U.S. Concrete, Inc.
US CONCRETE INC (Form: 8-K, Received: 01/10/2018 06:05:53)



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 9, 2018
______________________________

U.S. CONCRETE, INC.
(Exact name of registrant as specified in its charter)


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)
__________________

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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
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. □







Item 7.01 Regulation FD Disclosure

On January 09, 2018, U.S. Concrete, Inc. made available on its web site the updated investor presentation attached to this report as Exhibit 99.1.

The information in this Current Report and the accompanying exhibits(s) is being furnished, not filed, pursuant to Regulation FD. Accordingly, the information in this Current Report and the accompanying exhibit(s) will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this Current Report and the accompanying exhibit(s) is not intended to, and does not, constitute a determination of admission by the Company that the information in this Current Report and the accompanying exhibit(s) is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company or any of its affiliates.


Item 9.01 Financial Statements and Exhibits.
(d) Exhibits    
    
Exhibit No.
Exhibit
99.1







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.

                            

 
 
U.S. CONCRETE, INC.
 
 
 
 
 
 
Date:  January 9, 2018
By:
/s/ John E. Kunz
 
 
 
 
John E. Kunz
 
 
 
 
Senior Vice President and Chief Financial Officer
                        


January 2018 INVESTOR PRESENTATION


 
1 Forward-Looking Statements Certain statements and information provided in this presentation are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements concerning plans, objectives, goals, projections, strategies, future events or performance, and underlying assumptions and other statements, which are not statements of historical facts. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us and do not include the impact of future acquisitions. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. Our forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially. The forward-looking statements speak only as of the date of this presentation. Investors are cautioned not to rely unduly upon these forward-looking statements. The Company undertakes no obligation to update these forward-looking statements, except as required by law. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, general economic and business conditions, which will, among other things, affect demand for new residential and commercial construction; our ability to successfully identify, manage, and integrate acquisitions; the cyclical nature of, and changes in, the real estate and construction markets, including pricing changes by our competitors; governmental requirements and initiatives, including those related to mortgage lending or mortgage financing, funding for public or infrastructure construction, land usage, and environmental, health, and safety matters; disruptions, uncertainties or volatility in the credit markets that may limit our, our suppliers' and our customers' access to capital; our ability to successfully implement our operating strategy; weather conditions; our substantial indebtedness and the restrictions imposed on us by the terms of our indebtedness; our ability to maintain favorable relationships with third parties who supply us with equipment and essential supplies; our ability to retain key personnel and maintain satisfactory labor relations; and product liability, property damage, and other claims and insurance coverage issues. For additional information regarding known material factors that could cause our actual results to differ from our projected results, please see “Risk Factors” in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission. All written and oral forward-looking statements in this presentation are expressly qualified by these “Risk Factors.”


 
2 U.S. Concrete, Inc. – Overview  U.S. Concrete, Inc. (“USCR” or the “Company”) is a vertically integrated national producer of ready-mixed concrete  Top 3 position in each major market served1  ~1/3 of the aggregates consumed by USCR are sourced from internal production  Ready-mixed concrete segment  184 standard and volumetric plants  ~1,800 ready-mixed and volumetric concrete trucks  8.9 million cubic yards sold in the twelve months ending 9/30/17  Aggregates segment  18 operating facilities; 6 distribution terminals  ~270 million tons of owned and leased reserves  Financial Overview  LTM 9/30/17 Revenue: $1,313.5 million  LTM 9/30/17 Adjusted EBITDA: $194.9 million2  Market capitalization of ~$1.3 billion and enterprise value of ~$1.7 billion3 Commercial & Industrial 57% Residential 26% 1 Based on management estimates of cubic yards volume of ready-mixed concrete produced during the twelve months ended September 30, 2017 after giving pro-forma effect for acquisitions through September 30, 2017. 2 Adjusted EBITDA is a non-GAAP financial measure. See page 42 for a reconciliation to net income from continuing operations. 3 As of November 2, 2017 Revenue Mix by Region (LTM 9/30/17) Street, Highway & Other Public Works 17% Well-Structured Markets Ready-Mixed Volume by End Market (LTM 9/30/17) EBITDA by Segment (LTM 9/30/17) Aggregates & Aggs Related 20% Ready-mixed Concrete 79% Ready-Mixed Concrete Aggregates Facilities Recycled Aggregates Corporate Headquarters Vertically Integrated Operations Volumetric Concrete Agg Distribution Terminals S C U.S. Virgin Islands Northern Texas 26% Northern California 24% New York / New Jersey / DC 39% Other 2% Western / Southern Texas 9% Other 1%


 
3 Growth of Regional Footprint U.S. Virgin Islands Atlantic Region Financial Services/ Government Texas/Oklahoma Diversified West Region Technology 25 5 8 5 51 104 5 10 2 4 2 Brands 13 Acquisitions Brands 4 Acquisitions Brands 12 Acquisitions Brands 2 Acquisitions New York Metro #1 Western Texas #1 San Francisco Bay Area #1(Tie) Dallas Top-2 D.C. & Dulles Corridor U.S. Virgin Islands Top-3 #1 Market Position Ready-Mixed Concrete Operating Facilities Aggregates Producing Facilities 2011 Current ~800 ~1800 7 113 Aggregates Distribution Terminals 4 0 Note: Acquisitions of Companies Acquired Since 2014 18 184 6 2 1


 
4 Regional Market: Metro NYC  17 Plants Serving five boroughs  Commercial / Residential / Infrastructure Focus  Complex Urban Operating Environment  Significant Labor Union Position  Active / Well Structured Market New York City Ready-Mixed Concrete Operating Facilities Aggregates Producing Facilities Aggregates Distribution Terminals


 
5 Regional Market: Bay Area  25 Plants Serving the Bay Area  Commercial and Residential Focus  Complex Urban Operating Environment  Defensible Market Position  Significant Labor Union Position San Francisco Bay Area Ready-Mixed Concrete Operating Facilities Aggregates Distribution Terminal


 
6 Regional Market: Dallas / Fort Worth  31 Plants Serving DFW  Diversified Construction Market  Population Growth  Vibrant Plano / Frisco Area  Standard and Volumetric Concrete Offerings  Large Integrated Producer Competitors Dallas / Fort Worth Ready-Mixed Concrete Operating Facilities Aggregates Producing Facilities Corporate Headquarters


 
7 Strategic Position in Attractive Markets Industry Leading Performance Strong Financial Performance, Conservative Balance Sheet and Solid Returns on Capital Top 1,2 or 3 Position in Well-Structured Markets with Attractive Fundamentals Long-Term Diversified Customer Base Across Sectors and Regions Top Supplier to Commercial Projects with High Margins Vertical Integration into Aggregates Enhances Value Chain Successful Track Record of Acquisition Integration and a Robust Pipeline Disciplined Pricing Mechanics Drive Superior Margin Performance Through the Cycle Purchasing Power Due to Size in Highly Fragmented Markets Experienced Management Team with Long-Term Strategic Focus


 
8 Extended Construction Cycle Management’s View of USCR Position in Cycle Administration's Regulatory and Tax Reform Agendas Combined with the Prospect of Increased Infrastructure Spending Will Potentially Extend the Cycle Early Mid Late Growth Consistent Heavy Previous position in cycle New position in cycle


 
9 Focused Strategy Translates into Industry-Leading Returns on Capital 1 Material spread margin defined as (revenue – raw material costs) / revenue 2 Source: National Ready Mixed Concrete Association (“NRMCA”) and management estimates 3 Return on capital defined as net operating profit after tax / average of beginning and ending debt and book equity (pro-forma for 2016 acquisitions) 4 Publicly traded peers consist of Martin Marietta Materials, Summit Materials and Vulcan Materials Favorable Industry Dynamics  Favorable markets with attractive fundamentals  Leading market positions  Low-cost producer  Attractive construction material categories Unique Business Attributes  Focus on commercial projects with high margins  Vertically integrated value chain  Sustainability leadership Attractive Financial Profile  Improving pricing over last six years  Accretive acquisitions  Prudent leverage with ample liquidity  Efficient capital allocation Superior Margin Performance (Material Spread Margin)1 45.9% 46.6% 47.8% 49.8% 49.2% 44.4% 44.0% 43.9% 44.6% 45.0% 2012 2013 2014 2015 2016 USCR ready-mixed concrete segment U.S. ready-mixed concrete industry 2 3.4% 6.3% 9.5% 13.0% 13.7% 2.2% 3.2% 4.4% 5.5% 6.1% 2012 2013 2014 2015 2016 U.S. Concrete Publicly traded peers Industry-Leading Returns on Capital3 3, 4


 
10 Top Supplier to Commercial Projects with High Margins Selected precedent commercial projects Higher Margins due to Rigorous Specifications, Complex Projects, High Customization Requirements and Significant Plant and Truck Capacity Demands Project and Location Cubic Yards Status 1. Facebook NA-4 Data Center – Fort Worth, TX 382,000 In Progress 2. LaGuardia Airport1 – Queens, NY 375,000 In Progress 3. I-35W – Ft. Worth, TX 160,000 In Progress 4. Google Bayview Campus – Mountain View, CA 125,000 In Progress 5. The Union Tower – Dallas, TX 110,000 In Progress 6. Wade Park – Frisco, TX 105,000 In Progress 7. Legacy West – Plano, TX 100,000 In Progress 8. Dallas Love Field Parking Garage – Dallas, TX 87,000 In Progress 9. Goethals Bridge – Staten Island, NY 85,000 In Progress 10. Charles Schwab Westlake Campus – Westlake, TX 80,000 Backlog 11. 655 NY Avenue – Washington, D.C. 71,000 In Progress 12. Workday Campus – Pleasanton, CA 70,000 In Progress 13. Gotham 1 & 3 – Queens, NY 70,000 In Progress 14. Manhattan West Tower – Manhattan, NY 70,000 In Progress 15. Hudson Yards Tower E – Manhattan, NY 65,000 In Progress 1 Joint venture with a third-party supplier


 
11 26 1 32 9 3 48 3 72 39 1 39 6 40 6 39 0 40 4 43 2 45 8 45 7 41 5 35 2 25 9 25 7 26 6 29 0 3 00 3 25 33 6 34 3 $107.00 $130.35 $20 $40 $60 $80 $100 $120 $140 0 50 100 150 200 250 300 350 400 450 500 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 A vg. S elling P rice (“A S P ”) V ol um e (in m m c ub ic y ar ds ( “C Y D s” )) US Production Industry ASP/CYD USCR ASP/CYD Premium Price Position Leads the Industry 1 Source: NRMCA and Management Estimates for 2016 Industry Pricing 1 1


 
12 Experienced Management Team Driving Sustainable Business Improvement Executive leadership focused on positioning the business for continued success  Demonstrated commitment to focus on highly attractive geographies and end markets with superior margin projects  Dallas, New York and San Francisco are among the strongest commercial and residential construction markets  Commercial construction orientation requires greater technical expertise and product capabilities  Synergistic acquisitions within existing footprint or in geographies with defensible market positions  Margin results supported by achieved shift in concrete pricing and material margin spread  Average price per cubic yard was ~$25 greater than industry in 2016  Average price was in-line with industry in 2009  Material margin has increased from $43/cubic yard in 2009 to $67/cubic yard LTM 9/30/17  Material margin in prior downturn (2007 to 2009) increased from $40/cubic yard to $43/cubic yard  Greater vertical integration of aggregates business enhances Adjusted EBITDA margins  Internal requirements are ~1/3 filled from USCR quarries in markets with aggregates positions  External aggregates sales for 2016 were approximately $19.8mm higher than 2009  Sales of aggregates provide Adjusted EBITDA margins greater than 20% ($mm) 2007 2009 2016 LTM 9/30/2017 Commentary Revenue $803.8 $534.5 $1,168.2 $1,313.5  Greater scale Adjusted EBITDA2 $75.4 $17.4 $159.8 $194.9  Higher profitability Adjusted EBITDA margin2 9.4% 3.2% 13.7% 14.8%  Improved EBITDA margins Material spread margin ($ / cubic yard) ~$40 ~$43 ~$64 ~$67  Stable spreads during downturn, and better material spread margins today Ready-mixed sales volume (mm cubic yards) ~7.6 ~3.9 ~8.1 ~8.9  Steady volume, now with differentiated composition Leverage1 4.0x 17.0x 2.34x 2.26x  Lower leverage 1 Defined as net debt / Adjusted EBITDA 2 2007 and 2009 reflect total consolidated results; 2016 and LTM 9/30/17 reflect results from continuing operations


 
13 Ready-Mixed Top-Line Drivers 3, 83 5 3, 80 9 3, 93 4 4, 04 7 4, 33 5 4, 55 4 4, 67 4 4, 83 9 4, 95 8 5, 06 7 5, 19 4 5, 22 5 5, 34 7 5, 44 2 5, 57 5 5, 69 6 5, 71 9 5, 99 9 6, 52 3 7, 03 8 7, 52 5 7, 68 4 7, 82 1 8, 12 2 8, 40 7 8, 78 6 8, 91 3 $92.23 $134.46 $40 $50 $60 $70 $80 $90 $100 $110 $120 $130 $140 2,000 3,000 4,000 5,000 6,000 7,000 8,000 9,000 10,000 Q1 '11 Q2 '11 Q3 '11 Q4 '11 Q1 '12 Q2 '12 Q3 '12 Q4 '12 Q1 '13 Q2 '13 Q3 '13 Q4 '13 Q1 '14 Q2 '14 Q3 '14 Q4 '14 Q1 '15 Q2 '15 Q3 '15 Q4 '15 Q1 '16 Q2 '16 Q3 '16 Q4 '16 Q1 '17 Q2 '17 Q3 '17 A S P / M M S V ol um e (in 0 00 ’s C Y D ) LTM Volume (CYDs in 000's) LTM ASP (per CYD) LTM Material Margin (per CYD)


 
14 Vertical Integration Into Aggregates Enhances the Value Chain  Aggregates primary focus is supply of U.S. Concrete’s ready-mixed concrete operations  Aggregates exposure generates higher overall consolidated margins  Vertical integration enhances market dynamics  Provides stable supply and strategic advantage  Improves overall purchasing power  Increases precision in bidding for new projects Aggregates used in USCR’s ready-mixed concrete operations, LTM 9/30/17 Externally sourced & acquisition opportunities 77% Internally sourced 23%  Key focus of acquisition strategy  18 aggregates producing facilities, one recycling operation, six distribution terminals  ~270 million tons of owned and leased reserves USCR Becoming More Vertically Integrated Pro Forma for Polaris Acquisition Externally sourced & acquisition opportunities 59% Internally sourced 41%


 
15 Significant Industry Consolidation Opportunities Exist to Enable Scaling of Ready-Mixed Business Ready-Mixed Concrete Market Size for U.S. (as of December 2016) Deal opportunities remain robust  USCR is an acquirer of choice in established markets through decades long relationships amongst local and national management teams  Aggregates provide additional expansion opportunities and strengthen vertically integrated capabilities  Increasing vertical integration of cement, aggregates and concrete producers represents favorable market dynamic Annual Revenue $30.0 B Ready-Mixed Concrete Producers 2,200 Ready-Mixed Concrete Plants 6,500 Source: NRMCA; IBISWorld


 
16 Focused and Disciplined Acquisition Strategy Continue to expand within existing regional markets through ready-mixed concrete bolt-ons and vertical integration into aggregates Local Opportunity Expand concentrically around existing regionsRegionalOpportunity Selected larger-scale opportunities in new geographies  Strong, stable markets with promising growth profiles  Appealing market structures  Defensible positions of scale with barriers to entry National Opportunity Successful Deal Track Record with Significant Consolidation Pipeline


 
17  Completed 31 ready-mixed concrete and aggregates acquisitions since 2014  Sourcing, executing and integrating acquisitions is a core competency of USCR  Market position limits impact of cyclicality  Proven ability to integrate acquired companies, vertically integrate operations, enhance margins and generate attractive returns Kings Ready Mix Brooklyn, NY (Aug. 2016)  2 ready-mixed concrete plants – 52 mixer trucks  Expanded geographic coverage in Manhattan market and establishes footprint in the Bronx borough NYCON Supply Corp. Queens, NY (June 2016)  4 ready-mixed concrete plants – 62 mixer trucks  Strengthened position in New York metropolitan area Recent Notable Acquisitions Acquired Since 2014 40% Organic 60% Adjusted EBITDA, LTM 9/30/2017  2 ready-mixed concrete plants – 38 mixer trucks  Expanded position in Western Queens and Midtown Manhattan area Jenna Concrete Corp. Bronx, NY (Aug. 2016) Action Supply Philadelphia, PA (Sept. 2017)  2 ready-mixed concrete plants – 22 mixer trucks  Expands East Coast footprint into Philadelphia metropolitan market Successful Track Record of Acquisitions with Significant Consolidation Pipeline Acquisitions continue to accelerate Adjusted EBITDA growth  6 ready-mixed concrete plants – 89 mixer trucks in NYC  Expanded service coverage to all of Manhattan Ferrara Bros. New York, NY (Apr. 2015) Corbett Aggregates Quinton, NJ (Apr. 2017)  1 aggregates facility – 401 acres of land with over 35 million tons of proven reserves  Furthers vertical integration strategy supporting the New York metropolitan market Harbor Ready-Mix / A-1 Materials San Francisco, CA (Sept. 2017)  2 ready-mixed concrete plants – 23 mixer trucks  Bolsters position in San Francisco's Peninsula and South Bay Polaris Materials Corporation Vancouver, BC (Nov. 2017)  1 active aggregate quarry with 110 million tons of reserves (2 additional undeveloped quarries)  2 aggregates distribution terminals  Enhances vertical integration and access to supply constrained West Coast markets


 
18 Polaris Materials Transaction Overview Transaction Overview Strategic Rationale  On September 29, 2017, U.S. Concrete announced it had entered into an arrangement to acquire Polaris Materials Corporation (“Polaris”)  The acquisition was unanimously approved by Polaris' Board of Directors with Polaris’ shareholders voting to approve the transaction at a special meeting on November 15, 2017  The transaction closed on November 17, 2017  U.S. Concrete acquired all the issued and outstanding common shares of Polaris for C$3.40 per share in cash  The price per share implied an aggregate fully diluted equity value of approximately C$309 million (~US$245 million)  The acquisition was funded with existing cash on hand and drawings under U.S. Concrete’s ABL facility  After incremental volume and other anticipated synergies, purchase price multiple is expected to be substantially similar to market transactions 1 Secures High Quality, Long-Term Aggregate Resource in Supply Constrained Market  San Francisco Bay Area and Southern California have less than 20 years of permitted aggregates reserves(1)  Ability to self supply a large majority of our aggregates requirement in Bay Area  High-quality sand and gravel for seismic areas  Deep sea access provides low cost shipping 2 3 Significant Synergy Potential, Creating Shareholder Value  Significant volume pull-through expected from current San Francisco Bay Area operations and potential future West Coast acquisitions  Reduction in Polaris corporate expenses  Expected to facilitate operational optimization of existing U.S. Concrete operations Increased Exposure to Attractive California Construction Market  Strong macroeconomic outlook  SB1 to provide additional infrastructure funding  Los Angeles 2028 Olympics driving incremental near- term construction spending  Potential to integrate with and support growth plans in other California markets(1) Source: California Geological Survey “Aggregate Sustainability in California 2012.”


 
19 Secures High Quality, Long-Term Aggregates Resource in Supply-Constrained Market 1 Overview Aggregates Resource Depletion(1) Location % of 50-Year Demand Permitted 50-Year Demand Permitted Reserves Time to Depletion San Francisco Bay Area Northern San Francisco Bay 521 110 11 – 20 Years South San Francisco Bay 1,381 404 11 – 20 Years Los Angeles / Long Beach San Fernando Valley – Saugus Newhall 476 77 <10 Years San Gabriel Valley 809 322 11 – 20 Years Claremont – Upland 203 109 21 – 30 Years San Bernardino 993 241 11 – 20 Years Temescal Valley 1,077 297 11 – 20 Years (1) Source: California Geological Survey “Aggregate Sustainability in California 2012.” Permitted Aggregates Reserves 50-Year Demand Not Met By Existing Permitted Reserves  San Francisco Bay and Los Angeles area current sourced aggregate reserves are expected to only cover the next 11 – 20 years of demand before depletion(1) without supplemental material from Polaris  Particularly acute shortages are expected in some of USCR’s key ready- mixed concrete markets of San Jose and the West Bay, which are markets that Polaris is expected to serve economically  The Polaris acquisition should allow USCR to internally source the majority of its San Francisco Bay Area aggregates requirements  USCR to move to a net long aggregates position on the West Coast  Low cost shipping via Panamax vessels should provide competitively priced product to the West Coast and Hawaii  High-quality sand and gravel ideal for use in high-strength seismic applications


 
20 Significant Synergy Potential, Creating Shareholder Value 2 Synergies Pro Forma San Francisco Bay Area Footprint 1 Volume Pull-Through from Current San Francisco Bay Area Operations and Potential Future Acquisitions  Increased production at the Orca Quarry expected to deliver meaningful operating leverage benefits  Reduction of costs of third-party supplied materials  Anticipated incremental volume from potential future acquisitions 2 3 Reduction in Polaris Corporate Costs  Removal of public listing costs  Lower SG&A overhead costs by integrating into the USCR platform Anticipated Operational Optimization at Polaris and Existing U.S. Concrete Operations  Concrete mix design improvements  Logistics optimization U.S. Concrete Ready-Mixed Concrete Plant Polaris Terminal San Pablo Bay San Francisco Bay San Francisco Richmond Terminal BridgeHarbor Ready- Mix & A-1 Materials(1) (1) Acquired in October 2017. Redwood City Terminal Pier 92 Terminal 3rd Party Terminal


 
21 Increased Exposure to Attractive California Markets 3 Strong Macroeconomic Outlook California SB 1 Los Angeles 2028 Olympics  U.S. FAST Act expected to contribute to 9.6% growth in California’s cumulative aggregate demand during its life  While San Francisco – San Jose corridor (“Silicon Valley”) continues to lead regional construction activity, north and east bay markets showing signs of improvement  Los Angeles seeing highest construction activity levels since 1920s, driving an increased pool of potential large and high specification projects  On April 6, 2017, Governor, Senate, and Assembly leaders approved the Road Repair and Accountability Act, which will provide $52 billion over 10 years on infrastructure spending  New bill increases state funded transportation spending by 35% above current levels with the benefits of SB 1 expected to start being realized in 2H18  Estimated $34 billion of the first $52 billion raised will go toward repairing roads, bridges, highways, and culverts  On September 13, 2017, the International Olympic Committee awarded Los Angeles host of the 2028 Summer Olympic Games after initially bidding for the 2024 Games  Estimated budget of $5.3 billion with detail, including construction spend, to be released in coming months  International Olympic Committee has pledged $1.8 billion to the Los Angeles organizing committee  Current plan utilizes existing large sports venues, with construction focused on regional infrastructure and facility improvements (1) Source: State of California Department of Finance. 2016 – 2020E Construction Value CAGR(1) 11.7% 6.8% Residential Non-Residential “State Legislators Approve $52 Billion Transportation Plan to Repair California’s Ailing Roads” – Los Angeles Times


 
22 Average Selling Price Sales Volume (‘000) 4,047 4,839 5,225 5,696 7,038 8,122 8,913 2,741 3,407 3,597 4,650 4,919 5,563 2011 2012 2013 2014 2015 2016 LTM 9/30/17 Ready-Mixed (CYDs) Aggregates (Tons) $94.47 $97.59 $104.03 $110.85 $123.98 $130.35 $134.46 $7.46 $7.89 $8.84 $9.40 $10.54 $11.97 $12.56 2011 2012 2013 2014 2015 2016 LTM 9/30/17 Ready-Mixed ($/CYD) Aggregates ($/ton) Adjusted EBITDA from Continuing Operations ($mm)Revenue ($mm) $428 $517 $598 $704 $975 $1,168 $1,313 2011 2012 2013 2014 2015 2016 LTM 9/30/17 Financial Performance and Conservative Balance Sheet 5,635 $12 $26 $49 $78 $132 $160 $195 2011 2012 2013 2014 2015 2016 LTM 9/30/17


 
23 Ready-Mixed Sales Volume (Million Cubic Yards)Ready-Mixed Average Selling Price (Per Cubic Yard) $1,113 $1,313 LTM 9/30/16 LTM 9/30/17 Adjusted EBITDA from Continuing Operations ($mm)Revenue ($mm) 7.82 8.91 LTM 9/30/16 LTM 9/30/17 $146 $195 LTM 9/30/16 LTM 9/30/17 $128.36 $134.46 LTM 9/30/16 LTM 9/30/17 Financial Performance and Conservative Balance Sheet Improved year-over-year performance (LTM 9/30/17)


 
24 Ready-Mixed Average Selling Price (Per Cubic Yard) Adjusted EBITDA from Continuing Operations ($mm) Ready-Mixed Sales Volume (Million Cubic Yards) $132.70 $136.62 Q3 2016 Q3 2017 Financial Performance and Conservative Balance Sheet Improved year-over-year performance (Q3 2017) $54.0 $54.7 Q3 2016 Q3 2017 Revenue ($mm) $329 $355 Q3 2016 Q3 2017 2.24 2.37 Q3 2016 Q3 2017


 
25 Capitalization As of 9/30/2016 As of 9/30/17 Actual ($mm) Amt. xAdjustedEBITDA Amt. xAdjusted EBITDA Cash and cash equivalents $66.0 $248.3 New Senior Unsecured Notes due 2024 (“2024 Unsecured Notes”) 400.0 2.7x 610.3 3.1x Other debt 52.5 0.4x 78.1 0.4x Total debt $452.5 3.1x $688.4 3.5x Net debt 386.5 2.6x 440.1 2.3x Market value of equity1 (as of 11/02/2016 or 11/02/2017) 762.8 5.2x 1,287.8 6.6x Total capitalization $1,215.3 8.3x $1,976.2 10.1x Enterprise value $1,149.3 7.9x $1,727.9 8.9x LTM 9/30/2016 or 9/30/2017 Adjusted EBITDA2 146.4 194.9 Liquidity3 275.5 494.1 1 Based on total outstanding shares as of 11/02/2016 and 11/02/2017 2 Adjusted EBITDA is a non-GAAP financial measure. See page 42 for a reconciliation to net income from continuing operations 3 Liquidity is the sum of cash and cash equivalents, and availability under existing ABL Facility


 
Appendix


 
27 500 432 348 337 355 360 392 445 470 500 523 543 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017E 2018E 2019E Total non-residential building construction ($bn) 81 82 83 79 81 81 84 90 92 94 98 99 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017E 2018E 2019E Highway and street construction ($bn) 155 106 78 79 85 91 109 122 139 149 154 149 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017E 2018E 2019E Commercial office and retail building construction ($bn) 358 254 249 253 276 329 375 440 472 497 512 523 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017E 2018E 2019E Total residential building construction ($bn) Source: FMI Corp. as of January 30, 2017 Top 3 Position in Favorable Geographic Markets with Attractive Fundamentals Robust end markets expecting continued growth


 
28 Top 3 Position in Favorable Geographic Markets with Attractive Fundamentals (cont’d) Residential construction is stabilizing and growing in regional markets where USCR has a leading position 70 37 27 27 24 29 37 42 47 50 67 75 80 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017E2018E2019E California housing starts (‘000) 46 30 25 26 24 28 32 30 33 34 37 43 47 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017E2018E2019E Washington D.C. area1 housing starts (‘000) 34 24 16 19 15 18 22 20 22 23 24 24 24 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017E2018E2019E New York and New Jersey housing starts (‘000) 124 82 67 70 66 81 90 100 108 111 118 125 131 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017E2018E2019E Texas housing starts (‘000) Source: Global Insight as of February 2017 Note: Data consists of private single family housing starts; annual data represents average of four quarters of Seasonally Adjusted Annual Rate (“SAAR”) figures 1 Washington, D.C. area also includes Virginia and Maryland


 
29 Top 15, 19% 16-25, 5% 26-35, 5% 36-50, 6% 51+, 65% Overview of Top Customer RelationshipsRevenue by Customer (2016) Source: U.S. Concrete Customer Years End Market Location % of 2016 revenue 1. Customer A* 22 Commercial Northern Texas 3.6% 2. Customer B* 22 Residential Northern Texas 2.4% 3. Customer C 50 Commercial Northern California 1.8% 4. Customer D 15 High Rise, Commercial NY / NJ / DC 1.2% 5. Customer E 55 Commercial Northern California 1.2% 6. Customer F 9 Commercial Northern Texas 1.1% 7. Customer G* 22 Commercial Northern Texas 1.1% 8. Customer H 2 Commercial NY / NJ / DC 1.0% 9. Customer I 20 Commercial NY / NJ / DC 1.0% 10. Customer J 40 Commercial Northern California 0.9% 11. Customer K 30 Commercial NY / NJ / DC 0.8% 12. Customer L 30 Commercial Northern California 0.8% 13. Customer M 15 Commercial NY / NJ / DC 0.7% 14. Customer N 30 Commercial NY / NJ / DC 0.7% 15. Customer O 14 Industrial Northern California 0.6% Average 25 Total 18.9% The Average Length of USCR’s Top 15 Customer Relationships is ~25 Years Long-Term Diversified Customer Base Across Sectors and Regions Quality, long-tenured client relationships with focused concentration in key markets * Denotes customers that are related to each other Revenue Mix by Region (LTM 9/30/17) Northern Texas 26% Northern California 24% New York / New Jersey / DC 39% Other 2%Western / Southern Texas 9%No direct oil and gas exposure


 
30  400,000+ Cubic Yards of Concrete Required  One WTC, 3 WTC, 4 WTC Complete  WTC Tower 2 Under Construction  Low CO2 Concrete  Highest Height Concrete Pumped Into a High Rise Structure in N.A. One WTC  14,000 PSI Ultra High Strength Concrete World Trade Center Construction World Trade Center Complex


 
31 Ongoing Infrastructure: Hudson Yards Hudson Yards  ~ 375,000 Cubic Yards of Concrete for Buildings Currently Under Construction  High Strength up to 14,000 PSI Concrete  8,500 PSI Lightweight Concrete  First for NYC  Multi-Phase, Multi-Year Remaining Construction Project


 
32 Ongoing Infrastructure: LaGuardia Airport  375,000 Cubic Yards of Concrete (USCR has a contract for approximately 2/3 of the total project requirement)  Concrete Delivery Began in 2016  Stringent Specifications  Multiple Mix Designs Required  Expected to be a 4-Year Project LaGuardia Airport


 
33 Ongoing Infrastructure: Goethals Bridge Goethals Bridge Replacement  80,000 Cubic Yards of Concrete  100-Year Life Cycle Concrete Design  Stringent Specifications  2018 Completion


 
34 Ongoing Infrastructure: Tappan Zee Bridge Tappan Zee Bridge Replacement  36,000 of 60,000 Cubic Yards of Concrete  Providing Concrete for On Ramps for Two Separate Bridges  July 2017 One Side Opened - Operating in Both Directions  32 Different Mix Designs  2019 Both Sides expected to be Opened


 
35 Ongoing Infrastructure: Bayonne Bridge Bayonne Bridge Elevation  40,000 Cubic Yards of Concrete  5,000 PSI Lightweight Concrete Deck  2018 Completion


 
36 Northern California: Levi’s Stadium Levi’s Stadium  80,000 Cubic Yards of Concrete  Low CO2 Concrete  23 Million Pounds of CO2 Reduction  LEED Gold Certification  Completed in 2013


 
37 Northern California: Infrastructure Oakland Bay Bridge  250,000 Cubic Yards of Concrete  Low CO2 Concrete  40 Specialty Mix Designs  12 Year Project Completed in 2013


 
38 Ongoing Construction: Facebook Facebook Campus  20,000 Cubic Yards of Concrete  New Construction in Menlo Park, California  15,000 Cubic Yards of Concrete to Finish  12,000 Cubic Yards of Concrete on West Campus  Low CO2 Concrete  2018 Completion


 
39 Ongoing Construction: Workday Campus Workday HQ  70,000 Cubic Yards of Concrete  First Placement January 2017  Low CO2 Concrete  Pleasanton, California  2018 Completion


 
40 North Texas Construction: Frisco / Plano


 
41 Ongoing Construction: Toyota HQ Toyota of North America Headquarters  194,000 Cubic Yards of Concrete  Premier North Texas Corporate Headquarters Project  2017 Completion


 
42 Ongoing Construction: JPMorgan Chase JPMorgan Chase - Plano  65,000 Cubic Yards of Concrete  Continued Corporate Growth in Vibrant Plano Area  2017 Completion


 
43 Ongoing Construction: The Union The Union  110,000 Cubic Yards of Concrete  Twin 43-Story Buildings  Mixed-Use with Full-Sized Grocery Store  Project Began in Late 2016


 
44 Dallas: Infrastructure I-635 Dallas  Over 310,000 Cubic Yards of Concrete  USCR One of Three Concrete Suppliers  24-Hour Concrete Placements  Multi-Level Highway Project  Three-Phase Project Completed in 2015


 
45 Name Role Year Joined Relevant Experience Bill Sandbrook President and Chief Executive Officer 2011 25 years Ronnie Pruitt Senior Vice President and Chief Operating Officer 2015 24 years John Kunz Senior Vice President and Chief Financial Officer 2017 26 years Paul Jolas Senior Vice President, General Counsel and Corporate Secretary 2013 27 years Kevin Kohutek Vice President – Chief Accounting Officer 2012 22 years Brian Mahavier Vice President – Strategy and Development 2013 12 years Wallace Johnson Vice President – Marketing and Sales 2004 46 years Mark Peabody Vice President – Human Resources 2012 26 years Niel Poulsen Executive Vice President – South East 2012 39 years Jeff Davis Vice President 2001 42 years Jeffrey Roberts Vice President and General Manager – Ingram Concrete 1994 28 years Herb Burton Vice President and General Manager – West Region 1999 18 years David Behring Vice President and General Manager – South Central Region 1999 26 years Experienced Management Team Driving Sustainable Business Improvement New executive leadership since 2011 Significant Experience which Positions USCR for Industry Leadership


 
46 Reconciliation of Non-GAAP Financial Measures We report our financial results in accordance with generally accepted accounting principles in the United States (“GAAP”). However, our management believes that certain non-GAAP performance measures and ratios, which our management uses in managing our business, may provide users of this financial information additional meaningful comparisons between current results and results in prior operating periods. See the table above for presentations of our Adjusted EBITDA and Adjusted EBITDA Margin for the last twelve months ending September 30, 2017 and the years ending December 31, 2016, 2015, 2014, 2013, 2012, 2011, 2009 and 2007. We define Adjusted EBITDA as our net income (loss) from continuing operations, plus the provision (benefit) for income taxes, net interest expense, depreciation, depletion and amortization, non-cash stock compensation expense, derivative (gain) loss, (gain) loss on extinguishment of debt, non-cash gain (loss) on revaluation of contingent consideration, officer severance, acquisition-related professional fees, expense related to the departure of our former Chief Executive Officer, expense related to our corporate headquarters relocation, and reorganization items. We have included Adjusted EBITDA and Adjusted EBITDA Margin herein because they are widely used by investors for valuation and comparing our financial performance with the performance of other building material companies. We also use Adjusted EBITDA and Adjusted EBITDA Margin to monitor and compare the financial performance of our operations. Adjusted EBITDA does not give effect to the cash we must use to service our debt or pay our income taxes and thus does not reflect the funds actually available for capital expenditures. In addition, our presentation of Adjusted EBITDA may not be comparable to similarly titled measures other companies report. Adjusted EBITDA and Adjusted EBITDA Margin are not intended to be used as an alternative to any measure of our performance in accordance with GAAP. Non-GAAP financial measures 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. The Company applied the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) 852 “Reorganizations” to its financial statements while the Company operated under the provisions of Chapter 11 of the United States Bankruptcy Code. As of August 31, 2010, the Company applied fresh-start accounting under the provisions of ASC 852. The adoption of fresh-start accounting resulted in the Company becoming a new entity for financial reporting purposes. Accordingly, the Company’s financial statements for periods prior to August 31, 2010 are not comparable with its financial statements for periods on or after August 31, 2010. References to “Successor” in the Company’s financial statements refer to the Company on or after August 31, 2010, after giving effect to the provisions of our Plan of Reorganization and the application of fresh-start accounting. References to “Predecessor” in the Company’s financial statements refer to the Company prior to August 31, 2010. Because of various adjustments to the Company’s consolidated financial statements in connection with the application of fresh-start accounting, including asset valuation adjustments and cancellation of debt adjustments, the results of operations for the Successor are not comparable to those of the Predecessor. Successor Predecessor LTM ended September 30, Year ended December 31, Year ended December 31, 2017 2016 2015 (restated) 2014 2013 2012 2011 2009 2007 Income (loss) from continuing operations $13.7 $9.6 $(5.1) $21.6 $(18.3) $(24.4) $(7.9) $(78.7) $(60.8) Income tax expense (benefit) 27.7 21.1 0.8 2.2 1.2 (3.8) (0.4) (0.3) 0.0 Interest expense, net 38.8 27.7 21.7 20.4 11.3 11.3 11.1 25.9 27.5 Corporate loss (gain) on early extinguishment of debt 0.1 12.0 - (0.0) (1.0) 2.6 - (7.4) - Derivative loss (gain) 27.2 19.9 60.0 3.6 30.0 19.7 (13.4) - - Depreciation, depletion and amortization 64.9 55.0 43.6 23.8 18.9 15.5 18.5 23.5 23.2 Non-cash change in value of contingent consideration 4.9 5.2 0.9 - - - - - - Non-cash stock compensation expense 7.9 7.1 5.8 3.7 5.4 2.5 2.1 2.4 3.0 Acquisition-related professional fees 5.0 2.2 3.8 2.5 0.8 - - - - Officer severance 0.6 - 0.4 - 0.2 0.1 - - - Hurricane-related losses 1.9 - - - - - - - - Quarry dredge costs for specific event 2.2 - - - - - - - - Departure of former CEO - - - - - - 2.1 - - Corporate headquarters relocation expense - - - - 0.6 2.5 - - - Reorganization items (2009) Goodwill impairment (2007) - - - - - - 0.0 47.6 72.9 Adjusted EBITDA $194.9 $159.8 $131.9 $77.8 $49.1 $26.2 $11.9 $13.0 $65.9 Adjusted EBITDA margin 14.8% 13.7% 13.5% 11.0% 8.2% 5.1% 2.8% 3.0% 10.2%