UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q
 
ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Quarterly Period Ended June 30, 2015
 
o  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________.

Commission File Number: 001-34530
U.S. CONCRETE, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
76-0586680
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification Number)

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)
 
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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ No ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨ Accelerated filer þ     Non-accelerated filer ¨    Smaller reporting company ¨
  (Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ
 
Indicate by check mark whether the registrant has filed all documents required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by the court. Yes þ No ¨

There were 14,582,073 shares of common stock, par value $.001 per share, of the registrant outstanding as of August 4, 2015 .



U.S. CONCRETE, INC.

INDEX

 
 
Page
No.
Part I – Financial Information
 
Item 1.
Financial Statements (Unaudited)
 
 
 
 
 
 
  29
Item 2.
Item 3.
Item 4.
 
 
Part II – Other Information
 
Item 1.
Item 1A.
Item 2.
Item 4.
Item 6.
 
 
 







2

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements

U.S. CONCRETE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)

June 30, 2015

December 31, 2014

(Unaudited)


ASSETS
 

 
Current assets:
 

 
Cash and cash equivalents
$
15,026


$
30,202

Trade accounts receivable, net of allowances of $5,360 and $3,726 as of June 30, 2015 and December 31, 2014, respectively
163,662


114,902

Inventories
36,037


31,722

Deferred income taxes
4,172


1,887

Prepaid expenses
5,297


3,965

Other receivables
4,421


6,519

Assets held for sale
—


3,779

Other current assets
1,742


301

Total current assets
230,357


193,277

Property, plant and equipment, net of accumulated depreciation, depletion, and amortization of $87,200 and $72,962 as of June 30, 2015 and December 31, 2014, respectively
206,548


176,524

Goodwill
111,925


50,757

Intangible assets, net
42,672


31,720

Other assets
8,241


8,250

Total assets
$
599,743


$
460,528

LIABILITIES AND EQUITY
 


 

Current liabilities:
 


 

Accounts payable
$
83,055


$
48,705

Accrued liabilities
56,853


50,391

Current maturities of long-term debt
7,976


5,104

Derivative liabilities
44,737

 
25,246

Liabilities held for sale
—


902

Total current liabilities
192,621


130,348

Long-term debt, net of current maturities
272,558


215,333

Other long-term obligations and deferred credits
9,028


6,940

Deferred income taxes
9,149


6,427

Total liabilities
483,356


359,048

Commitments and contingencies (Note 15)





Equity:
 


 

Preferred stock
—


—

Common stock
15


15

Additional paid-in capital
174,558


156,745

Accumulated deficit
(43,524
)

(42,743
)
Treasury stock, at cost
(14,662
)

(12,537
)
Total stockholders’ equity
116,387


101,480

Total liabilities and equity
$
599,743


$
460,528

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

3

U.S. CONCRETE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per share amounts)
 
 
Three Months Ended June 30,

Six Months Ended June 30,
 
2015

2014

2015

2014
Revenue
$
244,695


$
180,358


$
416,033


$
326,615

Cost of goods sold before depreciation, depletion and amortization
192,296


145,324


332,082


269,849

Selling, general and administrative expenses
22,234


14,388


40,298


28,031

Depreciation, depletion and amortization
10,567


5,484


18,846


10,382

Gain on revaluation of contingent consideration
(664
)
 
—

 
(664
)
 
—

Loss (gain) on sale of assets
25


46


(38
)

(303
)
Income from operations
20,237


15,116


25,509


18,656

Interest expense, net
(5,367
)

(5,055
)

(10,520
)

(10,065
)
Derivative loss
(8,048
)

(1,748
)

(19,547
)

(2,371
)
Other income, net
692


537


1,291


1,026

Income (loss) from continuing operations before income taxes
7,514


8,850


(3,267
)

7,246

Income tax (benefit) expense
(2,709
)

730


(2,783
)

752

Income (loss) from continuing operations
10,223


8,120


(484
)

6,494

(Loss) income from discontinued operations, net of taxes
(520
)

(259
)

(297
)

214

Net income (loss)
$
9,703


$
7,861


$
(781
)

$
6,708













Basic income (loss) per share:
 


 


 


 

Income (loss) from continuing operations
$
0.73


$
0.60


$
(0.04
)

$
0.48

(Loss) income from discontinued operations, net of taxes
(0.04
)

(0.02
)

(0.02
)

0.01

Net income (loss) per share – basic
$
0.69


$
0.58


$
(0.06
)

$
0.49













Diluted income (loss) per share:











Income (loss) from continuing operations
$
0.67


$
0.59


$
(0.04
)

$
0.47

(Loss) income from discontinued operations, net of taxes
(0.03
)

(0.02
)

(0.02
)

0.01

Net income (loss) per share – diluted
$
0.64


$
0.57


$
(0.06
)

$
0.48













Weighted average shares outstanding:
 


 


 


 

Basic
14,049


13,557


13,806


13,562

Diluted
15,218


13,872


13,806


13,874





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


4

U.S. CONCRETE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited)
(in thousands)
 
 
Common Stock
 
 
 
 
 
 
 
 
 
# of Shares
 
Par Value
 
Additional
Paid-In
Capital
 
Accumulated
Deficit
 
Treasury
Stock
 
Total
Equity
BALANCE, December 31, 2013
14,036

 
$
14

 
$
152,695

 
$
(63,325
)
 
$
(5,657
)
 
$
83,727

Stock-based compensation expense
—

 
—

 
1,550

 
—

 
—

 
1,550

Restricted stock vesting
15

 
—

 
—

 
—

 
—

 
—

Restricted stock grants
142

 
1

 
—

 
—

 
—

 
1

Stock options exercised
23

 
—

 
335

 
—

 
—

 
335

Warrants exercised
1

 
—

 
11

 
—

 
—

 
11

Share repurchase program
(200
)
 
—

 
—

 
—

 
(4,824
)
 
(4,824
)
Other treasury shares purchases
(32
)
 
—

 
—

 
—

 
(735
)
 
(735
)
Net income
—

 
—

 
—

 
6,708

 
—

 
6,708

BALANCE, June 30, 2014
13,985

 
$
15

 
$
154,591

 
$
(56,617
)
 
$
(11,216
)
 
$
86,773

 
 
 
 
 
 
 
 
 
 
 
 
BALANCE, December 31, 2014
13,978

 
$
15

 
$
156,745

 
$
(42,743
)
 
$
(12,537
)
 
$
101,480

Stock-based compensation expense
—

 
—

 
2,546

 
—

 
—

 
2,546

Restricted stock vesting
10

 
—

 
—

 
—

 
—

 
—

Restricted stock grants
208

 
—

 
—

 
—

 
—

 
—

Stock options exercised
1

 
—

 
11

 
—

 
—

 
11

Warrants exercised
5

 
—

 
168

 
—

 
—

 
168

Other treasury share purchases
(62
)
 
—

 
—

 
—

 
(2,125
)
 
(2,125
)
Common stock issuance
442

 
—

 
15,088

 
—

 
—

 
15,088

Net loss
—

 
—

 
—

 
(781
)
 
—

 
(781
)
BALANCE, June 30, 2015
14,582

 
$
15

 
$
174,558

 
$
(43,524
)
 
$
(14,662
)
 
$
116,387





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



5

U.S. CONCRETE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
 
 
Six Months Ended June 30,
 
2015

2014
CASH FLOWS FROM OPERATING ACTIVITIES:
 

 
Net (loss) income
$
(781
)

$
6,708

Adjustments to reconcile net loss to net cash provided by operating activities:
 


 

Depreciation, depletion and amortization
18,846


10,382

Debt issuance cost amortization
874


819

Amortization of discount on long-term incentive plan and other accrued interest
175


202

Net loss on derivative
19,547


2,371

Net gain on revaluation of contingent consideration
(664
)
 
—

Net loss (gain) on sale of assets
54


(943
)
Deferred income taxes
(3,598
)

674

Provision for doubtful accounts and customer disputes
2,761


179

Stock-based compensation
2,546


1,550

Changes in assets and liabilities, excluding effects of acquisitions:
 


 

Accounts receivable
(28,479
)

(21,075
)
Inventories
(1,799
)

(844
)
Prepaid expenses and other current assets
591


(690
)
Other assets and liabilities
23


(297
)
Accounts payable and accrued liabilities
25,300


7,268

Net cash provided by operating activities
35,396


6,304

CASH FLOWS FROM INVESTING ACTIVITIES:
 


 

Purchases of property, plant and equipment
(7,424
)

(19,894
)
Payments for acquisitions, net of cash acquired
(86,214
)

(4,363
)
Proceeds from disposals of property, plant and equipment
540


2,487

Proceeds from disposal of business units
250

 
—

Net cash used in investing activities
(92,848
)

(21,770
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 


 

Proceeds from revolver borrowings
107,004


159

Repayments of revolver borrowings
(57,004
)

(159
)
Proceeds from exercise of stock options and warrants
123


346

Payments of other long-term obligations
(2,250
)

(2,250
)
Payments for other financing
(3,472
)

(2,169
)
Debt issuance costs
—


(696
)
Payments for share repurchases
—

 
(4,824
)
Other treasury share purchases
(2,125
)

(735
)
Net cash provided by (used in) financing activities
42,276


(10,328
)
NET DECREASE IN CASH AND CASH EQUIVALENTS
(15,176
)

(25,794
)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
30,202


112,667

CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
15,026

 
$
86,873

 
 
 
 
Supplemental Disclosure of Cash Flow Information:
 

 
 

Cash paid for interest
$
9,390

 
$
9,473

Cash paid for income taxes
$
782

 
$
285

 
 
 
 
Supplemental Disclosure of Non-cash Investing and Financing Activities:
 
 
 
Capital expenditures funded by capital leases and promissory notes
$
11,990

 
$
552

Acquisitions funded by stock issuance
$
15,088

 
$
—

Disposition funded by promissory note
$
1,269

 
$
—


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

6

U.S. CONCRETE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.
BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements include the accounts of U.S. Concrete, Inc. and its subsidiaries (collectively, "we," "us," "our," "U.S. Concrete," or the "Company") and have been prepared by us pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") for reporting interim financial information. Some information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP") have been condensed or omitted pursuant to the SEC’s rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes in our Annual Report on Form 10-K for the year ended December 31, 2014 (the " 2014 Form 10-K").  In the opinion of our management, all adjustments necessary to state fairly the information in our unaudited condensed consolidated financial statements and to make such financial statements not misleading have been included. All adjustments are of a normal or recurring nature.  Operating results for the three and six months ended June 30, 2015 are not necessarily indicative of our results expected for the year ending December 31, 2015 , or for any future period.

The preparation of financial statements and accompanying notes in conformity with U.S. GAAP requires management to make estimates and assumptions in determining the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.  Actual results could differ from those estimates. Estimates and assumptions that we consider critical and that involve complex judgments in the preparation of our financial statements include those related to our goodwill, accruals for self-insurance, income taxes, the valuation of long-lived assets, and the valuation of derivative instruments.

2.
RECENT ACCOUNTING PRONOUNCEMENTS AND SIGNIFICANT ACCOUNTING POLICIES
    
In April 2015, the Financial Accounting Standards Board (the "FASB") issued an amendment related to debt issuance costs. The amendment requires that all costs incurred to issue debt be presented in the balance sheet as a direct reduction from the carrying value of the debt, similar to the presentation of debt discounts. Entities should apply the new guidance on a retrospective basis, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. The amendment is effective for annual periods beginning after December 15, 2015 and interim periods within those annual periods, with early adoption permitted. We do not expect the adoption of this amendment in fiscal year 2016 to have a material impact on our consolidated financial statements and results of operations.

In May 2014, the FASB issued an amendment related to revenue recognition. The new guidance sets forth a new five step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed under U.S. GAAP. The underlying principle of the new amendment is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it ultimately expects to receive in exchange for the goods or services. The amendment also requires more detailed disclosures and provides additional guidance for transactions that were not addressed completely in the prior accounting guidance. In July 2015, the FASB agreed to delay the effective date of the new guidance by one year. In accordance with the agreed upon delay, the amendment is effective for annual periods beginning after December 15, 2017 and interim periods within those periods. Early adoption will be permitted for annual periods beginning after December 15, 2016 and interim periods within those periods. We are currently evaluating the impact that this standard will have on our consolidated financial statements and results of operations.

In April 2014, the FASB issued an amendment on reporting discontinued operations and disclosures of disposals of components of an entity. Specifically, the amendment revises the definition of a discontinued operation, expands disclosure requirements for transactions that meet the definition of a discontinued operation and requires entities to disclose additional information about individually significant components that are disposed of or held for sale and do not qualify as discontinued operations. Additionally, entities will be required to reclassify assets and liabilities of a discontinued operation for all comparative periods presented in the statement of financial position and to separately present certain information related to the operating and investing cash flows of the discontinued operation, for all comparative periods, in the statement of cash flows. The amendment is effective for annual and interim periods beginning after December 15, 2014 and is to be adopted on a prospective basis for all disposals (except disposals classified as held for sale prior to the adoption date) or components initially classified as held for sale in periods beginning on or after the adoption date. We adopted this guidance effective January 1, 2015, and there was no material impact on our consolidated financial statements or results of operations.


7
U.S. CONCRETE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


For a description of our significant accounting policies, see Note 1 of the consolidated financial statements in our 2014 Form 10-K.
 
3.
ACQUISITIONS AND DISPOSITIONS

2015 Acquisitions

On February 23, 2015 , we acquired the equity of Right Away Redy Mix, Inc. ("Right Away"), in Oakland, California. The purchase price was $18.0 million in cash, plus closing adjustments of $0.9 million , plus potential future earn-out payments of up to $6.0 million based on the achievement of certain defined annual volume thresholds over a six -year period (the "Right Away Earn-out"). We funded the purchase with cash on hand. The acquisition included four ready-mixed concrete facilities, 49 mixer trucks and a fleet of transfer trucks used to transport cement and aggregates. The acquisition expanded our business in our existing northern California market. The fair value of the assets acquired and liabilities assumed in the Right Away acquisition is preliminary and remains subject to adjustments, including, but not limited to, adjustments related to working capital and determination of the fair value of the Right Away Earn-out and identifiable intangible assets.

On April 1, 2015, we acquired the equity of Ferrara Bros. Building Materials Corp. ("Ferrara Bros."), in New York, New York. We acquired the equity of Ferrara Bros. for $45.0 million in cash, approximately 442,000 shares of our common stock, calculated in accordance with the terms of the share purchase agreement ("SPA"), and valued at approximately $15.1 million on the date of issuance, plus potential incentive awards in the form of equity of up to $35.0 million based on the achievement of certain EBITDA thresholds, as defined in the SPA, over a four -year period beginning in 2017 ("Ferrara Bros. Contingent Consideration"). We funded the purchase through a combination of cash on hand and borrowings under our $175.0 million asset-based revolving credit facility (the "Revolving Facility"). Ferrara Bros. operates six ready-mixed concrete plants at its four facilities in New York and New Jersey and a fleet of 89 mixer trucks. The acquisition expanded our presence in the New York metropolitan market and allows us to more effectively serve construction projects in Manhattan. The fair value of the assets acquired and liabilities assumed in the Ferrara Bros. acquisition is preliminary and remains subject to adjustments, including, but not limited to, adjustments related to working capital, the fair value of the Ferrara Bros. Contingent Consideration, identifiable intangible assets, and property, plant and equipment.

On May 21, 2015 , we acquired the equity of Colonial Concrete Co. ("Colonial"), in Newark, New Jersey. The purchase price was $15.0 million in cash, plus closing adjustments of $0.2 million . We funded the purchase through a combination of cash on hand and borrowings under our Revolving Facility. The acquisition included four ready-mixed concrete plants at three locations and a fleet of approximately 40 mixer trucks. The acquisition expanded our business in the New York metropolitan and northern New Jersey markets. The fair value of the assets acquired and liabilities assumed in the Colonial acquisition is preliminary and remains subject to adjustments, including, but not limited to, adjustments related to working capital, identifiable intangible assets, certain accrued liabilities, and property, plant and equipment.
 
On May 29, 2015 , we acquired the assets of DuBrook Concrete, Inc., ("DuBrook"), in Chantilly, Virginia, located in the greater Washington, D.C. metropolitan area. The purchase price was $11.5 million in cash, plus potential future earn-out payments based on volumes sold over a four -year period (the "DuBrook Earn-out"). The DuBrook Earn-out payments are not capped; however, we do not expect total payments to be in excess of $1.0 million . We funded the purchase through a combination of cash on hand and borrowings under our Revolving Facility. The acquisition included three ready-mixed concrete plants and a fleet of 42 mixer trucks. The purchase of these assets expanded our existing business in the Washington, D.C. metropolitan area. The fair value of the assets acquired and liabilities assumed in the DuBrook acquisition is preliminary and remains subject to adjustments, including, but not limited to, adjustments related to working capital, the fair value of the DuBrook Earn-out, identifiable intangible assets, and property, plant and equipment.




8
U.S. CONCRETE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


The following table presents the consideration transferred for Right Away, Ferrara Bros., Colonial and DuBrook and the allocation of these amounts to the net tangible and intangible assets acquired and liabilities assumed based on the estimated fair values as of the respective acquisition date (in thousands).

 
2015 Acquisitions
 
Right Away (1)
 
Ferrara Bros. (2)(3)
 
Colonial (2)
 
DuBrook (2)
Cash
$
928

 
$
67

 
$
888

 
$
—

Accounts receivable
1,832

 
14,157

 
4,490

 
1,228

Inventory
348

 
1,386

 
378

 
349

Other current assets
196

 
608

 
279

 
—

Property, plant and equipment
9,696

 
12,092

 
—

 
—

Definite-lived intangible assets
7,036

 
—

 
—

 
—

Total assets acquired
$
20,036

 
$
28,310

 
$
6,035

 
$
1,577

Current liabilities
3,181

 
7,004

 
3,277

 
910

Long-term deferred income tax
3,315

 
—

 
—

 
—

Other long-term liabilities
3,421

 
—

 
—

 
59

Total liabilities assumed
$
9,917

 
$
7,004

 
$
3,277

 
$
969

Goodwill
8,743

 
38,782

 
12,438

 
10,842

Consideration transferred
$
18,862

 
$
60,088

 
$
15,196

 
$
11,450


(1)
The purchase price allocation for the Right Away acquisition is subject to change pending a working capital true-up and determination of the fair value of the Right Away Earn-Out and identifiable intangible assets. The fair value of the Right Away acquired receivables is $1.8 million , with a gross contractual amount of $2.2 million . We do not expect to collect $0.4 million of the Right Away acquired receivables.
(2)
The purchase price allocations for the Ferrara Bros., Colonial, and DuBrook acquisitions are preliminary and remain subject to adjustments, including, but not limited to, adjustments related to working capital, the fair value of the Ferrara Bros. Contingent Consideration and the DuBrook Earn-out, identifiable intangible assets, certain accrued liabilities, and property, plant and equipment. The fair values of the DuBrook and Colonial acquired receivables approximate the gross contractual amounts as of the respective acquisition dates. The fair value of the Ferrara Bros. acquired receivables is $14.2 million , pending further analysis, with a gross contractual amount of $14.3 million . We do not expect to collect $0.1 million of the Ferrara Bros. acquired receivables, pending further review.
(3)
Consideration transferred for Ferrara Bros. includes approximately 442,000 shares of our common stock valued at approximately $15.1 million on the date of issuance.

These allocations require the significant use of estimates and are based on information that was available to management at the time these condensed consolidated financial statements were prepared. We utilized recognized valuation techniques, including the income approach, sales approach, and cost approach, to value the net assets acquired. Any changes to the purchase price allocations will be made as soon as practical, but no later than one year from the acquisition date.

2014 Acquisitions

On October 20, 2014 , we acquired the assets of Custom-Crete ("Custom-Crete"), with operations in Dallas/Fort Worth, Houston, San Antonio, and Austin, Texas from Oldcastle Architectural, Inc., a wholly owned subsidiary of CRH plc ("Oldcastle Architectural") for $37.4 million in cash, less final working capital adjustments of $1.6 million . The fair value of the assets acquired and liabilities assumed in the Custom-Crete acquisition is preliminary and remains subject to potential adjustments, including, but not limited to, adjustments related to an expected subsequent payment to Oldcastle Architectural for land that is pending the division of certain shared properties.

On December 5, 2014 , we acquired the assets of Mobile-Crete of South Texas, LLC and Scofield Construction Services, LLC (collectively, "Mobile-Crete") with operations in San Antonio, Austin, and south Texas for $21.5 million in cash, plus potential earn-out payments of up to $3.0 million in cash (the "Mobile-Crete Earn-out"). The earn-out payments of up to $1.5 million in 2015 and 2016 are tied to the applicable year's average daily closing price of West Texas Intermediate Crude Oil ("WTI") reaching certain predetermined levels. The fair value of the assets acquired and liabilities assumed in the Mobile-Crete acquisition is

9
U.S. CONCRETE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


preliminary and remains subject to adjustments, including, but not limited to, adjustments related to the fair value of property, plant and equipment, identifiable intangible assets, and the Mobile-Crete Earn-out.

The Custom-Crete and Mobile-Crete acquisitions included 16 volumetric ready-mixed concrete facilities and 109 volumetric ready-mixed concrete trucks. The addition of these operations expanded our presence into all of the major metropolitan markets in Texas and provided us with the capability to deliver ready-mixed concrete to our customers via on-site batching and mixing to customer specifications.

On October 20, 2014 , we acquired the equity of New York Sand and Stone, LLC ("NYSS") for $15.2 million in cash, less final working capital adjustments of $0.8 million . The NYSS acquisition included leases to operate two aggregate distribution terminals in New York. These terminals allow us to deliver raw materials more efficiently to our New Jersey / New York market. The fair value of the assets acquired and liabilities assumed in the NYSS acquisition are final.

During the year ended December 31, 2014, we also completed six other acquisitions comprised of seven ready-mixed concrete plants and related assets in our New York and west Texas markets. The aggregate consideration paid consisted of $15.5 million in cash and $1.1 million in promissory notes. The acquisition of these assets expanded our business in our existing markets. The fair values of the assets acquired and liabilities assumed in these six ready-mixed concrete acquisitions are final.

We have made changes to the preliminary purchase price allocations for the 2014 acquisitions during the first six months of 2015 primarily related to (i) fair value estimates of assets acquired and liabilities assumed for Mobile-Crete and Custom-Crete, (ii) working capital adjustments for Custom-Crete, Mobile-Crete, and NYSS, (iii) valuation of the Mobile-Crete Earn-out and Mobile-Crete identifiable intangible assets, and (iv) changes in the valuation of identifiable intangible assets for three of the six acquisitions included in "All Other" in the table below. The following table presents the allocation of the consideration paid for the 2014 acquisitions to the net tangible and intangible assets acquired and liabilities assumed based on the estimated fair values as of the respective acquisition dates (in thousands).
 
2014 Acquisitions
 
Custom-Crete (1)
 
NYSS
 
Mobile-Crete (2)
 
All Other (3)
Accounts receivable (4)
$
3,669

 
$
5,898

 
$
2,578

 
$
—

Inventory
522

 
1,161

 
336

 
295

Other current assets
—

 
134

 
—

 
102

Property, plant and equipment
11,802

 
1,442

 
4,156

 
7,400

Definite-lived intangible assets
9,600

 
5,042

 
8,630

 
4,722

Total assets acquired
$
25,593

 
$
13,677

 
$
15,700

 
$
12,519

Current liabilities
2,598

 
2,539

 
2,221

 
—

Long-term liabilities
473

 
—

 
863

 
—

Total liabilities assumed
$
3,071

 
$
2,539

 
$
3,084

 
$
—

Goodwill
13,277

 
3,260

 
8,885

 
4,050

Consideration paid
$
35,799

 
$
14,398

 
$
21,501

 
$
16,569


(1)
The purchase price allocation for the Custom-Crete acquisition is subject to change pending payment for the division of certain shared properties.
(2)
The fair value of the assets acquired and the liabilities assumed in the Mobile-Crete acquisition is preliminary and remains subject to adjustments, including, but not limited to, adjustments related to the fair value of the Mobile-Crete Earn-out, identifiable intangible assets, and property, plant and equipment.
(3)
Consideration paid for acquisitions included in the caption "All Other" above includes $1.1 million of notes payable to previous owners.
(4)
The fair value of the acquired receivables approximates the gross contractual amounts as of the respective acquisition dates.

These allocations require the significant use of estimates and are based on information that was available to management at the time these consolidated financial statements were prepared. We utilized recognized valuation techniques, including the income approach, sales approach, and cost approach, to value the net assets acquired. Any changes to the purchase price allocations will be made as soon as practical, but no later than one year from the respective acquisition dates.


10
U.S. CONCRETE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Acquired Intangible Assets and Goodwill

Acquired intangible assets in 2014 and 2015 consisted of customer relationships, trade names, non-compete agreements, leasehold interests, and a favorable contract. The amortization period of these intangible assets ranges from two years to 11.67 years. These intangible assets exclude identifiable intangible assets from the Ferrara Bros., Colonial and DuBrook acquisitions as management has not yet completed valuations of them. The major classes of intangible assets acquired in the 2014 and 2015 acquisitions were as follows (in thousands):

 
Weighted Average Amortization Period (In Years)
 
Fair Value At Acquisition Date
Customer relationships
7.08
 
$
15,699

Trade names
8.49
 
3,672

Non-compete agreements
4.90
 
8,627

Leasehold interests
9.79
 
3,382

Favorable contract
3.50
 
3,650

Total
 
 
$
35,030


We recorded $2.0 million and $2.6 million of amortization expense related to these intangible assets during the three and six months ended June 30, 2015, respectively. As of June 30, 2015 , the estimated future aggregate amortization expense of intangible assets from the 2014 and 2015 acquisitions was as follows (in thousands):

 
Year Ending December 31,
2015 (remainder of the year)
$
2,850

2016
5,751

2017
5,555

2018
5,158

2019
3,999

Thereafter
8,505

Total
$
31,818


The goodwill ascribed to each of these acquisitions is related to the synergies we expect to achieve with expansion in the markets in which we already operate as well as entry into new metropolitan areas of our existing geographic markets. We expect the goodwill to be deductible for tax purposes, with the exception of the Right Away acquisition. The goodwill relates to our ready-mixed concrete reportable segment, with the exception of the NYSS acquisition, which relates to our other non-reportable segments. See Note 12 for additional information regarding income taxes.

Actual and Pro Forma Impact of Acquisitions

During the three months ended June 30, 2015 , we recorded approximately $60.9 million of revenue and $4.2 million of income from operations in our condensed consolidated statements of operations related to the 2014 and 2015 acquisitions following their respective acquisition dates. During the three months ended June 30, 2014 , we recorded approximately $0.9 million of revenue and $0.1 million of income from operations in our condensed consolidated statement of operations related to the 2014 acquisitions following their respective acquisition dates.

During the six months ended June 30, 2015 , we recorded approximately $82.7 million of revenue and approximately $4.3 million of income from operations in our condensed consolidated statements of operations related to the 2014 and 2015 acquisitions following their respective acquisition dates. During the six months ended June 30, 2014 , we recorded approximately $1.1 million of revenue and $0.1 million of income from operations in our condensed consolidated statement of operations related to the 2014 acquisitions following their respective acquisition dates.

The unaudited pro forma information presented below reflects the combined financial results for all of the acquisitions completed during 2014 and the first and second quarters of 2015, excluding three of the six acquisitions that are included in the

11
U.S. CONCRETE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


caption "All Other" in the table captioned "2014 Acquisitions" above, as historical financial results for these operations were impractical to obtain from the former owners. We estimate that revenue and income from operations for these three acquisitions in total would have been approximately $1.3 million and less than $0.1 million , respectively, for the three months ended June 30, 2014 . We estimate that revenue and income from operations for these three acquisitions in total would have been approximately $2.2 million and $0.1 million , respectively, for the six months ended June 30, 2014 . All other acquisitions have been included and represent our estimate of the results of operations for the three and six months ended June 30, 2015 and 2014 as if the 2014 acquisitions had been completed on January 1, 2013 and the 2015 acquisitions had been completed on January 1, 2014 (in thousands, except per share information):

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Revenue from continuing operations
$
252,047

 
$
234,150

 
$
445,977

 
$
423,248

Net income (loss)
$
7,946

 
$
7,900

 
$
(3,683
)
 
$
4,849

Income (loss) per share, basic
$
0.57

 
$
0.58

 
$
(0.27
)
 
$
0.36

Income (loss) per share, diluted
$
0.52

 
$
0.57

 
$
(0.27
)
 
$
0.35


The above pro forma results are unaudited and were prepared based on the historical GAAP results of the Company and the historical results of the nine acquired companies for which financial information was available, based on data provided by the former owners. These results are not necessarily indicative of what the Company's actual results would have been had the 2014 acquisitions occurred on January 1, 2013 and had the 2015 acquisitions occurred on January 1, 2014.

The unaudited pro forma net income (loss) and net income (loss) per share amounts above reflect the following adjustments:

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
(Decrease) increase in intangible amortization expense
$
(500
)
 
$
1,375

 
$
275

 
$
2,751

Decrease in depreciation expense
—

 
(105
)
 
(231
)
 
(288
)
Exclusion of buyer transaction costs
(735
)
 
(62
)
 
(1,426
)
 
(62
)
Exclusion of seller transaction costs
—

 
—

 
(46
)
 
—

Exclusion of pension expense for pension plan not acquired
—

 
364

 
212

 
364

Exclusion of segment results for segment not acquired
—

 
(123
)
 
(99
)
 
(52
)
Increase in interest expense
—

 
243

 
243

 
485

Increase (decrease) in income tax expense
2,900

 
(405
)
 
2,483

 
(569
)
Net adjustments
$
1,665

 
$
1,287

 
$
1,411

 
$
2,629


As the purchase price allocations for Ferrara Bros., Colonial, and DuBrook are still preliminary and fair value for the related intangible assets has not been determined, no amortization of these intangible assets was included in the pro forma results. The unaudited pro forma results do not reflect any operational efficiencies or potential cost savings that may occur as a result of consolidation of the operations.

Sale of Pennsylvania Precast Operations

On June 2, 2015, we sold the fixed assets and inventory and assigned all open contracts associated with our one remaining precast concrete operation in Pennsylvania, to Architectural Precast Innovations, Inc. ("API") for net proceeds of $0.3 million in cash and a $1.2 million promissory note, net of a $0.1 million discount. Note repayments are due quarterly for a term of two years with an effective interest rate of 3.19% . This sale represented the final divestiture of the Company's owned assets related to precast concrete operations, which were previously classified as held for sale.

One of our wholly owned subsidiaries has indemnified API for product liability claims in excess of $0.1 million that may arise or be incurred in the future by API related to pre-closing periods for customer contracts assigned to API. In accordance with the asset purchase agreement, our obligation for these product liability claims will end on June 1, 2017. The results of operations for this business have been included in discontinued operations for the periods presented.

12
U.S. CONCRETE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



4.
DISCONTINUED OPERATIONS

As disclosed in Note 3 above, in June 2015, we completed the sale of substantially all of our assets associated with our one remaining precast concrete operation in Pennsylvania. We sold the operation's fixed assets and inventory for net proceeds of $0.3 million in cash and a promissory note of $1.2 million , net of a $0.1 million discount, and recorded a pre-tax loss on the transaction of $0.1 million . The loss is included in discontinued operations in the accompanying condensed consolidated statements of operations for the three and six months ended June 30, 2015 . We have presented the results of operations for this business for all periods as discontinued operations in the accompanying condensed consolidated statements of operations.

Additionally, in March 2014, we completed the sale of our remaining owned assets related to our California precast operations disposed of in 2012. We sold land and a building for net proceeds of $1.5 million in cash and recorded a pre-tax gain on the transaction of $0.6 million . The pre-tax gain is included in discontinued operations in the accompanying condensed consolidated statements of operations for the six months ended June 30, 2014 .

The results of these discontinued operations were as follows (in thousands):
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Revenue
$
2,229

 
$
1,532

 
$
5,523

 
$
4,883

Operating expenses excluding depreciation, depletion and amortization
2,659

 
1,845

 
5,729

 
5,102

Loss from discontinued operations
(430
)
 
(313
)
 
(206
)
 
(219
)
Loss (gain) on sale of assets
92

 
(20
)
 
92

 
(640
)
(Loss) income from discontinued operations, before income taxes
(522
)
 
(293
)
 
(298
)
 
421

Income tax (benefit) expense
(2
)
 
(34
)
 
(1
)
 
207

(Loss) income from discontinued operations, net of taxes
$
(520
)
 
$
(259
)
 
$
(297
)
 
$
214


Cash flows provided by operating activities included operating cash flows used in discontinued operations of $1.1 million during the six months ended June 30, 2015. Cash flows used in investing activities included investing cash flows provided by discontinued operations of $0.2 million during the six months ended June 30, 2015. During the six months ended June 30, 2014, cash flows provided by operating activities included operating cash flows used in discontinued operations of $1.5 million . During the six months ended June 30, 2014, cash flows used in investing activities included investing cash flows provided by discontinued operations of $1.5 million .

5.
INVENTORIES
 
Inventories consisted of the following (in thousands):

 
June 30, 2015
 
December 31, 2014
Raw materials
$
33,282

 
$
29,263

Building materials for resale
1,783

 
1,479

Other
972

 
980

Total inventories
$
36,037

 
$
31,722



13
U.S. CONCRETE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


6.       GOODWILL AND INTANGIBLE ASSETS, NET

Goodwill

The changes in goodwill by reportable segment from January 1, 2015 to June 30, 2015 were as follows (in thousands):

 
 
June 30, 2015
 
 
Ready-Mixed Concrete Segment
 
Other Non-Reportable Segments
 
Total
Balance at January 1, 2015
 
$
47,757

 
$
3,000

 
$
50,757

2015 acquisitions (See Note 3)
 
70,805

 
—

 
70,805

All other purchase price allocation adjustments (See Note 3)
 
(9,897
)
 
260

 
(9,637
)
Balance at June 30, 2015
 
$
108,665

 
$
3,260

 
$
111,925


Intangible Assets

Our purchased intangible assets were as follows (in thousands):

 
 
June 30, 2015
 
 
Gross
 
Accumulated Amortization
 
Net
 
Weighted Average Remaining Life (In Years)
Customer relationships
 
$
29,199

 
$
(4,881
)
 
$
24,318

 
7.38
Non-compete agreements
 
8,627

 
(1,098
)
 
7,529

 
4.29
Trade names
 
4,972

 
(587
)
 
4,385

 
8.62
Leasehold interests
 
3,382

 
(244
)
 
3,138

 
9.17
Favorable contract
 
3,650

 
(348
)
 
3,302

 
3.17
Total purchased intangible assets
 
$
49,830

 
$
(7,158
)
 
$
42,672

 
6.77

 
 
December 31, 2014
 
 
Gross
 
Accumulated Amortization
 
Net
 
Weighted Average Remaining Life (In Years)
Customer relationships
 
$
23,540

 
$
(3,214
)
 
$
20,326

 
8.06
Non-compete agreements
 
4,421

 
(218
)
 
4,203

 
4.58
Trade names
 
4,200

 
(330
)
 
3,870

 
9.31
Leasehold interests
 
3,382

 
(61
)
 
3,321

 
9.63
Total purchased intangible assets
 
$
35,543

 
$
(3,823
)
 
$
31,720

 
7.91

We recorded $2.3 million and $3.3 million of amortization expense on our purchased intangible assets for the three and six months ended June 30, 2015 , respectively, which is included in the accompanying condensed consolidated statements of operations. We recorded $0.4 million and $0.7 million of amortization expense on our purchased intangible assets for the three and six months ended June 30, 2014 , respectively, which is included in the accompanying condensed consolidated statements of operations.


14
U.S. CONCRETE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


As of June 30, 2015 , the estimated remaining amortization of our finite-lived intangible assets was as follows (in thousands):

 
Year Ending December 31,
2015 (remainder of the year)
$
3,590

2016
7,231

2017
7,035

2018
6,638

2019
5,480

Thereafter
12,698

Total
$
42,672


7.
ACCRUED LIABILITIES

Our accrued liabilities were as follows (in thousands):

 
June 30, 2015
 
December 31, 2014
Accrued materials
$
16,705

 
$
14,319

Accrued insurance reserves
11,623

 
10,512

Accrued compensation and benefits
11,413

 
11,251

Accrued property, sales and other taxes
5,572

 
5,235

Contingent consideration, current portion
3,105

 
2,250

Deferred rent
1,969

 
2,126

Accrued interest
1,569

 
1,487

Other
4,897

 
3,211

Total accrued liabilities
$
56,853

 
$
50,391


8.
DEBT
 
A summary of our debt and capital leases is as follows (in thousands):

 
June 30, 2015
 
December 31, 2014
Senior secured notes due 2018
$
200,000

 
$
200,000

Senior secured credit facility expiring 2018
50,000

 
—

Convertible notes due 2015
117

 
117

Capital leases
12,633

 
7,395

Other financing
17,784

 
12,925

Total debt
280,534

 
220,437

Less: current maturities
7,976

 
5,104

Long-term debt, net of current maturities
$
272,558

 
$
215,333


Senior Secured Notes due 2018

On November 22, 2013, we completed an offering of $200.0 million aggregate principal amount of 8.5% senior secured notes due 2018 (the "2018 Notes"). We used a portion of the net proceeds from the 2018 Notes to repay all of our outstanding borrowings under the Revolving Facility (as defined below) and to redeem all $61.1 million of our outstanding 9.5% senior secured notes due 2015 that were issued in 2013 (the "2013 Notes").


15
U.S. CONCRETE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


The 2018 Notes are governed by an indenture (the “Indenture”) dated as of November 22, 2013, by and among us and U.S. Bank National Association, as trustee and noteholder collateral agent (the “Notes Collateral Agent”). We are obligated to pay interest on the 2018 Notes on June 1 and December 1 of each year, which commenced on June 1, 2014. The 2018 Notes mature on December 1, 2018, and are redeemable at our option prior to maturity at prices specified in the Indenture. The Indenture contains negative covenants that restrict the ability of us and our restricted subsidiaries to engage in certain transactions, as described below, and also contains customary events of default.

The Indenture contains certain covenants that restrict or limit our ability to, among other things:

•
incur additional indebtedness or issue disqualified stock or preferred stock;
•
pay dividends or make other distributions or repurchase or redeem our stock or subordinated indebtedness or make investments;
•
prepay, redeem or repurchase certain debt;
•
sell assets or issue capital stock of our restricted subsidiaries;
•
incur liens;
•
enter into agreements restricting our restricted subsidiaries’ ability to pay dividends, make loans to other U.S. Concrete entities or restrict the ability to provide liens;
•
enter into transactions with affiliates;
•
consolidate, merge or sell all or substantially all of our assets;
•
engage in certain sale/leaseback transactions; and
•
designate our subsidiaries as unrestricted subsidiaries.
As defined in the Indenture, we are entitled to incur indebtedness if, on the date of such incurrence and given effect thereto on a pro forma basis, the consolidated coverage ratio exceeds 2.0 to 1.0.

Our obligations under the 2018 Notes are jointly and severally and fully and unconditionally guaranteed on a senior secured basis by each of our existing and future domestic subsidiaries that guarantee the indebtedness under the Revolving Facility. Each guarantee is subject to release in the following customary circumstances:

•
a disposition of all or substantially all of the assets of the guarantor subsidiary, by way of merger, consolidation or otherwise; provided the proceeds of the disposition are applied in accordance with the Indenture;

•
a disposition of the capital stock of the guarantor subsidiary to a third person, if the disposition complies with the Indenture and as a result the guarantor subsidiary ceases to be a restricted subsidiary;

•
the designation by us of the guarantor subsidiary as an unrestricted subsidiary or the guarantor subsidiary otherwise ceases to be a restricted subsidiary, in each case in accordance with the Indenture; or

•
legal or covenant defeasance of the 2018 Notes and discharge of our obligations under the Indenture.

The 2018 Notes are issued by U.S. Concrete, Inc., the parent company, and are guaranteed on a full and unconditional basis by each of its direct and indirect wholly owned subsidiaries. There are no non-guarantor subsidiaries. U.S. Concrete, Inc. does not have any independent assets or operations. There are no significant restrictions on the ability of the Company or any guarantor to obtain funds from its subsidiaries by dividend or loan.

The 2018 Notes and the guarantees thereof rank equally in right of payment with all of our existing and future senior indebtedness. The 2018 Notes and the guarantees thereof are secured by first-priority liens on certain of the property and assets directly owned by us, including material owned real property, fixtures, intellectual property, capital stock of subsidiaries and certain equipment, subject to permitted liens and certain exceptions, and by a second-priority lien on the assets securing the Revolving Facility on a first-priority basis, including inventory (including as-extracted collateral), accounts, certain specified mixer trucks, chattel paper,

16
U.S. CONCRETE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


general intangibles (other than collateral securing the 2018 Notes on a first-priority basis), instruments, documents, cash, deposit accounts, securities accounts, commodities accounts, letter of credit rights and all supporting obligations and related books and records and all proceeds and products of the foregoing, subject to permitted liens and certain exceptions. The 2018 Notes and the guarantees thereof are effectively subordinated to all indebtedness and other obligations, including trade payables, of each of our future subsidiaries that are not guarantors.

Senior Secured Credit Facility expiring 2018

On October 29, 2013, we entered into a First Amended and Restated Loan and Security Agreement, as subsequently amended, (the "2013 Loan Agreement") with certain financial institutions named therein, as lenders (the "Lenders"), and Bank of America, N.A., as agent and sole lead arranger (the "Administrative Agent"), which amended and restated our existing credit agreement and provides us with the Revolving Facility. Under the terms of the 2013 Loan Agreement, the maximum credit availability under our Revolving Facility is $175.0 million , subject to a borrowing base calculation as described below. The 2013 Loan Agreement expires on October 2, 2018. As of June 30, 2015 , we had $50.0 million in outstanding borrowings and $11.3 million of undrawn standby letters of credit under the 2013 Loan Agreement. The weighted average interest rate for the 2013 Loan Agreement was 1.94% as of June 30, 2015 .

Our maximum credit availability under the 2013 Loan Agreement varies from time to time and is determined by calculating a borrowing base, which is based on the value of our eligible accounts receivable, inventory and vehicles, which serve as priority collateral on the facility, minus reserves imposed by the Lenders and other adjustments, all as specified in the 2013 Loan Agreement and discussed further below.  Our unused availability under the 2013 Loan Agreement at June 30, 2015 increased to $110.2 million from $109.8 million at December 31, 2014 . The 2013 Loan Agreement also contains a provision for discretionary over-advances and involuntary protective advances by the Lenders of up to $12.5 million in excess of borrowing base levels.  The 2013 Loan Agreement provides for swingline loans, up to a $10.0 million sublimit, and letters of credit, up to a $30.0 million sublimit.  

Advances under the Revolving Facility are in the form of either base rate loans or "LIBOR Loans" denominated in U.S. dollars.  The interest rate for base rate loans denominated in U.S. dollars fluctuates and is equal to the greater of (a) Bank of America’s prime rate; (b) the Federal funds rate, plus 0.50% ; or (c) the rate per annum for a 30 -day interest period equal to the British Bankers Association LIBOR Rate, as published by Reuters at approximately 11:00 a.m. (London time) two business days prior ("LIBOR"), plus 1.0% ; in each case plus the Applicable Margin, as defined in the 2013 Loan Agreement.  The interest rate for LIBOR Loans denominated in U.S. dollars is equal to the rate per annum for the applicable interest period equal to LIBOR, plus the Applicable Margin, as defined in the 2013 Loan Agreement. Issued and outstanding letters of credit are subject to a fee equal to the Applicable Margin, as defined in the 2013 Loan Agreement, a fronting fee equal to 0.125% per annum on the stated amount of such letters of credit, and customary charges associated with the issuance and administration of letters of credit.  Among other fees, we pay 0.25% or 0.375% per annum (due monthly) on the aggregate unused revolving commitments under the Revolving Facility. The Applicable Margin ranges from 0.25% to 0.75% for base rate loans and from 1.5% to 2.0% for LIBOR Loans, and is determined based on Average Availability for the most recent fiscal quarter, as defined in the 2013 Loan Agreement.

Up to $30.0 million of the Revolving Facility is available for the issuance of letters of credit, and any such issuance of letters of credit will reduce the amount available for loans under the Revolving Facility.  Advances under the Revolving Facility are limited by a borrowing base which is equal to the lessor of the Revolving Facility minus the LC Reserve, the Senior Notes Availability Reserve, and the Tax Reserve, all defined in the 2013 Loan Agreement, or the sum of (a) 90% of the face amount of eligible accounts receivable (reduced to 85% under certain circumstances), plus (b) the lesser of (i) 55% of the value  of eligible inventory or (ii) 85% of the product of (x) the net orderly liquidation value of inventory divided by the value of the inventory and (y) multiplied by the value of eligible inventory, and (c) the lesser of (i) $40.0 million or (ii) the sum of (A) 85% of the net orderly liquidation value (as determined by the most recent appraisal) of eligible trucks, plus (B) 80% of the cost of newly acquired eligible trucks since the date of the latest appraisal of eligible trucks, minus (C) 85% of the net orderly liquidation value of eligible trucks that have been sold since the latest appraisal date and 85% of the depreciation amount applicable to eligible trucks since the date of the latest appraisal of eligible trucks, minus (D) such reserves as the Administrative Agent may establish from time to time in its permitted discretion.  The Administrative Agent may, in its permitted discretion, reduce the advance rates set forth above, adjust reserves or reduce one or more of the other elements used in computing the borrowing base.

The 2013 Loan Agreement contains usual and customary negative covenants for transactions of this type, including, but not limited to, restrictions on our ability to consolidate or merge; substantially change the nature of our business; sell, lease or otherwise transfer any of our assets; create or incur indebtedness; create liens; pay dividends; repurchase stock; and make investments or acquisitions.  The negative covenants are subject to certain exceptions as specified in the 2013 Loan Agreement.  The 2013 Loan Agreement also requires that we, upon the occurrence of certain events, maintain a fixed charge coverage ratio of at least 1.0 to 1.0 for each period of 12 calendar months, as determined in accordance with the 2013 Loan Agreement.  For the trailing 12-month

17
U.S. CONCRETE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


period ended June 30, 2015 , our fixed charge coverage ratio was 2.83 to 1.0. As of June 30, 2015 , the Company was in compliance with all covenants under the 2013 Loan Agreement.

The 2013 Loan Agreement also includes customary events of default, including, among other things, payment default, covenant default, breach of representation or warranty, bankruptcy, cross-default, material ERISA events, a change of control of the Company, material money judgments and failure to maintain subsidiary guarantees.

The 2013 Loan Agreement is secured by a first-priority lien on certain assets of the Company and the guarantors, including inventory (including as extracted collateral), accounts, certain specified mixer trucks, general intangibles (other than collateral securing the 2018 Notes, on a first-priority basis, as described above), instruments, documents, chattel paper, cash, deposit accounts, securities accounts, commodities accounts, letter of credit rights and all supporting obligations and related books and records and all proceeds and products of the foregoing, subject to permitted liens and certain exceptions.  The 2013 Loan Agreement is also secured by a second-priority lien on the collateral securing the 2018 Notes on a first-priority basis.

Convertible Notes due 2015

On August 31, 2010, we issued $55.0 million aggregate principal amount of 9.5% Convertible Notes due on August 31, 2015 (the "Convertible Notes"). During 2013, we exchanged $48.5 million of Convertible Notes for $61.1 million aggregate principal amount of 2013 Notes and $6.4 million of Convertible Notes for 0.6 million shares of common stock. The remaining Convertible Notes no longer include a conversion feature or accrue interest. As of June 30, 2015 , $0.1 million of aggregate principal amount of Convertible Notes remain outstanding.

Capital Leases and Other Financing

From 2013 through the second quarter of 2015 , we signed a series of promissory notes with Daimler Truck Financial for the purchase of mixer trucks totaling $19.5 million aggregate principal, with fixed annual interest rates ranging from 2.50% to 3.18% , payable monthly for a term of five years.

From 2013 through the second quarter of 2015 , we entered into leasing agreements with various lenders for the purchase of mixer trucks and other machinery and equipment for a total commitment of $14.8 million , with fixed annual interest rates ranging from 2.60% to 4.80% , payable monthly for terms ranging from four to five years. The lease terms include one dollar buyout options at the end of the lease terms. Accordingly, these financings have been classified as capital leases.

The current portion of capital leases included in current maturities of long-term debt was $2.9 million as of June 30, 2015 and $1.6 million as of December 31, 2014 .

As of June 30, 2015 , we had five promissory notes outstanding that were issued primarily in connection with acquisitions completed between October 2010 and August 2014 in an aggregate principal amount of $4.0 million . These promissory notes are payable either monthly or annually over two to nine years, with annual effective interest rates ranging from 3.49% to 5.00% . In January 2015, we entered into an 11 month financing agreement for an aggregate principal amount of $1.5 million for certain of our third-party insurance policies, which is payable monthly with a fixed annual interest rate of 4.09% .

The weighted average interest rate of our capital leases and other financings was 3.22% and 3.49% as of June 30, 2015 and December 31, 2014 , respectively. We made cash principal payments associated with our capital leases and other financings totaling $1.8 million and $1.2 million during the three months ended June 30, 2015 and 2014 , respectively, and $3.5 million and $2.2 million during the six months ended June 30, 2015 and 2014 , respectively.

9.
WARRANTS

On August 31, 2010, we issued warrants to acquire common stock (the “Warrants”) in two tranches: Class A Warrants to purchase an aggregate of approximately 1.5 million shares of common stock and Class B Warrants to purchase an aggregate of approximately 1.5 million shares of common stock.  The Warrants were issued to holders of our predecessor common stock pro rata based on a holder’s stock ownership. The fair value of these Warrants have been included in derivative liabilities on the accompanying condensed consolidated balance sheets (see Note 10) and are recorded at their fair value (see Note 11). The Warrants are classified as a current liability on the accompanying condensed consolidated balance sheets as they can be exercised by the holders at any time.


18
U.S. CONCRETE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


10.
DERIVATIVES

We are exposed to certain risks relating to our ongoing business operations.  However, derivative instruments are not used to hedge these risks.  In accordance with ASC 815 - Derivatives and Hedging ("ASC 815") , we are required to account for derivative instruments as a result of the issuance of the Warrants on August 31, 2010.  None of our derivative instruments manage business risk or are executed for speculative purposes.

Our derivative instruments are summarized as follows (in thousands):

 
 
 
 
Fair Value 
Derivative Instruments Not Designated As
Hedging Instruments Under ASC 815
 
Balance Sheet Location
 
June 30, 2015
 
December 31, 2014
Warrants
 
Derivative liabilities
 
$
44,737

 
$
25,246


The following tables present the effect of derivative instruments on our condensed consolidated statements of operations for the three and six months ended June 30, 2015 and 2014 , respectively, excluding income tax effects (in thousands):




 
Three Months Ended
Derivative Instruments Not Designated As
Hedging Instruments Under ASC 815


Location Of Income/(Loss) Recognized
 
June 30, 2015

June 30, 2014
Warrants

Derivative loss
 
$
(8,048
)

$
(1,748
)

 
 
 
 
Six Months Ended
Derivative Instruments Not Designated As
Hedging Instruments Under ASC 815
 
Location Of Income/(Loss) Recognized
 
June 30, 2015
 
June 30, 2014
Warrants
 
Derivative loss
 
$
(19,547
)
 
$
(2,371
)


Warrant volume positions represent the number of shares of common stock underlying the instruments.  The table below presents our volume positions (in thousands) as of June 30, 2015 and December 31, 2014 :

 
 
Number Of Shares
Derivative Instruments Not Designated As
Hedging Instruments Under ASC 815

 
June 30, 2015
 
December 31, 2014
Warrants
 
2,994

 
2,999


We do not have any derivative instruments with credit features requiring the posting of collateral in the event of a credit downgrade or similar credit event.

11.
FAIR VALUE DISCLOSURES

Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. Accounting guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of us. Unobservable inputs are inputs that reflect our assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value:

Level 1—Quoted prices in active markets for identical assets or liabilities.


19
U.S. CONCRETE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. We review the fair value hierarchy classification on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification of levels for certain assets and liabilities within the fair value hierarchy.

The following tables present our fair value hierarchy for liabilities measured at fair value on a recurring basis (in thousands):

 
June 30, 2015
 
Total
 
Level 1
 
Level 2
 
Level 3
Derivative – Warrants (1)
$
44,737

 
$
—

 
$
44,737

 
$
—

Contingent consideration, including current portion (2) (3) (4) (5) (6)
8,482

 
—

 
—

 
8,482

 
$
53,219

 
$
—

 
$
44,737

 
$
8,482


 
December 31, 2014
 
Total
 
Level 1
 
Level 2
 
Level 3
Derivative – Warrants (1)
$
25,246

 
$
—

 
$
—

 
$
25,246

Contingent consideration (2) (3) (4)
5,344

 
—

 
—

 
5,344

 
$
30,590

 
$
—

 
$
—

 
$
30,590

 
(1)
Represents the fair value of the Warrants (see Note 9 and Note 10).
(2)
The current portion of contingent consideration is included in accrued expenses in our condensed consolidated balance sheets. The long-term portion of contingent consideration is included in other long-term obligations and deferred credits in our condensed consolidated balance sheets.
(3)
Includes the fair value of the Bode Earn-out, as defined below. The fair value was determined based on expected payouts that will be due to the former owners based on the achievement of certain incremental sales volume milestones, using a contractual discount rate of 7.0% . These payments were capped at a fair value of $3.5 million and $5.3 million as of June 30, 2015 and December 31, 2014 .
(4)
Includes the fair value of the Mobile-Crete Earn-out (see Note 3). The fair value was determined based on expected payouts that will be due to the former owners based on probability-weighted assumptions related to average annual WTI prices reaching certain predetermined levels from December 8, 2014 through December 7, 2016. The fair value of the Mobile-Crete Earn-out was $1.1 million as of June 30, 2015 .
(5)
Includes the fair value of the Right Away Earn-out (see Note 3). The fair value was determined based on expected payouts that will be due to the former owners based on probability-weighted assumptions related to the achievement of sales volume milestones, using a discount rate of 9.25% . The fair value of the Right Away Earn-out was $3.9 million as of June 30, 2015 .
(6)
The fair value of the Ferrara Bros. Contingent Consideration and the DuBrook Earn-out (see Note 3) are excluded above and are pending valuation, which will be completed as soon as practical, but no later than one year from the respective acquisition dates.

The liability for the Warrants was valued utilizing a Black-Scholes-Merton model. Inputs into the model were based upon observable market data where possible.  The key inputs in determining our derivative liabilities include our stock price, stock price volatility, and risk free interest rates. As of June 30, 2015, observable market data exists for all the key inputs in determining the fair value of our Warrants.

Contingent Consideration

In accordance with the terms of the 2012 acquisition of Bode Gravel Co. and Bode Concrete LLC, we are required to make earn-out payments (the "Bode Earn-out"), which are contingent upon reaching negotiated volume hurdles and had an aggregate

20
U.S. CONCRETE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


present value of up to $7.0 million as of October 30, 2012, the acquisition date. The Bode Earn-out is payable in cash over a six year period. To date, we have made two Bode Earn-out payments of $2.3 million each in the first six months of 2014 and 2015.

During the second quarter of 2015, we recorded a liability of $5.7 million representing the fair value of contingent consideration related to the Right Away and Mobile-Crete acquisitions. We recorded a net gain on revaluation of contingent consideration of $0.7 million for the three and six months ended June 30, 2015 , as a result of the passage of time and a decline in the estimate of future WTI prices.

The liabilities for the Mobile-Crete Earn-out and the Right Away Earn-out were valued using Monte Carlo simulations which incorporated probability-weighted assumptions related to the achievement of specific milestones mentioned above. Inputs into the model were based upon observable market data where possible. Where observable market data did not exist, we modeled inputs based upon similar observable inputs. The key inputs in determining the fair value of this contingent consideration included discount rates ranging from 3.50% to 9.25% , a forcasted average of WTI prices from January 1, 2015 through December 31, 2016 from quoted sources, and management's estimates of future sales volumes.

A reconciliation of the changes in Level 3 fair value measurements from December 31, 2014 to June 30, 2015 is provided below (in thousands):

 
Warrants
 
Contingent Consideration
Balance at December 31, 2014
$
25,246

 
$
5,344

Acquisitions
—

 
5,666

Total losses (gains) included in earnings (1)
19,551

 
(664
)
Payment on Bode Earn-out
—

 
(1,864
)
Write-off of derivative on exercised Warrants (2)
(4
)
 
—

Issuances of equity, net of cash proceeds (3)
(56
)
 
—

Transfer out (4)
(44,737
)
 
—

Balance at June 30, 2015
$
—

 
$
8,482


(1)
Represents the loss on revaluation of Warrants, which is included in derivative loss in our condensed consolidated statements of operations and the net gain on revaluation of contingent consideration, which is included in gain on revaluation of contingent consideration in our condensed consolidated statements of operations.
(2)
Represents the pro rata portion of the derivative liability associated with exercised Warrants measured at the date of share issuance, which is included in derivative loss in our condensed consolidated statements of operations.
(3)
Represents the pro rata portion of the derivative liability associated with exercised Warrants measured at the date of share issuance, which is included in additional paid-in capital in our condensed consolidated balance sheets.
(4)
Transfer out of Level 3 financial liabilities was due to changes in the observability of market inputs used in the valuation of our Warrants. The transfer was measured as of June 30, 2015, the end of the period in which the transfer occurred.

Our other financial instruments consist of cash and cash equivalents, trade receivables, trade payables and long-term debt.  We consider the carrying values of cash and cash equivalents, trade receivables and trade payables to be representative of their respective fair values because of their short-term maturities or expected settlement dates.  The fair value of our 2018 Notes, estimated based on broker/dealer quoted market prices, was $211.0 million as of June 30, 2015 . The carrying value of outstanding amounts under our 2013 Loan Agreement approximates fair value due to the floating interest rate. The fair value of our remaining Convertible Notes was approximately $0.1 million at June 30, 2015 and December 31, 2014 .


21
U.S. CONCRETE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


12.
INCOME TAXES

In accordance with U.S. GAAP, the recognized value of deferred tax assets must be reduced to the amount that is more likely than not to be realized in future periods.  The ultimate realization of the benefit of deferred tax assets from deductible temporary differences or tax carryovers depends on the generation of sufficient taxable income during the periods in which those temporary differences become deductible.  We considered the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.  Based on these considerations, we relied upon the reversal of certain deferred tax liabilities to realize a portion of our deferred tax assets and established valuation allowances as of June 30, 2015 and December 31, 2014 for other deferred tax assets because of uncertainty regarding their ultimate realization.  Our total net deferred tax liability was approximately $5.0 million as of June 30, 2015 and $4.5 million as of December 31, 2014 . We made income tax payments of approximately $0.5 million and $0.8 million during the three and six months ended June 30, 2015 . We made income tax payments of approximately $0.3 million during the three and six months ended June 30, 2014 .

Despite income in 2014 and projected future taxable income, as of June 30, 2015 , we remain in a three year cumulative loss position and will, therefore, continue to record a valuation allowance on all of our U.S. deferred tax assets. The cumulative loss position is considered a significant source of negative evidence and limits our ability to consider other subjective evidence such as our projections for future growth when assessing the need for a deferred tax valuation allowance. Our cumulative loss position will continue to change as a result of historical and current earnings performance. This change, among other factors, may cause us to reduce our valuation allowance on deferred tax assets in the future. Any adjustment to our valuation allowance would impact our income tax expense in the period that our evaluation changes. For the quarter ended June 30, 2015 , we recognized additional deferred tax assets as a result of the Right Away acquisition, which allowed us to release approximately $2.8 million in valuation allowance through our tax provision as a tax benefit.

In accordance with U.S. GAAP, intra-period tax allocation provisions require allocation of a tax expense to continuing operations due to current (loss) income from discontinued operations. We recorded a tax benefit of $2.7 million and $2.8 million in income (loss) from continuing operations for the three and six months ended June 30, 2015 , respectively, and tax expense of $0.7 million and $0.8 million in income from continuing operations for the three and six months ended June 30, 2014 , respectively. We recorded a tax benefit of less than $0.1 million allocated to discontinued operations for both the three and six months ended June 30, 2015 . We recorded a tax benefit of less than $0.1 million and tax expense of $0.2 million allocated to discontinued operations for the three and six months ended June 30, 2014 , respectively. The intra-period tax allocation between the results from continuing operations and discontinued operations in the three and six months ended June 30, 2015 and 2014 nets to $0 .
 
We underwent a change in ownership for purposes of Section 382 of the Internal Revenue Code of 1986, as amended, as a result of the consummation of our plan of reorganization on August 31, 2010.  As a result, the amount of our pre-change net operating losses (“NOLs”) and other tax attributes that are available to offset future taxable income are subject to an annual limitation.  The annual limitation is based on the value of the corporation as of the effective date of the plan of reorganization.  The ownership change and the resulting annual limitation on the use of NOLs are not expected to result in the expiration of our NOL carryforwards if we are able to generate sufficient future taxable income within the carryforward periods.  However, the limitation on the amount of NOLs available to offset taxable income in a specific year may result in the payment of income taxes before all NOLs have been utilized.  Additionally, a subsequent ownership change may result in further limitations on our ability to utilize existing NOLs and other tax attributes.

13.
STOCKHOLDERS' EQUITY
 
Common Stock and Preferred Stock
 
The following table presents information regarding our common stock (in thousands):

 
June 30, 2015
 
December 31, 2014
Shares authorized
100,000

 
100,000

Shares outstanding at end of period
14,582

 
13,978

Shares held in treasury
759

 
697


Under our amended and restated certificate of incorporation, we are authorized to issue 100.0 million shares of common stock, par value $0.001 per share, and 10.0 million shares of preferred stock, par value $0.001 per share. The preferred stock may be issued from time to time in one or more series upon authorization by the Board. The Board, without further approval of the

22
U.S. CONCRETE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


stockholders, is authorized to fix the dividend rights and terms, conversion rights, voting rights, redemption rights and terms, liquidation preferences, and any other rights, preferences and restrictions applicable to each series of the preferred stock.  The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, adversely affect the voting power of the holders of the common stock and, under certain circumstances, make it more difficult for a third party to gain control of us, discourage bids for our common stock at a premium or otherwise affect the market price of our common stock. There was no preferred stock issued or outstanding as of June 30, 2015 or December 31, 2014 .

Common Stock Issuance

During the second quarter of 2015, we issued approximately 442,000 shares of common stock with a total value of $15.1 million as part of the consideration for the Ferrara Bros. acquisition (see Note 3).

Share Repurchase Program

In May 2014, our Board authorized a program to repurchase up to $50.0 million of our outstanding common stock (the "Share Repurchase Program") until the earlier of March 31, 2017, or a determination by the Board to discontinue the Share Repurchase Program. We made no repurchases of our common stock during the three and six months ended June 30, 2015 under the Share Repurchase Program.

Related Party Share Repurchase

During the second quarter of 2014, as part of the Share Repurchase Program, we paid $4.8 million in cash to Whippoorwill Associates, Inc. ("Whippoorwill") pursuant to a privately negotiated agreement to repurchase 200,000 shares of our common stock. We repurchased the shares for $24.12 per share, which was the closing price of our common stock on the NASDAQ stock market on the trading day prior to the repurchase. As of May 19, 2014, and prior to the transaction, Whippoorwill owned approximately 3.0 million shares, or approximately 21% , of our outstanding common stock and, as such, was a related party.

Treasury Stock

Employees may elect to satisfy their tax obligations on the vesting of their restricted stock by having the required tax payments withheld based on a number of vested shares having an aggregate value on the date of vesting equal to the tax obligation.  As a result of such employee elections, we withheld approximately 50,000 shares with a total value of $1.7 million during the three months ended June 30, 2015 and approximately 62,000 shares with a total value of $2.1 million during the six months ended June 30, 2015 . We withheld approximately 31,000 shares with a total value of $0.7 million during the three months ended June 30, 2014 and approximately 32,000 shares with a total value of $0.7 million during the six months ended June 30, 2014 . We accounted for the withholding of these shares as treasury stock.

14.
NET EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding during the period after giving effect to all potentially dilutive securities outstanding during the period.


23
U.S. CONCRETE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


The following is a reconciliation of the components of the basic and diluted earnings per share calculations for the three and six months ended June 30, 2015 and 2014, in thousands:

 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Numerator:
 
 
 
 
 
 
 
Income (loss) from continuing operations
$
10,223

 
$
8,120

 
$
(484
)
 
$
6,494

(Loss) income from discontinued operations, net of taxes
(520
)
 
(259
)
 
(297
)
 
214

Numerator for diluted earnings per share
$
9,703

 
$
7,861

 
$
(781
)
 
$
6,708

 
 
 
 
 
 
 
 
Denominator:
 
 
 
 
 
 
 
Basic weighted average common shares outstanding
14,049

 
13,557

 
13,806

 
13,562

Restricted stock and restricted stock units
144

 
207

 
—

 
231

Warrants
1,010

 
97

 
—

 
69

Stock options
15

 
11

 
—

 
12

Denominator for diluted earnings per share
15,218

 
13,872

 
13,806

 
13,874


For the three and six months ended June 30, 2015 and 2014 , our potentially dilutive shares include the shares underlying our restricted stock, restricted stock units, stock options, and Warrants. The following table shows the type and number (in thousands) of potentially dilutive shares excluded from the diluted earnings (loss) per share calculations for the periods presented as their effect would have been anti-dilutive or they have not met their performance target:
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Potentially dilutive shares:
 
 
 
 
 
 
 
Unvested restricted stock and restricted stock units
84

 
60

 
458

 
60

Stock options
—

 
10

 
46

 
12

Warrants
—

 
1,500

 
2,994

 
1,500

Total potentially dilutive shares
84

 
1,570

 
3,498

 
1,572


15.
COMMITMENTS AND CONTINGENCIES
 
Legal Proceedings
 
From time to time, and currently, we are 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 our operations.  As a result of these types of claims and litigation, we must periodically evaluate the probability of damages being assessed against us and the range of possible outcomes.  In each reporting period, if we determine that the likelihood of damages being assessed against us is probable and, if we believe we can estimate a range of possible outcomes, then we will record a liability. The amount of the liability will be based upon a specific estimate, if we believe a specific estimate to be likely, or it will reflect the low end of our range. Currently, there are no material legal proceedings pending against us.
 
In the future, we may receive funding deficiency demands from multi-employer pension plans to which we contribute.  We are unable to estimate the amount of any potential future funding deficiency demands because the actions of each of the contributing employers in the plans has an effect on each of the other contributing employers, the development of a rehabilitation plan by the trustees and subsequent submittal to and approval by the Internal Revenue Service is not predictable. Further, the allocation of fund assets and return assumptions by trustees are variable, as are actual investment returns relative to the plan assumptions.


24
U.S. CONCRETE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


As of June 30, 2015 , there are no material product defect claims pending against us.  Accordingly, our existing accruals for claims against us do not reflect any material amounts relating to product defect claims.  While our management is not aware of any product defect claims against us that would have a material adverse effect on our business, financial condition or results of operations, it is possible that claims could be asserted against us in the future.  We do not maintain insurance that would cover all damages resulting from product defect claims.  In particular, we generally do not maintain insurance coverage for the cost of removing and rebuilding structures.  In addition, our indemnification arrangements with contractors or others, when obtained, generally provide only limited protection against product defect claims.  Due to inherent uncertainties associated with estimating claims in our business, we cannot estimate the amount of any future loss that may be attributable to product defect claims related to ready-mixed concrete we have delivered prior to June 30, 2015 .
 
We believe that the resolution of all litigation currently pending or threatened against us or any of our subsidiaries will not materially exceed our existing accruals for those matters.  However, because of the inherent uncertainty of litigation, there is a risk that we may have to increase our accruals for one or more claims or proceedings to which we or any of our subsidiaries is a party as more information becomes available or proceedings progress, and any such increase in accruals could have a material adverse effect on our consolidated financial condition or results of operations.  We expect in the future that we and our operating subsidiaries will from time to time be a party to litigation or administrative proceedings that arise in the normal course of our business.
 
We are subject to federal, state and local environmental laws and regulations concerning, among other matters, air emissions and wastewater discharge. Our management believes 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. Based on experience and the information currently available, our management does not believe that these claims will materially exceed our related accruals.  Despite compliance and experience, it is possible that we could be held liable for future charges, which might be material, but are not currently known to us or cannot be estimated by us.  In addition, changes in federal or state laws, regulations or requirements, or discovery of currently unknown conditions, could require additional expenditures.
 
As permitted under Delaware law, we have agreements that provide indemnification of officers and directors for certain events or occurrences while the officer or director is or was serving at our request in such capacity. The maximum potential amount of future payments that we could be required to make under these indemnification agreements is not limited; however, we have a director and officer insurance policy that potentially limits our exposure and enables us to recover a portion of future amounts that may be paid.  As a result of the insurance policy coverage, we believe the estimated fair value of these indemnification agreements is minimal. Accordingly, we have not recorded any liabilities for these agreements as of June 30, 2015 .

We and our subsidiaries are parties to agreements that require us to provide indemnification in certain instances when we acquire businesses and real estate and in the ordinary course of business with our customers, suppliers, lessors and service providers.

Insurance Programs

We maintain third-party insurance coverage against certain risks in amounts we believe are reasonable.  Under certain components of our insurance program, we share the risk of loss with our insurance underwriters by maintaining high deductibles subject to aggregate annual loss limitations.  Generally, our deductible retentions per occurrence for auto, workers’ compensation and general liability insurance programs are $1.0 million , although certain of our operations are self-insured for workers’ compensation.  We fund these deductibles and record an expense for expected losses under the programs.  We determine the expected losses using a combination of our historical loss experience and subjective assessments of our future loss exposure. The estimated losses are subject to uncertainty from various sources, including changes in claims reporting patterns, claims settlement patterns, judicial decisions, legislation and economic conditions.  Although we believe the estimated losses we have recorded are reasonable, significant differences related to the items we have noted above could materially affect our insurance obligations and future expense. The amount accrued for estimated losses was $10.3 million as of June 30, 2015 , compared to $9.5 million as of December 31, 2014 , which are classified in accrued liabilities in our condensed consolidated balance sheets.

Performance Bonds
 
In the normal course of business, we are contingently liable for performance under $4.2 million in performance bonds that various contractors, states and municipalities have required as of June 30, 2015 . The bonds principally relate to construction contracts, licensing and permitting.  We have indemnified the underwriting insurance company against any exposure under the performance bonds. No material claims have been made against these bonds as of June 30, 2015 .


25
U.S. CONCRETE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


16.
SEGMENT INFORMATION

Our two reportable segments consist of ready-mixed concrete and aggregate products as described below.

Our ready-mixed concrete segment produces and sells ready-mixed concrete. This segment serves the following principal markets: north and west Texas, northern California, New Jersey, New York, Washington, D.C. and Oklahoma. With the acquisition of the volumetric ready-mixed concrete businesses during the fourth quarter of 2014 (see Note 3), we have further expanded our presence in Texas into all of its major metropolitan markets. Our aggregate products segment includes crushed stone, sand and gravel products and serves the north and west Texas, New Jersey, and New York markets in which our ready-mixed concrete segment operates. Other products not associated with a reportable segment include our building materials stores, hauling operations, lime slurry, Aridus ® rapid-drying concrete technology, brokered product sales, a recycled aggregates operation, and an aggregate distribution operation. The financial results of the acquisitions completed in the 2015 first and second quarters and 2014 have been included in their respective reportable segment or in other products as of their respective acquisition dates.

Our customers are generally involved in the construction industry, which is a cyclical business and is subject to general and more localized economic conditions.  In addition, our business is impacted by seasonal variations in weather conditions, which vary by regional market.  Accordingly, demand for our products and services during the winter months are typically lower than in other months of the year because of inclement weather.  Also, sustained periods of inclement weather and other adverse weather conditions could cause the delay of construction projects during other times of the year.

Our chief operating decision maker evaluates segment performance and allocates resources based on Adjusted EBITDA. We define Adjusted EBITDA as net income (loss) from continuing operations excluding interest, income taxes, depreciation, depletion and amortization, derivative gain (loss), gain or loss on revaluation of contingent consideration, and gain or loss on extinguishment of debt. Additionally, we adjust Adjusted EBITDA for items similar to certain of those used in calculating the Company’s compliance with debt covenants. The additional items that are adjusted to determine our Adjusted EBITDA are:

•
non-cash stock compensation expense,
•
acquisition-related professional fees, and
•
corporate officer severance expense.

We consider Adjusted EBITDA to be an indicator of the operational strength and performance of our business. We have included Adjusted EBITDA because it is a key financial measure used by our management to (i) internally measure our operating performance and (ii) assess our ability to service our debt, incur additional debt and meet our capital expenditure requirements.

Adjusted EBITDA should not be construed as an alternative to, or a better indicator of, operating income or loss, is not based on U.S. GAAP, and is not necessarily a measure of our cash flows or ability to fund our cash needs. Our measurements of Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.

We account for inter-segment sales at market prices. Corporate includes executive, administrative, financial, legal, human resources, business development and risk management activities which are not allocated to reportable segments and are excluded from segment Adjusted EBITDA. Eliminations include transactions to account for intercompany activity.


26
U.S. CONCRETE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


The following tables set forth certain financial information relating to our continuing operations by reportable segment (in thousands):


Three Months Ended June 30,

Six Months Ended June 30,
 

2015

2014

2015

2014
Revenue:

 

 




Ready-mixed concrete








Sales to external customers

$
219,019


$
164,175


$
374,063


$
298,101

Aggregate products








Sales to external customers

8,862


7,327


14,093


11,944

Intersegment sales

6,767


5,797


10,446


9,425

Total aggregate products
 
15,629

 
13,124

 
24,539

 
21,369

Total reportable segment revenue

234,648


177,299


398,602


319,470

Other products and eliminations

10,047


3,059


17,431


7,145

Total revenue

$
244,695


$
180,358


$
416,033


$
326,615










Reportable Segment Adjusted EBITDA:

 

 

 

 
Ready-mixed concrete

$
33,650


$
23,269


$
54,220


$
37,001

Aggregate products

3,792


3,266


3,969


3,345

Total reportable segment Adjusted EBITDA

$
37,442


$
26,535


$
58,189


$
40,346










Reconciliation Of Reportable Segment Adjusted EBITDA To Income (Loss) From Continuing Operations Before Income Taxes:










Total reportable segment Adjusted EBITDA

$
37,442


$
26,535


$
58,189


$
40,346

Other products and eliminations income from operations

2,059


783


2,887


1,328

Corporate overhead

(10,115
)

(7,123
)

(18,900
)

(13,442
)
Depreciation, depletion and amortization for reportable segments

(9,214
)

(4,668
)

(16,223
)

(8,775
)
Interest expense, net

(5,367
)

(5,055
)

(10,520
)

(10,065
)
Corporate derivative loss

(8,048
)

(1,748
)

(19,547
)

(2,371
)
Gain on revaluation of contingent consideration
 
664

 
—

 
664

 
—

Corporate and other products and eliminations other income, net

93


126


183


225

Income (loss) from continuing operations before income taxes

$
7,514


$
8,850


$
(3,267
)

$
7,246






 
 
 
 
Capital Expenditures:
 
 
 
 
 
 
 
 
Ready-mixed concrete
 
$
2,187

 
$
6,738

 
$
3,873

 
$
12,957

Aggregate products
 
1,126

 
2,162

 
2,360

 
6,090

Other products and corporate
 
565

 
829

 
1,191

 
847

Total capital expenditures
 
$
3,878

 
$
9,729

 
$
7,424

 
$
19,894

 
 
 
 
 
 
 
 
 
Revenue By Product:
 
 
 
 
 
 
 
 
Ready-mixed concrete
 
$
219,019

 
$
164,175

 
$
374,063

 
$
298,101

Aggregate products
 
8,862

 
7,327

 
14,093

 
11,944

Building materials
 
4,656

 
4,454

 
8,490

 
7,693

Lime
 
1,834

 
2,348

 
3,331

 
5,109

Hauling
 
1,091

 
1,023

 
2,129

 
1,930

Other
 
9,233

 
1,031

 
13,927

 
1,838

Total revenue
 
$
244,695

 
$
180,358

 
$
416,033

 
$
326,615

 

27
U.S. CONCRETE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Identifiable Property, Plant And Equipment Assets:
 
As of
June 30, 2015
 
As of
December 31, 2014
Ready-mixed concrete
 
$
153,445

 
$
126,141

Aggregate products
 
41,906

 
40,878

Other products and corporate
 
11,197

 
9,505

Total identifiable assets
 
$
206,548

 
$
176,524







28

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements and information in this Quarterly Report on Form 10-Q may constitute “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. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of such terms or other comparable terminology. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. 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. All comments concerning our expectations for future operating results are based on our forecasts for our existing operations and do not include the potential impact of any future acquisitions. 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 from our historical experience and our present expectations or projections.

Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, those summarized below:

•
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 Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2014 .
  
Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise, except as required by federal securities laws.


29

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
For a discussion of our commitments not discussed below and our critical accounting policies, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of Part II of our Annual Report on Form 10-K for the year ended December 31, 2014 (the " 2014 Form 10-K").
 
Our Business

U.S. Concrete, Inc. and its subsidiaries (collectively, “we,” “us,” “our,” “U.S. Concrete” or the “Company”) are a leading producer of ready-mixed concrete in select geographic markets in the United States. We operate our business through two primary segments: (i) ready-mixed concrete and (ii) aggregate products. The results of operations for our California precast operations, which were sold during 2012, as well as our Pennsylvania precast operation, which was sold on June 2, 2015, have been included in discontinued operations for the periods presented.

Ready-Mixed Concrete.   Our ready-mixed concrete segment (which represented 89.9% of our revenue for the six months ended June 30, 2015 ) engages principally in the formulation and production of ready-mixed concrete en route to our customers’ job sites. We provide our ready-mixed concrete from our operations in north and west Texas, northern California, New Jersey, New York, Washington, D.C. and Oklahoma. With the acquisitions completed since the beginning of 2014, we have expanded our presence in all of our major markets and Washington, D.C. Further, with the acquisition of the volumetric ready-mixed concrete operations during the fourth quarter of 2014, we expanded our presence in Texas into all of the major metropolitan markets. For a description of our acquisitions, see the information set forth in Note 3, “Acquisitions and Dispositions,” to our condensed consolidated financial statements included in Part I of this report.

Ready-mixed concrete is a highly versatile construction material that results from combining coarse and fine aggregates, such as gravel, crushed stone and sand, with water, various chemical admixtures and cement. We also provide services intended to reduce our customers’ overall construction costs by lowering the installed, or “in-place,” cost of concrete. These services include the formulation of mixtures for specific design uses, on-site and lab-based product quality control, and customized delivery programs to meet our customers’ needs.

Aggregate Products. Our aggregate products segment (which represented 3.4% of our revenue for the six months ended June 30, 2015 , excluding $10.4 million of intersegment sales) produces crushed stone, sand and gravel from nine aggregates facilities located in New Jersey and Texas. We sell these aggregates for use in commercial, industrial and public works projects in the markets they serve, as well as consume them internally in the production of ready-mixed concrete. We produced approximately 1.8 million tons of aggregates during the six months ended June 30, 2015 , with Texas representing 49% and New Jersey representing 51% of the total production. We consumed 50% of our aggregate production internally and sold 50% to third party customers in the six months ended June 30, 2015 . We believe our aggregates reserves provide us with additional raw materials sourcing flexibility and supply availability. We also own sand pit operations in Michigan and one quarry in west Texas which we lease to third parties and receive a royalty based on the volumes produced and sold during the terms of the leases.

Overview

The geographic markets for our products are generally local, and our operating results are subject to fluctuations in the level and 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.  Commercial and industrial projects generally provide more opportunities to sell value-added products that are designed to meet the high-performance requirements of these types of projects.

Our customers are generally involved in the construction industry, which is a cyclical business and is subject to general and more localized economic conditions.  In addition, our business is impacted by seasonal variations in weather conditions, which vary by regional market.  Accordingly, because of inclement weather, demand for our products and services during the winter months are typically lower than in other months of the year.  Also, sustained periods of inclement weather and other adverse weather conditions could cause the delay of construction projects during other times of the year.

We experienced a 12.7% increase in consolidated average ready-mixed concrete sales prices for the six months ended June 30, 2015 , as compared to the six months ended June 30, 2014 , resulting in the 17th consecutive fiscal quarter of increased average selling prices year-over-year. For the six months ended June 30, 2015 , our ready-mixed concrete sales volume increased 11.1% to 3.0 million cubic yards as compared to the six months ended June 30, 2014 . Ready-mixed concrete sales prices and volume in the first six months of 2015 were up in all of our major markets as compared to the first six months of 2014 , primarily due to

30

increased construction activity and ready-mixed segment acquisitions completed in 2015 and 2014. As a result of the increased ready-mixed concrete sales volume and higher sales prices, our ready-mixed concrete revenue increased period-over-period. Additionally, the higher volumes have allowed us to spread our fixed costs over more cubic yards. However, we also experienced higher cement and aggregate costs during the six months ended June 30, 2015 when compared to the prior year period, which have partially offset these improvements. We continue to closely monitor our operating costs and capital expenditures.

Liquidity and Capital Resources
 
Our primary liquidity needs over the next 12 months consist of (i) financing seasonal working capital requirements; (ii) servicing our indebtedness; (iii) purchasing property and equipment; and (iv) financing strategic acquisitions. Our portfolio strategy includes strategic acquisitions in various regions and markets, and we may seek financing for acquisitions, including additional debt or equity capital.

Our working capital needs are typically at their lowest level in the first quarter, increase in the second and third quarters to fund increases in accounts receivable and inventories during those periods, and then decrease in the fourth quarter. Availability under the 2013 Loan Agreement (as defined below) is governed by a borrowing base primarily determined by our eligible accounts receivable, inventory and mixer trucks (as discussed below). While our working capital needs are typically at their lowest level in the first quarter, our borrowing base typically also declines during the first quarter due to lower accounts receivable balances as a result of normal seasonality of our business caused by weather.

At June 30, 2015 , our unused availability under the 2013 Loan Agreement increased to $110.2 million from $109.8 million at December 31, 2014, due primarily to increases in eligible accounts receivable and eligible truck balances offset by increased borrowings under the Revolving Facility (as defined below). We had $50.0 million in borrowings outstanding under the Revolving Facility as of June 30, 2015 . The borrowings were used to fund working capital needs and acquisitions completed during the second quarter of 2015.

The projection of our cash needs is based upon many factors, including without limitation, our forecast volume, pricing, cost of materials, and capital expenditures. Based on our projected cash needs, we believe that the Revolving Facility and cash generated from operations will provide us with sufficient liquidity to operate our business in the ordinary course, not including potential acquisitions. The Revolving Facility and the 2018 Notes are scheduled to expire in October 2018 and mature in December 2018, respectively. If the Revolving Facility and our operating cash flows are not adequate to fund our operations, we would need to obtain an amendment to the 2013 Loan Agreement, seek other equity or debt financing to provide additional liquidity, or sell assets.

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

•
deterioration of revenue, due to lower volume and/or pricing, because of weakness in the markets in which we operate;
•
declines in gross margins due to shifts in our product mix or increases in the cost of our raw materials and fuel;
•
any deterioration in our ability to collect our accounts receivable from customers as a result of weakening in construction demand or as a result of payment difficulties experienced by our customers; and
•
inclement weather beyond normal patterns that could affect our sales volumes.
The following key financial measurements reflect our financial position and capital resources as of June 30, 2015 and December 31, 2014 (dollars in thousands):

 
June 30, 2015
 
December 31, 2014
Cash and cash equivalents
$
15,026

 
$
30,202

Working capital
37,736

 
62,929

Total debt
280,534

 
220,437


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

We and certain of our subsidiaries have entered into a Loan and Security Agreement (as subsequently amended, the “2013 Loan Agreement”), with certain financial institutions named therein, as lenders (the “Lenders”), and Bank of America, N.A. as

31

agent and sole lead arranger, that is secured by certain assets of the Company and the guarantors. The 2013 Loan Agreement provides for a $175.0 million asset-based revolving credit facility (the “Revolving Facility”), subject to a borrowing base.
Our maximum credit availability under the 2013 Loan Agreement varies from time to time and is determined by calculating a borrowing base, which is based on the the value of our eligible accounts receivable, inventory and mixer trucks, which serve as priority collateral on the facility, minus reserves imposed by the Lenders and other adjustments, all as specified in the 2013 Loan Agreement. The 2013 Loan Agreement provides for swingline loans, up to a $10.0 million sublimit, and letters of credit, up to a $30.0 million sublimit. Advances under the 2013 Loan Agreement are in the form of either base rate loans or “LIBOR Loans” denominated in U.S. dollars. The 2013 Loan Agreement contains usual and customary negative covenants and customary events of default for transactions of this type and requires that we, upon the occurrence of certain events, maintain a fixed charge coverage ratio of at least 1.0 to 1.0 for each period of 12 calendar months, as determined in accordance with the 2013 Loan Agreement. As of June 30, 2015 , we were in compliance with all covenants, and for the trailing 12 month period ended June 30, 2015 , our fixed charge coverage ratio was 2.83 to 1.0. As of June 30, 2015 , we had $50.0 million in outstanding borrowings, with a weighted average interest rate of 1.94% , and $11.3 million of undrawn standby letters of credit, leaving $110.2 million of unused borrowing capacity under the 2013 Loan Agreement. The 2013 Loan Agreement matures on October 2, 2018.
As of June 30, 2015 , we had $200.0 million of our 8.5% senior secured notes due 2018 (the "2018 Notes") outstanding. We are obligated to pay interest on the 2018 Notes on June 1 and December 1 of each year, which commenced on June 1, 2014. The 2018 Notes mature on December 1, 2018, and are redeemable at our option prior to maturity at prices specified in the indenture governing the 2018 Notes (the “Indenture”). The Indenture contains negative covenants that restrict the ability of us and our restricted subsidiaries to engage in certain transactions and also contains customary events of default. The 2018 Notes are issued by U.S. Concrete, Inc., the parent company, and are guaranteed on a full and unconditional basis by each of its direct and indirect wholly owned subsidiaries. The guarantees are joint and several, and there are no non-guarantor subsidiaries. The 2018 Notes and the guarantees thereof rank equally in right of payment with all of our existing and future senior indebtedness. The 2018 Notes and the guarantees thereof are secured by certain property and assets of the Company and the guarantors.
From 2013 through the second quarter of 2015 , we signed a series of promissory notes with Daimler Truck Financial for the purchase of mixer trucks totaling $19.5 million aggregate principal, with fixed annual interest rates ranging from 2.50% to 3.18% , payable monthly for a term of five years.

From 2013 through the second quarter of 2015 , we entered into leasing agreements with various lenders for the purchase of mixer trucks and other machinery and equipment for a total commitment of $14.8 million , with fixed annual interest rates ranging from 2.60% to 4.80% , payable monthly for terms ranging from four to five years. The lease terms include one dollar buyout options at the end of the lease terms. Accordingly, these financings have been classified as capital leases.

For additional information regarding our arrangements relating to outstanding indebtedness, the information set forth in Note 8, “Debt,” to our condensed consolidated financial statements included in Part I of this report is incorporated by reference into this Item 2.

Cash Flows
 
Our net cash provided by operating activities generally reflects the cash effects of transactions and other events used in the determination of net income or loss.  Net cash provided by operating activities was $ 35.4 million for the six months ended June 30, 2015 , compared to $ 6.3 million for the six months ended June 30, 2014 . This generally reflects our decrease in net income for the first six months of 2015, offset by decreased use of cash to fund working capital during the 2015 period as compared to the 2014 period, and higher non-cash adjustments to net income for derivative loss and depreciation, depletion and amortization ("DD&A").

We used $ 92.8 million to fund investing activities during the six months ended June 30, 2015 compared to $ 21.8 million for the six months ended June 30, 2014 . We paid $ 86.2 million for acquisitions during the first six months of 2015 compared to $4.4 million during the first six months of 2014 . The increase in cash used in investing activities was partially offset by a $ 12.5 million decrease in capital spending over the prior year period, as we financed more mixer trucks, plant and other equipment to service our business in the first six months of 2015 as compared to the first six months of 2014, when we used cash to fund these purchases. Proceeds from asset disposals decreased by $ 1.9 million during the six months ended June 30, 2015 , as compared to the six months ended June 30, 2014 , during which we disposed of the remaining land and building assets related to our California precast operations.
 
Our net cash provided by financing activities was $ 42.3 million for the six months ended June 30, 2015 , as compared to net cash used in financing activities of $ 10.3 million for the comparable period of 2014 . During the first six months of 2015 , we had $50.0 million of net borrowings under our Revolving Facility to operate our business and fund acquisitions. In addition, we made

32

payments of $ 3.5 million related to our capital leases and other financings, made the second earn-out payment to the former owners of Bode Gravel Co. and Bode Concrete LLC (the "Bode Companies") for $ 2.3 million , and paid $2.1 million for the purchase of treasury shares related to our restricted stock grants. During the first six months of 2014 , we paid $4.8 million to repurchase 0.2 million shares of our common stock under our stock repurchase program, made the first earn-out payment to the former owners of the Bode Companies for $2.3 million , made payments of $2.2 million related to our capital leases and other financings and incurred $ 0.7 million of debt issuance costs.

Cement and Other Raw Materials

We obtain most of the materials necessary to manufacture ready-mixed concrete on a daily basis. These materials include cement, other cementitious materials (fly ash and blast furnace slag) and aggregates (stone, gravel and sand), in addition to certain chemical admixtures.  With the exception of chemical admixtures, each plant typically maintains an inventory level of these materials sufficient to satisfy its operating needs for a few days. Our inventory levels do not decline significantly or comparatively with declines in revenue during seasonally low periods. We generally maintain inventory at specified levels to maximize purchasing efficiencies and to be able to respond quickly to customer demand.

Typically, cement, other cementitious materials and aggregates represent the highest-cost materials used in manufacturing a cubic yard of ready-mixed concrete.  We purchase cement from a few suppliers in each of our major geographic markets.  Chemical admixtures are generally purchased from suppliers under national purchasing agreements.
 
Overall, prices for cement and aggregates increased in the first six months of 2015 , compared to the same period in 2014 , in most of our major geographic markets. Generally, we negotiate with suppliers on a company-wide basis and at the local market level to obtain the most competitive pricing available for cement and aggregates.  We believe the demand for cement is increasing and will warrant scrutiny as construction activity increases.  Today, in most of our markets, we believe there is an adequate supply of cement and aggregates.

Acquisitions and Divestitures

Our portfolio strategy includes strategic acquisitions in various regions and markets, and we may seek arrangements to finance any such acquisitions, which financing arrangements may include additional debt or equity capital.

For a description of our recent acquisitions and divestitures, see the information set forth in Note 3, “Acquisitions and Dispositions,” to our condensed consolidated financial statements included in Part I of this report.

Critical Accounting Policies
 
We have outlined our critical accounting policies in Item 7 of Part II of the 2014 Form 10-K.  Our critical accounting policies involve the use of estimates in the recording of goodwill and intangible assets and any related impairment, accruals for self-insurance, accruals for income taxes, assessing impairment of long-lived assets, and accounting for derivative instruments. See Note 1, "Organization and Summary of Significant Accounting Policies," to our consolidated financial statements included in Item 8 of Part II of the 2014 Form 10-K for a discussion of our critical and significant accounting policies.


33

Results of Operations
 
The following table sets forth selected historical statement of operations information for each of the periods indicated.
 
 
(amounts in thousands, except selling prices and percentages)
 
Three Months Ended June 30,
 
Increase/ (Decrease)
 
Six Months Ended June 30,
 
Increase/ (Decrease)
 
2015
 
2014
 
%
 
2015
 
2014
 
%
 
(unaudited)
 
 
 
(unaudited)
 
 
Revenue
$
244,695

 
$
180,358

 
35.7%
 
$
416,033

 
$
326,615

 
27.4%
Cost of goods sold before depreciation, depletion and amortization
192,296

 
145,324

 
32.3
 
332,082

 
269,849

 
23.1
Selling, general and administrative expenses
22,234

 
14,388

 
54.5
 
40,298

 
28,031

 
43.8
Depreciation, depletion and amortization
10,567

 
5,484

 
92.7
 
18,846

 
10,382

 
81.5
Gain on revaluation of contingent consideration
(664
)
 
—

 
NM
 
(664
)
 
—

 
NM
Loss (gain) on sale of assets
25

 
46

 
(45.7)
 
(38
)
 
(303
)
 
(87.5)
Income from operations
20,237

 
15,116

 
33.9
 
25,509

 
18,656

 
36.7
Interest expense, net
(5,367
)
 
(5,055
)
 
6.2
 
(10,520
)
 
(10,065
)
 
4.5
Derivative loss
(8,048
)
 
(1,748
)
 
NM
 
(19,547
)
 
(2,371
)
 
NM
Other income, net
692

 
537

 
28.9
 
1,291

 
1,026

 
25.8
Income (loss) from continuing operations before income taxes
7,514

 
8,850

 
(15.1)
 
(3,267
)
 
7,246

 
(145.1)
Income tax (benefit) expense
(2,709
)
 
730

 
NM
 
(2,783
)
 
752

 
NM
Income (loss) from continuing operations
10,223

 
8,120

 
25.9
 
(484
)
 
6,494

 
(107.5)
(Loss) income from discontinued operations, net of taxes
(520
)
 
(259
)
 
100.8
 
(297
)
 
214

 
NM
Net income (loss)
$
9,703

 
$
7,861

 
23.4%
 
$
(781
)
 
$
6,708

 
(111.6%)
 
 
 
 

 
 
 
 
 
 

 
 
Ready-mixed Concrete Data:
 

 


 
 
 
 

 
 
 
 
Average selling price per cubic yard
$123.24
 
$110.27
 
11.8
%
 
$122.32
 
$108.56
 
12.7
%
Sales volume in cubic yards
1,766

 
1,486

 
18.8
%
 
3,043

 
2,740

 
11.1
%
 
 
 
 
 
 
 
 
 
 
 
 
Aggregates Data:
 
 
 
 
 
 
 
 
 
 
 
Average selling price per ton
$10.44
 
$9.63
 
8.4
%
 
$10.25
 
$9.29
 
10.3
%
Sales volume in tons
1,248

 
1,151

 
8.4
%
 
2,021

 
1,958

 
3.2
%

Revenue. Revenue for the three months ended June 30, 2015 grew 35.7% , or $64.3 million , to $244.7 million from $180.4 million from the comparable 2014 quarter, primarily due to recent acquisitions and despite a significant increase in weather-impacted days in our Texas operations due to rain. We estimate that $60.1 million , or 93.4% , of our revenue increase was due to recent acquisitions. Ready-mixed concrete sales contributed 85.2% , or $54.8 million , of our revenue growth, driven by a 11.8% increase in our average selling price and an 18.8% increase in volume. Aggregate products sales in the second quarter of 2015 grew $2.5 million , or 19.1% , to $15.6 million from $13.1 million in the 2014 second quarter , resulting primarily from an 8.4% increase in average selling price and an 8.4% increase in volume. Other product revenues and eliminations, which includes our building materials, aggregate distribution, lime slurry, hauling business, and eliminations of our intersegment sales, increased in the 2015 second quarter to $10.0 million from $3.1 million in the 2014 second quarter , primarily due to sales from our aggregate distribution business acquired in the fourth quarter of 2014.

Revenue for the six months ended June 30, 2015 rose to $416.0 million from $326.6 million in the 2014 first six months, an increase of $89.4 million or 27.4% , primarily due to higher ready-mixed concrete sales and despite a significant increase in weather-

34

impacted days in the first half of 2015 in our Texas operations due to rain. We estimate that $81.6 million , or 91.3% , of our revenue increase was the result of recent acquisitions. Ready-mixed concrete sales contributed $76.0 million , or 85.0% , of our revenue growth, resulting from increases in both average selling price and sales volume. For the first six months of 2015, aggregate sales grew to $24.5 million from $21.4 million in the first six months of 2014, an increase of $3.2 million , or 14.8% , as a result of higher average selling price and increased sales volume. Other product revenues and eliminations, as described above, were $17.4 million in the first six months of 2015 as compared to $7.1 million in the 2014 first six months, an increase of $10.3 million primarily from our aggregate distribution business acquired in the fourth quarter of 2014.

Cost of goods sold before depreciation, depletion and amortization. Cost of goods sold before DD&A increased by $47.0 million , or 32.3% , to $192.3 million in the second quarter of 2015 from $145.3 million in the comparable 2014 quarter. Our costs increased primarily due to volume growth primarily resulting from acquisitions in our ready-mixed concrete segment, as described above, resulting in higher material costs, delivery costs, and plant variable costs, which includes primarily labor and benefits, utilities, and repairs and maintenance. Our costs in our aggregate products segment increased primarily due to an additional quarry that commenced production in the fourth quarter of 2014. During the second quarter of 2015 , our fixed costs, which primarily consist of leased equipment costs, property taxes, dispatch costs, quality control, and plant management, increased over the prior year period primarily due to higher personnel and equipment costs needed to operate our facilities, as well as higher overall fixed costs to operate more locations and trucks than in the previous year. As a percentage of revenue, costs of good sold before DD&A decreased by 2.0% in the second quarter of 2015 compared to the second quarter of 2014.

For the first six months of 2015, cost of goods sold before DD&A increased to $332.1 million from $269.8 million in the 2014 first half, an increase of $62.2 million , or 23.1% . Our costs increased primarily due to volume growth resulting from acquisitions in our ready-mixed concrete segment, as described above, resulting in higher material costs, delivery costs, and plant variable costs, which includes primarily labor and benefits, utilities, and repairs and maintenance. Our costs in our aggregate products segment increased primarily due to an additional quarry that commenced production in the fourth quarter of 2014. During the first six months of 2015 , our fixed costs, which primarily consist of leased equipment costs, property taxes, dispatch costs, quality control, and plant management, increased over the prior year period due to higher personnel and equipment costs needed to operate our facilities, as well as higher overall fixed costs to operate more locations and trucks than in the previous year. As a percentage of revenue, costs of good sold before DD&A decreased by 2.8% in the first half of 2015 compared to the first half of 2014.

Selling, general and administrative expenses. Selling, general and administrative ("SG&A") expenses increased $7.8 million , or 54.5% , to $22.2 million for the quarter ended June 30, 2015 from $14.4 million in the corresponding 2014 quarter. Approximately $4.9 million of this increase is attributable to personnel and other general administrative costs incurred by our regional operations to support growth and acquisition infrastructure. In addition, we incurred approximately $0.9 million in higher corporate legal and professional fees related to our acquisitions and divestitures and $0.7 million in higher non-cash stock and incentive compensation expense. The remainder of the increase was primarily attributable to corporate-related personnel and other general expenses to support our growth initiatives. As a percentage of total revenue, SG&A expenses increased to 9.1% in the 2015 second quarter from 8.0% in the 2014 second quarter .

For the six months ended June 30, 2015, SG&A expenses increased by $12.3 million , or 43.8% , to $40.3 million from $28.0 million for the same period in 2014. Approximately $6.9 million of this increase was attributable to personnel and other general administrative costs incurred by our regional operations to support growth and acquisition infrastructure. In addition, we incurred $1.8 million in higher corporate legal and professional fees related to our acquisitions and divestitures and $1.0 million in higher non-cash stock and incentive compensation expense. The remainder of the increase was primarily attributable to corporate-related personnel and and other general expenses to support our growth initiatives. As a percentage of total revenue, SG&A expenses increased to 9.7% in the first half of 2015 compared to 8.6% for the same period in 2014.

  Depreciation, depletion and amortization. DD&A expense increased $ 5.1 million , or 92.7% , to $ 10.6 million for the three months ended June 30, 2015 from $ 5.5 million in the corresponding quarter of 2014 , primarily reflecting depreciation on additional plants, equipment and mixer trucks purchased to service demand and acquired through recent acquisitions. We also incurred incremental intangible amortization expense of $2.0 million related to our acquisitions.

For the six months ended June 30, 2015, DD&A expense rose $8.5 million , or 81.5% , to $18.8 million from $10.4 million in the corresponding period of 2014, primarily reflecting depreciation on additional plant, equipment and mixer trucks purchased to service demand and acquired through recent acquisitions. We also incurred incremental intangible amortization expense of $2.6 million related to our acquisitions.

Gain on revaluation of contingent consideration.   For both the three and six months ended June 30, 2015 and 2014 , we recorded a non-cash gain on revaluation of contingent consideration of $0.7 million related to fair value changes in contingent

35

consideration associated with certain of our acquisitions. The key inputs in determining the fair value of our contingent consideration of $8.5 million at June 30, 2015 include discount rates ranging from 3.50% to 9.25% , a forcasted average of WTI prices over the calendar year from quoted sources, and management's estimates of future sales volumes. Changes in these inputs impact the valuation of our contingent consideration and result in gain or loss each quarterly period. The non-cash gain from fair value changes in contingent consideration for the 2015 second quarter and 2015 first six months was primarily due to the passage of time and the decline in West Texas Intermediate Crude Oil prices. We had no gain or loss on revaluation of contingent consideration during the quarter ended June 30, 2014 or the six months ended June 30, 2014.

Income from operations. Income from operations improved to $20.2 million in the second quarter of 2015 from $15.1 million in the corresponding quarter of 2014 , an increase of $5.1 million . Increased ready-mixed concrete revenue driven by volume from acquisitions and higher pricing resulted in efficiencies that led to increased income from operations. As a percentage of revenue, operating margins decreased to 8.3% for the quarter ended June 30, 2015 , from 8.4% during the same quarter in 2014 . We estimate that $4.1 million of our increase in income from operations related to our recent acquisitions.

For the first six months of 2015, income from operations increased to $25.5 million from $18.7 million for the first six months of 2014, and increase of $6.9 million . Increased ready-mixed concrete revenue driven by volume from acquisitions and higher pricing resulted in efficiencies that led to increased income from operations. Operating margins improved in the first half of 2015 to 6.1% from 5.7% in the same period in 2014, due to increased ready-mixed concrete revenue driven by both higher volume and average selling price. We estimate that $4.2 million of our increase in income from operations related to our recent acquisitions.

Interest expense, net.   Net interest expense increased by $0.3 million to $ 5.4 million for the three months ended June 30, 2015 from $5.1 million for the comparable 2014 quarter. For the six months ended June 30, 2015, net interest expense increased by $0.4 million to $10.5 million from $10.1 million in the comparable 2014 period. The increase in each of the quarter and year-to-date periods of 2015 primarily related to interest on our Revolving Facility borrowings.

Derivative loss.   For the quarter ended June 30, 2015 , we recorded a non-cash loss on derivative of $8.0 million related to fair value changes in our warrants that were issued on August 31, 2010 (the "Warrants"). Each quarter, we determine the fair value of our derivative liabilities, and changes result in income or loss. The key inputs in determining the fair value of our derivative liabilities of $44.7 million at June 30, 2015 include our stock price, stock price volatility, and risk free interest rates. Changes in these inputs impact the valuation of our derivatives and result in income or loss each quarterly period. The non-cash loss from fair value changes in the Warrants for the 2015 second quarter was primarily due to an increase in the price of our common stock and changes in our stock price volatility. This compares to the quarter ended June 30, 2014 , during which we recorded a non-cash loss from fair value changes in our Warrants of $1.7 million , also primarily due to an increase in the price of our common stock.

For the six months ended June 30, 2015 and 2014, we recorded a non-cash loss on derivatives of approximately $19.5 million and $2.4 million , respectively, related to fair value changes in our Warrants. These non-cash losses were primarily due to an increase in the price of our common stock and changes in our stock price volatility.

Other income, net.   Other income, net was $0.7 million and $0.5 million during the three months ended June 30, 2015 and 2014 , respectively.  Other income, net was $1.3 million and $1.0 million during the six months ended June 30, 2015, and 2014, respectively.

Income taxes.   We recorded an income tax benefit allocated to continuing operations of $2.7 million and $2.8 million for the three and six months ended June 30, 2015 , respectively, and income tax expense of $0.7 million and $0.8 million in income from continuing operations for the three and six months ended June 30, 2014 , respectively. Our effective tax rate differs substantially from the federal statutory rate primarily due to the application of a valuation allowance that reduced the recognized benefit of our deferred tax assets.  In addition, certain state income taxes are calculated on bases different than pre-tax income (loss).  This resulted in recording income tax expense in certain states that experience a pre-tax loss.
 
In accordance with U.S. GAAP, intra-period tax allocation provisions require allocation of a tax expense to continuing operations due to current (loss) income from discontinued operations. We recorded a tax benefit of less than $0.1 million allocated to discontinued operations for both the three and six months ended June 30, 2015 , respectively. We recorded a tax benefit of less than $0.1 million and tax expense of $0.2 million in discontinued operations for the three and six months ended June 30, 2014 , respectively. The income tax amounts for continuing operations referred to in the prior paragraph include the offsetting intra-period allocations. The intra-period tax allocation between the results from continuing operations and discontinued operations in the three and six months ended June 30, 2015 and 2014 nets to $0.
 

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In accordance with U.S. GAAP, the recognized value of deferred tax assets must be reduced to the amount that is more likely than not to be realized in future periods.  The ultimate realization of the benefit of deferred tax assets from deductible temporary differences or tax carryovers depends on the generation of sufficient taxable income during the periods in which those temporary differences become deductible.  We considered the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.  Based on these considerations, we relied upon the reversal of certain deferred tax liabilities to realize a portion of our deferred tax assets and established a valuation allowance as of June 30, 2015 and December 31, 2014 for other deferred tax assets because of uncertainty regarding their ultimate realization.  Our total net deferred tax liability was $5.0 million as of June 30, 2015 and $4.5 million as of December 31, 2014 .

Despite income in 2014 and projected future taxable income, as of June 30, 2015 , we remain in a three year cumulative loss position and will, therefore, continue to record a valuation allowance on all of our U.S. deferred tax assets. The cumulative loss position is considered a significant source of negative evidence and limits our ability to consider other subjective evidence such as our projections for future growth when assessing the need for a deferred tax valuation allowance. Our cumulative loss position will continue to change as a result of historical and current earnings performance. This change, among other factors, may cause us to reduce our valuation allowance on deferred tax assets in the future. Any adjustment to our valuation allowance would impact our income tax expense in the period that our evaluation changes. For the quarter ended June 30, 2015 , we recognized additional deferred tax assets as a result of the Right Away acquisition, which allowed us to release approximately $2.8 million in valuation allowance through our tax provision as a tax benefit.

Discontinued operations.   The results of operations for our sold precast units located in California and Pennsylvania have been included in discontinued operations for the periods presented.

Segment information

Our chief operating decision maker evaluates segment performance and allocates resources based on Adjusted EBITDA. We define Adjusted EBITDA as income (loss) from continuing operations excluding interest, income taxes, DD&A, derivative gain (loss), gain or loss on revaluation of contingent consideration, and gain or loss on extinguishment of debt. Additionally, we adjust Adjusted EBITDA for items similar to certain of those used in calculating the Company’s compliance with debt covenants including: non-cash stock compensation expense, acquisition-related professional fees and corporate officer severance expense.

Adjusted EBITDA should not be construed as an alternative to, or a better indicator of, operating income or loss, is not based on U.S. GAAP, and is not necessarily a measure of our cash flows or ability to fund our cash needs. Our measurements of Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.

See Note 16, "Segment Information," to our condensed consolidated financial statements in this report for additional information regarding our segments and the reconciliation of Adjusted EBITDA to loss from continuing operations before income taxes.


37

Ready-mixed Concrete

The following table sets forth key financial information for our ready-mixed concrete segment for the periods indicated:
 
 
(amounts in thousands, except selling prices and percentages)
 
 
Three Months Ended June 30,
 
Increase/ (Decrease)
 
Six Months Ended June 30,
 
Increase/ (Decrease)
 
 
2015
 
2014
 
%
 
2015
 
2014
 
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Ready-mixed Concrete Segment:
 
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
$
219,019

 
$
164,175

 
33.4%
 
$
374,063

 
$
298,101

 
25.5%
Segment revenue as a percentage of total revenue
 
89.5%
 
91.0%
 
 
 
89.9%
 
91.3%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted EBITDA
 
$
33,650

 
$
23,269

 
44.6%
 
$
54,220

 
$
37,001

 
46.5%
Adjusted EBITDA as a percentage of segment revenue
 
15.4%
 
14.2%
 
 
 
14.5%
 
12.4%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ready-mixed Concrete Data:
 
 

 
 

 
 
 
 

 
 

 
 
Average selling price per cubic yard
 
$
123.24

 
$
110.27

 
11.8%
 
$
122.32

 
$
108.56

 
12.7%
Sales volume in thousands of cubic yards
 
1,766

 
1,486

 
18.8%
 
3,043

 
2,740

 
11.1%

Revenue.  Our ready-mixed concrete sales provided 89.5% and 91.0% of our total revenue in the second quarter of 2015 and 2014 , respectively. Segment revenue for the 2015 second quarter rose $54.8 million , or 33.4% , over the comparable 2014 period. We estimate that $51.6 million of the $54.8 million segment revenue increase, or 94.0%, was due to recent acquisitions.

The second quarter 2015 revenue increase was driven primarily by an 18.8% increase in sales volume, or 0.3 million cubic yards. Increased volume provided $30.9 million , or approximately 56.3% , of our ready-mixed concrete revenue growth. Our sales volume was higher in all of our markets, except west Texas, due to increased construction activity and recent acquisitions. All of our Texas markets were impacted by a significantly higher number of weather days in the second quarter of 2015 as compared to the second quarter of 2014 due to rain. However, total revenue in all our markets rose due to recent acquisitions and increased average selling price. Our ready-mixed concrete average selling price per cubic yard increased approximately 11.8% during the 2015 second quarter as compared to the 2014 second quarter . Increased selling price contributed $22.9 million , or 41.8% , of our revenue growth. Our average selling price increased in all of our markets, except northern California, which was impacted by the mix of commercial versus residential projects.

For the six months ended June 30, 2015, our ready-mixed concrete sales provided 89.9% of our total revenue, compared to 91.3% in the six months ended June 30, 2014. Segment revenue for the first six months of 2015 grew $76.0 million , or 25.5% , over the first six months of 2014. We estimate that $69.7 million of the $76.0 million segment revenue increase, or 91.7%, was due to recent acquisitions.

For the six months ended June 30, 2015, our revenue increase was driven primarily by a 12.7% increase in our ready-mixed concrete average selling price per cubic yard as compared to the first six months of 2014 . Increased selling price contributed $41.9 million , or 55.1% , of our revenue growth. Our average selling price increased in all of our markets. We also experienced an 11.1% increase in sales volume, or 0.3 million cubic yards. Increased volume provided $32.9 million , or approximately 43.3% , of our ready-mixed concrete revenue growth. Our sales volume was higher in all of our major markets due to increased construction activity and recent acquisitions. Our Texas markets were impacted by a significantly higher number of weather days in the first six months of 2015 as compared to the first six months of 2014 due to rain. Total revenue was higher in all our major markets, primarily due to higher average selling price and the impact of the recent acquisitions.

Adjusted EBITDA.  Adjusted EBITDA for our ready-mixed concrete segment rose to $33.7 million in the 2015 second quarter from $23.3 million in the 2014 second quarter , an increase of $10.4 million , or 44.6% . We estimate that $7.0 million, or 67.8%, of our 2015 Adjusted EBITDA increase resulted from recent acquisitions. Driving the growth in Adjusted EBITDA was an 11.8% increase in our average selling price and an 18.8% rise in sales volume, which resulted in $54.8 million in higher revenue. Partially offsetting the growth in revenue was increased cost of goods sold associated with the recent acquisitions and higher volume of

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sales. Our variable costs, which include primarily material costs, labor and benefits costs, utilities, and delivery costs, were all higher due primarily to the recent acquisitions. During the second quarter of 2015 , we also saw increased raw materials prices from our vendors, which increased our cost of goods sold for the quarter. However, we were generally able to pass these price increases along to our customers. Our fixed costs, which consist primarily of equipment rental, plant management, property taxes, quality control, and dispatch costs, increased in the 2015 second quarter compared to the prior year second quarter , due to higher personnel and equipment costs needed to operate our facilities, as well as overall fixed costs to operate more locations and trucks than in the previous year. Segment Adjusted EBITDA as a percentage of segment revenue grew to 15.4% in the 2015 second quarter from 14.2% in the 2014 second quarter , reflecting primarily the higher revenue and greater efficiencies.

For the six months ended June 30, 2015, our ready-mixed concrete segment Adjusted EBITDA rose to $54.2 million from $37.0 million in the same six months period in 2014, an increase of $17.2 million , or 46.5% . We estimate that $8.7 million, or 50.7%, of our 2015 Adjusted EBITDA increase resulted from recent acquisitions. Driving the growth in Adjusted EBITDA was an 11.1% rise in sales volume and a 12.7% increase in average selling price, which resulted in $76.0 million in higher revenue. Partially offsetting the higher revenue was the increased cost of goods sold associated with the higher volume of sales. Our variable costs, as described above, were all higher due primarily to the increased volume. During the first six months of 2015, we also saw increased raw material prices from our vendors, which increased our cost of goods sold for the period. However, we were generally able to pass these price increases along to our customers. Our fixed costs, as described above, increased in the first six months of 2015 compared to the first six months of 2014, due to higher personnel and equipment costs needed to operate our facilities, as well as overall fixed costs to operate more locations and trucks than in previous years. Segment Adjusted EBITDA as a percentage of segment revenue rose to 14.5% in the first six months of 2015 from 12.4% in the first six months of 2014, reflecting primarily higher revenue and improved efficiencies.

Aggregate Products

The following table sets forth key financial information for our aggregate products segment for the periods indicated:

 
 
(amounts in thousands, except selling prices and percentages)
 
 
Three Months Ended June 30,
 
Increase/ (Decrease)
 
Six Months Ended June 30,
 
Increase/ (Decrease)
 
 
2015
 
2014
 
%
 
2015
 
2014
 
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Aggregate Products Segment:
 
 
 
 
 
 
 
 
 
 
 
 
Revenue
 
$
15,629

 
$
13,124

 
19.1%
 
$
24,539

 
$
21,369

 
14.8%
Segment revenue, excluding intersegment sales, as a percentage of total revenue
 
3.6%
 
4.1%
 
 
 
3.4%
 
3.7%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted EBITDA
 
$
3,792

 
$
3,266

 
16.1%
 
$
3,969

 
$
3,345

 
18.7%
Adjusted EBITDA as a percentage of segment revenue
 
24.3%
 
24.9%
 
 
 
16.2%
 
15.7%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Aggregates Data:
 
 

 
 

 
 
 
 

 
 

 
 
       Average selling price per ton
 
$
10.44

 
$
9.63

 
8.4%
 
$
10.25

 
$
9.29

 
10.3%
       Sales volume in thousands of tons
 
1,248

 
1,151

 
8.4%
 
2,021

 
1,958

 
3.2%

Revenue.    Sales for our aggregate products segment, excluding intersegment sales of $6.8 million , provided 3.6% of our total revenue for the second quarter of 2015 , compared to 4.1% , excluding intersegment sales of $5.8 million , in the comparable 2014 quarter. Segment revenue rose $2.5 million , or 19.1% , over prior year levels. We sell our aggregates to external customers and also sell them internally to our ready-mixed concrete segment at a market price. Approximately 43.3% of our second quarter 2015 aggregates sales were to our ready-mixed concrete segment, versus 44.2% in the 2014 second quarter . Contributing to our overall aggregates revenue growth was an increase in our average selling price of 8.4% , which provided $0.9 million of our aggregates revenue increase. Our aggregate sales volume, which rose 8.4% in the second quarter of 2015 versus the second quarter of 2014, contributed $0.8 million , or 33.3% , of our aggregates revenue increase.

For the first six months of 2015, sales of our aggregate products, excluding intersegment sales, of $10.4 million , provided 3.4% of our total revenue, compared to 3.7% , excluding intersegment sales of $9.4 million , in the first six months of 2014. Segment

39

revenue grew $3.2 million , or 14.8% , over prior year levels. Of our first six months of 2015 aggregate sales, approximately 42.6% , were to our ready-mixed concrete segment, versus 44.1% , in the first six months of 2014. An increase in our average selling price in the first six months of 2015 contributed $1.9 million , or 61.2% , of our aggregate revenue growth over the first six months of 2014. An increase in our aggregate sales volume of 10.3% in the first six months of 2015 as compared to the first six months of 2014, contributed $0.6 million , or 18.5% , of our segment revenue growth for the first six months of 2015. In addition, freight charges to deliver the aggregates to external customers, rose $0.6 million during the first six months of 2015, which accounted for $0.6 million of our segment revenue growth.

Adjusted EBITDA.    Adjusted EBITDA for our aggregates segment improved by $0.5 million to $3.8 million in the 2015 second quarter from $3.3 million in the 2014 second quarter , primarily as a result of higher revenue, partially offset by the related higher cost of goods sold. Our variable costs associated with cost of goods sold, including quarry labor and benefits, utilities, repairs and maintenance, delivery, fuel, and pit costs to prepare the stone and gravel for use, all increased primarily due to an additional quarry that commenced production in the fourth quarter of 2014. Our quarry fixed costs, which primarily include equipment rental, property taxes, and plant management costs, were also higher compared to the prior year quarter, primarily due to operating costs associated with this additional quarry. Overall, our segment Adjusted EBITDA as a percentage of segment revenue increased to 24.3% in the 2015 second quarter from 24.9% in the 2014 second quarter , primarily due to the increase in revenue and increased efficiencies.

For the first six months of 2015, our aggregates segment Adjusted EBITDA grew to $4.0 million from $3.3 million in the first six months of 2014, an improvement of $0.7 million, primarily as a result of higher revenue, partially offset by the related higher cost of goods sold. Our variable costs associated with cost of goods sold, as described above, increased primarily due to increased sales volume during the first six months of 2015. Our quarry fixed costs, as described above, were higher compared to the prior year's first six months, primarily due to operating costs associated with an additional quarry that commenced production during the fourth quarter of 2014. Overall, our segment Adjusted EBITDA as a percentage of segment revenue rose to 16.2% in the first six months of 2015 from 15.7% in the first six months of 2014, primarily due to higher revenues and improved efficiencies.

Off-Balance Sheet Arrangements
 
We do not currently have any off-balance sheet arrangements that have had or are reasonably likely to have a material current or future effect on our financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources. From time to time, we enter into noncancelable operating leases that are not reflected on our balance sheet.  At June 30, 2015 , we had $11.3 million of undrawn letters of credit outstanding.  We are also contingently liable for performance under $4.2 million in performance bonds relating to our operations.

Inflation

We experienced minimal increases in operating costs during the first six months of 2015 related to inflation. However, in non-recessionary conditions, cement prices and certain other raw material prices, including aggregates, have generally risen faster than regional inflationary rates.  When these price increases have occurred, we have been able to partially mitigate our cost increases with price increases we obtained for our products.


40

Item 3.
Quantitative and Qualitative Disclosures About Market Risk

We do not use derivative instruments to hedge risks relating to our ongoing business operations or for speculative purposes.  However, we are required to account for our Warrants as derivative instruments.  

All derivatives are required to be recorded on the balance sheet at their fair values.  Each quarter, we determine the fair value of our derivative liabilities. The key inputs in determining fair value of our derivative liabilities of $44.7 million and $25.2 million at June 30, 2015 and December 31, 2014 , respectively, include our stock price, stock price volatility, and risk free interest rates. Changes in these inputs will impact the valuation of our derivatives and result in gain or loss each quarterly period. A 5% increase in the stock price, volatility and risk free interest rates would increase the value of our Warrant derivative liability by approximately $5.6 million , resulting in a loss in the same amount. A 5% decrease would result in a decrease in the Warrant derivative liability of approximately $5.5 million , and a gain of the same amount. During the six months ended June 30, 2015 , we recorded a non-cash loss from fair value changes in our Warrants of approximately $19.5 million , due primarily to an increase in the price of our common stock.

Borrowings under our Revolving Facility expose us to certain market risks.  Interest on amounts drawn varies based on the floating rates under the 2013 Loan Agreement. Based on our $50.0 million of outstanding borrowings under this facility as of June 30, 2015 , a one percent change in the interest rate would increase or decrease our annual interest expense by $0.5 million .

Our operations are subject to factors affecting the overall strength of the U.S. economy and economic conditions impacting financial institutions, including the level of interest rates, availability of funds for construction and level of general construction activity.  A significant decrease in the level of general construction activity in any of our market areas has had and may continue to have a material adverse effect on our consolidated revenues and earnings.

Item 4.
Controls and Procedures

Disclosure Controls and Procedures

As of June 30, 2015 , our management, with the participation of our principal executive officer and our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), which are designed to provide reasonable assurance that the information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on the evaluation, our principal executive officer and our principal financial officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2015 .

Changes in Internal Control over Financial Reporting

During the six months ended June 30, 2015 , we acquired the assets or equity interests in Right Away Redy Mix, Inc., Ferrara Bros. Building Materials Corp., Colonial Concrete Co., and DuBrook Concrete, Inc., (collectively, the "2015 Acquisitions"). Our management has acknowledged that it is responsible for establishing and maintaining a system of internal control over financial reporting for these 2015 Acquisitions. We are in the process of integrating the 2015 Acquisitions; and, therefore, have excluded them from our June 30, 2015 assessment of the effectiveness of internal control over financial reporting. During the six months ended June 30, 2015 , the 2015 Acquisitions represented approximately $119.6 million or 20.0% of our consolidated total assets and approximately $36.3 million or 8.7% of our revenue from continuing operations. The 2015 Acquisitions have not, nor are they expected to, materially affect our internal control over financial reporting. Any material change to our internal control over financial reporting due to the 2015 Acquisitions will be disclosed in our Annual Report on Form 10-K for the year ending December 31, 2015 in which our assessment that encompasses the 2015 Acquisitions will be included.

During the quarter ended June 30, 2015 , there were no other changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.




41

PART II – OTHER INFORMATION
 
Item 1.
Legal Proceedings
 
The information set forth under the heading “Legal Proceedings” in Note 15, “Commitments and Contingencies,” to our condensed consolidated financial statements included in Part I of this report is incorporated by reference into this Item 1.
 
Item 1A.
Risk Factors

There have been no material changes in our risk factors as previously disclosed in “Risk Factors” in Item 1A of Part I of the 2014 Form 10-K. Readers should carefully consider the factors discussed in “Risk Factors” in Item 1A of Part I of the 2014 Form 10-K, which could materially affect our business, financial condition or future results. The risks described in the 2014 Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
 
The following table provides information with respect to purchases by the Company of shares of our common stock during the three month period ended June 30, 2015 :

Calendar Month
Total Number of
Shares
Acquired (1)
 
Average Price
Paid Per Share
 
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs (2)
 
Approximate Dollar Value
of Shares That May Yet Be
Purchased Under Plans or
Programs (2)
April 1 - April 30, 2015
45,442

 
$
34.51

 
—

 
$
45,176,000

May 1 - May 31, 2015
4,059

 
38.37

 
—

 
45,176,000

June 1 - June 30, 2015
—

 
—

 
—

 
45,176,000

Total
49,501

 
$
34.83

 
—

 
$
45,176,000


(1)
The total number of shares purchased includes shares of our common stock acquired from employees who elected for us to make their required tax payments upon vesting of certain restricted shares by withholding a number of those vested shares having a value on the date of vesting equal to their tax obligations.
(2)
Our share repurchase program was approved by our Board on May 15, 2014 and allows us to repurchase up to $50.0 million of our common stock until the earlier of March 31, 2017 or a determination by the Board to discontinue the repurchase program. The repurchase program does not obligate us to acquire any specific number of shares.

Item 4.
Mine Safety Disclosures
The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95.1 to this Quarterly Report on Form 10-Q.


42

Item 6.
Exhibits
 
3.1*
—Amended and Restated Certificate of Incorporation of U.S. Concrete, Inc. (incorporated by reference to Exhibit 1 to the Company's Registration Statement on Form 8-A filed on August 31, 2010 (File No. 000-26025)).
3.2*
—Third Amended and Restated By-Laws of U.S. Concrete, Inc. (incorporated by reference to Exhibit 2 to the Company's Registration Statement on Form 8-A filed on August 31, 2010 (File No. 000-26025)).
10.1
—Amended and Restated Limited Liability Company Agreement of Ferrara Bros., LLC, effective as of April 9, 2015.
10.2+
—Ferrara Bros., LLC Class B Incentive Interests Award Agreement, effective as of April 11, 2015, between Ferrara Bros., LLC and 2G FB LLC.
31.1
—Certification of Periodic Report pursuant to Rule 13a-14(a) and Rule 15d-14(a).
31.2
—Certification of Periodic Report pursuant to Rule 13a-14(a) and Rule 15d-14(a).
32.1
—Certification pursuant to 18 U.S.C. Section 1350.
32.2
—Certification pursuant to 18 U.S.C. Section 1350.
95.1
—Mine Safety Disclosures.
101.INS
—XBRL Instance Document
101.SCH
—XBRL Taxonomy Extension Schema Document
101.CAL
—XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
—XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
—XBRL Taxonomy Extension Label Linkbase Document
101.PRE
—XBRL Taxonomy Extension Presentation Linkbase Document
 
*     Incorporated by reference to the filing indicated.
+    Portions of this exhibit have been omitted pursuant to a request for confidential treatment with the SEC.



43

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 thereunto duly authorized.
 
 
 
U.S. CONCRETE, INC.
 
 
 
 
 
 
 
Date:  August 6, 2015
By:
/s/ William M. Brown
 
 
 
 
William M. Brown
 
 
 
 
Senior Vice President and Chief Financial Officer
 
 
 
(Principal Financial Officer and Duly Authorized Officer)


44

INDEX TO EXHIBITS

3.1*
—Amended and Restated Certificate of Incorporation of U.S. Concrete, Inc. (incorporated by reference to Exhibit 1 to the Company's Registration Statement on Form 8-A filed on August 31, 2010 (File No. 000-26025)).
3.2*
—Third Amended and Restated By-Laws of U.S. Concrete, Inc. (incorporated by reference to Exhibit 2 to the Company's Registration Statement on Form 8-A filed on August 31, 2010 (File No. 000-26025)).
10.1
—Amended and Restated Limited Liability Company Agreement of Ferrara Bros., LLC, effective as of April 9, 2015.
10.2+
—Ferrara Bros., LLC Class B Incentive Interests Award Agreement, effective as of April 11, 2015, between Ferrara Bros., LLC and 2G FB LLC.
31.1
—Certification of Periodic Report pursuant to Rule 13a-14(a) and Rule 15d-14(a).
31.2
—Certification of Periodic Report pursuant to Rule 13a-14(a) and Rule 15d-14(a).
32.1
—Certification pursuant to 18 U.S.C. Section 1350.
32.2
—Certification pursuant to 18 U.S.C. Section 1350.
95.1
—Mine Safety Disclosures.
101.INS
—XBRL Instance Document
101.SCH
—XBRL Taxonomy Extension Schema Document
101.CAL
—XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
—XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
—XBRL Taxonomy Extension Label Linkbase Document
101.PRE
—XBRL Taxonomy Extension Presentation Linkbase Document
 
*     Incorporated by reference to the filing indicated.
+    Portions of this exhibit have been omitted pursuant to a request for confidential treatment with the SEC.








45
EXHIBIT 10.1 EXECUTION COPY AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FERRARA BROS., LLC (a Delaware limited liability company) Effective as of April 9, 2015

 
i TABLE OF CONTENTS Page ARTICLE I DEFINITIONS ............................................................................................................1  1.1  Definitions................................................................................................................1  1.2  Construction; Usage Generally ...............................................................................4  1.3  Cross References to Other Defined Terms .............................................................5  ARTICLE II THE COMPANY AND ITS BUSINESS ...................................................................6  2.1  Formation .................................................................................................................6  2.2  Company Name .......................................................................................................6  2.3  Effective Date ..........................................................................................................6  2.4  Term .........................................................................................................................6  2.5  Offices ......................................................................................................................6  2.6  Registered Office and Registered Agent ..................................................................6  2.7  Filings; Authorized Persons .....................................................................................6  2.8  Purposes ...................................................................................................................6  2.9  No Partnership .........................................................................................................6  ARTICLE III CAPITAL CONTRIBUTIONS; DISTRIBUTIONS ................................................7  3.1  Admission ................................................................................................................7  3.2  Additional Capital Contributions .............................................................................7  3.3  No Interest in Company Property ............................................................................7  3.4  Distributions .............................................................................................................7  ARTICLE IV MEMBERSHIP INTEREST.....................................................................................8  4.1  Membership Interest ................................................................................................8  4.2  Designation of Membership Interest ........................................................................9  4.3  Issue of Membership Interests; Register; Transfer ..................................................9  4.4  Certificates ...............................................................................................................9  ARTICLE V MANAGEMENT OF THE COMPANY ...................................................................9  5.1  Management and Control of the Company ...............................................................9  5.2  Members Shall Not Manage or Control ...................................................................9  5.3  Board of Managers ...................................................................................................9  5.4  Meetings of the Board of Managers.......................................................................10  5.5  Quorum and Voting ...............................................................................................10  5.6  Procedural Matters of the Board of Managers .......................................................10  5.7  Officers ..................................................................................................................11  5.8  Terms of Office; Resignation; Removal ................................................................11  5.9  Compensation ........................................................................................................12  5.10  Subsidiaries ............................................................................................................12  ARTICLE VI MEMBERS AND MEETINGS ..............................................................................12  6.1  Members .................................................................................................................12 

 
ii 6.2  Admission of New Members .................................................................................12  6.3  Resignation ............................................................................................................12  6.4  Power of Members .................................................................................................12  6.5  Meetings of Members ............................................................................................12  6.6  Place of Meetings ...................................................................................................12  6.7  Notice of Members’ Meetings ...............................................................................12  6.8  Waiver of Notice ....................................................................................................13  6.9  Voting ....................................................................................................................13  6.10  Quorum; Vote Required .........................................................................................13  6.11  Action by Written Consent of Members ................................................................13  6.12  Voting by Ballot .....................................................................................................14  6.13  No Cumulative Voting ...........................................................................................14  ARTICLE VII EXCULPATION; INDEMNIFICATION; LIABILITY; OPPORTUNITY .........14  7.1  Exculpation ............................................................................................................14  7.2  Indemnification ......................................................................................................15  7.3  Liability; Duties .....................................................................................................16  7.4  Insurance ................................................................................................................16  7.5  Limited Liability Company Opportunity ...............................................................16  ARTICLE VIII ACCOUNTING; FINANCIAL AND TAX MATTERS .....................................17  8.1  Books and Records; Reports ..................................................................................17  8.2  Fiscal Year; Taxable Year .....................................................................................17  8.3  Bank and Investment Accounts .............................................................................17  8.4  Tax Election ...........................................................................................................18  ARTICLE IX TRANSFERS OF MEMBERSHIP INTERESTS ...................................................18  9.1  Limitation on Transfer ...........................................................................................18  9.2  Effect of Transfer ...................................................................................................18  9.3  Tolling ....................................................................................................................18  9.4  Restrictive Covenants ............................................................................................18  9.5  Put and Call Option ................................................................................................19  ARTICLE X DISSOLUTION OF COMPANY; LIQUIDATION AND DISTRIBUTION OF ASSETS .......................................................................................................................21  10.1  Events of Dissolution .............................................................................................21  10.2  Liquidation; Winding Up .......................................................................................21  10.3  Survival of Rights, Duties and Obligations ...........................................................22  10.4  Claims of the Members ..........................................................................................22  ARTICLE XI MISCELLANEOUS ...............................................................................................22  11.1  Expenses ................................................................................................................22  11.2  Further Assurances.................................................................................................22  11.3  Notices ...................................................................................................................22  11.4  Amendments; Termination ....................................................................................22  11.5  Severability ............................................................................................................22  11.6  Headings and Captions ..........................................................................................23 

 
iii 11.7  Counterparts ...........................................................................................................23  11.8  GOVERNING LAW ..............................................................................................23  11.9  Jurisdiction .............................................................................................................23  11.10  Entire Agreement; Non-Waiver .............................................................................23  11.11  No Third Party Beneficiaries .................................................................................23  11.12  No Right to Partition ..............................................................................................23  11.13  Investment Representation and Indemnity.............................................................24  Schedule 3.1 Members, Addresses, Membership Interests and Initial Capital Contributions

 
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FERRARA BROS., LLC THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, the “Agreement”) of Ferrara Bros., LLC, a Delaware limited liability company (the “Company”), effective as of April 9, 2015 (the “Effective Date”), is adopted and entered into by and among the Members and the Company. WHEREAS, the Company was formed as a limited liability company under the Act upon the filing of its Certificate of Formation with the Secretary of State of the State of Delaware on March 30, 2015 (the “Certificate of Formation”); WHEREAS, the Company filed a Certificate of Amendment on April 8, 2015 to its Certificate of Formation changing its name from USCF&B Acquisition Co, LLC to Ferrara Bros., LLC; WHEREAS, the Company and its Member previously adopted and entered into that certain Limited Liability Company Agreement, effective as of March 30, 2015 (the “Prior Agreement”); and WHEREAS, the Member desires to amend and restate the Prior Agreement in its entirety and enter into this Agreement for the purpose of governing the affairs of, and the conduct of the business of, the Company; NOW, THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I DEFINITIONS 1.1 Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: “Act” means the Delaware Limited Liability Company Act, as amended from time to time. “Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such Person. The term “control” (including the terms “controlled by” and “under common control with”) as used in this definition means the possession, directly or indirectly (including through one or more intermediaries), of the power or authority to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. The term “Affiliated” shall have a correlative meaning. “Board of Managers” means the Board of Managers provided for in Article V. “Business” means the production, distribution, mining, pumping, hauling, delivering, supplying or sale of ready-mixed concrete together with such other businesses currently operated by, or currently proposed to be operated by, Parent, the Company or any of their respective Subsidiaries or

 
2 Affiliates; and (ii) any similar, related or complementary business or activity related to any of the forgoing that the Company or its Subsidiaries conducts, as may be reasonably modified or expanded by the Board of Managers as set forth herein. “Business Day” means any calendar day that is not a Saturday, Sunday or other calendar day on which banks are required or authorized to be closed in the City of New York. “Capital Contribution” means the contribution made by a Member in accordance with Section 3.1. “Cause” means, with respect to any holder of Incentive Interests, the definition of Cause in such holders’ employment agreement or grant award agreement with the Company or its Subsidiaries; provided, however, the Cause shall also include (i) such holder’s commission of, conviction for, plea of guilty or nolo contendere to a felony or a crime involving moral turpitude, or other material act or omission involving dishonesty or fraud, (ii) such holder’s conduct that results in or is reasonably likely to result in harm to the reputation or business of the Company or any of its Affiliates in any material way, (iii) such holder’s material failure to perform duties as reasonably directed by the Company or its Affiliates or such holder’s material violation of any rule, regulation, policy or plan for the conduct of any service provider to the Company or its Affiliates or its or their business (which, if curable, is not cured within ten (10) days after notice thereof is provided to such holder), (iv) such holder’s gross negligence, willful malfeasance or material act of disloyalty with respect to the Company or its Affiliates (which, if curable, is not cured within ten (10) days after notice thereof is provided to such holder), or (v) such holder’s breach of Article IX and failure to cure such breach following written notice from the Company. “Class A Members” means such Members holding Class A Membership Interests, in their capacity as holders thereof. “Class B Members” means such Members holding Class B Incentive Interests, in their capacity as holders thereof. “Code” means the Internal Revenue Code of 1986, as amended, including any successor provisions and transition rules. “Commission” means the United States Securities and Exchange Commission. “Competitive Activities” shall mean, directly or indirectly (including, without limitation, through one or more Affiliates), owning, establishing, managing, joining, operating, performing, engaging in, participating in, being employed by, controlling, working for, consulting with, rendering services for, doing business with, maintaining any interest in (proprietary, financial or otherwise) or participating in the ownership establishment, management, operation or control of, any Competitive Business in the applicable Restricted Territory. For the purposes of this Agreement, the following activities shall not be deemed to be Competitive Activities: (i) investing in publicly-traded equity securities of a Competitive Business constituting less than five percent (5%) of the outstanding securities of such class, (ii) owning shares or securities in any mutual fund, or (iii) owning less than five percent (5%) of the equity securities of a private equity or other private investment fund that owns a Competitive Business. “Competitive Business” shall mean any Person engaged in the Business. “Designated Event” means any event which the Board of Managers determines is a “Designated Event” under this Agreement, including any actual or potential change of control, any transaction, any financing or refinancing, or any other event requiring or with respect to which it is

 
3 advisable or in the interest of the Company, its Subsidiaries, or its Affiliates for a member of the Parent Group to purchase the Put/Call Interests, in each case, only to the extent such change of control, transaction, financing, refinancing, or other event is affirmatively determined by the Board of Managers to be a “Designated Event” pursuant to this Agreement. “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute thereto, and the rules and regulations of the Commission promulgated thereunder. “GAAP” means United States generally accepted accounting principles in effect from time to time. “Governmental Authority” means the government of any nation, state, city, locality or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing. “Incentive Interests” means the Class B Incentive Interests and any other membership interests designated as incentive interests by the Board of Managers. “Manager” means a natural person or entity serving as a member of the Board of Managers in accordance with this Agreement. “Members” means the Persons who are parties hereto holding Membership Interests as listed on Schedule 3.1; provided, however, that such term shall also include such other Persons who shall become members of the Company in accordance with the terms of this Agreement and pursuant to and in accordance with the Act; provided, further, however, that a Person shall cease to be a Member for purposes of this Agreement at such time as such Person ceases to own any Membership Interests. Holders of Incentive Interests, including the Class B Incentive Interests, shall not be treated as, and shall not have any rights of, Members other than the right to receive distributions, if any, pursuant to Section 3.4 and the obligations applicable to Members in Article IX and Article XI or as otherwise explicitly provided herein or by the Board of Managers. “Parent” means U.S. Concrete, Inc., a Delaware corporation, and its successors and assigns. “Parent Group” means (i) each direct or indirect subsidiary of Parent holding Class A Membership Interests, which shall initially be only USC Atlantic, Inc. and (ii) any other Person holding Class A Membership Interests and designated as a member of the Parent Group by Parent, in each case other than the Company. “Per Class B Incentive Interests Price” means the price per vested Class B Incentive Interest set forth in the applicable grant/award agreement with respect thereto. “Percentage Ownership” means, with respect to any Member, the fraction, expressed as a percentage, the numerator of which is the total number of Membership Interests held by such Member and the denominator of which is the total number of Membership Interests issued and outstanding at the time of determination, excluding, from each of the numerator and the denominator above, any options, warrants, convertible debt obligations, Incentive Interests or similar Securities. “Person” means any individual, corporation, company, voluntary association, partnership, joint venture, limited liability company, trust, estate, unincorporated organization, Governmental

 
4 Authority or other entity and shall include any “group” within the meaning of the regulations promulgated by the Commission under Section 13(d) of the Exchange Act. “Related Person” means (i) any Affiliate of the Company (other than a Subsidiary of the Company) and (ii) any other Person if such other Person and its Affiliates, beneficially own (within the meaning of Rule 13d-3 under the Exchange Act), in the aggregate more than ten percent (10%) of the outstanding Membership Interests. “Restricted Territory” means the United States and any other geographic region in which the Company or its Subsidiaries operate the Business as of any relevant date. “Securities” means “securities” as defined in Section 2(a)(1) of the Securities Act and includes, with respect to any Person, such Person’s capital stock or other equity interests or any options, warrants or other securities that are directly or indirectly convertible into, or exercisable or exchangeable for, such Person’s capital stock. “Securities Act” means the Securities Act of 1933, as amended, or any successor statute thereto, and the rules and regulations of the Commission promulgated thereunder. “Share Purchase Agreement” means that certain Share Purchase Agreement entered into by and among Ferrara Bros. Building Materials Corp., a New York corporation, Ferrara Family Holding Corp., a New York corporation, the Seller’s Representative (as defined therein), and the Company. “Subsidiary” means, with respect to any Person, any other Person, whether incorporated or unincorporated, in which the Company or any one or more of its other Subsidiaries, directly or indirectly, owns or controls: (i) fifty percent (50%) or more of the securities or other ownership interests, including profits, equity or beneficial interests; or (ii) securities or other interests having by their terms ordinary voting power to elect more than fifty percent (50%) of the board of directors or others performing similar functions with respect to such other Person that is not a corporation. “Tax” and “Taxes” means any federal, state, local, or non-U.S. taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. “Transfer” means any, direct or indirect, transfer, sale, assignment, pledge, hypothecation or other disposition of any Membership Interest, whether voluntary or involuntary, or any agreement to transfer, sell, assign, pledge, hypothecate or otherwise dispose of any Membership Interest, including any such transfer, sale, assignment, pledge, hypothecation, disposition by operation of law or otherwise to an heir, successor or assign. The term “Transferred” shall have a correlative meaning. 1.2 Construction; Usage Generally. The definitions in this Article I or the Schedules to this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. All references herein to Articles, Sections and Schedules shall be deemed to be references to Articles and Sections of, and Schedules to, this Agreement unless the context shall otherwise require. All Schedules attached hereto shall be deemed incorporated herein as if set forth in full herein and, unless otherwise defined therein, all terms used in any Schedule shall have the meaning ascribed to such term in this Agreement. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All accounting terms not defined in this Agreement shall have the meanings determined by GAAP. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this

 
5 Agreement. Unless otherwise expressly provided herein, any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates. The language used in this Agreement has been chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party. Any reference in this Agreement to $ shall mean U.S. dollars. In calculating any Member’s ownership of Membership Interests for the purposes of determining whether a Member shall have certain rights under this Agreement, all Membership Interests held by Affiliated Members shall be aggregated for the purposes of such determination; provided, however, that no Membership Interests shall be attributed to more than one Person within any such group of Affiliated Members. 1.3 Cross References to Other Defined Terms. Each capitalized term listed below is defined on the corresponding page of this Agreement: Term Page No. Agreement ...................................................................................................................... 1 Call Notice ................................................................................................................... 20 Call Option ................................................................................................................... 20 Call Option Period ....................................................................................................... 20 Certificate of Formation ................................................................................................. 1 Class A Membership Interests ....................................................................................... 8 Class B Incentive Interests ............................................................................................. 8 Company ........................................................................................................................ 1 Damages....................................................................................................................... 15 Determination Date ...................................................................................................... 19 Effective Date ................................................................................................................ 1 Effective Transfer Time ............................................................................................... 18 Event of Dissolution .................................................................................................... 21 Indemnitee ................................................................................................................... 15 Membership Interest ...................................................................................................... 8 Non-USCR Member .................................................................................................... 18 Notice ........................................................................................................................... 20 Option .......................................................................................................................... 20 Parent Determination Date ........................................................................................... 20 Prior Agreement ............................................................................................................. 1 Protected Person .......................................................................................................... 14 Put Notice .................................................................................................................... 20 Put Option .................................................................................................................... 20 Put Option Period ......................................................................................................... 20 Put/Call Interests .......................................................................................................... 20 Put/Call Option Period ................................................................................................. 20 Put/Call Seller .............................................................................................................. 19 Restricted Employee .................................................................................................... 18 Restricted Member ....................................................................................................... 18

 
6 ARTICLE II THE COMPANY AND ITS BUSINESS 2.1 Formation. The Members hereby agree to continue the Company, which was formed pursuant to the provisions of the Act prior to the execution of this Agreement, and hereby agree that the Company shall be governed by the terms and conditions of this Agreement and, except as otherwise provided herein, the Act. This Agreement shall constitute the “limited liability company agreement” (as that term is used in the Act) of the Company and the Prior Agreement is hereby amended and restated in its entirety by this Agreement. The rights, powers, duties, obligations and liabilities of the Members shall be determined pursuant to the Act and this Agreement. To the extent that the rights, powers, duties, obligations and liabilities of any Member are different by reason of any provision of this Agreement than they would be under the Act in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control. 2.2 Company Name. The name of the Company is “Ferrara Bros., LLC”. The Board of Managers may (without the consent of any Member) change the Company’s name at any time and from time to time in accordance with the provisions of the Act and upon notice to the other Members. 2.3 Effective Date. This Amended and Restated Limited Liability Company Agreement of the Company is entered into, and is effective as of the Effective Date. 2.4 Term. The Company shall continue until dissolved and its affairs wound up in accordance with the Act and the terms of this Agreement. 2.5 Offices. The principal office of the Company shall be established and maintained at 331 N. Main Street, Euless, Texas, 76039, or at such other or additional place or places as the Board of Managers shall determine from time to time. The Company may have other offices at such place or places as the Board of Managers may from time to time designate. 2.6 Registered Office and Registered Agent. The address of the Company’s registered office in the State of Delaware and the name and address of the Company’s registered agent in the State of Delaware shall be c/o Capitol Services, Inc., 1675 S. State Street, Suite B, Dover, Kent County, Delaware 19901. The Board of Managers may designate another registered agent and/or registered office from time to time in accordance with the provisions of the Act and any other applicable laws. 2.7 Filings; Authorized Persons. The Members shall execute and deliver such documents and perform such acts consistent with the terms of this Agreement as may be necessary to comply with the requirements of law for the formation, qualification and operation of a limited liability company, the ownership of property and the conduct of business under the laws of the State of Delaware and each other jurisdiction in which the Company shall own property or conduct business. Lynn Hausner was designated as an “authorized person,” within the meaning of the Act, to execute, deliver and file the Certificate of Formation of the Company, and the execution, delivery and filing of such Certificate of Formation by Lynn Hausner on March 30, 2015 is hereby ratified. 2.8 Purposes. The Company is formed for the purposes of engaging in any lawful acts or activities for which limited liability companies may be organized under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to carry out the purposes for which it is formed, including the powers granted by the Act. 2.9 No Partnership. The Members intend that the Company shall not be a partnership (including a limited partnership) or joint venture, and that no Member, Manager or Officer of the

 
7 Company shall be a partner or joint venturer of any other Member, Manager or Officer of the Company as a result of this Agreement. ARTICLE III CAPITAL CONTRIBUTIONS; DISTRIBUTIONS 3.1 Admission. (a) The Members are set forth on Schedule 3.1. (b) Schedule 3.1 shall be amended by the Board of Managers following any Transfer as provided by Article IX or any issuance of additional Membership Interests in accordance with this Agreement. (c) Each Person designated for admission to the Company as an additional Member in accordance with this Agreement (other than in connection with a Transfer made in accordance with Article IX) shall contribute cash, other property (including securities) or services rendered in the amount and of the type designated by the Board of Managers and Schedule 3.1 shall be amended at the time of such additional Members’ admission as a Member by the Board of Managers to reflect such contribution. 3.2 Additional Capital Contributions. No Member shall be obligated to make an Additional Capital Contribution to the Company. All amounts paid to the Company by a Member as additional equity capital (other than initial Capital Contributions) shall be deemed to be an “Additional Capital Contribution” by such Member for the purposes of this Agreement, and Schedule 3.1 shall be amended at the time of such Additional Capital Contribution. 3.3 No Interest in Company Property. A Member’s Membership Interests shall for all purposes be personal property. A Member has no interest in specific Company property. 3.4 Distributions. No Member shall be entitled to receive any distribution from the Company except as provided in this Agreement. Distributions (whether interim distributions or distributions on liquidation) made after the Effective Date shall be cumulative and shall be made in amounts determined by the Board of Managers to the Members, subject to the restrictions set forth in the Act, as follows: (a) First, to each Class A Member until each such Class A Member has received a total amount equal to its Capital Contributions; and (b) Second, to Members holding Class A Membership Interests, pro rata based upon the aggregate number of Class A Membership Interests; provided, however, that in the event, and solely in the event, that both (i) ninety one (91) days have passed since such time as Parent has received the Put Notice pursuant to Section 9.5 and (ii) Parent Group has breached its obligations to purchase the Class B Incentive Interests pursuant to and subject to the terms of Section 9.5 (in each case, solely to the extent that such breach is continuing, has not been otherwise waived at the time of the distribution, and is not primarily caused by the breach or failure of the Class B Members to perform their obligations pursuant to and subject to the terms of Section 9.5), to Members holding Class A Membership Interests and to Members holding vested Class B Incentive Interests, if any, pro rata based upon the aggregate number of Class A Membership Interests and vested Class B Incentive Interests outstanding at the time of such distribution; provided, further, however, that in no event shall the holders of vested Class B Incentive Interests be entitled to aggregate distributions in excess of the Aggregate Maximum Distribution (as

 
8 defined in the applicable grant/award agreement with respect to such vested Class B Incentive Interests). (c) All distributions, dividends, or redemptions shall be made to or among vested Members holding Class A Membership Interests pro rata in accordance with the Class A Membership Interest held by each Member. All distributions, dividends, or redemptions shall be made to or among Members holding a class of Incentive Interests pro rata in accordance with the vested Incentive Interest of such class held by each Member; provided, however, that, for the avoidance of doubt, no Incentive Interests that have not vested pursuant to their applicable grant/award agreement shall receive any such distributions, dividends or redemptions at any time and no Incentive Interests, whether vested or unvested, shall receive any such distributions, dividends or redemptions nor shall they be entitled to any such distributions, dividends or redemptions unless in accordance with the foregoing or otherwise determined by the Board. Notwithstanding anything to the contrary contained herein, the holders of Incentive Interests, including the holders of Class B Incentive Interests, shall not have any voting rights or any other rights, other than to receive distributions as set forth in this Section 3.4 and the obligations applicable to Members in Article IX and Article XI or as otherwise explicitly provided herein. (d) The Board of Managers shall have the power to determine all matters related to this Section 3.4, including matters necessary or desirable to administer or to determine the amount of any distributions, dividends or redemptions hereunder and, absent bad faith, the determinations of the Board of Managers shall be final and binding on the Company and the Members. ARTICLE IV MEMBERSHIP INTEREST 4.1 Membership Interest. (a) As of the Effective Date, the ownership interests in the Company (each, a “Membership Interest”) are evidenced by two (2) classes of ownership interests, (i) Class A Interests (the “Class A Membership Interests”); and (ii) Class B Interests (“Class B Incentive Interests”), which are intended to be issued as incentive units to employees (or their designated entities to the extent permitted and consented to by the Company) of the Company or its Subsidiaries or Affiliates. (b) The Membership Interests shall be in such amounts as initially set forth on Schedule 3.1 attached to this Agreement. All Class A Membership Interests shall have identical rights in all respects as all other Class A Membership Interests except as otherwise specified in this Agreement. All Class B Incentive Interests shall have identical rights in all respects as all other Class B Incentive Interests except as otherwise specified in this Agreement. The holders of Class B Incentive Interests shall not be treated as, and shall not have any voting or any other rights of, Members other than to receive distributions pursuant to Section 3.4 (but subject to the terms of such Class B Incentive Interests) and the obligations applicable to Members in Article IX and Article XI or as otherwise explicitly provided herein. In additional to the provisions set forth in this Agreement, the Class B Incentive Interests shall be subject to vesting, forfeiture, termination and other provisions to be set forth in this Agreement.

 
9 4.2 Designation of Membership Interest. The Board of Managers shall have the power to designate the ownership interests in the Company into one or more classes and/or series of Membership Interests and to fix for such class or series such voting powers, full or limited, or no voting powers, and such distinctive designations, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated and expressed in the properly approved resolution or resolutions of the Board of Managers providing for such designation, including with respect to Incentive Interests, and such resolution or resolutions of the Board of Managers shall set forth such amendments to this Agreement as shall be necessary or reasonable in the sole judgment of the Board of Managers to effect such resolution and subject to Section 11.4, such amendments shall be binding upon all of the Members of the Company upon a properly adopted resolution by the Board of Managers. 4.3 Issue of Membership Interests; Register; Transfer. Subject to Section 3.2, the Board of Managers may issue Membership Interests from time to time in such portions of the entire interests in the Company as the Board of Managers shall properly approve, either for cash, services, Securities, property or other value, or in exchange for other Membership Interests, and at such price and upon such terms as the Board of Managers may, subject to the terms of this Agreement, determine. The Board of Managers may (a) provide that a register of holders of any or all Membership Interests shall be kept and (b) may appoint one or more transfer agents and one or more registrars, all in accordance with such rules, regulations and procedures as the Board of Managers may determine. 4.4 Certificates. The Company may, upon the direction of the Board of Managers, issue certificates of limited liability company interests evidencing the Membership Interests. Each certificate evidencing any Membership Interest shall bear such appropriate legend indicating the existence of this Agreement and the restrictions on Transfer contained herein and imposed by applicable law. ARTICLE V MANAGEMENT OF THE COMPANY 5.1 Management and Control of the Company. The management, operation and control of the business and affairs of the Company shall be vested exclusively in the Board of Managers, except as otherwise expressly provided for in this Agreement. The Board of Managers shall have full and complete power, authority and discretion for, on behalf of and in the name of the Company, to enter into and perform all contracts and other undertakings that it may deem necessary or advisable to carry out any and all of the objects and purposes of the Company. A Manager acting individually will not have the power to bind the Company. The power and authority of the Board of Managers may be delegated by the Board of Managers to a committee of Managers, to any officer of the Company or to any other Person engaged to act on behalf of the Company. 5.2 Members Shall Not Manage or Control. The Members, other than as they may act by and through the Board of Managers, shall take no part in the management of the business and affairs of the Company and shall transact no business for the Company, in each case, other than as specifically delegated by the Board of Managers. 5.3 Board of Managers. (a) A Board of Managers shall be established and shall consist of such entities or persons designated by the members of the Parent Group holding a majority of the issued and outstanding Class A Membership Interests and shall initially be USC Atlantic, Inc. All or any number of the Managers may be removed at any time, with or without cause, by a vote or consent of the members of the Parent Group holding a majority of the issued and outstanding Class A Membership Interests.

 
10 (b) If at any time a vacancy is created on the Board of Managers by reason of the incapacity, death, removal or resignation of any Manager, the vacancy shall be filled by another individual selected in accordance with Section 5.3(a). Until such vacancy is filled, the vote(s) that would have otherwise been held by the Manager(s) whose incapacity, death, removal or resignation resulted in such vacancy, shall be allocated equally among the Managers then in office. (c) The designation of an individual as a Manager shall not of itself create a right to continued membership on the Board of Managers or employment with the Company. 5.4 Meetings of the Board of Managers. The Board of Managers shall hold regular meetings at least once during each fiscal year at such time and place as shall be determined by the Board of Managers or as the Board of Managers may otherwise deem proper. Special meetings of the Board of Managers may be called at any time by any Manager. Written notice shall be required with respect to any meeting of the Board of Managers. Unless waived by all of the Managers (before, during or after a meeting) or with respect to any Manager at such meeting, prior notice of any regular or special meeting (including reconvening a meeting following any adjournments or postponements thereof) shall be given to each Manager before the occurrence of such meeting. Notice of any meeting need not be given to any Manager who shall submit, either before, during or after such meeting, a signed waiver of notice. Attendance of a Manager at a meeting shall constitute a waiver of notice of such meeting, except when the Manager attends the meeting for the express purpose of objecting at the beginning thereof to the transaction of any business because the meeting is not properly noticed, called or convened. 5.5 Quorum and Voting. (a) No action may be taken by the Board of Managers unless a quorum is present. A quorum shall consist of the presence, in person or by proxy, of a majority of the Managers then in office. (b) The Board of Managers shall act by vote of a majority of the Managers then in office, and each Manager shall have one (1) vote. (c) No Manager shall be disqualified from acting on any matter because such member is interested in the matter to be acted upon by the Board of Managers so long as all material aspects of such matter have been disclosed in reasonable detail to all Managers who are to act on such matter. Each Manager may authorize in writing another natural person or natural persons to vote and act for such member by proxy, and such natural person or natural persons holding such proxy shall be counted towards the determination of whether a quorum of the Board of Managers is present. One natural person may hold more than one proxy and each such proxy held by such natural person shall be counted towards the determination of whether a quorum of the Board of Managers exists. 5.6 Procedural Matters of the Board of Managers. (a) Any action required or permitted to be taken by the Board of Managers (or any committee thereof) may be taken without a meeting, if consented to, in writing or by electronic transmission, by Managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Managers entitled to vote thereon were present and voted. Such consent shall have the same effect as a vote of the Board of Managers.

 
11 (b) The Board of Managers (and each committee thereof) shall cause to be kept a book of minutes of all of its actions by written consent and in which there shall be recorded with respect to each meeting of the Board of Managers (or any committee thereof) the time and place of such meeting, whether regular or special (and if special, how called), the names of those present and the proceedings thereof. (c) Managers may participate in a meeting of the Board of Managers (or any committee thereof) by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear one another, and such participation shall constitute presence in person at such meeting. (d) At each meeting of the Board of Managers, the Chairman shall preside and, in his or her absence, Managers holding a majority of the votes present may appoint any member of the Board of Managers to preside at such meeting. The secretary (or such other person as shall be designated by the Board Managers) shall act as secretary at each meeting of the Board of Managers. In case the secretary shall be absent from any meeting of the Board of Managers, an assistant secretary shall perform the duties of secretary at such meeting or the person presiding at the meeting may appoint any person to act as secretary of the meeting. (e) The Board of Managers may designate one or more committees to take any action that may be taken hereunder by the Board of Managers, which committees shall take actions under such procedures (not inconsistent with this Agreement) as shall be designated by it; provided, however, that, unless otherwise unanimously agreed by the Board of Managers, any such committee of the Board of Managers shall have the same relative composition as the Board of Managers. 5.7 Officers. (a) All officers of the Company shall have such authority and perform such duties as may be provided in this Agreement or, to the extent not so provided, by resolution passed by the Board of Managers. The officers shall be appointed by the Board of Managers. Each officer shall be a natural person eighteen years of age or older. One person may hold more than one office. In all cases where the duties of any officer, agent, or employee are not prescribed by this Agreement, such officer, agent or employee shall follow the orders and instructions of the Chairman of the Board of Managers unless otherwise directed by the Board of Managers. The officers, to the extent of their powers as set forth in this Agreement or as delegated to them by the Board of Managers, are agents of the Company and the actions of the officers taken in accordance with such powers shall bind the Company. 5.8 Terms of Office; Resignation; Removal. (a) Each officer shall hold office until he or she is removed in accordance with clause (c) below or his or her earlier death, disability or resignation. Any vacancy occurring in any of the officers of the Company, for any reason, shall be filled by action of the Board of Managers. (b) Any officer may resign at any time by giving written notice to the Board of Managers. Such resignation shall take effect at the time specified in such notice or, if the time be not specified, upon receipt thereof by the Board of Managers. Unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective. (c) Each officer shall be subject to removal by the Board of Managers.

 
12 5.9 Compensation. The compensation and terms of employment of all of the officers shall be determined by the Board of Managers. 5.10 Subsidiaries. The Board will determine the composition of the board of managers or similar bodies of the Company’s Subsidiaries, which need not be identical to the Board of the Company, and may appoint officers of the Company’s Subsidiaries. ARTICLE VI MEMBERS AND MEETINGS 6.1 Members. The name, address, class and number and type of Membership Interests of each Member are set forth on Schedule 3.1 hereto. Such schedule shall be amended from time to time to reflect the admission of new Members, Additional Capital Contributions of the Members, and the Transfer of Membership Interests, each as permitted by the terms of this Agreement. Each update to Schedule 3.1 shall be identified in sequence and dated as of the date of such update as follows: Schedule 3.1(A) (dated April 9, 2015), Schedule 3.1(B) (dated April 14, 2015), Schedule 3.1(C) (dated [•]), etc. 6.2 Admission of New Members. New Members may be admitted (i) by the Board of Managers or (ii) in accordance with the transfer provisions contained in Article IX. Each new Member, prior to being admitted, shall represent and warrant to the Company that such new member is acquiring the Membership Interests solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof, that such new Member acknowledges that the Membership Interests are not registered under the Securities Act, and that the Membership Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable, and otherwise in accordance with this Agreement and make such other representations as the Company shall deem necessary or appropriate. 6.3 Resignation. A Member may not resign or withdraw from the Company prior to the dissolution and winding up of the Company. 6.4 Power of Members. The Members shall have the power to exercise any and all rights or powers granted to Members pursuant to the express terms of this Agreement and the Act. The Members shall elect the Board of Managers in accordance with Section 5.3. Except as otherwise specifically provided by this Agreement or required by the Act, no Member shall have the power to act for or on behalf of, or to bind, the Company. All Members shall constitute one class or group of members for purposes of the Act. 6.5 Meetings of Members. Meetings of the Members shall be called by the Board of Managers. The Members may vote, approve a matter or take any action by vote of the Members at a meeting, in person or by proxy, or without a meeting by written consent of the Members pursuant to Section 6.11. 6.6 Place of Meetings. The Board of Managers or a duly authorized committee thereof may designate any place, either within or outside of the State of Delaware, as the place of meeting for any annual meeting or for any special meeting of the Members. If no designation is made, the place of meeting shall be the principal executive offices of the Company. Members may participate in a meeting by means of a conference telephone or electronic media by means of which all persons participating in the meeting can communicate concurrently with each other, and any such participation in a meeting shall constitute presence in person of such Member at such meeting. 6.7 Notice of Members’ Meetings.

 
13 (a) In connection with the calling of any meeting of the Members, the Board of Managers may set a record date for determining the Members entitled to vote at such meeting. Written notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose for which the meeting is called shall be delivered not less than three (3) days nor more than fifty (50) days before the date of the meeting, either personally, by facsimile or by mail, by or at the direction of any Manager calling the meeting to each Member entitled to vote at such meeting. (b) Notice to Members shall be given in accordance with Section 11.3. (c) When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Company may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each Member entitled to vote at the meeting. 6.8 Waiver of Notice. (a) When any notice is required to be given to any Member of the Company under the provisions of this Agreement, a waiver thereof in writing signed by the Person entitled to such notice, whether before, at, or after the time stated therein, shall be equivalent to the giving of such notice. (b) By attending a meeting, a Member: (i) waives objection to lack of notice or defective notice of such meeting unless the Member, at the beginning of the meeting, objects to the holding of the meeting or the transacting of business at the meeting; and (ii) waives objection to consideration at such meeting of a particular matter not within the purpose or purposes described in the meeting notice unless the Member objects to considering the matter when it is presented. 6.9 Voting. Each holder of Class A Membership Interests shall be entitled to one (1) vote for each Class A Membership Interest owned by such holder, except as expressly provided otherwise in this Agreement. Incentive Interests and Class B Incentive Interests (if and when issued) shall not be entitled to vote. Holders of Incentive Interests, including holders of Class B Incentive Interests, shall have no voting rights whatsoever. 6.10 Quorum; Vote Required. The presence at a meeting, in person or by proxy, of Members owning a majority of the outstanding Class A Membership Interests entitled to vote on the subject matter of the meeting at the time of the action taken constitutes a quorum for the transaction of business required. When a quorum is present, the affirmative vote, in person or by proxy, of Members owning a majority of the Class A Membership Interests entitled to vote on the subject matter shall be the act of the Members, unless the vote of a greater proportion or number or voting by classes is required by the Act or by this Agreement. If a quorum is not represented at any meeting of the Members, such meeting may be adjourned to a period not to exceed sixty (60) days at any one adjournment. 6.11 Action by Written Consent of Members. Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting if Members holding not less than the minimum number of Class A Membership Interests that would be necessary to approve the action

 
14 pursuant to the terms of this Agreement, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Members. In no instance where action is authorized by written consent shall a meeting of Members be required to be called or notice required to be given; provided, however, a copy of the action taken by written consent shall be with the records of the Company. Reasonably prompt notice of the taking of any action taken without a meeting by less than unanimous written consent shall be given to those Members who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of Members to take the action were obtained; provided, however, that the effectiveness of such action is not dependent on the giving of such notice. Written consent by the Members pursuant to this Section 6.11 shall have the same force and effect as a vote of such Members taken at a duly held meeting of the Members and may be stated as such in any document. 6.12 Voting by Ballot. Voting on any question or in any election may be by voice vote unless the presiding officer shall order or any Member shall demand that voting be by ballot. 6.13 No Cumulative Voting. No Member shall be entitled to cumulative voting in any circumstance. ARTICLE VII EXCULPATION; INDEMNIFICATION; LIABILITY; OPPORTUNITY 7.1 Exculpation. (a) No Manager, officer or Member, in any way, guarantees the return of any Members’ capital contributions or a profit for the Members from the operations of the Company. To the fullest extent permitted by Section 18-1101 of the Act, none of the Members, Managers, any of their respective Affiliates, nor any of their respective officers, directors, employees, partners, members, representatives or equityholders (each, a “Protected Person”) will be liable to the Company or any Member for any loss or damage sustained by the Company or any Member except as specifically provided to the contrary in the immediately following sentence. None of the Protected Persons shall be liable to the Company or its Members for any loss or damage resulting from any act or omission taken or suffered by such Protected Person in connection with the conduct of the affairs of the Company or otherwise in connection with this Agreement or the matters contemplated hereby, unless such loss or damage is incurred by reason of such Protected Person’s acts or omissions that constitute a bad faith violation of the implied contractual covenant of good faith and fair dealing. Any Protected Person or officer may consult with legal counsel, accountants, advisors or other similar persons with respect to the Company’s affairs and shall be fully protected and justified in any action or inaction that is taken or omitted in good faith, in reliance upon and in accord with the opinion or advice of such persons; provided, however, such legal counsel, accountants, advisors or other similar persons shall have been selected in good faith. The preceding sentence shall in no way limit any Person’s right to rely on information to the extent provided in Section 18-406 of the Act. (b) None of the Members, by reason of their execution of this Agreement or their status as Members or equity holders of the Company shall be responsible or liable for any indebtedness, liability or obligation of any other Member incurred either before or after the execution of this Agreement.

 
15 7.2 Indemnification. (a) To the fullest extent permitted under the Act and applicable law, the Company shall indemnify and hold harmless each of the Protected Persons (each, an “Indemnitee”) from and against any and all claims, liabilities, damages, losses, costs and expenses (including amounts paid in satisfaction of judgments, in compromises and settlements, as fines and penalties and legal or other costs and reasonable expenses of investigating or defending against any claim or alleged claim) of any nature whatsoever, known or unknown, liquidated or unliquidated (collectively, “Damages ”), that are incurred by any Indemnitee, and arise out of, are related to, or are in connection with (i) the affairs or operations of the Company or the performance by such Indemnitee of any of the Indemnitee’s responsibilities hereunder, (ii) the service at the request of the Company by such Indemnitee as a partner, member, manager, director, officer, trustee, employee or agent of any other Person; provided, however, that the Indemnitee acted in good faith and in a manner such Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such Indemnitee’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which such Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such Indemnitee’s conduct was unlawful. The indemnification obligations of the Company pursuant to this Section 7.2 shall be satisfied from and limited to the Company’s assets and no Member shall have any personal liability on account thereof. (b) The Company shall pay reasonable, documented expenses incurred by any Indemnitee in defending any action, suit or proceeding described in subsection (a) of this Section 7.2 in advance of the final disposition of such action, suit or proceeding, as such Damages are incurred; provided, however, that any such advance shall only be made if such Indemnitee provides written affirmation to repay such advance if it shall ultimately be determined by a court of competent jurisdiction that such Indemnitee is not entitled to be indemnified by the Company pursuant to this Section 7.2. (c) Without limiting Section 7.2(c), the indemnification provided by this Section 7.2 shall not be deemed exclusive of any other rights to indemnification to which those seeking indemnification may be entitled under any agreement, determination of the Board of Managers or otherwise. The rights to indemnification and reimbursement or advancement of expenses provided by, or granted pursuant to, this Section 7.2 shall continue as to an Indemnitee who has ceased to be a Member, Manager or officer (or other Person indemnified hereunder) and shall inure to the benefit of the successors, executors, administrators, legatees and distributees of such Person. (d) The provisions of this Section 7.2 shall be a contract between the Company, on the one hand, and each Indemnitee who served at any time while this Section 7.2 is in effect in any capacity entitling such Indemnitee to indemnification hereunder, on the other hand, pursuant to which the Company and each such Indemnitee intend to be legally bound. No repeal or modification of this Section 7.2 shall affect any rights or obligations with respect to any state of facts then or theretofore existing or thereafter arising or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon such state of facts. (e) The Company may enter into indemnity contracts with Indemnitees and adopt written procedures pursuant to which arrangements are made for the advancement of expenses

 
16 and the funding of obligations under this Section 7.2 hereof and containing such other procedures regarding indemnification as are appropriate. For the avoidance of doubt, each of the Managers shall be entitled to receive indemnity contracts with the Company on terms no less favorable than any other indemnity contract entered into between the Company (or any of its Subsidiaries) and any other Manager. 7.3 Liability; Duties. (a) No Member, Manager or officer of the Company shall be personally liable for any indebtedness, liability or obligation of the Company, except as specifically provided for in this Agreement or required pursuant to the Act or any other applicable law. To the fullest extent permitted by Section 18-1101 of the Act, each Member agrees that any fiduciary or other duties imposed under Delaware law (including the duty of loyalty and the duty of care) on the Managers are hereby eliminated, except to the extent specifically set forth in this Agreement. (b) Any duties (including fiduciary duties) of a Member (but not the duties of the officers of the Company, in their capacity as such) that would otherwise apply at law or in equity (including the duty of loyalty and the duty of care) are hereby waived and eliminated to the fullest extent permitted under Delaware law and any other applicable law; provided, however, that (i) the foregoing shall not eliminate the obligation of each Member to act in compliance with the express terms of this Agreement and (ii) the foregoing shall not be deemed to eliminate the implied contractual covenant of good faith and fair dealing. In furtherance of the foregoing (but subject to the provisos in the foregoing), when any Member (but not the officers of the Company, in their capacity as such) takes any action under this Agreement to give or withhold its consent or approval, such Member shall have no duty (fiduciary or other) to consider the interests of the Company, its Subsidiaries or the other Members, and may act exclusively in its own interest. (c) The officers of the Company, in their capacity as such, shall owe the same duties (including fiduciary duties) to the Company and the Members as the duties that officers of a Delaware corporation owe to such corporation and its stockholders. (d) The Members acknowledge and agree that the foregoing is intended to comply with the provisions of the Act (including Section 18-1101 of the Act) permitting members and managers of a limited liability company to eliminate fiduciary duties to the fullest extent permitted under the Act. 7.4 Insurance. The Company shall purchase and maintain insurance, on behalf of such Indemnitees, and may purchase and maintain insurance on behalf of the Company, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company or such Indemnitees, and in such amounts, as the Board of Managers reasonably determines are customary for similarly-situated businesses such as the Company and its Subsidiaries, regardless of whether the Company would have the power to indemnify such Person against such liability under the provisions of this Agreement. 7.5 Limited Liability Company Opportunity. (a) Each Member acknowledges and affirms that the other Members may have, and may continue to, participate, directly or indirectly, in investments in assets and businesses which are, or will be, suitable for the Company or competitive with the Company’s business. (b) Each Member, individually and on behalf of the Company, expressly (i) waives any conflicts of interest or potential conflicts of interest that exist or arise as a result of any such

 
17 investments and agrees that no Member, Manager nor any of their respective representatives shall have liability to any Member or any Affiliate thereof, or the Company with respect to such conflicts of interest or potential conflicts of interest, (ii) acknowledges and agrees that no Member nor any of their respective representatives (including any Manager) will have any duty to disclose to the Company or any other Member any such business opportunities, whether or not competitive with the Company’s business and whether or not the Company might be interested in such business opportunity for itself (except to the extent that such representative is an officer, consultant or employee of the Company or its Subsidiaries, excluding the Chairman of the Board that is not otherwise an employee, consultant or officer of the Company), (iii) agrees that the terms of this Section 7.5 to the extent that they modify or limit a duty or other obligation (including fiduciary duties), if any, that a Member may have to the Company or any other Member under the Act or other applicable law, rule or regulation, are reasonable in form, scope and content; and (iv) waives to the fullest extent permitted by the Act any duty or other obligation, if any, that a Member may have to the Company or another Member, pursuant to the Act or any other applicable law, rule or regulation, to the extent necessary to give effect to the terms of this Section 7.5. ARTICLE VIII ACCOUNTING; FINANCIAL AND TAX MATTERS 8.1 Books and Records; Reports. (a) The books of the Company will be maintained at the offices of the Company’s primary outside legal counsel. (b) The Board of Managers shall maintain or cause to be maintained a system of accounting established and administered in accordance with the accrual method of accounting or as shall be required by GAAP, and shall set aside on the books of the Company or otherwise record all such proper reserves pursuant to the accrual method of accounting or as shall be required by GAAP. (c) As soon as reasonably practicable after the close of each fiscal year of the Company, but in any event with respect to the first fiscal year following the Effective Date, not later than one hundred and eighty (180) days and for any subsequent fiscal year not later than one hundred twenty (120) days after the end of each fiscal year of the Company, as applicable, the Company shall provide to each Member a copy of the balance sheet and income statement of the Company, all as customarily prepared by the Company and in reasonable detail. (d) In no event shall any financial information required to be furnished pursuant to Sections 8.1(c) be required to be audited or to include any information required by, or to be prepared or approved in accordance with, or otherwise be subject to, any provision of Section 404 of the Sarbanes-Oxley Act of 2002 or any rules, regulations, or accounting guidance adopted pursuant to that section. 8.2 Fiscal Year; Taxable Year. The fiscal year of the Company for financial accounting purposes shall end on December 31. The taxable year of the Company for federal, state and local income Tax purposes shall end on December 31 unless another date is required by the Code. 8.3 Bank and Investment Accounts. All funds of the Company shall be deposited in its name, or in such name as may be designated by the Board of Managers, in such checking, savings or other accounts, or held in its name in the form of such other investments, as shall be designated by the Board of Managers. All withdrawals of such deposits or liquidations of such investments by the

 
18 Company shall be made exclusively upon the signature or signatures of such officer or officers of the Company as the Board of Managers may designate. 8.4 Tax Election. The Company shall be taxed as a partnership for federal and state Tax purposes. ARTICLE IX TRANSFERS OF MEMBERSHIP INTERESTS 9.1 Limitation on Transfer. (a) No Incentive Interests, including any Class B Incentive Interests shall be transferrable, whether directly or indirectly (including as a result of a Transfer of equity, debt, or other interests in the Member directly or indirectly), unless authorized by the Board of Managers and any attempt to Transfer any Class B Incentive Interests or any Incentive Interests otherwise shall be null and void ab initio and the Company shall not register or effect any such Transfer. (b) The Board of Managers shall have the power to determine all matters related to this Section 9.1, including matters necessary or desirable to administer or to determine compliance with this Section 9.1 and, absent actual fraud, bad faith, or manifest error, the determinations of the Board of Managers shall be final and binding on the Company and the Members and any proposed transferee. 9.2 Effect of Transfer. Upon the close of business on the effective date of any Transfer of Membership Interests (the “Effective Transfer Time”) in accordance with the provisions of this Agreement, (a) the Transferee shall be admitted as a Member (if not already a Member) and for purposes of this Agreement such transferee shall be deemed a Member, and (b) the Transferred Membership Interests shall continue to be subject to all the provisions of this Agreement. Unless the transferor and Transferee otherwise agree in writing, and give written notice of such agreement to the Company at least seven (7) days prior to such Effective Transfer Time, all distributions declared to be payable to the transferor at or prior to such Effective Transfer Time shall be made to the transferor. No Transfer shall relieve the transferor (or any of its Affiliates) of any of their obligations or liabilities under this Agreement arising prior to the closing of the consummation of such Transfer. 9.3 Tolling. All time periods specified in this Article IX are subject to reasonable extension for the purpose of complying with requirements of law or regulation as determined by the Board of Managers. 9.4 Restrictive Covenants. (a) Each Member who is not a Subsidiary of or Affiliate of Parent (the “Non-USCR Member”), and each holder of Incentive Interests, including each holder of Class B Incentive Interests (each, a “Restricted Member”), shall not, and shall cause its Subsidiaries, Affiliates, shareholders, members, managers, directors, employees not to, directly or indirectly, (i) engage in any Competitive Activities; (ii) cause, solicit, induce or encourage any employee or consultant employed or engaged by the Company or any of its Subsidiaries or Affiliates (each, a “Restricted Employee”) to leave such employment or engagement or to apply for or accept employment (or otherwise become engaged with) with any Person (other than the Company or any of its Subsidiaries or Affiliates); (iii) cause, solicit, induce or encourage any current, former (with which the Company or any of its Subsidiaries or Affiliates has done business in the twelve (12) months preceding the date hereof) or prospective client, customer, supplier, or licensor of the Company or any of its Subsidiaries or Affiliates or any other Person who has a business

 
19 relationship with the Company or any of its Subsidiaries or Affiliates, to terminate or modify any such current or prospective relationship or to interfere with any such current or prospective relationship; or (iv) solicit for business or transact business in any way relating to the Business, with any current, former (with which the Company or any of its Subsidiaries or Affiliates has done business in the twelve (12) months preceding the Closing Date) or prospective client, customer, supplier, or licensor of the Company or any of its Subsidiaries or Affiliates. The covenant in this Section 9.4(a) shall terminate on February 28, 2022. (b) The covenants and undertakings contained in this Section 9.4 relate to matters which are of a special, unique and extraordinary character, and each Restricted Member acknowledges and agrees that a violation of any of the terms of this Section 9.4 will cause irreparable harm to the Company and any of its Subsidiaries or Affiliates, the amount of which will be impossible to estimate or determine and which cannot be adequately compensated. Accordingly, each Restricted Member acknowledges and agrees that the remedy at law for any breach of this Section 9.4 will be inadequate. Therefore, each Restricted Member acknowledges and agrees that the Company and any of its Subsidiaries or Affiliates will be entitled to an injunction, restraining order or other equitable relief from any court of competent jurisdiction in the event of any breach or threatened breach of this Section 9.4 without the necessity of proving actual damages or posting any bond whatsoever. The rights and remedies provided by this Section 9.4 are cumulative and in addition to any other rights and remedies that the Company or any of its Subsidiaries or Affiliates may have hereunder or at law or in equity. (c) Each Restricted Member represents to the Company and its Subsidiaries and Affiliates that it is willing and able to engage in businesses that are not restricted pursuant to this Section 9.4 and that enforcement of the restrictive covenants set forth in this Section 9.4 will not be unduly burdensome to such Restricted Member. Each Restricted Member acknowledges and agrees that the restrictive covenants and remedies set forth in this Section 9.4 are reasonable as to time, geographic area and scope of activity and do not impose a greater restraint than is necessary to protect the goodwill and legitimate business interests of the Company and its Subsidiaries and Affiliates. (d) Notwithstanding anything contained in this Agreement, if the restrictive covenants set forth in this Section 9.4 are found by a court of competent jurisdiction to contain limitations as to time, geographic area or scope of activity that are not reasonable or not necessary to protect the goodwill or legitimate business interests of the Company and its Subsidiaries and Affiliates, then such court is hereby authorized and directed to reform such provisions to the minimum extent necessary to cause the limitations contained in this Section 9.4 as to time, geographical area and scope of activity to be reasonable and to impose a restraint that is not greater than necessary to protect the goodwill and legitimate business interests of the Company and its Subsidiaries and Affiliates. (e) The existence of any claim or cause of action by any Restricted Member against the Company or any of its Subsidiaries or Affiliates, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the restrictive covenants contained in this Section 9.4 or preclude injunctive relief. 9.5 Put and Call Option. (a) Upon the determination of the Final Performance Amount for an applicable Measurement Period (such date, the “Determination Date”), each Class B Member (as applicable, the “Put/Call Seller”) shall have the right to require the Parent or USC Atlantic, Inc. to purchase, any then vested Class B Incentive Interests (but in no event any unvested Class B Incentive Interests) held by such

 
20 Put/Call Seller (such right to require Parent or USC Atlantic, Inc. to purchase, the “Put Option”) by providing written notice of its intention to exercise such Put Option (such notice, the “Put Notice”) for a purchase price per vested Class B Incentive Interest equal to the Per Class B Incentive Interests Price. On the one (1) year anniversary of the Determination Date or upon a Designated Event (such date, the “Parent Determination Date”), any member of the Parent Group shall have the right to require each Class B Member to sell to the Parent Group or its designee any vested Class B Incentive Interests (but in no event any unvested Class B Incentive Interests) held by such Put/Call Seller (such right to require such Put/Call Seller to sell, the “Call Option” and, together with the Put Option, the “Option”) by providing written notice of its intention to exercise such Call Option (such notice, the “Call Notice” and, together with the Put Notice, the “Notice”) for a purchase price per vested Class B Incentive Interest equal to the Per Class B Incentive Interests Price. The vested Class B Incentive Interests subject to the Option are referred to herein as the “Put/Call Interests”. (b) In the event that (i) the Put/Call Seller wishes to exercise the Put Option, the Put/Call Seller shall give the Notice in writing to the Parent and the Company of its intention to sell the Put/Call Interests pursuant to the Put Option within eighty (180) days after the applicable Determination Date with respect to the Measurement Period (the “Put Option Period”) or (ii) the Parent Group wishes to exercise the Call Option, the Parent Group shall give the Notice in writing to the applicable Put/Call Seller (or their respective authorized representative, executor, conservator or personal representative) and the Company of its intention to purchase the Put/Call Interests pursuant to the Call Option within one hundred eighty (180) days after the applicable Parent Determination Date with respect to the Measurement Period (the “Call Option Period” and, together with the Put Option Period, the “Put/Call Option Period ”). If no Notice is given within the Put/Call Option Period, the Option shall terminate with respect to such Put/Call Interests. The closing of the purchase and sale pursuant to the Option shall take place on a date reasonably designated by the Company within ninety (90) days after the end of the Put/Call Option Period; provided, however, that if the Board of Managers determines an earlier date is required for the closing, such closing shall occur at such earlier date. At such closing, the applicable Put/Call Seller shall deliver to the purchasing member of the Parent Group certificates or instruments, if any, evidencing the Put/Call Interests, duly endorsed (or accompanied by duly executed assignments) and otherwise in good form for delivery and free and clear of all liens other than as provided for in this Agreement, and the purchasing member of the Parent Group shall pay the Put/Call Purchase Price in cash (by wire transfer of immediately available funds or by certified or cashier’s check). The purchasing member of the Parent Group will be entitled to require each Put/Call Seller to provide representations and warranties regarding (1) its power, authority and legal capacity to enter into such sale, (2) valid right, title and interest in such Put/Call Interests and record and beneficial ownership of such Put/Call Interests, and (3) the absence of any liens on such Put/Call Interests. To the extent a Put/Call Seller fails to deliver all of such Put/Call Interests in accordance with the terms hereof, the Parent Group may, at its option, in addition to all other remedies it may have, require the Company to: (1) cancel on its books the Call Interests registered in the name of such Put/Call Seller and (2) issue to the purchasing member of the Parent Group, in lieu of such Put/Call Interests, Class B Incentive Interests registered in the purchasing member of the Parent Group’s name, and all of the Put/Call Seller’s right, title, and interest in and to such Put/Call Interests shall terminate in all respects. (c) The rights of the Parent Group under Section 9.5 may be assigned or transferred in whole or in part to any Subsidiary or Affiliate of the Parent (other than the Company), without any consent or other action on the part of any Member; provided, however, that nothing herein shall release Parent of its obligations hereunder; provided, further, however, that in no event shall any Class B Member be permitted to assign or otherwise Transfer, directly or indirectly (including by the sale of equity, by merger, or by operation of law) its rights hereunder and any attempted assignment shall be null and void ab initio.

 
21 ARTICLE X DISSOLUTION OF COMPANY; LIQUIDATION AND DISTRIBUTION OF ASSETS 10.1 Events of Dissolution. This Section 10.1 sets forth the exclusive events which will cause the dissolution of the Company. The provisions of Section 18-801 of the Act that apply unless the limited liability company agreement otherwise provides shall not become operative. The Company shall be dissolved upon any of the following events (each, an “Event of Dissolution”): (a) The Board of Managers shall elect to dissolve the Company; or (b) A dissolution is required under Section 18-801(a)(4) of the Act or there is entered a decree of judicial dissolution under Section 18-802 of the Act. 10.2 Liquidation; Winding Up. Upon the occurrence of an Event of Dissolution, the Board of Managers shall wind up the affairs of the Company in accordance with the Act and shall supervise the liquidation of the assets and property of the Company and, except as hereinafter provided, shall have full, complete and absolute discretion in the mode, method, manner and timing of effecting such liquidation. The Board of Managers shall have absolute discretion in determining whether to sell or otherwise dispose of Company assets or to distribute the same in kind. The Board of Managers shall liquidate and wind up the affairs of the Company as follows: (a) The Board of Managers shall prepare (or cause to be prepared) a balance sheet of the Company in accordance with GAAP as of the date of dissolution. (b) The assets, properties and business of the Company shall be liquidated by the Board of Managers in an orderly and businesslike manner so as not to involve undue sacrifice. Notwithstanding the foregoing, if it is determined by the Board of Managers not to sell all or any portion of the properties and assets of the Company, such properties and assets shall be distributed in kind in the order of priority set forth in subsection (c); provided, however, that the fair market value of such properties and assets (as determined by the Board of Managers in good faith, which determination shall be binding and conclusive) shall be used in determining the extent and amount of a distribution in kind of such properties and assets in lieu of actual cash proceeds of any sale or other disposition thereof. (c) The proceeds of the sale of all or substantially all of the properties and assets of the Company and all other properties and assets of the Company not sold, as provided in subsection (b) above, and valued at the fair market value thereof as provided in such subsection (b), shall be applied and distributed in one or more installments as follows, and in the following order of priority: (i) First, to the payment of all debts and liabilities of the Company and the expenses of liquidation not otherwise adequately provided for and the setting up of any reserves that are reasonably necessary for any contingent, conditional or unmatured liabilities or obligations of the Company or of the Members arising out of, or in connection with, the Company; (ii) Second, to each Class A Member until each such Class A Member has received a total amount equal to its Capital Contributions; and (iii) Third, the remaining proceeds to the Members in accordance with the applicable provisions of Section 3.4.

 
22 (d) A certificate of cancellation, as required by the Act, shall be filed by the Board of Managers. 10.3 Survival of Rights, Duties and Obligations. Termination, dissolution, liquidation or winding up of the Company for any reason shall not release any party from liability which at the time of such termination, dissolution, liquidation or winding up already had accrued to any other party or which thereafter may accrue with respect to any act or omission prior to such termination, dissolution, liquidation or winding up. 10.4 Claims of the Members. Members and former Members shall look solely to the Company’s assets for the return of their contributions to the Company, and if the assets of the Company remaining after payment of or due provision for all debts, liabilities and obligations of the Company are insufficient to return such contributions, the Members and former Members shall have no recourse against the Company or any other Member. ARTICLE XI MISCELLANEOUS 11.1 Expenses. Unless otherwise provided herein, the Company shall bear all of the expenses incurred by the Company in connection with the preparation, execution and performance of this Agreement and, the transactions contemplated hereby, including all fees and expenses of agents, counsel and accountants. 11.2 Further Assurances. Each party to this Agreement agrees to execute, acknowledge, deliver, file and record such further certificates, amendments, instruments and documents, and to do all such other acts and things, as may be required by law or as, in the opinion of the Board of Managers, may be necessary or advisable to carry out the intent and purposes of this Agreement. 11.3 Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing, and shall be deemed given and received (a) when transmitted by facsimile or electronic mail or personally delivered on a Business Day during normal business hours, (b) on the Business Day following the date of dispatch by overnight courier, or (c) on the third Business Day following the date of mailing by registered or certified mail, return receipt requested, in each case, addressed to the Company or the Board of Managers at the address of the principal office of the Company set forth in Section 2.5, or to a Member at such Members’ address shown on Schedule 3.1, or in any such case to such other address as the Company or any party hereto shall have last designated to the Company and the Members by notice given in accordance with this Section 11.3. 11.4 Amendments; Termination. Except as otherwise expressly provided herein, this Agreement and the Certificate of Formation may not be modified, amended or restated, and provisions hereof may not be waived without the approval of the Members holding a majority of the then outstanding Class A Membership Interests on a fully-diluted basis, provided, however, that (a) any amendment, modification or waiver of Sections 9.4 or 9.5 shall not be effective with respect to the Class B Members without the consent of the Members holdings a majority of the issued and outstanding Class B Incentive Interests (including, to the extent then a Member, 2G FB LLC) and (b) the Company shall automatically amend Schedule 3.1 hereto without the consent of the Members and distribute such amended Schedule 3.1 to each of the Members upon any change in any Member’s information thereon. Any waiver of any provision of this Agreement requested by any party hereto must be in writing by the party granting such waiver. 11.5 Severability. Each provision of this Agreement shall be considered severable and if for any reason any provision which is not essential to the effectuation of the basic purposes of this Agreement

 
23 is determined by a court of competent jurisdiction to be invalid, unenforceable or contrary to the Act or existing or future applicable law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those provisions of this Agreement which are valid, enforceable and legal. In that case, this Agreement shall be construed so as to limit any term or provision so as to make it valid, enforceable and legal within the requirements of any applicable law, and in the event such term or provision cannot be so limited, this Agreement shall be construed to omit such invalid, unenforceable or illegal provisions. 11.6 Headings and Captions. All headings and captions contained in this Agreement and the table of contents hereto are inserted for convenience only and shall not be deemed a part of this Agreement. The Annexes are considered a part of this Agreement. 11.7 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one and the same agreement. Facsimile counterpart signatures to this Agreement shall be binding and enforceable. 11.8 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO THE RULES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY). 11.9 Jurisdiction. The parties hereby agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby, whether in contract, tort or otherwise, shall be brought in the United States District Court for the District of Delaware or in the Court of Chancery of the State of Delaware (or, if such court lacks subject matter jurisdiction, in the Court of Chancery of the State of Delaware), so long as one of such courts shall have subject-matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of Delaware. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Service of process, summons, notice or other document by registered mail to the address designated in Section 11.3 shall be effective service of process for any suit, action or other proceeding brought in any such court. 11.10 Entire Agreement; Non-Waiver. This Agreement supersedes all prior agreements between the parties with respect to the subject matter hereof and contains the entire agreement between the parties with respect to such subject matter. No delay on the part of any party in exercising any right hereunder shall operate as a waiver thereof, nor shall any waiver, express or implied, by any party of any right hereunder or of any failure to perform or breach hereof by any other party constitute or be deemed a waiver of any other right hereunder or of any other failure to perform or breach hereof by the same or any other Member, whether of a similar or dissimilar nature. 11.11 No Third Party Beneficiaries. Nothing contained in this Agreement (other than the provisions of Article VII hereof), express or implied, is intended to or shall confer upon anyone other than the parties (and their successors and permitted assigns) and the Company any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. 11.12 No Right to Partition. The Members, on behalf of themselves and their successors and assigns, if any, hereby specifically renounce, waive and forfeit all rights, whether arising under contract

 
24 or statute or by operation of law, except as otherwise expressly provided in this Agreement, to seek, bring or maintain any action in any court of law or equity for partition of the Company or any asset of the Company, or any Membership Interest which is considered to be Company property, regardless of the manner in which title to such property may be held. 11.13 Investment Representation and Indemnity. Each Member, by execution of this Agreement, (a) represents to each other Member and to the Company that such Member is acquiring a Membership Interest in the Company for the purpose of investment for such Members’ own account, with the intent of holding such Membership Interest for investment and without the intent of participating directly or indirectly in any sale or distribution thereof in a manner that would violate the Securities Act, (b) acknowledges that such Member must bear the economic risk of loss of such Members’ capital contributions to the Company because this Agreement contains substantial restrictions on Transfer and because the Membership Interests in the Company have not been registered under applicable United States federal and state securities laws (it being understood that the Company shall be under no obligation so to register such Membership Interests in the Company) and cannot be Transferred unless registered under such securities laws or an exemption therefrom is available, and (c) agrees to indemnify each other Member and the Company from any loss, damage, liability, claims and expenses (including reasonable attorneys’ fees and expenses) incurred, suffered or sustained by any of them as a result of the inaccuracy of any representation contained in this Section 11.13. 11.14 Confidentiality. (a) Except as and to the extent as may be required by applicable law, regulatory authorities or examinations (including the Securities and Exchange Commission, FINRA, or any analogous federal, state or local Governmental Authority), without the prior written consent of the Board of Managers, the Members shall not make, and shall direct their officers, directors, agents, employees and other representatives not to make, directly or indirectly, any public comment, statement, or communication with respect to, or otherwise disclose or permit the disclosure of Confidential Information or any of the terms, conditions, or other aspects of this Agreement; provided, however, that the Members and their respective equity owners may disclose Confidential Information (i) to the extent required under any agreement between the Members or their respective equity owners and their respective investors, limited partners or other similar Persons of the Members and their respective equity owners, as applicable who are subject to obligations of confidentiality and in confidential materials delivered to prospective investors, limited partners or other similar Persons of the Members and their respective equity owners, as applicable who are subject to obligations of confidentiality; provided, however, that the Members will use commercially reasonable best efforts to, or cause their respective equity owners, to, enforce their respective rights in connection with a breach of such confidentiality obligations by any Person receiving Confidential Information pursuant to this clause (i), and (ii) to a bona fide potential purchaser of Membership Interests held by such Member if such bona fide potential purchaser executes a confidentiality agreement with such Member containing terms at least as protective as the terms set forth in this Section 11.14 and which, among other things, provides for third-party beneficiary rights in favor of the Company to enforce the terms thereof. As used herein, “Confidential Information” means all information, knowledge, systems or data relating to the business, operations, finances, policies, strategies, intentions or inventions of the Company (including any of the terms of this Agreement and any information provided pursuant to Article VIII) from whatever source obtained, except for any such information, knowledge, systems or data which at the time of disclosure was in the public domain or otherwise in the possession of the disclosing Person unless such information, knowledge, systems or data was placed into the public domain or became known to such disclosing Person in violation of any non- disclosure obligation, including this Section 11.14. Each Member agrees that money damages would not be a sufficient remedy for any breach of this Section 11.14 by a Member, and that in addition to all other remedies, the Company shall be entitled to injunctive or other equitable relief as a remedy for any such

 
25 breach. Each Member agrees not to oppose the granting of such relief and agrees to waive any requirement for the securing or posting of any bond in connection with such remedy. (b) If any Member is required by applicable law to disclose any Confidential Information, it must, to the extent permitted by applicable law, first provide notice reasonably in advance to the Company with respect to the content of the proposed disclosure, the reasons that such disclosure is required by law and the time and place that the disclosure will be made. Such Member shall cooperate, at the Company’s sole cost and expense, with the Company to obtain confidentiality agreements or arrangements with respect to any legally mandated disclosure and in any event shall disclose only such information as is required by applicable law when required to do so. (c) Each Member shall indemnify each other Member and the Company for any Damages incurred, suffered or sustained by any of them as a result of any breach by such Member of this Section 11.14. * * * * *

 
Signature Page to Amended & Restated Limited Liability Company Agreement of Ferrara Bros., LLC IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first above written. COMPANY: FERRARA BROS., LLC By: /s/ Kevin R. Kohutek Name: Kevin R. Kohutek Title: Vice President

 
Signature Page to Amended & Restated Limited Liability Company Agreement of Ferrara Bros., LLC MEMBERS: USC ATLANTIC, INC. By: /s/ Kevin R. Kohutek Name: Kevin R. Kohutek Title: Vice President

 
Signature Page to Amended & Restated Limited Liability Company Agreement of Ferrara Bros., LLC 2G FB LLC By: /s/ Joseph J. Ferrara Name: Joseph J. Ferrara Title: Manager

 
Schedule 3.1(B) (Dated April 14, 2015) Owner Address Initial Capital Contribution Class A Membership Interests Class B Membership Interests USC ATLANTIC, INC. 331 N. Main Street Euless, Texas 76039 Attn.: CEO and President with a copy to: 331 N. Main Street Euless, Texas 76039 Attn.: General Counsel $60,000,000 60,000 0 2G FB LLC Ferrara Family Holding Corp. $0 0 35,000

 
EXHIBIT 10.2 CONFIDENTIAL TREATMENT: U.S. CONCRETE, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. U.S. CONCRETE, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION. Execution Copy 1 110193941 v2 FERRARA BROS., LLC CLASS B INCENTIVE INTERESTS AWARD AGREEMENT This Class B Incentive Interests Award Agreement (this “Agreement”), is made effective as of the calendar day immediately following the later of (a) the date on which the effective time of the Merger (as defined herein) in the State of New York occurs, (b) the date on which the effective time of the Merger in the State of Delaware occurs and (c) April 9, 2015 (such date, the “Grant Date”), between Ferrara Bros., LLC, a Delaware limited liability company (the “Company”), and 2G FB LLC (“Holder”). R E C I T A L S: WHEREAS, prior to the execution of this Agreement, the Company entered into that certain Amended and Restated Limited Liability Company Agreement of the Company (as amended, restated, modified, or supplemented from time to time, the “LLC Agreement”); WHEREAS, capitalized terms used and not otherwise defined in this Agreement shall have the meanings set forth in the LLC Agreement; WHEREAS, pursuant to the LLC Agreement, the Company may issue Class B Incentive Interests (the “Incentive Interests”) to Holder; WHEREAS, prior to the date hereof and in any event prior to the issuance of the Incentive Interests, Ferrara Bros. Building Materials Corp., a New York corporation was merged with and into the Company (the “Merger”); and WHEREAS, the Company desires to issue to Holder that number of Incentive Interests as set forth on the signature page hereto, subject to the terms and conditions set forth in this Agreement and the LLC Agreement. NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows: 1. Issuance of Incentive Interests. Subject to the terms and conditions of the LLC Agreement and the additional terms and conditions set forth in this Agreement, the Company hereby issues to Holder the number of Incentive Interests set forth on the signature page attached hereto effective as of the Grant Date. In no event shall the Incentive Interests granted hereby be issued prior to, or deemed issued prior to, the calendar day immediately following the later of (a) the date on which the effective time of the Merger in the State of New York occurs and (b) the date on which the effective time of the Merger in the State of Delaware occurs.

 
2 2. Vesting; Per Class B Incentive Interests Price. The Incentive Interests shall vest as set forth on Annex A attached hereto. The “Per Class B Incentive Interests Price” for purposes of the LLC Agreement means $1,000 per vested Class B Incentive Interest. 3. Rights as Holder of Incentive Interests; Profits Interests. Subject to the terms of the LLC Agreement, Holder shall be (a) the record owner of the Incentive Interests issued hereunder and (b) as record owner, shall be entitled to the rights of a holder of Incentive Interests as set forth in the LLC Agreement, in each case, effective as of the Grant Date. All Incentive Interests are subject to certain restrictions as provided in the LLC Agreement. The Incentive Interests are intended to constitute “profits interests” within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343 and Rev. Proc. 2001-43, 2001-2 C.B. 191. 4. Section 83(b) Election; Withholding. The Company recommends that within thirty (30) calendar days after the Grant Date, Holder should make an election with the Internal Revenue Service (“IRS”) under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder (an “83(b) Election”), in the form attached hereto as Exhibit A. Holder shall submit any 83(b) Election to the IRS within thirty (30) calendar days after the Grant Date and shall promptly send a copy to the Company. To the extent that Holder does not make an 83(b) Election with respect to the Incentive Interests and Holder is subject to ordinary income and withholding taxes upon the vesting of such Incentive Interests (the “Vesting Units”), Holder will be required to pay, in cash, to the Company an amount equal to such withholding taxes, as determined by the Company in good faith and the Company shall remit any such payments to the proper taxing authorities. The Company shall be authorized to withhold from compensation otherwise payable to Holder by the Company or its Affiliates the amount of such withholding taxes. Holder understands that (a) in making the 83(b) Election, Holder may be taxed at the time the Incentive Interests are issued hereunder to the extent the fair market value of the Incentive Interests exceeds the purchase price, if any, for such Incentive Interests and (b) in order to be effective, the 83(b) Election must be filed with the IRS within thirty (30) calendar days after the Grant Date. Holder hereby acknowledges that (i) the foregoing description of the tax consequences of the 83(b) Election is not intended to be complete and, among other things, does not describe state, local or foreign income and other tax consequences, (ii) the Company has not provided, and is not hereby providing, Holder with tax advice regarding the 83(b) Election and has urged Holder to consult Holder's own tax advisor with respect to the income taxation consequences thereof, and (iii) the Company will have no liability to Holder if the actual fair market value of any of the Incentive Interests on the date hereof exceeds the amount specified in the 83(b) Election. 5. Notices. All notices, requests, consents and other communications hereunder to any party shall be deemed to be sufficient if delivered in writing in person or by telecopy (or similar electronic means with a copy following by nationally-recognized overnight courier) or sent by nationally-recognized overnight courier or first class registered or certified mail, return receipt requested, postage prepaid, addressed to such party at the address set forth in the LLC Agreement or on the signature page hereto or at such other address as may hereafter be designated in writing by such party to the other parties. 6. Incentive Interests Subject to Agreements. As a condition of the issuance of the Incentive Interests, Holder will become a party to the LLC Agreement. By entering into this Agreement, Holder acknowledges and agrees that (a) Holder has received and read the copy of the LLC Agreement enclosed with this Agreement, (b) the Incentive Interests are subject to the LLC Agreement, the terms and provisions of which are hereby incorporated herein by reference, and this Agreement, including the terms and conditions set forth on Annex A attached hereto, (c) Holder shall execute, and return to the Company,

 
3 an executed copy of this Agreement and the LLC Agreement, and (d) the Incentive Interests are only transferable in accordance with the LLC Agreement. 7. Legend. Each certificate (if certificated) evidencing Incentive Interests and each instrument issued in exchange for or upon the transfer of any Incentive Interests shall be stamped or otherwise imprinted with a legend in substantially the following form, or such similar legend as may be specified in any other agreement with the Company: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO (1) THE TERMS SET FORTH IN THE AWARD AGREEMENT DATED AS OF APRIL 11, 2015 AND (2) THE REDEMPTION AND FORFEITURE TERMS AND CERTAIN TRANSFER AND OTHER RESTRICTIONS SET FORTH IN THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FERRARA BROS., LLC. THE SECURITIES MAY NOT BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH SUCH TRANSFER RESTRICTIONS. COPIES OF SUCH AGREEMENTS ARE ON FILE WITH THE SECRETARY OF FERRARA BROS., LLC AND ARE AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF THE AFORESAID AGREEMENTS.” 8. No Right to Continued Service. This Agreement shall not be construed as giving Holder or any Affiliate, member, or equity holder of Holder the right to be retained in the employ of, or to continue to provide services to, the Company or any of its Affiliates. 9. Entire Agreement. This Agreement and the LLC Agreement, as any of the foregoing may be amended or supplemented in accordance with their terms, constitute the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and therein and supersedes all prior communications, representations and negotiations in respect thereto. 10. Signature in Counterparts. This Agreement may be signed in counterparts, each which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 11. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the laws of any jurisdiction other than the State of Delaware to be applied. [SIGNATURE PAGE FOLLOWS] IRS Circular 230 Notice Requirement. This communication is not given in the form of a covered opinion, within the meaning of Circular 230 issued by the United States Secretary of the Treasury. Thus, we are required to inform you that you cannot rely upon any tax advice contained in this communication for the purpose of avoiding United States federal tax penalties. In addition, any tax advice contained in this communication may not be used to promote, market or recommend a transaction to another party.

 
Signature Page to Class B Incentive Interests Award Agreement IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. FERRARA BROS., LLC By: /s/ Kevin R. Kohutek Name: Kevin R. Kohutek Title: Vice President 2G FB LLC By: /s/ Joseph J. Ferrara Name: Joseph J. Ferrara Title: Manager Incentive Interests Number (#) Class B Incentive Interests 35,000

 
5 ANNEX A VESTING TERMS (a) For the purposes of the LLC Agreement, this Award Agreement and the Class B Incentive Interests granted pursuant thereto and hereto, the following definitions shall apply: (i) “2020 Measurement Period Corrective Maximum Amount” means an amount equal to 35,000,000, less the aggregate Performance Amounts for the Measurement Periods for fiscal years 2017, 2018, and 2019. (ii) “Aggregate Maximum Distribution” with respect to the vested Class B Incentive Interests means 35,000,000.00. (iii) “Performance Amount” means, with respect to each Measurement Period, if the EBITDA for such Measurement Period is equal to or greater than the Qualifying EBITDA Threshold for such Measurement Period, an amount equal to the product of: (i) the amount set forth on Schedule A under the column entitled “Performance Amount” for such Measurement Period, multiplied by (ii) the amount equal to (A) the sum of (1) the EBITDA for such Measurement Period, plus (2) the amount by which EBITDA in any prior Measurement Period was in excess of the amount set forth on Schedule A under the column entitled “Target EBITDA to Achieve Maximum Payment” for such prior Measurement Period (in each case to the extent, and solely to the extent, such amount is not included in a prior Measurement Period’s calculation of Performance Amount under this clause (2)), less (3) the sum of: (x) the Qualifying EBITDA Threshold for such Measurement Period, plus (y) the amount by which EBITDA in any prior Measurement Period was less than the Qualifying EBITDA Threshold for such prior Measurement Period (in each case to the extent, and solely to the extent, not included in a prior Measurement Period’s calculation of Performance Amount under this clause (y)), divided by (2) the amount set forth on Schedule A under the column entitled “Target EBITDA to Achieve Maximum Payment” for such Measurement Period, less the Qualifying EBITDA Threshold for such Measurement Period; provided, however, that, in calculating the amount described in the foregoing clause (3)(y) of this definition of Performance Amount in the event that the EBITDA for a given Measurement Period with respect to 2017, 2018, or 2019 is below the amount set forth on Schedule A under the column entitled “Floor EBITDA” for such Measurement Period, the amount set forth on Schedule A under the column entitled “Floor EBITDA” shall be used instead as the Qualifying EBITDA Threshold for purposes of such calculation of the prior Measurement Period with respect to 2017, 2018, or 2019, as applicable; provided, further however, that: (1) in the special case when both (x) EBITDA (as adjusted pursuant to the preceding calculation of Performance Amount) for the 2020 Measurement Period is greater than the amount set forth on Schedule A under the column entitled “Target EBITDA to Achieve Maximum Payment” for the Measurement Period for fiscal year 2020 and (y) the sum of the Performance Amounts earned with respect to all Measurement Periods equals less than 35 million, then the following principles shall govern the award of additional Performance Amounts to the Performance Amount for the Measurement Period for 2020: a. The “Remaining Potential Award” equals (x) the 2020 Measurement Period Corrective Maximum Amount, minus (y) ****;

 
6 b. The “Remaining Cumulative EBITDA” equals (x) the sum of the amounts set forth on Schedule A under the column entitled “Target EBITDA to Achieve Maximum Payment”, minus (y) the sum of EBITDA for each Measurement Period (inclusive of the **** of EBITDA for the Measurement Period for fiscal year 2020 which is a prerequisite of this special case scenario); and c. The relationship of the Remaining Potential Award to Remaining Cumulative EBITDA shall govern the pro rata treatment for purposes of computing how much of an additional Performance Award is to be awarded in this special case scenario for the Measurement Period for fiscal year 2020. (2) in no event shall the total Performance Amount in a given Measurement Period exceed the amount set forth on Schedule A under the column entitled “Maximum Payment” for such Measurement Period; and (3) in no event shall the sum of each Performance Amount with respect to all Measurement Periods exceed 35,000,000. (iv) “Performance Statement” means, for each Measurement Period, a written statement setting forth (i) in reasonable detail, the Company’s calculation of EBITDA for such Measurement Period, and (ii) the Company’s calculation of the Performance Amount (such calculation, the “Estimated Performance Amount”, if any, for such Measurement Period. (v) “Designated Acquisitions” means such acquisitions agreed upon by email from **** to **** and the Seller’s Representative on the date hereof at 12:52 p.m. Dallas time. (vi) “EBITDA” means, for the Measurement Period and without duplication, the sum of (A) consolidated net income of the Performance Business for such Measurement Period (computed without regard to any extraordinary items of gain or loss), plus (B) to the extent included in the calculation of net income for the Measurement Period, the sum of (1) interest expense, (2) income tax expense, and (3) depreciation and amortization expense, in all cases determined in accordance with GAAP in a manner consistent with the historical accounting practices of such Seller; provided, however, that in determining such EBITDA: (A) EBITDA shall not include any gains, losses or profits realized from the sale of any assets other than in the ordinary course of business and (B)****; provided, however, that ****. (vii) “EBIDTA Target” means, with respect to a Measurement Period, the amount set forth on Schedule A under the column entitled “Target EBITDA to Achieve Maximum Payment” for such Measurement Period. (viii) “Measurement Period” means (i) with respect to fiscal year 2017, January 1, 2017 through December 31, 2017, (ii) with respect to fiscal year 2018, January 1, 2018 through December 31, 2018, (iii) with respect to fiscal year 2019, January 1, 2019 through December 31, 2019, and (iv) with respect to fiscal year 2020, January 1, 2020 through December 31, 2020. (ix) “Performance Business” means: ****. (x) “Qualifying EBITDA Threshold” means, with respect to a Measurement Period, the amount set forth on Schedule A under the column entitled “Qualifying EBITDA Threshold” for such Measurement Period.

 
7 (b) On or prior to February of the second fiscal year after the end of an applicable Measurement Period (e.g., 2019 for 2017, 2020 for 2018, 2021 for 2019, and 2022 for 2020), the Company shall prepare and deliver to the Parent and the Class B Member the Performance Statement. Promptly following the delivery of the Performance Statement to the Class B Member, the Company shall afford the Class B Member and its representatives the reasonable opportunity to examine the Company’s calculation of EBITDA and the Estimated Performance Amount and such underlying records and work papers as are reasonably necessary and appropriate. The Company shall cooperate with the Class B Member and its representatives in such examination. If the Class B Member disagrees with the Company’s calculation of EBITDA or the Estimated Performance Amount contained in the Performance Statement, the Class B Member shall, within thirty (30) calendar days after receipt of the Performance Statement, deliver a written notice (a “Performance Objection Notice”) to the Company setting forth the Class B Member’s objections to the Performance Statement. The Performance Objection Notice shall contain a specific list of the disputed items and, for each individual disputed item, sufficient detail regarding the nature and the basis for such disputed item. If a Performance Objection Notice is not delivered within such time period, then the Estimated Performance Amount as set forth in the Performance Statement delivered by the Company shall be conclusive and binding upon each of the Company, the Parent Group and the Class B Member and shall be deemed the “Final Performance Amount.” Any item or amount with respect to which no dispute is raised in the Performance Objection Notice will be final, conclusive and binding on each of the Company, the Parent Group and the Class B Member. The Company and the Class B Member shall in good faith attempt to resolve all items set forth in the Performance Objection Notice and, if the Company and the Class B Member so resolve all such items, the Performance Statement, including the EBITDA and the Final Performance Amount, as amended to the extent necessary to reflect the resolution of the items set forth in the Performance Objection Notice, shall be conclusive and binding on each of the Company, the Parent Group and the Class B Member. If the Company and the Class B Member do not reach agreement in resolving the items set forth in the Performance Objection Notice within thirty (30) calendar days after such Performance Objection Notice is timely and properly delivered to the Company, either the Company or the Class B Member may submit the dispute to the Independent Accountant (as defined in the Share Purchase Agreement) for resolution. The Company and the Class B Member shall jointly instruct the Independent Accountant that he or she (A) shall act as an expert and not as an arbitrator and (B) shall review only the disputed items that were specifically identified in the Performance Objection Notice and that the Company and the Class B Member were unable to resolve during such thirty (30) calendar day period after such Performance Objection Notice was timely and properly delivered to the Company. Promptly, but no later than thirty (30) calendar days after acceptance of his or her appointment as Independent Accountant, the Independent Accountant shall determine, based solely on written submissions by the Company and the Class B Member, and not by independent review, only those issues in dispute and shall render a written report as to the resolution of the dispute and the resulting computation of the EBITDA and the Final Performance Amount which shall be conclusive and binding on the Parties. In resolving any disputed item, the Independent Accountant (x) shall be bound by the provisions of this Award Agreement and the LLC Agreement and (y) may not assign a value to any individual disputed item greater than the greatest value for such item claimed by the Company or the Class B Member or less than the smallest value for such item claimed by the Company or the Class B Member. (c) The Class B Member hereby agrees and acknowledges that (i) from and after the Effective Date, the Company and the Parent Group have the right to operate the Performance Business (and all other components of the Company’s or the Parent Group’s business) in any way that the Company deems appropriate in the Company’s sole and absolute discretion, (ii) the Company and the Parent Group have no obligation to operate the Performance Business (or any other component of the Company’s or the Parent Group’s business) in a manner designed to achieve any EBITDA, EBITDA Target or the Performance Amount, (iii) the post-Closing Board of Managers of the Company and the boards of managers and comparable governing bodies of the members of the Parent Group shall have the

 
8 power and right to control all aspects of the business and operations of the Performance Business including all personnel (including directors and officers) decisions and the sale, marketing, supply, pricing and distribution of all of the products and services, which actions may have the effect of reducing or eliminating EBITDA and/or affecting the Company’s ability to achieve or achievement of the EBITDA Target or the resulting Performance Amount, (iv) the Company and the Parent Group are not obligated to operate the Performance Business (or any component of the Company’s or the Parent Group’s business) in a manner consistent with the manner in which any prior owner or operator operated the Performance Business prior to the Closing Date, (v) the Company is under no obligation to continue to serve any client, customer, or Person after the Effective Date, (vi) the Performance Amounts described in this Annex A (and the resulting vesting of the Class B Incentive Interests, if applicable) are speculative and subject to numerous factors outside the control of the Company and the Parent Group, (vii) none of the Parent, any Subsidiary of the Parent or the Company owes any fiduciary duty or express or implied duty to any Class B Member, other than any implied duty of good faith imposed by applicable New York law, (viii) none of the Parent, any Subsidiary of the Parent or the Company makes any representation and expresses no opinion as to the value or likelihood of the Performance Business achieving an EBITDA Target, and (ix) the parties to the LLC Agreement and this Award Agreement solely intend for the express provisions of this Award Agreement and the LLC Agreement to govern their relationship with respect to the Performance Amounts, the Class B Incentive Interests, the vesting thereof, and the calculation and determination of any component of or any matter related to the foregoing. (d) Upon the determination of a Final Performance Amount for a Measurement Period, a number of unvested Class B Incentive Interests of the Class B Member equal to the following shall vest: (i) the Final Performance Amount for such Measurement Period, divided by (ii) 1,000. For example, if the Final Performance Amount is equal to ****, then **** Class B Incentive Interests shall vest. By way of example and not limitation, example calculations of the Performance Amounts and the resulting vesting of the Class B Incentive Interests are set forth below on Schedule B. (e) In the event that there are unvested Class B Incentive Interests following the determination of the Final Performance Amount for all Measurement Periods, all such unvested Class B Incentive Interests following such determination shall be automatically canceled and of no further force or effect and shall be canceled on the books and records of the Company and its applicable transfer agent. (f) Notwithstanding anything to the contrary contained herein, as a condition to the vesting of any Incentive Interest, **** must not all have been terminated for Cause by the Company, Parent or any of their Subsidiaries and, in the event that each of **** have been terminated for Cause by the Company, Parent or any of their Subsidiaries then all such unvested Incentive Interests at the time of termination shall immediately terminate and be of no further force or effect and regardless of any subsequent determination of a Final Performance Amount, no further vesting shall occur.

 
Schedule A Fiscal Year Performance Amount (in millions) Qualifying EBITDA Threshold (in millions) Target EBITDA to Achieve Maximum Payment (in millions) Maximum Payment (in millions) Floor EBITDA (in millions) 2017 **** **** **** **** **** 2018 **** **** **** **** **** 2019 **** **** **** **** **** 2020 **** **** **** 2020 Measurement Period Corrective Maximum Amount N/A Provided, however, that in the event that none of the Designated Acquisitions is completed on or prior to January 1 of the Measurement Period the following shall constitute Schedule A: Fiscal Year Performance Amount (in millions) Qualifying EBITDA Threshold (in millions) Target EBITDA to Achieve Maximum Payment (in millions) Maximum Payment (in millions) Floor EBITDA (in millions) 2017 **** **** **** **** **** 2018 **** **** **** **** **** 2019 **** **** **** **** **** 2020 **** **** **** 2020 Measurement Period Corrective Maximum Amount N/A

 
Schedule B Example Calculations 2017 EBITDA ($ in millions) Performance Amount on Such Year (Corresponding Vested Class B Incentive Interests) 2018 EBITDA ($ in millions) Performance Amount on Such Year (Corresponding Vested Class B Incentive Interests) 2019 EBITDA ($ in millions) Performance Amount on Such Year (Corresponding Vested Class B Incentive Interests) 2020 EBITDA ($ in millions) Performance Amount on Such Year (Corresponding Vested Class B Incentive Interests) Example 1 **** **** **** **** **** **** **** **** Example 2 **** **** **** **** **** **** **** **** Example 3 **** **** **** **** **** **** **** **** Example 4 **** **** **** **** **** **** **** **** Example 5 **** **** **** **** **** **** **** **** ** In cases in which the special case scenario is implicated, the following examples would apply: 2017 EBITDA ($ in millions) Performance Amount on Such Year (Corresponding Vested Class B Incentive Interests) 2018 EBITDA ($ in millions) Performance Amount on Such Year (Corresponding Vested Class B Incentive Interests) 2019 EBITDA ($ in millions) Performance Amount on Such Year (Corresponding Vested Class B Incentive Interests) 2020 EBITDA ($ in millions) Performance Amount on Such Year (Corresponding Vested Class B Incentive Interests) Example 1 ****  **** **** **** ****  **** **** **** Example 2 ****  **** **** **** ****  **** **** **** Example 3 ****  **** **** **** ****  **** **** **** Example 4 ****  **** **** **** ****  **** **** ****

 
Annex A-1 ****

 
Annex A-2 ****

 
EXHIBIT A ELECTION TO INCLUDE PROFITS UNITS IN GROSS INCOME PURSUANT TO SECTION 83(b) OF THE INTERNAL REVENUE CODE The undersigned was issued Class B Incentive Interests (the “Profits Units”) of Ferrara Bros., LLC (the “Company”) on April __, 2015. The undersigned desires to make an election to have the Profits Units taxed under the provision of Section 83(b) of the Internal Revenue Code of 1986, as amended (“Code §83(b)”), at the time such Profits Units were issued. Therefore, pursuant to Code §83(b) and Treasury Regulation §1.83-2 promulgated thereunder, the undersigned hereby makes an election, with respect to the Profits Units (described more fully in Paragraph 2 below), to report as taxable income for calendar year 2015 the excess, if any, of the Profits Units’ fair market value on _____________, over the purchase price thereof, if any. The following information is supplied in accordance with Treasury Regulation §1.83-2(e): The name, address and social security number of the undersigned: ______________________________ ______________________________ SSN:__________________________ 1. A description of the property with respect to which the election is being made: 35,000 Profits Units. 2. The date on which the property was transferred: April __, 2015. The taxable year for which such election is made: calendar year 2015. 3. The restrictions to which the property is subject: If the undersigned ceases to be employed by the Company or any of its subsidiaries under certain circumstances, all or a portion of the Profits Units may be subject to forfeiture. The Profits Units are also subject to transfer restrictions and vesting. 4. The aggregate fair market value on April __, 2015, of the Profits Units, determined without regard to any lapse restriction, is: $__________. 5. The aggregate amount paid for the Profits Units is $0.00. 6. A copy of this election has been furnished to the Secretary of the Company pursuant to Treasury Regulations §1.83-2(e)(7). Dated: _____________, 2015 ____________________________ Name:

 


Exhibit 31.1

CERTIFICATION

I, William J. Sandbrook, certify that:
 
1.       I have reviewed this quarterly report on Form 10-Q of U.S. Concrete, Inc. for the quarterly period ended June 30, 2015 ;
 
2.       Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.       Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.       The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
(a)         Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b)         Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
(c)         Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d)         Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.       The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(a)         All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
(b)         Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date:  August 6, 2015
By:
/s/ William J. Sandbrook
 
 
William J. Sandbrook
 
 
President and Chief Executive Officer




Exhibit 31.2

CERTIFICATION

I, William M. Brown, certify that:
 
1.       I have reviewed this quarterly report on Form 10-Q of U.S. Concrete, Inc. for the quarterly period ended June 30, 2015 ;
 
2.       Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.       Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.       The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
(a)         Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b)         Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
(c)         Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d)         Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.       The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(a)         All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
(b)         Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date:  August 6, 2015
By:
/s/ William M. Brown
 
 
William M. Brown
 
 
Senior Vice President and Chief Financial Officer




Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the quarterly report of U.S. Concrete, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2015 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, I, William J. Sandbrook, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
 
Date:  August 6, 2015
By:
/s/ William J. Sandbrook
 
 
William J. Sandbrook
 
 
President and Chief Executive Officer




Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the quarterly report of U.S. Concrete, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2015 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, I, William M. Brown, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Date:  August 6, 2015
By:
/s/ William M. Brown
 
 
William M. Brown
 
 
Senior Vice President and Chief Financial Officer




Exhibit 95.1

Section 1503. Mine Safety Disclosures

On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Act, was enacted. Section 1503 of the Act contains reporting requirements regarding mine safety. We are committed to providing a safe workplace for all of our employees, including those working at our quarries. The operation of our quarries is subject to regulation by the federal Mine Safety and Health Administration, or MSHA, under the Federal Mine Safety and Health Act of 1977. Set forth below is the required information regarding certain mining safety and health matters for the quarter ended June 30, 2015 . In evaluating this information, consideration should be given to factors such as: (i) the number of citations and orders will vary depending on the size of the quarry, (ii) the number of citations issued will vary from inspector-to-inspector and mine-to-mine, and (iii) citations and orders can be contested and appealed, and in that process, may be reduced in severity and amount, and are sometimes dismissed. The table below includes references to specific sections of the Mine Act.

We are providing the information in the table by mine as that is how we manage and operate our business.
 
 
 
 
 
 
 
 
(H)
 
(A)
(B)
(C)
(D)
(E)
(F)
(G)
Pending
 
Section
Section
Section
Section
Section
Proposed
 
Legal
Mine Name/ID
104 S&S
104(b)
104(d)
110(b)(2)
107(a)
Assessments
Fatalities
Action
 
 
 
 
 
 
 
 
 
Robert Lee Quarry / 4102617
-
-
-
-
-
-
-
-
 
 
 
 
 
 
 
 
 
Cox Bend Quarry / 4102977
-
-
-
-
-
-
-
-
 
 
 
 
 
 
 
 
 
Bronte Quarry / 4104210
-
-
-
-
-
-
-
-
 
 
 
 
 
 
 
 
 
Red River Quarry / 3401945
-
-
-
-
-
-
-
-
 
 
 
 
 
 
 
 
 
Chatfield Plant / 4104209
-
-
-
-
-
-
-
-
 
 
 
 
 
 
 
 
 
Hamburg Quarry / 2800011
-
-
-
-
-
-
-
-
 
 
 
 
 
 
 
 
 
Glen Gardner Quarry / 2800009
-
-
-
-
-
-
-
-
 
 
 
 
 
 
 
 
 
Cedar Bridge Quarry / 2800717
-
-
-
-
-
-
-
-
        
(A)
 
The total number of violations of mandatory health or safety standards that could significantly and substantially contribute to the cause and effect of a coal or other mine safety or health hazard under section 104 of the Mine Safety and Health Act of 1977 (30 U.S.C. 814) for which the operator received a citation from the Mine Safety and Health Administration.
(B)
 
The total number of orders issued under section 104(b) of such Act (30 U.S.C. 814(b)).
(C)
 
The total number of citations and orders for unwarrantable failure of the mine operator to comply with mandatory health or safety standards under section 104(d) of such Act (30 U.S.C. 814(d)).
(D)
 
The total number of flagrant violations under section 110(b)(2) of such Act (30 U.S.C. 820(b)(2)).
(E)
 
The total number of imminent danger orders issued under section 107(a) of such Act (30 U.S.C. 817(a)).
(F)
 
The total dollar value of proposed assessments from the Mine Safety and Health Administration under such Act (30 U.S.C. 801 et seq.).
(G)
 
The total number of mining-related fatalities.
(H)
 
Any pending legal action before the Federal Mine Safety and Health Review Commission involving such coal or other mine.