SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION | SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION The 2018 Notes are fully and unconditionally and jointly and severally guaranteed on a senior secured basis by all of our domestic wholly owned subsidiaries, each a guarantor subsidiary. The 2018 Notes are not guaranteed by any foreign subsidiaries of the Company, each a non-guarantor subsidiary. During the fourth quarter of 2015, we acquired two entities that have been designated as non-guarantor subsidiaries under our 2018 Notes. As such, we are required to provide condensed consolidating financial information in accordance with Rule 3-10 of Regulation S-X. We had no non-guarantor subsidiaries for the quarter ended March 31, 2015. The following condensed consolidating financial statements present, in separate columns, financial information for (i) the Parent on a parent only basis, (ii) the guarantor subsidiaries on a combined basis, (iii) the non-guarantor subsidiaries on a combined basis, (iv) the eliminations and reclassifications necessary to arrive at the information for the Company on a consolidated basis, and (v) the Company on a consolidated basis. The following condensed consolidating financial statements of U.S. Concrete, Inc. and its subsidiaries present investments in consolidated subsidiaries using the equity method of accounting. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions. U.S. CONCRETE, INC. AND SUBSIDARIES CONDENSED CONSOLIDATING BALANCE SHEET MARCH 31, 2016 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 7,681 $ 1,154 $ — $ 8,835 Trade accounts receivable, net — 157,761 286 — 158,047 Inventories — 35,379 2,677 — 38,056 Prepaid expenses — 9,328 70 — 9,398 Other receivables — 6,514 105 — 6,619 Other current assets 26,163 1,952 5 (26,163 ) 1,957 Total current assets 26,163 218,615 4,297 (26,163 ) 222,912 Property, plant and equipment, net — 251,927 6,160 — 258,087 Goodwill — 89,316 24,434 — 113,750 Intangible assets, net — 92,456 1,638 — 94,094 Deferred income taxes — 8,407 52 — 8,459 Investment in subsidiaries 314,906 — — (314,906 ) — Intercompany receivables 141,073 — — (141,073 ) — Other assets — 5,367 47 — 5,414 Total assets $ 482,142 $ 666,088 $ 36,628 $ (482,142 ) $ 702,716 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 155 $ 80,137 $ 598 $ — $ 80,890 Accrued liabilities 9,790 87,472 2,409 (26,163 ) 73,508 Current maturities of long-term debt — 10,052 — — 10,052 Derivative liabilities 73,716 — — — 73,716 Total current liabilities 83,661 177,661 3,007 (26,163 ) 238,166 Long-term debt, net of current maturities 259,388 27,030 — — 286,418 Other long-term obligations and deferred credits 5,061 39,039 — — 44,100 Intercompany payables — 133,618 7,455 (141,073 ) — Total liabilities 348,110 377,348 10,462 (167,236 ) 568,684 Total equity 134,032 288,740 26,166 (314,906 ) 134,032 Total liabilities and equity $ 482,142 $ 666,088 $ 36,628 $ (482,142 ) $ 702,716 U.S. CONCRETE, INC. AND SUBSIDARIES CONDENSED CONSOLIDATING BALANCE SHEET (RESTATED) DECEMBER 31, 2015 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 3,854 $ 71 $ — $ 3,925 Trade accounts receivable, net — 170,133 1,123 — 171,256 Inventories — 34,149 2,577 — 36,726 Prepaid expenses — 4,091 152 — 4,243 Other receivables — 7,736 29 — 7,765 Other current assets 24,152 2,371 44 (24,193 ) 2,374 Total current assets 24,152 222,334 3,996 (24,193 ) 226,289 Property, plant and equipment, net — 242,048 6,075 — 248,123 Goodwill — 73,638 26,566 — 100,204 Intangible assets, net — 95,754 — — 95,754 Deferred income taxes — 6,089 — (63 ) 6,026 Investment in subsidiaries 308,346 — — (308,346 ) — Intercompany receivables 119,070 — — (119,070 ) — Other assets — 5,254 47 — 5,301 Total assets $ 451,568 $ 645,117 $ 36,684 $ (451,672 ) $ 681,697 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 274 $ 78,902 $ 1,243 $ — $ 80,419 Accrued liabilities 4,507 103,247 2,293 (24,193 ) 85,854 Current maturities of long-term debt — 9,386 — — 9,386 Derivative liabilities 67,401 — — — 67,401 Total current liabilities 72,182 191,535 3,536 (24,193 ) 243,060 Long-term debt, net of current maturities 238,850 27,364 — — 266,214 Other long-term obligations and deferred credits 6,529 31,887 — — 38,416 Deferred income taxes — — 63 (63 ) — Intercompany payables — 112,164 6,906 (119,070 ) — Total liabilities 317,561 362,950 10,505 (143,326 ) 547,690 Total equity 134,007 282,167 26,179 (308,346 ) 134,007 Total liabilities and equity $ 451,568 $ 645,117 $ 36,684 $ (451,672 ) $ 681,697 U.S. CONCRETE, INC. AND SUBSIDARIES CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS QUARTER ENDED MARCH 31, 2016 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations and Reclassifications U.S. Concrete Consolidated Revenue $ — $ 240,371 $ 4,674 $ — $ 245,045 Cost of goods sold before depreciation, depletion and amortization — 194,551 4,207 — 198,758 Selling, general and administrative expenses — 22,696 467 — 23,163 Depreciation, depletion and amortization — 11,492 149 — 11,641 Loss on revaluation of contingent consideration 445 802 — — 1,247 Loss on sale of assets — 101 — — 101 (Loss) income from operations (445 ) 10,729 (149 ) — 10,135 Interest expense, net (5,375 ) (320 ) (5 ) — (5,700 ) Derivative loss (12,780 ) — — — (12,780 ) Other income, net — 494 3 — 497 (Loss) income from continuing operations before income taxes and equity in earnings of subsidiaries (18,600 ) 10,903 (151 ) — (7,848 ) Income tax (benefit) expense (2,011 ) 4,140 (138 ) — 1,991 Net (loss) income from continuing operations before equity in earnings of subsidiaries (16,589 ) 6,763 (13 ) — (9,839 ) Loss from discontinued operations, net of taxes and before equity in earnings of subsidiaries — (188 ) — — (188 ) Net (loss) income before equity in earnings of subsidiaries (16,589 ) 6,575 (13 ) — (10,027 ) Equity in earnings of subsidiaries 6,562 — — (6,562 ) — Net (loss) income $ (10,027 ) $ 6,575 $ (13 ) $ (6,562 ) $ (10,027 ) U.S. CONCRETE, INC. AND SUBSIDARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS QUARTER ENDED MARCH 31, 2016 (in thousands) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations U.S. Concrete Consolidated Net cash provided by (used in) operating activities $ (808 ) $ 17,997 $ 636 $ — $ 17,825 Cash flows from investing activities: Purchases of property, plant and equipment — (11,118 ) (102 ) — (11,220 ) Payments for acquisitions — (18,681 ) — — (18,681 ) Proceeds from disposals of property, plant and equipment — 37 — — 37 Proceeds from disposals of business units — 125 — — 125 Net cash used in investing activities — (29,637 ) (102 ) — (29,739 ) Cash flows from financing activities: Proceeds from revolver borrowings 84,956 — — — 84,956 Repayments of revolver borrowings (64,956 ) — — — (64,956 ) Proceeds from exercise of stock options and warrants 57 — — — 57 Payments of other long-term obligations (657 ) (2,286 ) — — (2,943 ) Payments for other financing — (2,324 ) — — (2,324 ) Excess tax benefits from stock-based compensation 2,215 — — — 2,215 Debt issuance costs (119 ) — — — (119 ) Other treasury share purchases (62 ) — — — (62 ) Intercompany funding (20,626 ) 20,077 549 — — Net cash used in financing activities 808 15,467 549 — 16,824 Net increase in cash and cash equivalents — 3,827 1,083 — 4,910 Cash and cash equivalents at beginning of period — 3,854 71 — 3,925 Cash and cash equivalents at end of period $ — $ 7,681 $ 1,154 $ — $ 8,835 |