell preferred stock, create liens, merge or transfer assets. At any time prior to April 1, 2007, we may redeem up to 35% of the aggregate principal amount of the notes at a redemption price of 108.375% of the principal amount thereof, plus accrued interest, with the net cash proceeds from certain equity offerings. In addition, after March 31, 2009, we may redeem all or a part of the notes at a redemption price of 104.188% in 2009, 102.792% in 2010, 101.396% in 2011 and 100% in 2012 and thereafter. The indenture requires us to offer to repurchase (1) an aggregate principal amount of the subordinated notes equal to the proceeds of certain asset sales that are not reinvested in our business or used to pay senior debt and (2) all the notes following on the occurrence of a change of control. Our senior secured credit agreement prohibits these repurchases.

On May 13, 2004, we filed a registration statement with the Securities and Exchange Commission, which became effective on June 22, 2004, pursuant to which we exchanged our outstanding $200 million 8 ³/8% senior subordinated notes, which were issued in a private placement on March 31, 2004, for notes that are substantially identical, except that the offering of the new notes was registered under the Securities Act of 1933.

As a result of restrictions contained in the indenture relating to the 8 ³/8% senior subordinated notes, our ability to incur additional debt is primarily limited to borrowings available under our senior secured credit facility, plus the greater of $15 million or, subject to a $20 million limitation, 7.5% of our tangible assets.

Effective April 16, 2004, we entered into interest rate swap agreements that have the economic effect of modifying the interest obligations associated with $70 million of our 8 ³/8% senior subordinated notes, such that the interest payable on these notes effectively becomes variable based on the six-month LIBOR rate, set on April 1 and October 1 of each year. The swaps have been designated as fair-value hedges and have no ineffective portion. The notional amounts of the swaps match the principal amounts of the hedged portion of the senior subordinated notes, and the termination dates of the swaps match the maturity date of the notes. As a result of the swaps, the interest rate on the hedged portion of the notes will be LIBOR plus 3.16%. Because the swap agreements are considered an effective fair-value hedge, there will be no effect on our results of operations from the mark-to-market adjustment as long as the swap agreements are in effect. The swap agreements are marked to market each quarter with a corresponding mark-to-market adjustment reflected as either a discount or premium on the 8 ³/8% senior subordinated notes. During the nine months ended September 30, 2004, the interest rate swap agreements reduced our interest expense by approximately $0.9 million ($0.7 million, net of tax).

15

Table of Contents

Cash Flow

Our net cash provided by operating activities is generally the cash effects of transactions and other events used in the determination of net income or loss. Net cash provided by operating activities of $15.3 million in the nine months ended September 30, 2004 increased $1.6 million from the net cash provided in the nine months ended September 30, 2003. This increase reflected the receipt of income tax refunds and lower interest payments in 2004, partially offset by higher accounts receivable and an increase in inventories.

Our net cash used for investing activities of $6.1 million in the nine months ended September 30, 2004 decreased $7.1 million from the net cash used in the nine months ended September 30, 2003, primarily because of an acquisition we made in 2003 and lower purchases of property and equipment.

Our net cash provided from financing activities of $9.1 million in the nine months ended September 30, 2004 increased $8.6 million from the net cash provided in the nine months ended September 30, 2003. This increase was primarily attributable to our March 2004 refinancing activities, partially offset by repurchases of shares during the nine months ended September 30, 2004. As a result of these activities, cash and cash equivalents, which totaled $25.3 million at September 30, 2004, increased $18.2 million from December 31, 2003.

We define free cash flow as net cash provided by operating activities less purchases of property, plant and equipment (net of disposals). Free cash flow is a performance measure not prepared in accordance with generally accepted accounting principles (“GAAP”). Our management uses free cash flow in managing our business because we consider it to be an important indicator of our ability to service our debt and generate cash for acquisitions and other strategic investments. We believe free cash flow may provide users of our financial information additional meaningful comparisons between current results and results in prior operating periods. As a non-GAAP financial measure, free cash flow should be viewed in addition to, and not as an alternative for, our reported operating results or cash flow from operations or any other measure of performance prepared in accordance with GAAP.

Our historical net cash provided by operations and free cash flow is as follows (in thousands):

Future Capital Requirements

For 2004, our current capital requirements include approximately $10 million of planned capital expenditures, subject to availability of equipment. In addition, in the normal course of business we lease certain equipment used in our operations under operating leases.

Our management believes, on the basis of current expectations, that our cash on hand, internally generated cash flow and available borrowings under our new senior secured credit facility will be sufficient to provide the liquidity necessary to fund our operations and meet our capital and debt-service requirements for at least the next 12 months.

Acquisitions

Since our inception, cash has been the primary component in the consideration we have paid to acquire businesses. We expect that cash would be a significant, if not the principal, element in acquisitions we might make in the foreseeable future.

Other Matters

Off-Balance Sheet Arrangements

We do not currently have any off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. From time to time, we may enter into noncancellable operating leases that would not be reflected on our balance sheet.

16

Table of Contents

Commitments

The following are our contractual commitments associated with our indebtedness and lease obligations as of September 30, 2004 (in millions):

The following are our commercial commitment expirations as of September 30, 2004 (in millions):

Our purchase obligations were not significant as of September 30, 2004.

17

Table of Contents

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We do not enter into derivatives or other financial instruments for trading or speculative purposes, but we intend to utilize them to manage our fixed to variable-rate debt ratio. All derivatives, whether designated as hedging relationships or not, are required to be recorded on the balance sheet at fair value. Because of the short duration of our investments, changes in market interest rates would not have a significant impact on their fair values.

The issuance of our 8 ³/8% senior subordinated notes increased the amount of our fixed-rate debt outstanding from $95 million to $200 million. The fair value of the debt will vary as interest rates change.

Effective April 16, 2004, we entered into interest rate swap agreements that have the economic effect of modifying the interest obligations associated with $70 million of our 8 ³/8% senior subordinated notes, such that the interest payable on these senior subordinated notes effectively becomes variable based on the six-month LIBOR rate, set on April 1 and October 1 of each year. The swaps have been designated as fair-value hedges and have no ineffective portion. The notional amounts of the swaps match the principal amounts of the hedged portion of the senior subordinated notes, and the termination dates of the swaps match the maturity date of the notes. As a result of the swaps, the interest rate on the hedged portion of the notes will be LIBOR plus 3.16%. Because the swap agreements are considered an effective fair-value hedge, there will be no effect on our results of operations from the mark-to-market adjustment as long as the swap agreements are in effect. The swap agreements are marked to market each quarter, with a corresponding mark-to-market adjustment reflected as either a discount or premium on the 8 ³/8% senior subordinated notes. During the nine months ended September 30, 2004, the interest rate swap agreements reduced our interest expense by approximately $0.9 million ($0.7 million, net of tax).

As of November 9, 2004, based on the amount of our variable rate debt outstanding, after giving effect to our interest rate swap agreements, our annual earnings would decrease by approximately $0.5 million, net of tax, for each one percentage point increase in the interest rates applicable to our variable rate debt.

We purchase commodities, such as cement, aggregates and diesel fuel, at market prices and do not currently use financial instruments to hedge commodity prices.

Our operations are subject to factors affecting the level of general construction activity, including the level of interest rates and availability of funds for construction. A significant decrease in the level of general construction activity in any of our market areas may have a material adverse effect on our sales and earnings.

18

Table of Contents

Item 4. Controls and Procedures

In accordance with Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of September 30, 2004 to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Under Section 404 of the Sarbanes-Oxley Act of 2002, we will be required to include a report containing our management’s assessment of the effectiveness of our internal control over financial reporting and a related attestation of our independent auditors, PricewaterhouseCoopers LLP (“PwC”), in our Annual Report on Form 10-K for the year ending December 31, 2004. We are currently undergoing a comprehensive effort in preparation for compliance with Section 404. This effort includes the documentation, testing and review of our internal controls under the direction of our management. During the course of these activities, we identified certain internal controls as to which our management believes improvements are appropriate. Our review continues, but to date we have not identified any material weaknesses in our internal controls, as defined by the Public Company Accounting Oversight Board. We are nonetheless making improvements to our internal controls over financial reporting as a result of our review efforts. To date, it is the view of our management that the work can be completed on a timely basis.

During the third quarter of 2004, we implemented a new payroll system. As part of our ongoing efforts to prepare for compliance with the requirements of Section 404, our assessment of the effectiveness of the controls and procedures associated with this new payroll system is underway. Other than this payroll system change, during the three months ended September 30, 2004, there were no changes in our internal control over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

19

Table of Contents

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

For information about litigation involving us, see note 9 to the condensed consolidated financial statements in Part I of this report, which we incorporate by reference into this Item 1.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

In the third quarter of 2004, 26,690 shares in July 2004 and 92,443 shares in September 2004 of our restricted stock vested under our 1999 Incentive Plan and 2001 Employee incentive Plan. Employees may elect to satisfy their tax obligations on vesting by having us make the required tax payments and withhold a number of vested shares having a value on the date of vesting equal to the tax obligation. As a result of such employee elections, we withheld shares as follows:

20

Table of Contents

Item 6. Exhibits

21

Table of Contents

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 thereunto duly authorized.

22

Table of Contents

INDEX TO EXHIBITS

23