uscr-20210324
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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): March 24, 2021
_________________________________

U.S. CONCRETE, INC.
(Exact name of registrant as specified in its charter)
_________________________________
Delaware 001-3453076-0586680
(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))
Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading symbolName of each exchange on which registered
Common Stock, par value $0.001USCRThe 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.




Item 4.01 Changes in Registrant's Certifying Accountant

On March 16, 2021, the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of U.S. Concrete, Inc. (the “Company”), in consultation with the Company’s Board, approved the engagement of KPMG LLP (“KPMG”) as the Company’s new independent registered public accounting firm, for the year ending December 31, 2021, subject to the completion of KPMG's customary client acceptance procedures. On March 24, 2021, the Company dismissed Ernst & Young LLP (“EY”), as the Company's independent registered public accounting firm, effective immediately. On March 26, 2021, the Company entered into an engagement letter with KPMG.

EY’s reports on the Company’s consolidated financial statements for the fiscal years ended December 31, 2020, and December 31, 2019, did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the fiscal years ended December 31, 2020, and December 31, 2019, and the subsequent interim period through March 24, 2021, there were (i) no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) between the Company and EY on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to EY's satisfaction, would have caused EY to make reference thereto in their reports on the consolidated financial statements for such fiscal years and (ii) no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).

The Company provided EY with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that EY furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made herein. A copy of EY's letter dated March 26, 2021 is filed as Exhibit 16.1 hereto.

During the fiscal years ended December 31, 2020, and December 31, 2019, and any subsequent interim period through March 24, 2021, neither the Company, nor anyone on its behalf, consulted KPMG regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the financial statements of the Company, and no written report or oral advice was provided to the Company by KPMG that KPMG concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 26, 2021, William J. Sandbrook advised the Company that he will retire from the Board at the Company’s 2021 annual meeting of stockholders (the “2021 Meeting”) and will not stand for re-election at the 2021 Meeting. Mr. Sandbrook previously served as the Company’s Chairman of the Board from May 2018 through May 14, 2020, as the Company’s Chief Executive Officer and director from August 2011 through April 3, 2020, and as the Company’s President from August 2011 until April 2019. There are no disagreements between Mr. Sandbrook and the Company on any matter relating to the Company’s operations, policies or practices.

Mr. Sandbrook’s Executive Transition Agreement

Mr. Sandbrook entered into an Executive Transition Agreement with the Company, dated February 13, 2020 (the “Executive Transition Agreement”), and effective as of April 3, 2020, in connection with his retirement as the Company’s Chief Executive Officer. Mr. Sandbrook and the Company have extended the Executive Transition Agreement through April 2, 2023 (the “Transition Period”), pursuant to an amendment to the Executive Transition Agreement dated March 26, 2021 (the “Amendment”).

Pursuant to the Executive Transition Agreement and the Amendment, Mr. Sandbrook will continue to serve as a consultant to the Company. As compensation for his services during the Transition Period, Mr. Sandbrook will receive an annual fee of $450,000 in cash, which will be paid in substantially equal monthly installments (the “Annual Fee”).

If Mr. Sandbrook terminates his consulting services or is terminated by the Company for Cause (as defined in the Executive Transition Agreement), he will receive no compensation beyond the date of such termination. If Mr. Sandbrook is terminated by the Company without Cause, he will be eligible to receive (i) a lump-sum amount equal to the remaining portion of the



Annual Fee that would have otherwise been paid to Mr. Sandbrook from the date of termination through April 2, 2023, and (ii) the continuation of his health and welfare benefits under the Executive Transition Agreement through October 3, 2022. All payments and benefits related to a termination without Cause are contingent upon Mr. Sandbrook executing an updated general release of claims within forty-five (45) days after such termination.

Additionally, in the event of a Change in Control (as defined in the Executive Transition Agreement) during the Transition Period, Mr. Sandbrook shall be entitled to (i) a lump-sum amount equal to the remaining portion of the Annual Fee that would have otherwise been paid to Mr. Sandbrook from the date of the Change of Control through April 2, 2023, and (ii) the continuation of his health and welfare benefits under the Executive Transition Agreement through October 3, 2022.

Pursuant to the Executive Transition Agreement, Mr. Sandbrook agreed to waive any and all claims he may have against the Company and not to compete with the Company during the term of the agreement. The Executive Transition Agreement also contains customary non-solicitation and non-interference provisions that apply for the duration of the agreement and an indefinite non-disparagement provision.

The foregoing description is qualified in its entirety by reference to the Amendment attached hereto as Exhibit 10.1, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits    
    
Exhibit No.Exhibit
10.1
16.1
99.1
104Cover 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.

                            
 U.S. CONCRETE, INC.
   
Date:March 26, 2021By:/s/ Gibson T. Dawson
  Gibson T. Dawson
  Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer)
            

exhibit101amendmenttoexe
Page 1 of 3 AMENDMENT TO EXECUTIVE TRANSITION AGREEMENT U.S. Concrete, Inc. and William J. Sandbrook THIS AMENDMENT TO EXECUTIVE TRANSITION AGREEMENT (“Amendment”) is made and entered into on March 26, 2021, by and between U.S. Concrete, Inc. (the “Company”) and William J. Sandbrook (“Executive”). WHEREAS, on April 3, 2020, Executive stepped down from his position as Chief Executive Officer and Chairman of the Board, and agreed to serve in a consulting role to the new Chief Executive Officer under the terms and conditions set forth in an Executive Transition Agreement dated February 12, 2020 (the “Transition Agreement”); and WHEREAS, the Transition Agreement specifically identified Executive’s duties and responsibilities, post-employment obligations, and compensation as an independent contractor as the Company’s Executive Advisor; and WHEREAS, under the Transition Agreement, the Executive’s term as the Company’s Executive Advisor is scheduled to continue through April 2, 2021, with the possibility of a one-year extension to continue up through and including April 2, 2022; and WHEREAS, Executive and the Company desire to extend Executive’s term as Executive Advisor for an additional two-year period of time, up through and including April 2, 2023. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Executive and the Company agree as follows: 1. Definitions. Except as otherwise expressly provided in this Amendment to the contrary, any capitalized words shall have the meaning ascribed to them in the Transition Agreement. 2. Transition Period. Section 1.b of the Transition Agreement is deleted in its entirety and replaced with the following: “Subject to Executive’s employment with the Company until the Transition Date, the Company shall retain Executive under this Agreement as an Executive Advisor for the period commencing on the Transition Date and continuing until the third anniversary of the Transition Date (the “Transition Period”), unless terminated earlier in accordance with Section 4 hereof.” 3. Termination by Company without Cause. Section 5.d of the Transition Agreement is deleted in its entirety and replaced with the following: “If Executive’s consulting services are terminated by the Company without Cause pursuant to Section 4.b, the Company shall pay or provide to Executive: (i) The Accrued Benefits; Exhibit 10.1


 
Page 2 of 3 (ii) A lump-sum amount equal to the remaining portion of the Annual Fee, as provided in Section 3.a, which would have otherwise been paid to Executive from the date of termination through the remainder of the Transition Period; (iii) Continuation of Executive’s health and welfare benefits (pursuant to the terms and conditions of the applicable plan), to the extent applicable, as provided for in Section 3.c; and (iv) The parties acknowledge and agree that the payments and benefits to Executive described in this Section 5.d shall be contingent upon Executive’s signing and executing a general release of claims within forty-five (45) days following termination of this Agreement. The Company shall commence payment of such benefits within 15- business days from the date the release becomes irrevocable. Any cash payments made pursuant to this Section 5.d shall be paid to Executive in a lump sum.” 4. Change in Control. Section 6 of the Transition Agreement is deleted in its entirety and replaced with the following: “In the event of a Change in Control (whether by purchase, merger, consolidation, share exchange, or otherwise) of substantially all of the business, properties, and/or assets of the Company during the Transition Period, this Agreement shall terminate and Executive shall receive all of the following Change in Control benefits: (a) A lump-sum amount equal to the remaining portion of the Annual Fee, as provided in Section 3.a, which would have otherwise been paid to Executive from the date of the Change of Control through the remainder of the Transition Period; and (b) Continuation of Executive’s Company-provided health and welfare benefits (pursuant to the terms and conditions of the applicable plan), to the extent applicable, as provided for in Section 3.c.” 5. No Reelection to Board. Executive has chosen not to stand for reelection to the Company’s board of directors at the May 2021 Annual Shareholders’ Meeting. Accordingly, Executive will receive no further compensation or benefits as a director of the Company’s board beyond his current term. Executive acknowledges and agrees there are no disagreements between Executive and the Company or management of matters relating to the Company’s operations, policies, or practices. 6. Effect. Except as specifically amended or substituted by this Amendment, all of the terms and conditions set forth in the Transition Agreement, which shall be incorporated by reference into this Amendment, shall remain in full force and effect through the Transition Period, and specifically (i) the waiver and release of claims outlined in Sections 7 and 8 of the Transition Agreement, and (ii) the post- employment obligations outlined in Section 10 of the Transition Agreement. To the extent that any term or provision of this Amendment conflicts with any term or provision of the Transition Agreement, this Amendment shall control. 7. Counterparts. This Amendment may be executed in one or more counterparts with the same effect as if the parties executing several counterparts had executed one counterpart and all such executed counterparts shall together constitute one and the same instrument. [Signature Page Follows] Exhibit 10.1


 
Page 3 of 3 IN WITNESS WHEREOF, the parties have executed, or caused their duly authorized representatives to execute, this Amendment to be effective as of the first date set forth above. U.S. CONCRETE, INC. By: /s/ Mark B. Peabody Mark B. Peabody Title: Vice President – Human Resources Date: 03/26/2021 WILLIAM J. SANDBROOK: /s/ William J. Sandbrook William J. Sandbrook Date: 03/26/2021 Exhibit 10.1


 
exhibit161successoraudit
March 26, 2021 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated March 26, 2021, of U.S. Concrete, Inc. and are in agreement with the statements contained in the second sentence of the first paragraph, and the second, third, and fourth paragraphs therein. We have no basis to agree or disagree with other statements of the registrant contained therein. /s/ Ernst & Young LLP Exhibit 16.1


 
exhibit991usconcrete_san
For Immediate Release U.S. CONCRETE ANNOUNCES CHANGE TO ITS BOARD OF DIRECTORS EULESS, Texas, March 26, 2021 – U.S. Concrete, Inc. (NASDAQ: USCR) (the “Company” or “U.S. Concrete”), a leading supplier of aggregates and ready-mixed concrete in active construction markets across the country, announced today that William J. Sandbrook, member of the Company’s Board of Directors, has decided not to stand for reelection at the Company’s 2021 annual meeting of stockholders. Mr. Sandbrook stated, “It has been my distinct pleasure and honor to have served as past Chairman and CEO of U.S. Concrete. Having created significant shareholder value through a successful turnaround and growth strategy over the past 10 years and successfully transitioning the leadership of the Company, it is time to turn my focus to other endeavors that are presenting themselves. I am extremely proud to say that the U.S. Concrete of today is a vastly changed company from the one I joined in 2011. The dedicated employees are the best in the industry, and I want to thank them for their past and continued efforts.” Ronnie Pruitt, U.S. Concrete President and CEO said, “Bill was instrumental in putting U.S. Concrete on a path for success and adding long-term value. Over the past year, Bill and I worked closely on the transition and I am thankful for his mentorship. I know I speak for all of our employees in wishing him the very best in his future endeavors.” Michael Lundin, U.S. Concrete Chairman of the Board of Directors commented, “We are grateful to Bill for his years of service to the Company as our prior Chairman and CEO, as well as Director. Bill has been a committed and visionary leader and we appreciate all of his contributions.” About U.S. Concrete U.S. Concrete, Inc. (NASDAQ: USCR) is a leading supplier of aggregates and concrete for infrastructure, residential and commercial projects across the country. The Company holds leading market positions in the high-growth metropolitan markets of Dallas/Fort Worth, San Francisco, New York City, Philadelphia, and Washington, D.C., and its materials have been used in some of the most complex and highly specialized construction projects of the last decade. U.S. Concrete has continued to grow organically Exhibit 99.1


 
and through a series of strategic acquisitions of independent producers in its target markets. For more information on U.S. Concrete, visit www.us-concrete.com. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Certain statements and information provided in this press release are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements include, without limitation, statements concerning plans, objectives, goals, projections, outlook, strategies, future events or performance, and underlying assumptions and other statements, which are not statements of historical facts. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "intend," "should," "expect," "plan," "target," "anticipate," "believe," "estimate," "outlook," "predict," "potential" or "continue," the negative of such terms or other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections of our future financial performance, our anticipated growth strategies and anticipated trends in our business. These statements are predictions based on our current expectations and projections about future events which we believe are reasonable. Actual events or results may differ materially. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We believe that these risks and uncertainties 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, financing or deductions, 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; the effects of currency fluctuations on our results of operations and financial condition; 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, results of litigation and other claims and insurance coverage issues. These risks and uncertainties also include the effects of COVID-19; the length and severity of the COVID-19 pandemic; the pace of recovery following the COVID-19 pandemic; our ability to implement cost containment strategies; and the adverse effects of COVID-19 on our business, the economy and the markets we serve. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. All written and oral forward-looking statements made in connection with this press release that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by the "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. We are under no duty to update any of the forward-looking statements after the date of this press release to conform such statements to actual results or to changes in our expectations, except as required by federal securities laws. There can be no assurance that other factors will not affect the accuracy of these forward-looking statements or that our actual results will not differ materially from the results anticipated in such forward-looking statements. Unpredictable or unknown factors we have not discussed in this press release also could have material effects on actual results or matters that are the subject of our forward-looking statements. We undertake no obligation to, and do not intend to, update our description of important factors each time a potential important factor arises. Source: USCR-G Exhibit 99.1


 
Company Contact Information: U.S. Concrete, Inc. Investor Relations 844-828-4774 IR@us-concrete.com Media Contact: Media@us-concrete.com Exhibit 99.1