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 (Date of earliest event reported): February 24, 2020
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U.S. CONCRETE, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-34530 | 76-0586680 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
331 N. Main Street, Euless, Texas 76039
(Address of principal executive offices, including Zip code)
(817) 835-4105
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading symbol | Name of each exchange on which registered |
| Common Stock, par value $.001 | USCR | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period or complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
This Amendment No. 1 to the Registrant's Current Report on Form 8-K (this “Amendment”) amends the Registrant's original Current Report on Form 8-K filed February 25, 2020. This Amendment files the pre-acquisition combined financial statements for privately-held Coram Materials Corp. and certain of its affiliates (collectively, “Coram”) and the unaudited pro forma condensed combined financial statements and related notes thereto, both of which are in connection with the Registrant's acquisition of Coram on February 24, 2020.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
The following financial statements of Coram are being filed as an exhibit to this Amendment and are incorporated by reference herein:
Exhibit 99.1 — Coram's audited combined financial statements, including Report of Independent Registered Public Accounting Firm as of and for the year ended December 31, 2019.
(b) Unaudited Pro Forma Financial Statements
The U.S. Concrete, Inc. and Coram unaudited pro forma condensed combined balance sheet as of December 31, 2019 and the U.S. Concrete, Inc. and Coram unaudited pro forma condensed combined statement of operations for the year ended December 31, 2019 and the notes related thereto are filed as Exhibit 99.2 hereto and are incorporated in this report by reference.
The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2019 includes Coram's results as if the acquisition had been completed as of January 1, 2019. The unaudited pro forma condensed combined balance sheet as of December 31, 2019 is presented as if the acquisition had been completed on December 31, 2019.
(d) Exhibits
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| Exhibit No. | Exhibit Description |
| 23.1 | |
| 99.1 | |
| 99.2 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
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| | | U.S. CONCRETE, INC. |
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| Date: | May 8, 2020 | By: | /s/ Gibson T. Dawson | |
| | | | Gibson T. Dawson | |
| | | | Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer) |
