10-Q

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, 2018

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF1934

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,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

There were 16,817,964 shares of common stock, par value $.001 per share, of the registrant outstanding as of August 1, 2018.

U.S. CONCRETE, INC.

INDEX

		Page No.
Part I – Financial Information
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated Statements of Total Equity	3
	Condensed Consolidated Statements of Cash Flows	4
	Notes to Condensed Consolidated Financial Statements	6
	1. Basis of Presentation	6
	2. Recent Accounting Pronouncements and Significant Accounting Policies	6
	3. Revenue	7
	4. Business Combinations	8
	5. Inventories	12
	6. Goodwill and Other Intangible Assets	13
	7. Debt	15
	8. Fair Value Disclosures	15
	9. Income Taxes	17
	10. Net Earnings (Loss) Per Share	18
	11. Restricted Cash	19
	12. Assets and Liabilities Held for Sale	19
	13. Commitments and Contingencies	19
	14. Segment Information	22
	15. Supplemental Condensed Consolidating Financial Information	25
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	48
Item 4.	Controls and Procedures	48
Part II – Other Information
Item 1.	Legal Proceedings	49
Item 1A.	Risk Factors	49
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49
Item 4.	Mine Safety Disclosures	49
Item 6.	Exhibits	50
Signatures		51

i

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

U.S. CONCRETE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

	June 30, 2018			December 31, 2017
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	21,511		$	22,581
Trade accounts receivable, net of allowances of $5,399 as of June 30, 2018 and $5,785 as of December 31, 2017	247,634			214,221
Inventories	48,784			48,085
Prepaid expenses	8,281			5,297
Other receivables	12,197			19,191
Other current assets	7,282			2,310
Total current assets	345,689			311,685
Property, plant and equipment, net of accumulated depreciation, depletion and amortization of $205,249 as of June 30, 2018 and $178,168 as of December 31, 2017	674,192			636,268
Goodwill	217,316			204,731
Intangible assets, net	122,187			118,123
Other assets	7,191			5,327
Total assets	$	1,366,575		$	1,276,134
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	130,279		$	117,070
Accrued liabilities	85,928			65,420
Current maturities of long-term debt	28,753			25,951
Total current liabilities	244,960			208,441
Long-term debt, net of current maturities	721,801			667,385
Other long-term obligations and deferred credits	78,523			93,341
Deferred income taxes	3,493			4,825
Total liabilities	1,048,777			973,992
Commitments and contingencies (Note 13)
Equity:
Preferred stock	—			—
Common stock	18			18
Additional paid-in capital	324,243			319,016
Accumulated deficit	(1,377		)	(13,784		)
Treasury stock, at cost	(26,668		)	(24,799		)
Total shareholders' equity	296,216			280,451
Non-controlling interest	21,582			21,691
Total equity	317,798			302,142
Total liabilities and equity	$	1,366,575		$	1,276,134

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

1

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,
	2018			2017			2018			2017
Revenue	$	404,200		$	340,926		$	731,987		$	640,059
Cost of goods sold before depreciation, depletion and amortization	320,238			263,574			587,470			499,333
Selling, general and administrative expenses	31,875			30,200			64,151			56,017
Depreciation, depletion and amortization	22,142			16,350			42,717			32,209
Change in value of contingent consideration	(1,626		)	720			(1,258		)	1,328
Impairment of assets	1,299			—			1,299			—
Gain on sale of assets, net	(371		)	(198		)	(561		)	(390		)
Operating income	30,643			30,280			38,169			51,562
Interest expense, net	11,514			10,368			22,823			20,510
Derivative loss	—			15,766			—			13,910
Other income, net	(1,441		)	(596		)	(3,060		)	(1,304		)
Income from continuing operations before income taxes	20,570			4,742			18,406			18,446
Income tax expense	4,292			6,911			5,944			13,613
Income (loss) from continuing operations	16,278			(2,169		)	12,462			4,833
Loss from discontinued operations, net of taxes	—			(180		)	—			(302		)
Net income (loss)	16,278			(2,349		)	12,462			4,531
Less: Net income attributable to non-controlling interest	(13		)	—			(55		)	—
Net income (loss) attributable to U.S. Concrete	$	16,265		$	(2,349	)	$	12,407		$	4,531
Basic income (loss) per share attributable to U.S. Concrete:
Income (loss) from continuing operations	$	0.99		$	(0.14	)	$	0.75		$	0.31
Loss from discontinued operations, net of taxes	—			(0.01		)	—			(0.02		)
Net income (loss) per share attributable to U.S. Concrete - basic	$	0.99		$	(0.15	)	$	0.75		$	0.29
Diluted income (loss) per share attributable to U.S. Concrete:
Income (loss) from continuing operations	$	0.99		$	(0.14	)	$	0.75		$	0.29
Loss from discontinued operations, net of taxes	—			(0.01		)	—			(0.02		)
Net income (loss) per share attributable to U.S. Concrete - diluted	$	0.99		$	(0.15	)	$	0.75		$	0.27
Weighted average shares outstanding:
Basic	16,477			15,703			16,450			15,601
Diluted	16,506			15,703			16,518			16,531
Net income (loss) attributable to U.S. Concrete:
Income (loss) from continuing operations attributable to U.S. Concrete	$	16,265		$	(2,169	)	$	12,407		$	4,833
Loss from discontinued operations, net of taxes	—			(180		)	—			(302		)
Total net income (loss) attributable to U.S. Concrete	$	16,265		$	(2,349	)	$	12,407		$	4,531

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

2

U.S. CONCRETE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATEDSTATEMENTS OF TOTAL EQUITY

(Unaudited)

(in thousands)

	Common Stock
	# of Shares		Par Value		Additional Paid-In Capital		Accumulated Deficit			Treasury Stock			Total Shareholders' Equity (Deficit)			Non-controlling Interest			Total Equity (Deficit)
BALANCE, December 31, 2017	16,652		$	18	$	319,016	$	(13,784	)	$	(24,799	)	$	280,451		$	21,691		$	302,142
Stock-based compensation expense	—		—		5,149		—			—			5,149			—			5,149
Restricted stock vesting	6		—		—		—			—			—			—			—
Restricted stock grants, net of cancellations	180		—		—		—			—			—			—			—
Stock options exercised	6		—		78		—			—			78			—			78
Other treasury share purchases	(28	)	—		—		—			(1,869		)	(1,869		)	—			(1,869		)
Measurement period adjustments for prior year business combinations	—		—		—		—			—			—			(125		)	(125		)
Payments to non-controlling interest													—			(39		)	(39		)
Net income	—		—		—		12,407			—			12,407			55			12,462
BALANCE, June 30, 2018	16,816		$	18	$	324,243	$	(1,377	)	$	(26,668	)	$	296,216		$	21,582		$	317,798

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

3

U.S. CONCRETE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

	Six Months Ended June 30,
	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	12,462		$	4,531
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization	42,717			32,209
Amortization of debt issuance costs	909			1,041
Amortization of discount on long-term incentive plan and other accrued interest	285			374
Amortization of premium on long-term debt	(775		)	(775		)
Derivative loss	—			13,910
Change in value of contingent consideration	(1,258		)	1,328
Net gain on disposal of assets	(561		)	(390		)
Impairment of assets	1,299			—
Deferred income taxes	(177		)	4,816
Provision for doubtful accounts and customer disputes	2,007			1,896
Stock-based compensation	5,149			4,253
Unrealized foreign exchange gain	(67		)	—
Changes in assets and liabilities, excluding effects of acquisitions:
Accounts receivable	(35,523		)	(12,856		)
Inventories	(25		)	(1,942		)
Prepaid expenses and other current assets	2,434			98
Other assets and liabilities	(1,276		)	(22		)
Accounts payable and accrued liabilities	20,260			4,684
Net cash provided by operating activities	47,860			53,155
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment	(20,837		)	(18,692		)
Payments for acquisitions, net of cash acquired	(61,111		)	(32,836		)
Proceeds from disposals of property, plant and equipment	1,085			841
Proceeds from disposal of businesses	158			873
Insurance proceeds from property loss claims	2,134			—
Net cash used in investing activities	(78,571		)	(49,814		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolver borrowings	228,613			—
Repayments of revolver borrowings	(177,213		)	—
Proceeds from issuance of debt	—			211,500
Proceeds from exercise of stock options and warrants	78			494
Payments of other long-term obligations	(3,540		)	(4,536		)
Payments for other financing	(13,709		)	(8,778		)
Debt issuance costs	—			(3,231		)
Other treasury share purchases	(1,869		)	(2,825		)
Payments to non-controlling interest	(249		)	—
Other proceeds	464			—
Net cash provided by financing activities	32,575			192,624
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS	(98		)	—
NET INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH	1,766			195,965
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	22,581			75,774
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	$	24,347		$	271,739

4

U.S. CONCRETE, INC. AND SUBSIDARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(Unaudited)

(in thousands)

	Six Months Ended June 30,
	2018		2017
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest	$	22,667	$	20,155
Cash paid for income taxes	$	2,678	$	12,302
Supplemental Disclosure of Non-cash Investing and Financing Activities:
Capital expenditures funded by capital leases and promissory notes	$	20,046	$	24,393
Acquisitions funded by contingent consideration	$	893	$	—

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

5

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," the "Company," or "U.S. Concrete") and have been prepared 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, 2017 (the "2017 Form 10-K").  In the opinion of our management, all material adjustments necessary to state fairly the information in our unaudited condensed consolidated financial statements have been included. All adjustments are of a normal or recurring nature. All amounts are presented in United States dollars, unless otherwise noted. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year.

The preparation of financial statements and accompanying notes in conformity with U.S. GAAP requires the use of estimates and assumptions by management 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 significant in the preparation of our financial statements include those related to our allowance for doubtful accounts, business combinations, goodwill, intangible assets, valuation of contingent consideration, accruals for self-insurance programs, income taxes, the valuation of inventory and the valuation and useful lives of property, plant and equipment.

Certain reclassifications have been made to prior period balances to conform with the current year presentation.

2. RECENT ACCOUNTING PRONOUNCEMENTS AND SIGNIFICANT ACCOUNTING POLICIES

Standards/Updates Adopted This Year

Revenue Recognition. In May 2014, the Financial Accounting Standards Board ("FASB") issued guidance that outlines a single comprehensive model for accounting for revenue arising from contracts with customers, which supersedes most of the existing revenue recognition guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. We adopted this guidance and related amendments as of January 1, 2018, applying the modified retrospective transition approach to all contracts. Adoption of the new guidance did not result in changes in the amount of revenue recognized or the timing of when such revenue is recognized.

Clarification of the Definition of a Business in Business Combinations. In January 2017, the FASB issued an update under business combinations in an effort to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or as business combinations. The amendments in this update provide a screen to determine when a set of assets is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. The adoption of this standard did not have a material impact on our financial condition and results of operations.

Classification of Certain Cash Receipts and Cash Payments. In August 2016, the FASB issued guidance to reduce diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. Adoption of this standard did not result in any material changes to our statements of cash flows.

Restricted Cash in the Statement of Cash Flows. In November 2016, the FASB issued guidance to reduce diversity in the presentation of restricted cash in the statement of cash flows. The standard has certain disclosure requirements related to restricted cash and requires that restricted cash be included with cash balances in the statement of cash flows. Adoption of this standard did not have a material impact on our statement of cash flows.

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U.S. CONCRETE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Standards/Updates Not Yet Adopted

Lease Accounting. In February 2016, the FASB issued a new lease accounting standard intended to increase transparency and comparability among organizations by reorganizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Under the new guidance, lessees will be required to recognize a right-of-use asset and a lease liability, measured on a discounted basis, at the commencement date for all leases with terms greater than twelve months. Additionally, this guidance will require disclosures to help investors and other financial statement users better understand the amount, timing and uncertainty of cash flows arising from leases, including qualitative and quantitative requirements. We expect to adopt the guidance using the recently approved transition approach that permits application of the new standard at the adoption date instead of the earliest comparative period presented in the financial statements, with a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. We have established a cross-functional coordinated team to implement the standard. The implementation process includes reviewing all leases, performing a completeness assessment over the lease population, analyzing the practical expedients and identifying a new lease accounting technology system. We will also evaluate our processes and internal controls to meet the new accounting, reporting and disclosure requirements. This guidance will be effective for us beginning with the first quarter of 2019. Although we have not yet completed our evaluation of the impact on our financial statements, we expect that our adoption of the standard will have a significant impact on our consolidated balance sheet.

For a description of our significant accounting policies, see Note 1 of the consolidated financial statements in our 2017 Form 10-K.

3.    REVENUE

We derive substantially all of our revenue from the production and delivery of ready-mixed concrete, aggregates and related building materials.  Revenue from the sale of these products is recognized when control passes to the customer, which generally occurs at the point in time when products are delivered. We do not deliver product unless we have an order or other documentation authorizing delivery to our customers. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods. Sales and other taxes we collect concurrently with revenue-producing activities are excluded from revenue. Incidental items, such as mix formulation and testing services that are immaterial in the context of the revenue contract and completed in close proximity to the revenue-producing activities, are recorded within cost of goods sold as incurred. We generally do not provide post-delivery services, such as paving or finishing. Customer dispute costs are recorded as a reduction of revenue at the end of each period and are estimated by using a combination of historical customer experience and a customer-by-customer analysis.  

Amounts billed to customers for delivery costs are classified as a component of total revenue. Our payment terms vary by the type and location of our customer and the products offered. The term between invoicing and when payment is due is not significant. As permitted under U.S. GAAP, we have elected not to assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised goods to the customer will be one year or less.

See Note 14 for disaggregation of revenue by segment and product as we believe that best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors.

We do not have any customer contracts that meet the definition of unsatisfied performance obligations in accordance with U.S. GAAP.

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U.S. CONCRETE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

4. BUSINESS COMBINATIONS

The accounting for business combinations requires the significant use of estimates and is based on information that was available to management at the time these condensed consolidated financial statements were prepared. The estimates used for determining the fair value of certain liabilities related to acquisitions are considered Level 3 inputs (as defined in Note 8). We utilized recognized valuation techniques, including the income approach, sales approach, and cost approach to value the net assets acquired. See Note 8 for additional information related to contingent consideration obligations, including maximum payout amounts and how the fair value was estimated. Any changes to the provisional business combination accounting will be made as soon as practical, but no later than one year from the respective acquisition dates.

2018 Acquisitions

We completed three acquisitions during the six months ended June 30, 2018 that expanded our ready-mixed concrete operations in the Atlantic Region (which we define to include New York, New Jersey, Washington, D.C. and Pennsylvania), and expanded our ready-mixed concrete and aggregate products operations in West Texas. The aggregate fair value consideration for these acquisitions, which were all accounted for as business combinations, was $60.8 million. The acquisitions included the assets and certain liabilities of the following:

• On Time Ready Mix, Inc. ("On Time") located in Flushing, New York on January 10, 2018;

• Cutrell Trucking, LLC., Dumas Concrete, LLC., Pampa Concrete Co., Inc., Panhandle Concrete, LLC., Texas Sand & Gravel Co., Inc. (collectively "Golden Spread") located in Amarillo, Texas on March 2, 2018; and

• One individually immaterial ready-mixed concrete operation in our Atlantic Region on March 5, 2018.

The aggregate fair value consideration for these three acquisitions included $59.9 million in cash and fair value contingent consideration of $0.9 million. We funded the cash portion of the 2018 acquisitions through a combination of cash on hand and borrowings under our Revolving Facility (as defined in Note 7). The combined assets acquired through these 2018 acquisitions included 140 mixer trucks, 19 ready-mix concrete plants and one aggregates facility. During the three months ended June 30, 2018, we incurred no transaction costs to effect the 2018 acquisitions. During the six months ended June 30, 2018, we incurred $0.5 million of transaction costs to effect the 2018 acquisitions, which are included in selling and general administrative expenses in our condensed consolidated statements of operations.

Our accounting for the 2018 business combinations is preliminary. We expect to record adjustments as we accumulate information needed to estimate the fair value of assets acquired and liabilities assumed, including working capital balances, estimated fair value of identifiable intangible assets, property, plant and equipment, total consideration and goodwill.

The following table presents the total consideration for the 2018 acquisitions and the preliminary amounts related to the assets acquired and liabilities assumed based on the estimated fair values as of the respective acquisition dates (in thousands):

	2018 Acquisitions
Inventory	$	674
Other current assets	77
Property, plant and equipment	30,235
Definite-lived intangible assets	15,450
Total assets acquired	46,436
Total liabilities assumed	153
Goodwill	14,556
Total consideration (fair value) (1)	$	60,839

(1) Included $0.9 million of contingent consideration.

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U.S. CONCRETE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2017 Acquisitions

We completed eight acquisitions during 2017 that expanded our ready-mixed concrete and aggregate products operations in our Atlantic Region, expanded our ready-mixed concrete operations in Northern California and facilitated vertical integration on the West Coast. The aggregate fair value consideration for these acquisitions, which were all accounted for as business combinations, was $327.9 million. The acquisitions included the assets and certain liabilities of the following:

• Corbett Aggregate Companies, LLC. ("Corbett") located in Quinton, New Jersey on April 7, 2017;

• Harbor Ready-Mix ("Harbor") located in Redwood City, California on September 29, 2017;

• A-1 Materials, Inc. ("A-1”) and L.C. Frey Company, Inc. ("Frey") (collectively “A-1/Frey”) located in San Carlos, California on September 29, 2017;

• Action Supply Co., Inc. ("Action Supply") located in Philadelphia, Pennsylvania on September 29, 2017;

• Polaris Materials Corporation ("Polaris") located in British Columbia, Canada on November 17, 2017; and

• Three individually immaterial acquisitions in December 2017 consisting of two ready-mixed concrete operations and a software company.

The aggregate fair value consideration for these eight acquisitions included $298.4 million in cash, $5.5 million in payments deferred over a four-year period, and fair value contingent consideration of $24.0 million. The combined assets acquired through these 2017 acquisitions included 409 acres of land, two aggregate facilities with approximately 130 million tons of proven aggregates reserves, 51 mixer trucks, seven ready-mix concrete plants and four aggregates distribution terminals. We funded the cash portion of the acquisitions through a combination of cash on hand and borrowings under our Revolving Facility. Prior to the completion of the Polaris acquisition, we received two promissory notes from Polaris aggregating $18.1 million Canadian dollars, which were reclassified as intercompany loans upon completion of the acquisition and have been eliminated from our consolidated balance sheet. During the three and six months ended June 30, 2017, we incurred $0.5 million and $0.7 million of transaction costs, respectively, to effect the 2017 acquisitions, which are included in selling and general administrative expenses in our condensed consolidated statements of operations.

Our accounting for the 2017 business combinations is preliminary, except for the Corbett acquisition. We expect to record adjustments as we accumulate information needed to estimate the fair value of assets acquired and liabilities assumed, including working capital balances, estimated fair value of identifiable intangible assets, property, plant and equipment, adjustments related to determination of the conclusion of tax attributes as of the acquisition date, total consideration and goodwill.

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U.S. CONCRETE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the total consideration for the 2017 acquisitions and the preliminary amounts related to the assets acquired and liabilities assumed based on the estimated fair values as of the respective acquisition dates (in thousands):

	Polaris		2017 Acquisitions (Excluding Polaris)
Cash	$	20,678	$	—
Accounts receivable(1)	4,561		1,110
Inventory	6,022		695
Other current assets	1,522		48
Property, plant and equipment	199,316		63,221
Other long-term assets	896		—
Definite-lived intangible assets	—		8,331
Total assets acquired	232,995		73,405
Current liabilities(2)	26,465		1,081
Other long-term liabilities	2,999		62
Total liabilities assumed	29,464		1,143
Non-controlling interest	21,442		—
Goodwill	60,679		12,837
Total consideration (fair value)(3)	$	242,768	$	85,099

(1) Except for Polaris, the aggregate fair value of the 2017 acquisitions' acquired accounts receivable approximated the aggregate gross contractual amount. The fair value of Polaris's acquired accounts receivable was $4.6 million, which represented an aggregate gross contractual amount of $4.9 million, less estimated amounts not expected to be collected.

(2) Current liabilities for Polaris included $14.2 million payable to the Company, which was eliminated in consolidation.

(3) Included $29.5 million of deferred and contingent consideration for acquisitions other than Polaris.

Acquired Intangible Assets and Goodwill

A summary of the intangible assets acquired in 2018 and 2017 and their estimated useful lives is as follows (in thousands):

	Weighted Average Amortization Period (In Years)	Fair Value At Acquisition Date
Customer relationships	6.86	$	21,171
Non-compete agreements	5.00	2,226
Favorable contract	3.67	384
Total		$	23,781

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2018, the estimated future aggregate amortization expense of definite-lived intangible assets from the 2018 and 2017 acquisitions was as follows (in thousands):

	Year Ending December 31,
2018 (remainder of the year)	$	1,946
2019	3,892
2020	3,875
2021	3,690
2022	3,735
Thereafter	4,965
Total	$	22,103

During the three and six months ended June 30, 2018, we recorded $1.1 million and $1.4 million of amortization expense, respectively, related to these intangible assets. We recorded no amortization expense related to these intangible assets during the three and six months ended June 30, 2017.

The goodwill ascribed to our 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. The goodwill relates to our ready-mixed concrete, aggregate products and other non-reportable segments. See Note 6 for the allocation of goodwill to our segments. We expect the goodwill to be deductible for tax purposes. See Note 9 for additional information regarding income taxes.

Actual Impact of Acquisitions

During the three months ended June 30, 2018, we recorded approximately $46.9 million of revenue and $6.2 million of operating income in our condensed consolidated statements of operations related to the 2017 and 2018 acquisitions following their respective dates of acquisition. During the six months ended June 30, 2018, we recorded approximately $77.2 million of revenue and $6.1 million of operating income in our condensed consolidated statements of operations related to the 2017 and 2018 acquisitions following their respective dates of acquisition. During both the three and six months ended June 30, 2017, we recorded approximately $0.5 million of revenue and $0.5 million of operating income in our condensed consolidated statements of operations related to the 2017 acquisitions.

Unaudited Pro Forma Impact of Acquisitions

The information presented below reflects the unaudited pro forma combined financial results for the acquisitions completed during 2018 and 2017, excluding the individually immaterial acquisitions in 2018 and 2017 as described above, as historical financial results for these operations were not material and were impractical to obtain from the former owners. All other acquisitions have been included and represent our estimate of the results of operations as if the 2018 acquisitions had been completed on January 1, 2017 and the 2017 acquisitions had been completed on January 1, 2016 (in thousands, except per share information):

	Three Months Ended June 30,					Six Months Ended June 30,
	2018		2017			2018		2017
Revenue from continuing operations	$	404,200	$	378,692		$	746,725	$	720,709
Net income (loss) attributable to U.S. Concrete	$	16,440	$	(2,117	)	$	13,794	$	5,232
Net income (loss) per share attributable to U.S. Concrete - basic	$	1.00	$	(0.13	)	$	0.84	$	0.34
Net income (loss) per share attributable to U.S. Concrete - diluted	$	1.00	$	(0.13	)	$	0.84	$	0.32

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The above pro forma results are unaudited and were prepared based on the historical U.S. GAAP results of the Company and the historical results of the 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 2018 acquisitions occurred on January 1, 2017, and the 2017 acquisitions occurred on January 1, 2016.

The unaudited pro forma net income attributable to U.S. Concrete and per share amounts above reflect the following adjustments (in thousands):

	Three Months Ended June 30,					Six Months Ended June 30,
	2018		2017			2018			2017
Increase in intangible amortization expense	$	—	$	(902	)	$	(523	)	$	(1,804	)
Increase in depreciation expense	—		(3,325		)	—			(4,500		)
Exclusion of buyer transaction costs	159		413			851			644
Exclusion of seller transaction costs	—		—			—			3,224
Increase in expenses related to conversions from IFRS(1) to U.S. GAAP	—		(44		)	—			(113		)
Decrease (increase) in income tax expense	16		(923		)	(474		)	(1,416		)
Increase in non-controlling loss	—		(143		)	—			(280		)

(1) IFRS is defined as International Financial Reporting Standards as issued by the International Accounting Standards Board.

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.

5. INVENTORIES

Inventories were as follows (in thousands):

	June 30, 2018		December 31, 2017
Raw materials	$	44,288	$	44,238
Building materials for resale	2,998		2,192
Other	1,498		1,655
Total inventories	$	48,784	$	48,085

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

6.GOODWILL ANDOTHER INTANGIBLE ASSETS

Goodwill

The changes in goodwill by reportable segment from December 31, 2017 to June 30, 2018 were as follows (in thousands):

	Ready-Mixed Concrete Segment			Aggregate Products Segment			Other Non-Reportable Segments			Total
Goodwill, gross at December 31, 2017	$	139,834		$	57,438		$	13,212		$	210,484
2018 acquisitions (1)	13,697			—			859			14,556
Measurement period adjustments for prior year business combinations (2)	(340		)	6,911			(8,542		)	(1,971		)
Goodwill, gross at June 30, 2018	153,191			64,349			5,529			223,069
Accumulated impairment at December 31, 2017 and June 30, 2018	(4,414		)	(1,339		)	—			(5,753		)
Goodwill, net at June 30, 2018	$	148,777		$	63,010		$	5,529		$	217,316

(1) During the three months ended June 30, 2018, we recorded measurement period adjustments for the 2018 acquisitions of $2.3 million related to additional definite-lived intangible assets.

(2) The measurement period adjustments for the 2017 acquisitions recorded during 2018 primarily included $2.7 million of additional property, plant, and equipment, $0.3 million of additional definite-lived intangible assets offset by $0.7 million of lower working capital items and other various changes. The measurement period adjustments for the 2017 acquisitions also included a $9.6 million reclassification of goodwill between the aggregate products segment and other non-reportable segments. We re-characterized the results of our Polaris distribution operations, which include shipping and terminal operations, to the aggregate products segment from other non-reportable segments.  This change was made to better reflect how the Polaris business is viewed and operated by management and more closely aligns our reporting with how we manage and report our other aggregate products operations. 

Other Intangible Assets

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

	As of June 30, 2018
	Gross		Accumulated Amortization			Net		Weighted Average Remaining Life (In Years)
Definite-lived intangible assets
Customer relationships	$	103,464	$	(35,030	)	$	68,434	5.08
Trade names	44,456		(9,655		)	34,801		19.73
Non-competes	19,101		(10,314		)	8,787		3.06
Leasehold interests	12,480		(4,220		)	8,260		6.28
Favorable contracts	4,034		(3,607		)	427		1.50
Total definite-lived intangible assets	183,535		(62,826		)	120,709		9.23
Indefinite-lived intangible assets
Land rights(1)	1,478		—			1,478
Total purchased intangible assets	$	185,013	$	(62,826	)	$	122,187

(1) Land rights acquired in a prior year acquisition will be reclassified to property, plant, and equipment upon the division of certain shared properties and settlement of the associated deferred payment.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	As of December 31, 2017
	Gross		Accumulated Amortization			Net		Weighted Average Remaining Life (In Years)
Definite-lived intangible assets
Customer relationships	$	89,933	$	(28,092	)	$	61,841	5.47
Trade names	44,456		(8,120		)	36,336		19.87
Non-competes	16,875		(8,510		)	8,365		2.93
Leasehold interests	12,480		(3,378		)	9,102		6.66
Favorable contracts	4,034		(3,033		)	1,001		1.35
Total definite-lived intangible assets	167,778		(51,133		)	116,645		9.83
Indefinite-lived intangible assets
Land rights(1)	1,478		—			1,478
Total purchased intangible assets	$	169,256	$	(51,133	)	$	118,123

(1) Land rights acquired in a prior year acquisition will be reclassified to property, plant, and equipment upon the division of certain shared properties and settlement of the associated deferred payment.

As of June 30, 2018, the estimated remaining amortization of our definite-lived intangible assets was as follows (in thousands):

	Year Ending December 31,
2018 (remainder of the year)	$	11,802
2019	22,193
2020	19,985
2021	18,376
2022	12,727
Thereafter	35,626
Total	$	120,709

Also included in other non-current liabilities in the accompanying condensed consolidated balance sheets are unfavorable lease intangibles with a gross carrying amount of $1.5 million as of both June 30, 2018 and December 31, 2017, and a net carrying amount of $0.9 million and $1.0 million as of June 30, 2018 and December 31, 2017, respectively. These unfavorable lease intangibles have a weighted average remaining life of 4.61 years as of June 30, 2018.

We recorded $6.2 million and $5.1 million of amortization expense on our definite-lived intangible assets and unfavorable lease intangibles for the three months ended June 30, 2018 and 2017, respectively. We recorded $11.6 million and $10.3 million of amortization expense on our definite-lived intangible assets and unfavorable lease intangibles for the six months ended June 30, 2018 and 2017, respectively.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

7. DEBT

Our debt and capital leases were as follows (in thousands):

	June 30, 2018			December 31, 2017
6.375% senior unsecured notes due 2024 and unamortized premium(1)	$	609,174		$	609,949
Senior secured credit facility	60,400			9,000
Capital leases	62,632			53,324
Other financing	28,914			31,886
Debt issuance costs	(10,566		)	(10,823		)
Total debt	750,554			693,336
Less: current maturities	(28,753		)	(25,951		)
Long-term debt, net of current maturities	$	721,801		$	667,385

(1) The effective interest rates for these notes were 6.56% for both June 30, 2018 and December 31, 2017.

Senior Secured Credit Facility

As of June 30, 2018, we had $17.5 million of undrawn standby letters of credit under our senior secured credit facility ("Revolving Facility"). The weighted average interest rate for the facility was 3.53% as of June 30, 2018.

Our actual maximum credit availability under the Revolving Facility varies from time to time and is determined by calculating the value of our eligible accounts receivable, inventory, mixer trucks and machinery, minus reserves imposed by the lenders and certain other adjustments. Our availability under the Revolving Facility at June 30, 2018 was $173.6 million. We are required, upon the occurrence of certain events, to maintain a fixed charge coverage ratio of at least 1.0 to 1.0 for each period of 12 calendar months. As of June 30, 2018, we were in compliance with all covenants under the loan agreement that governs the Revolving Facility.

8. 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 independent sources. 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.

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.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following tables present our fair value hierarchy for liabilities measured at fair value on a recurring basis as of June 30, 2018 and December 31, 2017 (in thousands):

	June 30, 2018
	Total		Level 1		Level 2		Level 3
Contingent consideration, including current portion (1)	$	59,371	$	—	$	—	$	59,371
	$	59,371	$	—	$	—	$	59,371

	December 31, 2017
	Total		Level 1		Level 2		Level 3
Contingent consideration, including current portion (1)	$	61,817	$	—	$	—	$	61,817
	$	61,817	$	—	$	—	$	61,817

(1) The current portion of contingent consideration is included in accrued liabilities 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.

The following tables present the valuation inputs for the fair value estimates for our three model types of acquisition-related contingent consideration arrangements. We estimate the fair value of acquisition-related contingent consideration arrangements using a Monte Carlo simulation model, an income approach or a discounted cash flow technique, as appropriate. These fair value measurements are based on significant inputs not observable in the market, and thus represent Level 3 inputs.

The fair value of the contingent consideration arrangements is sensitive to changes in the forecasts of earnings and/or the relevant operating metrics and changes in discount rates.  The fair value of the contingent consideration is reassessed quarterly based on assumptions used in our latest projections and input provided by practice leaders and management.  Any change in the fair value estimate is recorded in our consolidated statement of operations for that period.  The use of different estimates and assumptions could increase or decrease the estimated fair value of our contingent consideration liability, which would result in different impacts to our consolidated balance sheets and consolidated statements of operations.

	As of June 30, 2018
Valuation Inputs	Monte Carlo Simulation		Income Approach		Discounted Cash Flow Technique
Fair value (in millions)	$	33.4	$	24.7	$	1.3
Discount rate	10.50% - 11.50%		3.70% - 5.00%		6.03% - 15.75%
Payment cap (in millions)	$	37.3	$	27.0	$	1.4
Expected payment period remaining (in years)	2-4		1-5		1-5
Management projections of the payout criteria	EBITDA/Volumes		Permitted reserves/Volumes		Volumes

	As of December 31, 2017
Valuation Inputs	Monte Carlo Simulation		Income Approach		Discounted Cash Flow Technique
Fair value (in millions)	$	37.1	$	23.6	$	1.1
Discount rate	9.75% - 11.75%		3.70% - 5.00%		6.03% - 15.75%
Payment cap (in millions)	$	39.3	$	26.0	$	1.4
Expected payment period remaining (in years)	2-4		1-5		1-5
Management projections of the payout criteria	EBITDA/Volumes		Permitted reserves/Volumes		Volumes

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following table provides a reconciliation of the changes in Level 3 fair value measurements from December 31, 2017 to June 30, 2018 (in thousands):

	Contingent Consideration
Balance at December 31, 2017	$	61,817
Acquisitions (1)	893
Change in contingent consideration valuation	(1,258		)
Payments of contingent consideration	(2,081		)
Balance at June 30, 2018	$	59,371

(1) Represents the fair value of the contingent consideration associated with the On Time acquisition as of the acquisition date.

Our other financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, and long-term debt.  We consider the carrying values of cash and cash equivalents, accounts receivable, and accounts payable to be representative of their respective fair values because of their short-term maturities or expected settlement dates.  The fair value of our 6.375% senior unsecured notes due 2024 ("2024 Notes"), which was estimated based on quoted market prices (i.e., Level 2 inputs), was $601.5 million as of June 30, 2018. The carrying value of the outstanding amounts under our Revolving Facility approximates fair value due to the floating interest rate.

9. INCOME TAXES

We recorded income tax expense of $4.3 million and $5.9 million for the three and six months ended June 30, 2018, respectively. We recorded income tax expense allocated to continuing operations of $6.9 million and $13.6 million for the three and six months ended June 30, 2017, respectively. For the six months ended June 30, 2018, our effective tax rate of 32.3% differed from the federal statutory rate primarily due to state taxes and adjustments related to the $1.3 million impact of the tax rate change enacted as part of the Tax Cuts and Jobs Act (the "Tax Act"). For the six months ended June 30, 2017, our effective tax rate of 73.8% differed from the federal statutory rate primarily due to state taxes and the impact of a $13.9 million non-cash loss on our now expired warrants, which was recorded with no associated tax benefit.

We record changes in our unrecognized tax benefits based on anticipated federal and state tax filing positions on a quarterly basis. For the six months ended June 30, 2018 and 2017, we recorded unrecognized tax benefits of $0.2 million and $5.7 million, respectively.

On December 22, 2017, the President signed into law the Tax Act. Shortly after the Tax Act was enacted, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on accounting for the Tax Act’s impact. This guidance provides a measurement period, which in no case should extend beyond one year from the Tax Act enactment date. As of June 30, 2018, we recorded provisional amounts for the effects of the Tax Act for the Base Erosion Anti-abuse Tax, which is a new minimum tax, and a mechanism to tax global intangible low taxed income. These provisional amounts were immaterial to our consolidated financial statements. We will monitor future guidance set forth by the U.S. Department of Treasury with regard to the new provisions under the Tax Act, and true up provisional amounts as appropriate within the one-year measurement period required under SAB 118.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

10. NET EARNINGS (LOSS) PER SHARE

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

The following is a reconciliation of the components of the basic and diluted earnings (loss) per share calculations for the three and six months ended June 30, 2018 and 2017 (in thousands):

	Three Months Ended June 30,					Six Months Ended June 30,
	2018		2017 (1)			2018		2017
Numerator for basic and diluted earnings per share:
Income (loss) from continuing operations attributable to U.S. Concrete	$	16,265	$	(2,169	)	$	12,407	$	4,833
Loss from discontinued operations, net of taxes	—		(180		)	—		(302		)
Net income (loss) attributable to U.S. Concrete	$	16,265	$	(2,349	)	$	12,407	$	4,531
Denominator for diluted earnings per share:
Basic weighted average common shares outstanding	16,477		15,703			16,450		15,601
Restricted stock and restricted stock units	18		—			56		123
Warrants	—		—			—		791
Stock options	11		—			12		16
Diluted weighted average common shares outstanding	16,506		15,703			16,518		16,531

(1) We reported a loss from continuing operations attributable to U.S. Concrete for the three months ended June 30, 2017; therefore, the share count used in the basic and diluted earnings per share calculation was the same.

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 had not met their performance target:

	Three Months Ended June 30,		Six Months Ended June 30,
	2018	2017	2018	2017
Potentially dilutive shares:
Unvested restricted stock awards and restricted stock units	171	275	141	131
Stock options	—	19	—	—
Warrants	—	1,127	—	—
Total potentially dilutive shares	171	1,421	141	131

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

11. RESTRICTED CASH

The following table provides a reconciliation of cash and cash equivalents and restricted cash (in thousands) as reported within our condensed consolidated balance sheets to the same items as reported in our condensed consolidated statement of cash flows:

	June 30, 2018		December 31, 2017
Cash and cash equivalents	$	21,511	$	22,581
Restricted cash included in other current assets	2,836		—
Total cash and cash equivalents and restricted cash	$	24,347	$	22,581

Restricted cash as of June 30, 2018 related to amounts held in escrow pending the purchase of certain emission credits to expand our sales capacity in California of aggregate products delivered by ship from our Canadian operations. The purchase of these emission credits was finalized on July 20, 2018.

12. ASSETS AND LIABILITIES HELD FOR SALE

As of June 30, 2018, the Company had completed negotiations with buyers for properties in New Jersey and Michigan, both within our aggregate products segment, that were near the end of their economic lives and no longer fit into the operating plans of the Company. Upon finalizing negotiations, we recorded a $1.3 million impairment to write the assets down to their fair value. As of June 30, 2018, other current assets included $3.1 million of property, plant and equipment held for sale and accrued liabilities included $1.2 million of liabilities that will be assumed by the buyers. We closed the sale of the Michigan property on July 2, 2018 and expect to close the sale of the New Jersey property in the third quarter of 2018.

13. 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 related to 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 contributing employers and 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.

As of June 30, 2018, 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 facts that would reasonably be expected to lead to material 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 unasserted 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, 2018.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 believes we have adequately accrued for these claims.  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, 2018.

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.

San Francisco County Matter

On April 5, 2018, the State of California filed a lawsuit against the Company in San Francisco County Superior Court alleging

violations of California environmental statutes, unfair business practices, and false advertising arising out of alleged incidents of employees spraying down mixer trucks on public streets allegedly resulting in concrete residue and waste water entering sewer and storm drain systems. The State of California seeks injunctive relief, civil penalties, restitution, and costs of investigation and litigation, including damages of between $2,500 and $25,000 per alleged violation. The Company is vigorously defending against these allegations and while the ultimate liability with respect to these claims cannot be determined at this time, the Company does not expect these matters to result in fines of more than $300,000. The Company does not expect this matter to have a material impact on its financial position, results of operations or liquidity.

Royalty Assessment

In 2014, Eagle Rock Materials Ltd. (“ERM”), a Polaris subsidiary, was notified by the British Columbia Ministry of Forests, Lands and Natural Resource Operations that royalties were due for 2012 and 2013, based on the tenure date, in respect of Polaris’s quarrying lease for the Eagle Rock Quarry project. In 2016, ERM was notified that further royalties were due for 2014, 2015 and 2016 (up to October) based on the tenure date, and in 2017, ERM was notified of interest charges of $0.4 million. The total royalties and interest claimed to date are approximately $2.2 million, which the Company, through its Polaris subsidiary, is disputing. Polaris’s position is that royalties are only payable based on actual production, in accordance with a written undertaking from the responsible government agency prior to commencement of the lease, and as the project has not been developed, no royalties are currently due. Accordingly, the Company has currently not recorded a provision for the royalty assessment.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Insurance Programs

We maintain third-party insurance coverage against certain workers' compensation, automobile and general liability 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. 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, 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 recorded in accrued liabilities and other long-term obligations in our condensed consolidated balance sheets for estimated losses was $20.2 million as of June 30, 2018 and $19.2 million as of December 31, 2017.

Performance Bonds

In the normal course of business, we are contingently liable for performance under $35.0 million in performance bonds that various contractors, states and municipalities have required as of June 30, 2018. The bonds principally relate to construction contracts, reclamation obligations, licensing and permitting. We and our subsidiaries 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, 2018.

Employment Agreements

We have employment agreements with executive officers and certain key members of management under which severance payments would become payable in the event of specified terminations without cause or after a change of control. 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

14. 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 markets: Texas, Northern California, New York, New Jersey, Pennsylvania, Washington, D.C., Oklahoma and the U.S. Virgin Islands. Our aggregate products segment includes crushed stone, sand and gravel products and serves the markets in which our ready-mixed concrete segment operates as well as the West Coast and Hawaii. Other products not associated with a reportable segment include our aggregates distribution operations, building materials stores, hauling operations, lime slurry, ARIDUS^® Rapid Drying Concrete technology, brokered product sales, recycled aggregates operation and an industrial waterfront marine terminal and sales yard. The financial results of our acquisitions have been included in their respective reportable segment or in other products, as applicable, 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 is 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 income (loss) from continuing operations excluding the impact of income tax expense (benefit), depreciation, depletion and amortization, net interest expense, loss on extinguishment of debt, derivative income (loss), the non-cash change in value of contingent consideration, impairment of assets, hurricane-related losses, quarry dredge costs for a specific event, purchase accounting adjustments for inventory and foreign currency losses resulting from the Polaris acquisition. Other impacts excluded from our Adjusted EBITDA are non-cash stock compensation expense, acquisition-related costs and officer transition expenses. Many of the impacts excluded to derive Adjusted EBITDA are similar to those excluded in calculating our compliance with our debt covenants.

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 (1) internally measure our operating performance and (2) 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 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, and may not be comparable to similarly titled measures used in the agreements governing our debt.

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

During the quarter ended June 30, 2018, we re-characterized the results of our Polaris distribution operations, which include shipping and terminal operations, to the aggregate products segment from other products and eliminations.  This change was made to better reflect how the Polaris business is viewed and operated by management and more closely aligns our reporting with how we manage and report our other aggregate products operations.  As a result of this change, certain first quarter of 2018 amounts have been reclassified from those previously reported.

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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,
	2018			2017			2018			2017
Revenue:
Ready-mixed concrete
Sales to external customers	$	350,027		$	310,122		$	639,267		$	585,578
Aggregate products
Sales to external customers	35,065			12,036			59,791			21,333
Intersegment sales	13,449			10,730			22,884			19,257
Total aggregate products	48,514			22,766			82,675			40,590
Total reportable segment revenue	398,541			332,888			721,942			626,168
Other products and eliminations	5,659			8,038			10,045			13,891
Total revenue	$	404,200		$	340,926		$	731,987		$	640,059
Reportable Segment Adjusted EBITDA:
Ready-mixed concrete	$	51,795		$	49,646		$	92,762		$	91,150
Aggregate products	12,237			8,674			16,913			12,671
Total reportable segment Adjusted EBITDA	$	64,032		$	58,320		$	109,675		$	103,821
Reconciliation of Total Reportable Segment Adjusted EBITDA to Income (Loss) From Continuing Operations:
Total reportable segment Adjusted EBITDA	$	64,032		$	58,320		$	109,675		$	103,821
Other products and eliminations from operations	3,333			3,166			4,478			6,023
Corporate overhead	(14,622		)	(14,714		)	(30,092		)	(25,706		)
Depreciation, depletion and amortization for reportable segments	(20,877		)	(15,292		)	(40,036		)	(30,145		)
Acquisition-related costs	—			—			(1,017		)	—
Impairment of assets	(1,299		)	—			(1,299		)	—
Hurricane-related losses for reportable segments	492			—			185			—
Quarry dredge costs for specific event for reportable segment	(365		)	—			(556		)	—
Purchase accounting adjustments for inventory	—			—			(706		)	—
Interest expense, net	(11,514		)	(10,368		)	(22,823		)	(20,510		)
Corporate derivative loss	—			(15,766		)	—			(13,910		)
Change in value of contingent consideration for reportable segments	1,626			(720		)	1,258			(1,328		)
Corporate, other products and eliminations other income, net	(236		)	116			(661		)	201
Income from continuing operations before income taxes	20,570			4,742			18,406			18,446
Income tax expense	(4,292		)	(6,911		)	(5,944		)	(13,613		)
Income (loss) from continuing operations	$	16,278		$	(2,169	)	$	12,462		$	4,833

23

U.S. CONCRETE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	Three Months Ended June 30,				Six Months Ended June 30,
	2018		2017		2018		2017
Capital Expenditures:
Ready-mixed concrete	$	6,948	$	6,216	$	13,466	$	12,323
Aggregate products	5,258		1,409		6,086		5,677
Other products and corporate	256		349		1,285		692
Total capital expenditures	$	12,462	$	7,974	$	20,837	$	18,692

	Three Months Ended June 30,				Six Months Ended June 30,
	2018		2017		2018		2017
Revenue by Product:
Ready-mixed concrete	$	350,027	$	310,122	$	639,267	$	585,578
Aggregate products	35,065		12,036		59,791		21,333
Aggregates distribution	6,249		7,500		10,370		12,953
Building materials	7,269		6,674		13,130		10,744
Lime	3,219		2,445		5,511		5,140
Hauling	1,593		1,260		2,705		2,601
Other	778		889		1,213		1,710
Total revenue	$	404,200	$	340,926	$	731,987	$	640,059

	As of June 30, 2018		As of December 31, 2017
Identifiable Property, Plant and Equipment Assets:
Ready-mixed concrete	$	292,897	$	266,584
Aggregate products	352,145		342,090		(1)
Other products and corporate	29,150		27,594		(1)
Total identifiable assets	$	674,192	$	636,268

(1) $27.5 million has been reclassified to aggregate products from other products and corporate due to the segment reporting change made during the three months ended June 30, 2018.

24

U.S. CONCRETE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

15. SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION

Our 2024 Notes are fully and unconditionally and jointly and severally guaranteed on a senior unsecured basis by each direct and indirect domestic subsidiary of the Company, each a guarantor subsidiary. Each guarantor subsidiary is directly or indirectly 100% owned by the Company. Neither the net book value nor the purchase price of any of our recently acquired guarantor subsidiaries were 20% or more of the aggregate principal amount of our 2024 Notes. The 2024 Notes are not guaranteed by any direct or indirect foreign subsidiaries of the Company, each a non-guarantor subsidiary. Consequently, we are required to provide condensed consolidating financial information in accordance with Rule 3-10 of Regulation S-X.

The following condensed consolidating financial statements present, in separate columns, financial information for (1) the Parent on a parent only basis, (2) the guarantor subsidiaries on a combined basis, (3) the non-guarantor subsidiaries on a combined basis, (4) the eliminations and reclassifications necessary to arrive at the information for the Company on a consolidated basis, and (5) the Company on a consolidated basis.

The following condensed consolidating financial statements of U.S. Concrete, Inc. and its subsidiaries present investments in consolidated subsidiaries using the equity method of accounting. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING BALANCE SHEET

JUNE 30, 2018

(in thousands)

	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations and Reclassifications			U.S. Concrete Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	12,713	$	8,798	$	—		$	21,511
Trade accounts receivable, net	—		239,109		8,525		—			247,634
Inventories	—		41,496		7,288		—			48,784
Prepaid expenses	—		7,974		307		—			8,281
Other receivables	5,776		6,366		55		—			12,197
Other current assets	—		4,437		2,845		—			7,282
Intercompany receivables	14,394		—		—		(14,394		)	—
Total current assets	20,170		312,095		27,818		(14,394		)	345,689
Property, plant and equipment, net	—		457,426		216,766		—			674,192
Goodwill	—		156,637		60,679		—			217,316
Intangible assets, net	—		119,945		2,242		—			122,187
Deferred income taxes	—		—		677		(677		)	—
Investment in subsidiaries	571,615		—		—		(571,615		)	—
Long-term intercompany receivables	369,555		—		—		(369,555		)	—
Other assets	—		6,243		948		—			7,191
Total assets	$	961,340	$	1,052,346	$	309,130	$	(956,241	)	$	1,366,575
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	652	$	127,887	$	1,740	$	—		$	130,279
Accrued liabilities	4,589		73,719		7,620		—			85,928
Current maturities of long-term debt	—		28,169		584		—			28,753
Intercompany payables	—		—		14,394		(14,394		)	—
Total current liabilities	5,241		229,775		24,338		(14,394		)	244,960
Long-term debt, net of current maturities	659,008		62,303		490		—			721,801
Other long-term obligations and deferred credits	875		74,763		2,885		—			78,523
Deferred income taxes	—		4,170		—		(677		)	3,493
Long-term intercompany payables	—		249,217		120,338		(369,555		)	—
Total liabilities	665,124		620,228		148,051		(384,626		)	1,048,777
Total shareholders' equity	296,216		432,118		139,497		(571,615		)	296,216
Non-controlling interest	—		—		21,582		—			21,582
Total equity	296,216		432,118		161,079		(571,615		)	317,798
Total liabilities and equity	$	961,340	$	1,052,346	$	309,130	$	(956,241	)	$	1,366,575

26

U.S. CONCRETE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING BALANCE SHEET

DECEMBER 31, 2017

(in thousands)

	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations and Reclassifications			U.S. Concrete Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	6,970	$	15,611	$	—		$	22,581
Trade accounts receivable, net	—		208,669		5,552		—			214,221
Inventories	—		41,006		7,079		—			48,085
Prepaid expenses	—		4,723		574		—			5,297
Other receivables	16,256		2,644		291		—			19,191
Other current assets	—		2,307		3		—			2,310
Intercompany receivables	14,628		—		—		(14,628		)	—
Total current assets	30,884		266,319		29,110		(14,628		)	311,685
Property, plant and equipment, net	—		416,888		219,380		—			636,268
Goodwill	—		142,221		62,510		—			204,731
Intangible assets, net	—		115,570		2,553		—			118,123
Deferred income taxes	—		—		674		(674		)	—
Investment in subsidiaries	544,256		—		—		(544,256		)	—
Long-term intercompany receivables	322,193		—		—		(322,193		)	—
Other assets	—		4,384		943		—			5,327
Total assets	$	897,333	$	945,382	$	315,170	$	(881,751	)	$	1,276,134
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	17	$	115,465	$	1,588	$	—		$	117,070
Accrued liabilities	6,703		53,097		5,620		—			65,420
Current maturities of long-term debt	—		25,284		667		—			25,951
Intercompany payables	—		—		14,628		(14,628		)	—
Total current liabilities	6,720		193,846		22,503		(14,628		)	208,441
Long-term debt, net of current maturities	608,127		58,545		713		—			667,385
Other long-term obligations and deferred credits	2,035		88,743		2,563		—			93,341
Deferred income taxes	—		5,499		—		(674		)	4,825
Long-term intercompany payables	—		195,282		126,911		(322,193		)	—
Total liabilities	616,882		541,915		152,690		(337,495		)	973,992
Total shareholders' equity	280,451		403,467		140,789		(544,256		)	280,451
Non-controlling interest	—		—		21,691		—			21,691
Total equity	280,451		403,467		162,480		(544,256		)	302,142
Total liabilities and equity	$	897,333	$	945,382	$	315,170	$	(881,751	)	$	1,276,134

27

U.S. CONCRETE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2018

(in thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Reclassifications			U.S. Concrete Consolidated
Revenue	$	—		$	375,316		$	28,884		$	—		$	404,200
Cost of goods sold before depreciation, depletion and amortization	—			298,667			21,571			—			320,238
Selling, general and administrative expenses	—			30,494			1,381			—			31,875
Depreciation, depletion and amortization	—			18,491			3,651			—			22,142
Change in value of contingent consideration	46			(1,672		)	—			—			(1,626		)
Impairment of assets	—			1,299			—			—			1,299
Loss (gain) on sale of assets, net	—			(385		)	14			—			(371		)
Operating income (loss)	(46		)	28,422			2,267			—			30,643
Interest expense, net	10,058			910			546			—			11,514
Other expense (income), net	811			(1,531		)	(721		)	—			(1,441		)
Income (loss) before income taxes, equity in earnings of subsidiaries and non-controlling interest	(10,915		)	29,043			2,442			—			20,570
Income tax expense (benefit)	(3,093		)	7,335			50			—			4,292
Net income (loss) before equity in earnings of subsidiaries and non-controlling interest	(7,822		)	21,708			2,392			—			16,278
Equity in earnings of subsidiaries	24,087			—			—			(24,087		)	—
Net income (loss)	16,265			21,708			2,392			(24,087		)	16,278
Less: Net income attributable to non-controlling interest	—			—			(13		)	—			(13		)
Net income (loss) attributable to U.S. Concrete	$	16,265		$	21,708		$	2,379		$	(24,087	)	$	16,265

28

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2017

(in thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations and Reclassifications			U.S. Concrete Consolidated
Revenue	$	—		$	335,468		$	5,458	$	—		$	340,926
Cost of goods sold before depreciation, depletion and amortization	—			259,733			3,841		—			263,574
Selling, general and administrative expenses	—			29,457			743		—			30,200
Depreciation, depletion and amortization	—			15,561			789		—			16,350
Change in value of contingent consideration	139			581			—		—			720
Gain on sale of assets, net	—			(198		)	—		—			(198		)
Operating income (loss)	(139		)	30,334			85		—			30,280
Interest expense, net	9,989			379			—		—			10,368
Derivative loss	15,766			—			—		—			15,766
Other expense (income), net	—			(622		)	26		—			(596		)
Income (loss) from continuing operations, before income taxes and equity in earnings of subsidiaries	(25,894		)	30,577			59		—			4,742
Income tax expense (benefit)	(3,702		)	10,610			3		—			6,911
Net income (loss) from continuing operations before equity in earnings of subsidiaries	(22,192		)	19,967			56		—			(2,169		)
Loss from discontinued operations, net of taxes and before equity in earnings of subsidiaries	—			(180		)	—		—			(180		)
Net income (loss) before equity in earnings of subsidiaries	(22,192		)	19,787			56		—			(2,349		)
Equity in earnings of subsidiaries	19,843			—			—		(19,843		)	—
Net income (loss)	$	(2,349	)	$	19,787		$	56	$	(19,843	)	$	(2,349	)

29

U.S. CONCRETE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 2018

(in thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Reclassifications			U.S. Concrete Consolidated
Revenue	$	—		$	684,145		$	47,842		$	—		$	731,987
Cost of goods sold before depreciation, depletion and amortization	—			549,283			38,187			—			587,470
Selling, general and administrative expenses	—			60,096			4,055			—			64,151
Depreciation, depletion and amortization	—			35,776			6,941			—			42,717
Change in value of contingent consideration	89			(1,347		)	—			—			(1,258		)
Impairment of assets	—			1,299			—			—			1,299
Loss (gain) on sale of assets, net	—			(575		)	14			—			(561		)
Operating income (loss)	(89		)	39,613			(1,355		)	—			38,169
Interest expense, net	19,827			1,801			1,195			—			22,823
Other expense (income), net	811			(2,535		)	(1,336		)	—			(3,060		)
Income (loss) before income taxes, equity in earnings of subsidiaries and non-controlling interest	(20,727		)	40,347			(1,214		)	—			18,406
Income tax expense (benefit)	(5,776		)	11,699			21			—			5,944
Net income (loss) before equity in earnings of subsidiaries and non-controlling interest	(14,951		)	28,648			(1,235		)	—			12,462
Equity in earnings of subsidiaries	27,358			—			—			(27,358		)	—
Net income (loss)	12,407			28,648			(1,235		)	(27,358		)	12,462
Less: Net income attributable to non-controlling interest	—			—			(55		)	—			(55		)
Net income (loss) attributable to U.S. Concrete	$	12,407		$	28,648		$	(1,290	)	$	(27,358	)	$	12,407

30

U.S. CONCRETE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 2017

(in thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Reclassifications			U.S. Concrete Consolidated
Revenue	$	—		$	629,491		$	10,568		$	—		$	640,059
Cost of goods sold before depreciation, depletion and amortization	—			491,024			8,309			—			499,333
Selling, general and administrative expenses	—			54,655			1,362			—			56,017
Depreciation, depletion and amortization	—			30,929			1,280			—			32,209
Change in value of contingent consideration	280			1,048			—			—			1,328
Loss (gain) on sale of assets, net	—			(392		)	2			—			(390		)
Operating income (loss)	(280		)	52,227			(385		)	—			51,562
Interest expense, net	19,688			822			—			—			20,510
Derivative loss	13,910			—			—			—			13,910
Other expense (income), net	—			(1,373		)	69			—			(1,304		)
Income (loss) from continuing operations, before income taxes and equity in earnings of subsidiaries	(33,878		)	52,778			(454		)	—			18,446
Income tax expense (benefit)	(7,467		)	21,097			(17		)	—			13,613
Net income (loss) from continuing operations before equity in earnings of subsidiaries	(26,411		)	31,681			(437		)	—			4,833
Loss from discontinued operations, net of taxes and before equity in earnings of subsidiaries	—			(302		)	—			—			(302		)
Net income (loss) before equity in earnings of subsidiaries	(26,411		)	31,379			(437		)	—			4,531
Equity in earnings of subsidiaries	30,942			—			—			(30,942		)	—
Net income (loss)	$	4,531		$	31,379		$	(437	)	$	(30,942	)	$	4,531

31

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

SIX MONTHS ENDEDJUNE 30, 2018

(in thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			U.S. Concrete Consolidated
Net cash provided by (used in) operating activities	$	(21,669	)	$	61,128		$	1,461		$	6,940		$	47,860
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment	—			(19,432		)	(1,405		)	—			(20,837		)
Payments for acquisitions, net of cash acquired	—			(61,111		)	—			—			(61,111		)
Proceeds from sale of property, plant and equipment	—			997			88			—			1,085
Proceeds from disposals of businesses	—			158			—			—			158
Insurance proceeds from property loss claims	—			1,634			500			—			2,134
Net cash used in investing activities	—			(77,754		)	(817		)	—			(78,571		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from revolver borrowings	228,613			—			—			—			228,613
Repayments of revolver borrowings	(177,213		)	—			—			—			(177,213		)
Proceeds from exercise of stock options	78			—			—			—			78
Payments of other long-term obligations	(2,215		)	(1,325		)	—			—			(3,540		)
Payments for other financing	—			(13,404		)	(305		)	—			(13,709		)
Other treasury share purchases	(1,869		)	—			—			—			(1,869		)
Cash paid to non-controlling interest	—			—			(249		)	—			(249		)
Other proceeds	—			464			—			—			464
Intercompany funding	(25,725		)	39,470			(6,805		)	(6,940		)	—
Net cash provided by (used in) financing activities	21,669			25,205			(7,359		)	(6,940		)	32,575
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS	—			—			(98		)	—			(98		)
NET INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH	—			8,579			(6,813		)	—			1,766
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	—			6,970			15,611			—			22,581
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	$	—		$	15,549		$	8,798		$	—		$	24,347

32

U.S. CONCRETE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

SIX MONTHS ENDEDJUNE 30, 2017

(in thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			U.S. Concrete Consolidated
Net cash provided by (used in) operating activities	$	20,700		$	61,704		$	2,072		$	(31,321	)	$	53,155
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment	—			(16,612		)	(2,080		)	—			(18,692		)
Payments for acquisitions, net of cash acquired	469			(33,305		)	—			—			(32,836		)
Proceeds from sale of property, plant and equipment	—			841			—			—			841
Proceeds from disposals of businesses	—			873			—			—			873
Investment in subsidiaries	(646		)	—			—			646			—
Net cash provided by (used in) investing activities	(177		)	(48,203		)	(2,080		)	646			(49,814		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of debt	211,500			—			—			—			211,500
Proceeds from exercise of stock options and warrants	494			—			—			—			494
Payments of other long-term obligations	(2,925		)	(1,611		)	—			—			(4,536		)
Payments for other financing	—			(8,778		)	—			—			(8,778		)
Debt issuance costs	(3,231		)	—			—			—			(3,231		)
Other treasury share purchases	(2,825		)	—			—			—			(2,825		)
Intercompany funding	(223,536		)	191,666			1,195			30,675			—
Net cash provided by (used in) financing activities	(20,523		)	181,277			1,195			30,675			192,624
NET INCREASE IN CASH AND CASH EQUIVALENTS	—			194,778			1,187			—			195,965
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	—			75,576			198			—			75,774
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	—		$	270,354		$	1,385		$	—		$	271,739

33

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, 2017 (the “2017 Form 10-K”).

Our Business

U.S. Concrete, Inc. is a Delaware corporation founded and incorporated in 1997. We began operations in 1999, which is the year we completed our initial public offering. In this report, we refer to U.S. Concrete, Inc. and its consolidated subsidiaries as "we," "us," "our," the "Company" or "U.S. Concrete", unless we specifically state otherwise, or the context or content indicates otherwise. We are a leading producer of ready-mixed concrete in select geographic markets in the United States and the U.S. Virgin Islands. We operate our business through two primary segments: ready-mixed concrete and aggregate products. Ready-mixed concrete is an important building material used in the vast majority of commercial, residential and public works construction projects. Aggregate products are granular raw materials essential in the production of ready-mixed concrete.

Ready-Mixed Concrete.Our ready-mixed concrete segment (which represented 87.3% of our revenue for the six months ended June 30, 2018) engages principally in the formulation, preparation and delivery of ready-mixed concrete to our customers’ job sites. We provide our ready-mixed concrete from our operations in Texas, New Jersey, New York, Washington, D.C., Pennsylvania, California, Oklahoma and the U.S. Virgin Islands. 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. We generally do not provide paving or other finishing services, which construction contractors or subcontractors typically perform.

Aggregate Products. Our aggregate products segment (which represented 8.2% of our revenue for the six months ended June 30, 2018, excluding $22.9 million of intersegment sales) produces crushed stone, sand and gravel from 19 aggregates facilities located in New Jersey, Texas, Oklahoma, the U.S. Virgin Islands and British Columbia, Canada. We sell these aggregates for use in commercial, industrial, and public works projects, as well as consume them internally in the production of ready-mixed concrete in the markets served by the aggregates facilities. We produced approximately 4.7 million tons of aggregates during the six months ended June 30, 2018, with British Columbia, Canada representing 43%, Texas / Oklahoma representing 34%, New Jersey representing 20%, and the U.S. Virgin Islands representing 3% of the total. We consumed 35% of our aggregate production internally and sold 65% to third-party customers during the six months ended June 30, 2018. We believe our aggregate reserves provide us with additional raw materials sourcing flexibility and supply availability. In addition, we own a quarry in West Texas, which we lease to a third party, who pays us a royalty based on the volumes produced and sold.

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 aggregate products (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.

In most of our geographic markets, the prices we pay for cement and aggregate products increased in the first six months of 2018 compared to the same period in 2017. 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 aggregate products.  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 aggregate products.

34

Overview

The geographic markets for our products are generally local, except for our newly acquired Canadian aggregate products operation that primarily serves markets in California. 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 is 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.

Our ready-mixed concrete operations sales volume increased 8.4% to 4.7 millioncubic yards for the six months ended June 30, 2018, as compared to the six months ended June 30, 2017. In addition, our ready-mixed concrete average sales prices increased 0.3% to $134.79 for the six months ended June 30, 2018, as compared to the six months ended June 30, 2017. The increase in sales volume was driven largely by ready-mixed concrete segment acquisitions completed in the past year.

Acquisitions

We completed three acquisitions during the six months ended June 30, 2018 that expanded our ready-mixed concrete operations in our Atlantic Region (which we define to include New York, New Jersey, Washington, D.C. and Pennsylvania) and expanded our ready-mixed concrete and aggregate products operations in West Texas. In addition, we completed eight acquisitions during 2017, the majority of which occurred during the period from September 29, 2017 to December 31, 2017. The 2017 acquisitions expanded our ready-mixed concrete operations in Northern California, facilitated vertical integration on the West Coast and expanded our aggregates operations in the Atlantic Region. As a result of the strategic expansion of our aggregate products operations and continued vertical integration, we expect our aggregate product sales to increase as a percentage of our total segment revenue.

For additional information on our acquisitions, see Note 4, "Business Combinations" to our condensed consolidated financial statements included in Part I of this report.

35

Results of Operations

The following table sets forth selected statement of operations information.

	(amounts in thousands, except selling prices and percentages)
	Three Months Ended June 30,						Increase/ (Decrease)	Six Months Ended June 30,						Increase/ (Decrease)
	2018			2017			%(1)	2018			2017			%(1)
	(unaudited)							(unaudited)
Revenue	$	404,200		$	340,926		18.6%	$	731,987		$	640,059		14.4%
Cost of goods sold before depreciation, depletion and amortization	320,238			263,574			21.5	587,470			499,333			17.7
Selling, general and administrative expenses	31,875			30,200			5.5	64,151			56,017			14.5
Depreciation, depletion and amortization	22,142			16,350			35.4	42,717			32,209			32.6
Change in value of contingent consideration	(1,626		)	720			NM	(1,258		)	1,328			NM
Impairment of assets	1,299			—			NM	1,299			—			NM
Gain on sale of assets, net	(371		)	(198		)	87.4	(561		)	(390		)	43.8
Operating income	30,643			30,280			1.2	38,169			51,562			(26.0)
Interest expense, net	11,514			10,368			11.1	22,823			20,510			11.3
Derivative loss	—			15,766			NM	—			13,910			NM
Other income, net	(1,441		)	(596		)	141.8	(3,060		)	(1,304		)	134.7
Income from continuing operations before income taxes	20,570			4,742			333.8	18,406			18,446			(0.2)
Income tax expense	4,292			6,911			(37.9)	5,944			13,613			(56.3)
Income (loss) from continuing operations	16,278			(2,169		)	NM	12,462			4,833			157.9
Loss from discontinued operations, net of taxes	—			(180		)	NM	—			(302		)	NM
Net income (loss)	16,278			(2,349		)	NM	12,462			4,531			175.0
Less: Net income attributable to non-controlling interest	(13		)	—			NM	(55		)	—			NM
Net income (loss) attributable to U.S. Concrete	$	16,265		$	(2,349	)	NM	$	12,407		$	4,531		173.8%
Ready-mixed Concrete Data:
Average sales price per cubic yard	$	133.03		$	134.43		(1.0)%	$	134.79		$	134.36		0.3%
Sales volume in cubic yards	2,624			2,304			13.9%	4,719			4,353			8.4%
Aggregate Products Data:
Average sales price per ton (2)	$	11.11		$	12.86		(13.6)%	$	11.03		$	12.73		(13.4)%
Sales volume in tons	3,055			1,529			99.8%	5,189			2,775			87.0%

(1) "NM" is defined as "not meaningful".

(2) Our calculation of the aggregate products segment average sales price excludes certain other ancillary revenue and Polaris’s freight revenue.  We define revenue for our aggregate products average sales price calculation as amounts billed to external and internal customers for coarse and fine aggregate products, excluding delivery charges.  Our definition and calculation of average sales price may differ from other companies in the construction materials industry.

36

Revenue. For the three months ended June 30, 2018, revenue grew 18.6%, or $63.3 million, compared to the prior year second quarter, resulting from both organic growth and growth from acquisitions. We estimate that acquisitions completed since April 1, 2017 accounted for $46.8 million of revenue during the three months ended June 30, 2018. As a result of the strategic expansion of our aggregate products operations and continued vertical integration, our aggregate products sales grew to 12.2% of total reportable segment revenue in the three months ended June 30, 2018 from 6.8% in the same period last year.

In the second quarter of 2018, ready-mixed concrete sales contributed $39.9 million, or 63.0%, of our revenue growth, driven by a 13.9% increase in volume, partially offset by a 1.0% decrease in our average sales price. We achieved price increases in most of our major markets despite a lower average sales price. The lower average sales price reflects a shift in mix, as opposed to lower pricing. Aggregate products sales contributed $25.7 million, or 40.6%, of our revenue growth, driven by a 99.8% increase in volume that was partially offset by a 13.6% decrease in the average sales price. The increased volume was primarily due to recent acquisitions in our West Coast (Polaris) and West Texas markets. During the second quarter of 2018, we re-characterized all sales from our Polaris subsidiary (some of which were previously reported in other products and eliminations) as aggregate products revenue to more closely align these results with how we manage and report our other aggregate products operations. Other products revenue and eliminations, which includes building materials stores, hauling operations, lime slurry, brokered product sales, recycled aggregates, aggregates distribution, an industrial waterfront marine terminal and sales yard, and eliminations of our intersegment sales, decreased to $5.7 million in the second quarter of 2018 as compared to $8.0 million in the second quarter of 2017, primarily due to increased elimination of our intersegment sales.

Revenue for the six months ended June 30, 2018 grew 14.4%, or $91.9 million, compared to the six months ended June 30, 2017, primarily due to recent acquisitions and organic growth. We estimate that acquisitions completed since April 1, 2017 accounted for $76.7 million of revenue for the six months ended June 30, 2018. Our West Coast and West Texas markets led all of our other major markets with significantly higher total revenue, higher ready-mixed concrete sales and volume as well as increased aggregate product sales and volume for the six months ended June 30, 2018 compared to the prior year period. Ready-mixed concrete sales contributed 58.4%, or $53.7 million of our revenue growth, driven by an 8.4% increase in volume and a 0.3% increase in our average sales price. Aggregate products sales grew $42.1 million, or 103.7%, to $82.7 million from $40.6 million, resulting primarily from an 87.0% increase in volume offset by a 13.4% decrease in average sales price. The increased volume was primarily due to recent acquisitions in our West Coast (Polaris) and West Texas markets. Other products revenue and eliminations, as described above, decreased to $10.0 million from $13.9 million for the first six months of 2018 compared to the same period in 2017, primarily due to increased elimination of our intersegment sales.

Cost of goods sold before depreciation, depletion and amortization ("DD&A"). Cost of goods sold before DD&A increased by $56.6 million, or 21.5%, in the second quarter of 2018 compared to the prior year quarter. As a percentage of revenue, cost of goods sold before DD&A increased by 1.9% in the second quarter of 2018 compared to the second quarter of 2017. Our costs increased primarily due to volume growth from acquisitions, resulting in higher raw material costs, delivery costs, and plant variable costs, which includes primarily labor and benefits, freight, and repairs and maintenance. During the second quarter of 2018, our fixed costs, which primarily consist of leased equipment costs, property taxes, dispatch costs, quality control, and plant management, increased over the comparable 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. In addition, we incurred some raw material cost increases that we were not able to immediately pass along to our customers.

For the first six months of 2018, cost of goods sold before DD&A increased by $88.1 million, or 17.7%, compared to the six months ended June 30, 2017. Similar to the second quarter of 2018, our costs increased primarily due to volume growth resulting from acquisitions, resulting in higher raw material costs, delivery costs, and plant variable costs. During the first six months of 2018, our fixed costs increased over the comparable prior year period primarily due to higher costs to operate our facilities, as well as additional locations and trucks than in the previous year. As a percentage of revenue, cost of goods sold before DD&A increased by 2.3% in the first six months of 2018 compared to the first six months of 2017.

Selling, general and administrative expenses. Selling, general and administrative ("SG&A") expenses increased $1.7 million, or 5.5%, for the quarter ended June 30, 2018, in comparison to the corresponding 2017 quarter. The increase resulted from various factors, including the impact of additional SG&A expenses from recent acquisitions, increased personnel-related costs to support our growth initiatives and acquisition strategy, and increased marketing expenses. As a percentage of revenue, SG&A expenses decreased to 7.9% in the 2018second quarter from 8.9% in the 2017second quarter.

For the first six months of 2018, SG&A expenses increased $8.1 million, or 14.5%, compared to the first six months of 2017. This increase resulted from various factors, including acquisition-related costs, non-cash stock compensation expense, the impact of additional SG&A expenses from recent acquisitions, additional personnel-related costs to support our growth initiatives and acquisition strategy, and higher marketing expenses. As a percentage of revenue, SG&A expenses were comparable at 8.8% in both the first six months of 2018 and 2017.

37

Depreciation, depletion and amortization. DD&A expense increased $5.8 million, or 35.4%, for the quarter ended June 30, 2018, as compared to the corresponding quarter of 2017. For the first six months of 2018, DD&A expense increased $10.5 million, or 32.6%, as compared to the first six months of 2017. The increases primarily related to depreciation on additional plants, equipment and mixer trucks purchased to service increased demand or through acquisitions and depletion on acquired mineral deposits.

Change in value of contingent consideration.  For the three months ended June 30, 2018, we recorded a non-cash gain on revaluation of contingent consideration of $1.6 million compared to a non-cash loss of $0.7 million for the comparable 2017 quarter. For the six months ended June 30, 2018, we recorded a non-cash gain on revaluation of contingent consideration of $1.3 million compared to a non-cash loss of $1.3 million for the same period in 2017. These non-cash items are related to fair value changes in contingent consideration associated with certain of our acquisitions. The key inputs in determining the fair value of our contingent consideration of $59.4 million at June 30, 2018, included discount rates ranging from 3.70% to 15.75% and management's estimates of future sales volumes, permitted reserves and EBITDA. Changes in these inputs impact the valuation of our contingent consideration and result in gain or loss each reporting period. The non-cash gain from fair value changes in contingent consideration for the first six months of 2018 was primarily due to updated financial expectations for certain previously acquired businesses, while the expense in 2017 was primarily due to the passage of time.

Interest expense, net.  Net interest expense increased by $1.1 million for the quarter ended June 30, 2018, from the comparable 2017 quarter and increased $2.3 million for the first six months of 2018 from the first six months of 2017, primarily due to borrowings under our revolving credit facility in 2018.

Derivative loss.  We recorded a non-cash loss on derivatives of $15.8 million for the quarter ended June 30, 2017, and $13.9 million for the six months ended June 30, 2017, related to fair value changes in our warrants that were issued on August 31, 2010 (the "Warrants") and expired on August 31, 2017. Each quarter the Warrants were outstanding, we determined the fair value of our derivative liabilities, and the changes resulted in either income or loss. These non-cash losses in 2017 were primarily due to an increase in the price of our common stock.

Income taxes.  For the three months ended June 30, 2018 and 2017, we recorded income tax expense allocated to continuing operations of $4.3 million and $6.9 million, respectively. For the six months ended June 30, 2018 and 2017, we recorded income tax expense allocated to continuing operations of $5.9 million and $13.6 million, respectively.

For the six months ended June 30, 2018, our effective tax rate of 32.3% differed from the federal statutory rate primarily due to state taxes and adjustments related to the impact of a tax rate change enacted as part of the Tax Cuts and Jobs Act (the "Tax Act") in the amount of $1.3 million. For the six months ended June 30, 2017, our effective tax rate of 73.8% differed from the federal statutory rate primarily due to state taxes and the impact of a $13.9 million non-cash loss on our now expired Warrants, which was recorded with no associated tax benefit.

Under U.S. tax law, we treat our Canadian and U.S. Virgin Island subsidiaries as controlled foreign corporations. As such, we consider our undistributed earnings of our Canadian and U.S. Virgin Island subsidiaries, if any, to be indefinitely reinvested and, accordingly, we do not record any incremental U.S. taxes thereon.

On December 22, 2017, the President signed into law the Tax Act. Shortly after the Tax Act was enacted, the Securities and Exchange Commission ("SEC") staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on accounting for the Tax Act’s impact. This guidance provides a measurement period, which in no case should extend beyond one year from the Tax Act enactment date. As of June 30, 2018, we recorded provisional amounts for the effects of the Tax Act for the Base Erosion Anti-abuse Tax, which is a new minimum tax, and a mechanism to tax global intangible low taxed income. These provisional amounts were immaterial to our consolidated financial statements. We will monitor future guidance set forth by the U.S. Department of Treasury with regard to the new provisions under the Tax Act, and true up provisional amounts as appropriate within the one-year measurement period required under SAB 118.

38

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 the impact of income tax expense (benefit), depreciation, depletion and amortization, net interest expense, loss on extinguishment of debt, derivative income (loss), the non-cash change in value of contingent consideration, impairment of assets, hurricane-related losses, quarry dredge costs for a specific event, purchase accounting adjustments for inventory and foreign currency losses resulting from the Polaris acquisition. Other impacts excluded from our Adjusted EBITDA are non-cash stock compensation expense, acquisition-related costs and officer transition expenses. Many of the impacts excluded to derive Adjusted EBITDA are similar to those excluded in calculating our compliance with our debt covenants.

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 (1) internally measure our operating performance and (2) 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 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, and may not be comparable to similarly titled measures used in agreements that govern our debt.

During the quarter ended June 30, 2018, we re-characterized certain results of our Polaris distribution operations, which include shipping and terminal operations, to the aggregate products segment from other products and eliminations.  This change, which now results in all of Polaris’s operating results being reported in the aggregates products segment, was made to better reflect how the Polaris business is viewed and operated by management and more closely aligns our reporting with how we manage and report our other aggregate products operations.  As a result of this change, certain first quarter of 2018 amounts have been reclassified from those previously reported.

See Note 14, "Segment Information," to our condensed consolidated financial statements in this report for additional information regarding our segments and the reconciliation of Adjusted EBITDA to income (loss) from continuing operations before income taxes.

39

Ready-mixed Concrete

The following table sets forth key financial information for our ready-mixed concrete segment:

	(amounts in thousands, except selling prices and percentages)
	Three Months Ended June 30,						Increase/ (Decrease)	Six Months Ended June 30,						Increase/ (Decrease)
	2018			2017			%	2018			2017			%
Ready-mixed Concrete Segment:
Revenue	$	350,027		$	310,122		12.9%	$	639,267		$	585,578		9.2%
Segment revenue as a percentage of total revenue	86.6		%	91.0		%		87.3		%	91.5		%
Adjusted EBITDA	$	51,795		$	49,646		4.3%	$	92,762		$	91,150		1.8%
Adjusted EBITDA as a percentage of segment revenue	14.8		%	16.0		%		14.5		%	15.6		%
Ready-mixed Concrete Data:
Average sales price per cubic yard(1)	$	133.03		$	134.43		(1.0)%	$	134.79		$	134.36		0.3%
Sales volume in cubic yards	2,624			2,304			13.9%	4,719			4,353			8.4%

(1) Calculation excludes certain ancillary revenue that is reported within the segment.

Revenue.  Our ready-mixed concrete sales provided 86.6% and 91.0% of our total revenue in the second quarter of 2018 and 2017, respectively. Segment revenue for the second quarter of 2018 increased $39.9 million, or 12.9%, from the comparable 2017 period, resulting from both organic growth and growth from acquisitions. We estimate that acquisitions completed since April 1, 2017 contributed $24.4 million of revenue to our second quarter of 2018 ready-mixed concrete segment. In addition, all of our major markets generated increased revenue and sales volume, except for our Atlantic market. In our Atlantic market, the sales volumes were relatively flat quarter-over-quarter.

In the second quarter of 2018 as compared to the second quarter of 2017, revenue reflected a 13.9% increase in sales volume, or 320 thousand cubic yards, providing $43.0 million, or approximately 107.8%, of our ready-mixed concrete revenue growth, which was partially offset by a 1.0% decrease in the average sales price, which decreased revenue by $3.1 million, or approximately 7.8%. We achieved price increases in most of our major markets despite a lower average sales price. The lower average sales price reflects a shift in mix, as opposed to lower pricing, including the impact of our recent acquisitions, which are in lower priced markets.

Our ready-mixed concrete sales provided 87.3% and 91.5% of our total revenue in the first six months of 2018 and 2017, respectively. Segment revenue for the first six months of 2018 increased $53.7 million, or 9.2%, from the comparable 2017 period, resulting from both organic growth and growth from acquisitions, with the majority of the increase due to higher sales volume. We estimate that acquisitions completed since April 1, 2017 contributed $37.6 million of revenue to our first six months of 2018 ready-mixed concrete segment. In addition, all our major markets generated increased average sales price, except for our Atlantic market. In our Atlantic market, the sales volumes were relatively flat for the first six months of 2018 versus 2017.

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Adjusted EBITDA.  Adjusted EBITDA for our ready-mixed concrete segment increased to $51.8 million in the second quarter of 2018 from $49.6 million in the second quarter of 2017, an increase of $2.1 million, or 4.3%. Our sales volumes increased 13.9% while the average sales price decreased 1.0%. Our variable costs, which include primarily raw material costs, labor and benefits costs, utilities, and delivery costs, were all higher due primarily to the increased volume and recent acquisitions. During the second quarter of 2018, we also experienced certain raw materials price increases from our vendors, which increased our cost of goods sold. While we are generally able to pass these price increases along to our customers, due to the timing of certain of the increases, we were unable to immediately recoup the full impact. Our fixed costs, which consist primarily of equipment rental, plant management, property taxes, quality control, and dispatch costs, increased in the 2018second quarter compared to the prior year second quarter due to higher personnel and equipment costs needed to operate our facilities, as well as higher overall fixed costs to operate more locations and mixer trucks compared to the previous year. Segment Adjusted EBITDA as a percentage of segment revenue was 14.8% in the second quarter of 2018 versus 16.0% in 2017, primarily reflecting the increased cost of goods sold.

For the six months ended June 30, 2018, Adjusted EBITDA for our ready-mixed concrete segment increased to $92.8 million from $91.2 million in the first six months of 2017, an increase of $1.6 million, or 1.8%. Our sales volumes increased 8.4%, and our average sales price increased 0.3%. Our variable costs were all higher due primarily to the increased volume and recent acquisitions. During the first six months of 2018, we also experienced certain raw materials price increases from our vendors, which increased our cost of goods sold. While we are generally able to pass these price increases along to our customers, due to the timing of certain of the increases, we were unable to immediately recoup the full impact. Our fixed costs increased in the first six months of 2018 versus the comparable period in the prior year due to higher personnel and equipment costs needed to operate our facilities, as well as higher overall fixed costs to operate more locations and mixer trucks. Segment Adjusted EBITDA as a percentage of segment revenue was 14.5% in the first six months of 2018 versus 15.6% in 2017, primarily reflecting the increased cost of goods sold.

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Aggregate Products

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

	(amounts in thousands, except selling prices and percentages)
	Three Months Ended June 30,						Increase/ (Decrease)	Six Months Ended June 30,						Increase/ (Decrease)
	2018			2017			%	2018			2017			%
Aggregate Products Segment:
Sales to external customers	$	35,065		$	12,036			$	59,791		$	21,333
Intersegment sales	13,449			10,730				22,884			19,257
Total aggregate products revenue	$	48,514		$	22,766		113.1%	$	82,675		$	40,590		103.7%
Segment revenue, excluding intersegment sales, as a percentage of total company revenue	8.7		%	3.5		%		8.2		%	3.3		%
Adjusted EBITDA	$	12,237		$	8,674		41.1%	$	16,913		$	12,671		33.5%
Adjusted EBITDA as a percentage of total aggregate products revenue	25.2		%	38.1		%		20.5		%	31.2		%
Aggregate Products Data:
Average sales price per ton(1)	$	11.11		$	12.86		(13.6)%	$	11.03		$	12.73		(13.4)%
Sales volume in tons	3,055			1,529			99.8%	5,189			2,775			87.0%

(1) Our calculation of the aggregate products segment average sales price excludes certain other ancillary revenue and Polaris’s freight revenue.  We define revenue for our aggregate products average sales price calculation as amounts billed to external and internal customers for coarse and fine aggregate products, excluding delivery charges.  Our definition and calculation of average sales price may differ from other companies in the construction materials industry.

During the quarter ended June 30, 2018, we re-characterized certain results of our Polaris distribution operations, which include shipping and terminal operations, to the aggregate products segment from other products and eliminations.  This change was made to better reflect how the Polaris business is viewed and operated by management and more closely aligns our reporting with how we manage and report our other aggregate products operations.  As a result of this change, certain first quarter of 2018 amounts have been reclassified from those previously reported. Further, as a result of the strategic expansion of our aggregate products operations and continued vertical integration, our aggregate products sales continue to increase as a percentage of our total revenue.

Revenue.Sales for our aggregate products segment provided 8.7% and 3.5% of our total revenue for the second quarter of 2018 and 2017, respectively, excluding intersegment sales of $13.4 million and $10.7 million, respectively. Segment revenue increased $25.7 million, or 113.1%, compared to prior year levels, primarily due to acquisitions. We estimate that acquisitions completed since April 1, 2017 contributed $24.6 million to our second quarter of 2018 aggregate products revenue. In addition, our aggregate products revenue and sales volume increased in all of our major markets as compared to the second quarter of 2017.

For the first six months of 2018, aggregate products segment sales provided 8.2% and 3.3% of our total revenue for 2018 and 2017, respectively, excluding intersegment sales of $22.9 million and $19.3 million, respectively. Segment revenue increased $42.1 million, or 103.7%, compared to prior year levels, primarily due to acquisitions. We estimate that acquisitions completed since April 1, 2017 contributed $42.7 million to our first six months of 2018 aggregate products revenue. In addition, our aggregate products revenue and sales volume increased in all of our major markets, except for our North Texas market as compared to the first six months of 2017.

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We sell our aggregate products to external customers and also sell them internally to our ready-mixed concrete segment at market price. Our average sales price decreased 13.6% and 13.4% in the three and six months ended June 30, 2018 as compared to the three and six months ended June 30, 2017. Our recent acquisitions have resulted in a change in product mix which has resulted in an overall lower average sales price for the segment. In addition, we are experiencing reduced product margins in our aggregate products segment pending full integration and volume expansion of recent acquisitions, including Polaris.

Adjusted EBITDA.AdjustedEBITDA for our aggregate products segment increased to $12.2 million in the second quarter of 2018 from $8.7 million in the second quarter of 2017. Although sales volumes increased 99.8%, the average sales price decreased 13.6%. The higher revenue from sales volume was partially offset by a decrease in the average sales price, an increase in the cost of goods sold associated with the volume growth, and an increase in the SG&A expenses related to our acquisitions. Overall, our segment Adjusted EBITDA as a percentage of segment revenue decreased to 25.2% in the second quarter of 2018 from 38.1% in the second quarter of 2017.

For the six months ended June 30, 2018, AdjustedEBITDA for our aggregate products segment increased to $16.9 million from $12.7 million for the six months ended June 30, 2017. Although sales volumes increased 87.0%, the increased revenues were partially offset by a 13.4% decrease in the average sales price. In addition, the higher revenue from sales volume was partially offset by the increased cost of goods sold associated with the volume growth, as well as increased SG&A expenses related to our acquisitions. Overall, our segment Adjusted EBITDA as a percentage of segment revenue decreased to 20.5% in the first six months of 2018 from 31.2% in the comparable period of 2017.

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Liquidity and Capital Resources

Overview

Our primary sources of liquidity are cash generated from operations, available cash and cash equivalents and access to our asset-based revolving credit facility (the "Revolving Facility"), which provides for aggregate borrowings of up to $350.0 million, subject to a borrowing base.

As of June 30, 2018, we had $21.5 million of cash and cash equivalents, not including restricted cash of $2.8 million. At June 30, 2018, based on our borrowing base, we had $173.6 million of available borrowing capacity under the Revolving Facility, providing total available liquidity of $195.1 million. Our unused availability under the Revolving Facility at June 30, 2018 decreased from December 31, 2017, primarily due to higher outstanding borrowings under the Revolving Facility.

The following key financial metrics reflect our financial position and capital resources as of June 30, 2018 and December 31, 2017 (dollars in thousands):

	June 30, 2018		December 31, 2017
Cash and cash equivalents	$	21,511	$	22,581
Working capital	$	100,729	$	103,244
Total debt (1)	$	750,554	$	693,336
Equity	317,798		302,142
Total capital	$	1,068,352	$	995,478
Available capacity under the Revolving Facility	$	173,600	$	206,400

(1) Total debt includes long-term debt, net of unamortized debt issuance costs, including current maturities, capital leases, notes payable and borrowings under the Revolving Facility.

Our primary liquidity needs over the next 12 months consist of (1) financing working capital requirements; (2) servicing our indebtedness; (3) purchasing property, plant and equipment; and (4) payments related to strategic acquisitions. Our primary portfolio strategy includes acquisitions in various regions and markets. 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 Revolving Facility is governed by a borrowing base primarily determined by our eligible accounts receivable, inventory, mixer trucks and machinery. Our borrowing base also typically declines during the first quarter due to lower accounts receivable balances as a result of normal seasonality of our business caused by weather.

The projection of our cash needs is based upon many factors, including without limitation, our expected volume, pricing, cost of materials and capital expenditures. We anticipate that our federal and state income tax payments will decline in 2018 as compared to prior years following the enactment of the Tax Act, which reduced the corporate statutory rate from 35% to 21%. Based on our projected cash needs, we believe that cash on hand, availability under the Revolving Facility and cash generated from operations will provide us with sufficient liquidity in the ordinary course of business for the next twelve months, not including potential acquisitions. If, however, availability under the Revolving Facility, cash on hand and our operating cash flows are not adequate to fund our operations, we would need to obtain other equity or debt financing or sell assets to provide additional liquidity.

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 payment difficulties experienced by our customers; and

• inclement weather beyond normal patterns that could reduce our sales volumes.

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The discussion that follows provides a description of our arrangements relating to our outstanding indebtedness.

Senior Secured Credit Facility

Our Revolving Facility provides for up to $350.0 million of revolving borrowings. Under the terms of the agreement governing the facility, we can incur other secured indebtedness not to exceed certain amounts as specified in the agreement. Our actual maximum credit availability under the Revolving Facility varies from time to time and is subject to a borrowing base determined based upon the value of our eligible accounts receivable, inventory, mixer trucks and machinery, minus reserves imposed by the lenders and other adjustments, all as specified in the agreement. There are also provisions for swingline loans up to a $15.0 million sublimit and letters of credit up to a $50.0 million sublimit. Loans under the Revolving Facility are in the form of either base rate loans or “LIBOR loans” denominated in U.S. dollars.

Under the Revolving Facility agreement, we are subject to usual and customary negative covenants 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 or make other distributions; make loans; prepay certain indebtedness; and make investments or acquisitions.  The negative covenants are subject to certain exceptions.  Under our loan agreement and in accordance with the agreement, we, upon the occurrence of certain events, are required to maintain a fixed charge coverage ratio of at least 1.0 to 1.0 for each period of 12 calendar months. As of June 30, 2018, we were in compliance with all debt covenants to which we were subject.

Senior Unsecured Notes due 2024

During 2016 and 2017, we issued $600.0 million aggregate principal amount of 6.375% senior unsecured notes due 2024 (the "2024 Notes"). The 2024 Notes are governed by an indenture (the “Indenture”) dated as of June 7, 2016, by and among U.S. Concrete, Inc., as issuer, the subsidiary guarantors party thereto, and U.S. Bank National Association, as trustee. The 2024 Notes accrue interest at a rate of 6.375% per annum. We pay interest on the 2024 Notes on June 1 and December 1 of each year. The 2024 Notes mature on June 1, 2024, and are redeemable at our option prior to maturity at prices specified in the Indenture. The Indenture contains negative covenants that restrict our ability and our restricted subsidiaries' ability to engage in certain transactions, as described below, and also contains customary events of default.

The 2024 Notes are issued by U.S. Concrete, Inc., the parent company, and are guaranteed on a full and unconditional basis by each of our restricted subsidiaries that guarantees any obligations under the Revolving Facility or that guarantees certain of our other indebtedness or certain indebtedness of our restricted subsidiaries (other than foreign restricted subsidiaries that guarantee only indebtedness incurred by another foreign subsidiary). The guarantees are joint and several. U.S. Concrete, Inc. does not have any independent assets or operations, and none of its foreign subsidiaries guarantee the 2024 Notes.

The 2024 Notes and the guarantees thereof are effectively subordinated to all of our and our guarantors' existing and future secured obligations, including obligations under the Revolving Facility, to the extent of the value of the collateral securing such obligations; senior in right of payment to any of our and our guarantors' future subordinated indebtedness; pari passu in right of payment with any of our and our guarantors' existing and future senior indebtedness, including our and our guarantors' obligations under the Revolving Facility; and structurally subordinated to all existing and future indebtedness and other liabilities, including preferred stock, of any non-guarantor subsidiaries.

For additional information regarding our guarantor and non-guarantor subsidiaries, see the information set forth in Note 15, “Supplemental Condensed Consolidating Financial Information,” to our condensed financial statements included in Part I of this report.

Other Debt

We have financing agreements with various lenders for the purchase of mixer trucks and other machinery and equipment with $91.3 million of remaining principal as of June 30, 2018.

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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 $47.9 million for the six months ended June 30, 2018, compared to $53.2 million for the six months ended June 30, 2017.

We used $78.6 million to fund investing activities during the six months ended June 30, 2018 and $49.8 million for the six months ended June 30, 2017. We paid $61.1 million and $32.8 million to fund acquisitions during the first six months of 2018 and 2017, respectively. In addition, we used $20.8 million and $18.7 million in the six months ended June 30, 2018 and 2017, respectively, to fund purchases of machinery and equipment as well as mixer trucks and other vehicles to service our business.

Our net cash provided by financing activities was $32.6 million for the six months ended June 30, 2018 and $192.6 million for the comparable period of 2017. Financing activities during the first six months of 2018 included $51.4 million of net borrowings under our Revolving Facility to operate our business and fund acquisitions. In addition, we repaid $13.7 million of capital leases and notes used to fund capital expenditures and paid $3.5 million for contingent and deferred consideration obligations. Financing activities during the first six months of 2017 included proceeds from our 2024 Notes offering, including the premium on the issue price and net of related debt issuance costs. In addition, during the first six months of 2017, we made payments of $8.8 million related to our capital leases and other financings and paid $4.5 million for contingent and deferred consideration obligations.

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 non-cancelable operating leases that are not reflected on our balance sheet.  At June 30, 2018, we had $17.5 million of undrawn letters of credit outstanding.  We are also contingently liable for performance under $35.0 million in performance bonds relating to our operations.

Inflation

We experienced minimal increases in operating costs during the first six months of 2018 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 generally been able to mitigate our cost increases with price increases we obtained for our products.

Critical Accounting Policies

We have outlined our critical accounting policies in Item 7 of Part II of the 2017 Form 10-K.  Our critical accounting policies involve the use of estimates in the recording of business combinations, 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 contingent consideration. See Note 1, "Organization and Summary of Significant Accounting Policies," to our consolidated financial statements included in Item 8 of Part II of the 2017 Form 10-K for a discussion of our critical and significant accounting policies.

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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,” “intends,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” "outlook," “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, financing or deductions, funding for public or infrastructure construction, land usage, and environmental, health, and safety matters;

• disruptions, uncertainties or volatility in the credit markets that may limit our, our suppliers' and our customers' access to capital;

• our ability to successfully implement our operating strategy;

• weather conditions;

• our substantial indebtedness and the restrictions imposed on us by the terms of our indebtedness;

• the effects of currency fluctuations on our results of operations and financial condition;

• our ability to maintain favorable relationships with third parties who supply us with equipment and essential supplies;

• our ability to retain key personnel and maintain satisfactory labor relations; and

• product liability, property damage, results of litigation, and other claims and insurance coverage issues.

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, 2017.

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.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes from the information previously reported under Part II, Item 7A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

Item 4. Controls and Procedures

Acquisitions

We completed the following acquisitions during 2017 and 2018 that we are still in the process of integrating:

• Harbor Ready-Mix on September 29, 2017;

• A-1 Materials, Inc. and L.C. Frey Company, Inc. on September 29, 2017;

• Action Supply Co., Inc. on September 29, 2017;

• Polaris Materials Corporation on November 17, 2017;

• On Time Ready Mix, Inc. on January 10, 2018;

• Cutrell Trucking, LLC., Dumas Concrete, LLC., Pampa Concrete Co.,Inc., Panhandle Concrete, LLC., Texas Sand & Gravel Co., Inc. on March 2, 2018; and

• Four individually immaterial operations acquired during December 2017 and March 2018.

Management’s assessment and conclusion on the effectiveness of the Company’s disclosure controls and procedures as of June 30, 2018, excludes an assessment of the internal control over financial reporting related to each of the above acquisitions. The above acquisitions represented 26.4% of our consolidated total assets and 10.4% of our consolidated revenue included in our condensed consolidated financial statements as of and for the six months ended June 30, 2018.

Disclosure Controls and Procedures

Based on their evaluation of our disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934 (the "Exchange Act")) as of the end of the period covered by this Quarterly Report on Form 10-Q, our principal executive officer and principal financial officer concluded our disclosure controls and procedures are effective to ensure that information required to be disclosed by us 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 and is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Changes in Internal Control over Financial Reporting

We have completed a number of acquisitions in the past 12 months. As part of our ongoing integration activities, we continue to implement our controls and procedures at the businesses we acquire and to augment our company-wide controls to reflect the risks inherent in our acquisitions. Throughout the integration process, we monitor these efforts and take corrective action as needed to reinforce the application of our controls and procedures. Other than the foregoing and except as described above, during the quarter ended June 30, 2018, 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.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

The information set forth under the heading “Legal Proceedings” in Note 13, “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 2017 Form 10-K. Readers should carefully consider the factors discussed in “Risk Factors” in Item 1A of Part I of the 2017 Form 10-K, which could materially affect our business, financial condition or future results. Those risks 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, 2018:

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, 2018	10,560	$	60.22	—	$	50,000,000
May 1 - May 31, 2018	—	—		—	50,000,000
June 1 - June 30, 2018	—	—		—	50,000,000
Total	10,560	$	60.22	—	$	50,000,000

(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) On March 1, 2017, our Board approved a share repurchase program that allows us to repurchase up to $50.0 million of our common stock until the earlier of March 31, 2020, or a determination by the Board to discontinue the program. The 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.

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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/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/A filed on August 31, 2010 (File No. 000-26025)).
3.3*	—Amendment No. 1 to Third Amended and Restated Bylaws of U.S. Concrete, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 20, 2015 (File No. 001-34530)).
10.1†	—Employment Agreement with Scott Dryden, dated February 19, 2018
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.

†   Management contract or compensatory plan or arrangement.

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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 7, 2018	By:	/s/ John E. Kunz
			John E. Kunz
			Senior Vice President and Chief Financial Officer
			(Principal Accounting and Financial Officer)

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EX-10.1

EMPLOYMENT AGREEMENT This Agreement made this 19th day of February, 2018. BETWEEN: POLARIS MATERIALS CORPORATION, a company incorporated under the laws of the Province of British Columbia and having a registered and records office at 2900 — 550 Burrard Street, Vancouver, British Columbia, V6C 0A3 (hereinafter called the "Corporation") OF THE FIRST PART AND: SCOTT WILLIAM DRYDEN, of 4720 Rutland Road, West Vancouver, British Columbia, V7W 1G7 (hereinafter called the "Employee") OF THE SECOND PART WHEREAS: A. The Board of Directors of the Corporation is of the opinion that the Employee has extensive background relevant to the industry in which the Corporation is engaged and has the skills and abilities to acquire an extensive background in and knowledge of the Corporation's business and become a valued senior executive of the Corporation; B. The Board of Directors recognizes that it is in the best interest of the Corporation and its shareholders to promote the Employee to the position of Regional Vice President and General Manager; C. The Corporation and the Employee further wish to provide for the compensation to be paid to the Employee and other matters respecting his employment by the Corporation; and D. The Corporation and the Employee in consideration of the mutual covenants contained herein agree as follows: 1. EMPLOYMENT, TERM, POSITIONS AND DUTIES 1.1 Employment The Corporation hereby employs the Employee and the Employee hereby accepts full-time employment upon the following terms and conditions. LEGAL*45321078.2

Page 2 of 10 1.2 Term The employment of the Employee by the Corporation commenced August 15, 2014. The employment of the Employee under this Agreement commences February 19, 2018 and shall continue indefinitely thereafter, unless terminated pursuant to Section 1.3 or Section 4 (“Term”). 1.3 Resignation The Employee may resign from the Corporation by providing three (3) months' notice to the Corporation. The Corporation may, in its sole discretion, waive or reduce such notice, in which case the Employee's resignation shall take effect and the Employee's employment shall terminate on a date to be determined by the Corporation and neither party shall have any rights or obligations pursuant to this Employment Agreement except those specifically set out in Section 5.6. Upon the Employee's resignation taking effect, the Employee will resign as an officer, director and employee of any of the Corporation's subsidiaries or affiliated companies. 1.4 Position The Employee shall serve as Regional Vice President and General Manager shall perform such duties and assume such responsibilities consonant with his position as an executive of the Corporation and further will perform such duties and responsibilities as the Senior Vice President and Chief Operating Officer of U.S. Concrete, Inc. may require and assign to him. The Employee shall report to the Senior Vice President and Chief Operating Officer of U.S. Concrete and shall serve as an officer and/or director of the Corporation and such relates and affiliated companies as are requested of him. 2. THE EMPLOYEE'S OBLIGATIONS 2.1 Full Time and Effort During the Term, the Employee shall devote his full time and effort and attention to the best interests of the business, operations and affairs of the Corporation, its parent, affiliates and associates. The Employee may become a director of other corporations with the prior written consent of the Senior Vice President and Chief Operating Officer of the Company. 2.2 Post-Termination Restrictions on Solicitation of Customers or Employees The Employee recognizes and understands that in performing the duties and responsibilities of his employment as provided in this Agreement, he will occupy a position of high fiduciary trust and confidence, pursuant to which he will develop and acquire wide experience and knowledge with respect to all aspects of the businesses carried on by the Corporation and its affiliates and the manner in which such businesses are conducted. It is the express intent and agreement of the Employee and of the Corporation that such knowledge and experience shall not be used in any manner which would be detrimental to the business interests of the Corporation and such affiliates whether during the currency of his employment by the Corporation or at any time following the termination of his employment with the Corporation. The Employee acknowledges that the Corporation has invested substantial time, effort and expense in compiling its confidential, proprietary and trade secret information and in assembling its present staff of personnel and obtaining customers. In order to protect the confidentiality of the Corporation's confidential, proprietary and trade secret information, during Employee's employment with the Corporation and for a one year period immediately following the termination of that employment with the Corporation. LEGAL*45321078.2

Page 3 of 10 The Employee agrees that all customers of the Corporation that the Employee services during the Employee's employment with the Corporation, and all prospective customers from whom the Employee has solicited business while in the employ of the Corporation, shall be solely the customers of the Corporation. The Employee agrees that he shall not, either directly or indirectly, solicit business, as to products or services competitive with those of the Corporation, from any of the Corporation's customers or prospective customers with whom the Employee had contact within two years prior to the Employee's termination. The Employee agrees that he will not directly or indirectly induce or solicit any of the Corporation's employees to leave their employment with the Corporation within two years prior to Employee's termination. 2.3 The parties recognize that a breach by the Employee of any of the covenants herein contained in Sections 2.2 and 2.6 would result in damages to the Corporation and that the Corporation could not be adequately compensated for such damages by monetary award. Accordingly, the Employee agrees that in the event of any such breach, in addition to all other remedies available to the Corporation at law or in equity, the Corporation shall be entitled as a matter of right to apply to a court of competent jurisdiction, in British Columbia, for such relief by way of restraining order, injunction, decree or otherwise, as may be appropriate to ensure compliance with the provisions of this Agreement. 2.4 The parties further agree that a breach by the Employee of any of the covenants contained in Sections 2.2 and 2.6 will be cause for termination of the Employee's employment and of the Corporation's obligations under this Agreement and will nullify and make void the obligation that the Corporation has to make the payments referred to in subsections 3.6 and 4.3(b), and the Corporation will have no obligation to provide the Employee with bonuses, severance pay or notice of termination or compensation in lieu of notice. Where such payments have already been made, the Employee agrees to reimburse the Corporation the amount paid. Where the Employee fails to reimburse the Corporation, the amount paid to the Employee shall be a debt due and owing from the Employee to the Corporation. 2.5 The parties agree that all restrictions in this Agreement are necessary and fundamental to the protection of the business of the Corporation and are reasonable and valid, and all defences to the strict enforcement thereof by the Corporation are hereby waived by the Employee. 2.6 Disclosure of Information The Employee further recognizes and understands that in the performance of his employment duties and responsibilities as provided in this Agreement, he will acquire knowledge of a wide variety of non-public information concerning the business of the Corporation and its affiliates and associates. The Employee therefore agrees that, except with the permission of the Corporation, he will not use such non-public information for any reason other than for the business of the Corporation or disclose such non-public information to any unauthorized person. 2.7 The Employee agrees that upon termination of the Employee's employment for any reason, the Employee will return to the Corporation all assets of the Corporation including any documents, recordings or other format upon which information of the Corporation is stored. LEGAL*45321078.2

Page 4 of 10 3. COMPENSATION 3.1 Base Salary Effective April 1, 2018, the Employee's annual base salary will be $285,000 per annum, which salary shall be reviewed annually by the Compensation Committee of the Board of U.S Concrete, Inc. (“Compensation Committee”) and adjusted accordingly each year, if warranted, as determined in the sole discretion of the Compensation Committee. The adjustments to the Employee's salary shall recognize the Employee's performance and contribution to the Corporation and the performance of the Corporation. The Employee's base salary shall be payable in substantially equal semi-monthly instalments in arrears, subject to such payroll withholding deductions as may be required by law. 3.2 Equity Incentives Subject to the approval of the Compensation Committee, the Employee shall be eligible to participate in U.S Concrete, Inc.’s equity incentive plans, as determined by the Compensation Committee, in accordance with the terms and conditions of the applicable plan. 3.3 Other Benefits The Employee shall be eligible to participate in all employee benefit plans and programs in effect for executive and key management employees of the Corporation to the extent of and in accordance with the rules and agreements governing such plans and programs so long as such plans and programs are in effect, which plans and programs may be amended, deleted or revised from time to time as the Corporation in its sole discretion determines. The Corporation shall provide the Employee with the use of one non-reserved office parking space or a financial contribution to travel expenses of equivalent value. 3.4 Expenses The Corporation shall reimburse the Employee for reasonable expenses incurred by him in the performance of his duties and responsibilities hereunder in accordance with company policy. 3.5 Vacation The Employee shall be entitled in each calendar year to paid vacation in accordance with the Corporation's executive vacation policy as it exists from time to time, commencing with a minimum entitlement of four (4) weeks paid vacation, to be taken at such time or times as the Employee may select and as the Corporation may reasonably approve having regard to the business, affairs and operations of the Corporation and its affiliates. If the Employee is employed for only a part of such year, such vacation entitlement shall be prorated as though it were accruing from day to day. 3.6 Bonuses Subject to the approval of the Compensation Committee, the Employee shall be eligible to participate in U.S. Concrete, Inc.’s annual bonus plan, subject to the terms and conditions of that plan. The target award for the Employee’s position is 35% of base salary. The bonus plan will be based on individual targets set by the Senior Vice President and Chief Operating Officer of U.S. Concrete, Inc. LEGAL*45321078.2

Page 5 of 10 4. TERMINATION 4.1 Notwithstanding anything in this Agreement to the contrary, the Corporation may terminate the employment of the Employee for just cause by giving written notice to the Employee of its intention to terminate this Agreement on the date specified in such notice. If the Employee's employment is terminated for just cause, the Employee shall not be entitled to any severance, notice of termination or compensation pursuant to the termination provisions of this Agreement. For the purposes of this agreement, the Corporation shall have "just cause" to terminate the Employee upon: (i) The Employee's indictment for any crime involving monies or other property or any felony, crime, or any offence of moral turpitude, or fraud, embezzlement, theft, dishonesty, wilful misconduct, or deliberate injury to the Corporation, its related companies or its subsidiaries in the performance of his duties hereunder; (ii) The Employee's intentional or grossly negligent refusal or failure to perform his duties or carry out directions of Senior Vice President and Chief Operating Officer U.S. Concrete, Inc. which is not cured within ten (10) days of notice of such refusal or failure to perform his duties; (iii) The Employee's material breach of any material provision of this Agreement which breach is not cured within ten (10) days of notice of such breach; or (iv) Any misappropriation by the Employee of funds or property of the Corporation, its related companies or its subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, the Employee shall not have the right to cure any event constituting "just cause" hereunder if the Employee previously exercised any of the cure rights granted hereunder at any time during the twelve (12) month period immediately preceding the event constituting "just cause". Any termination for "just cause" will not be in limitation of any other right or remedy the Corporation may have under this Agreement. 4.2 (a) If the Employee is permanently disabled, the Corporation may replace the Employee either on a temporary or permanent basis without terminating the employment of the Employee. During the Employee's absence due to disability, the Employee will be entitled to such insurance and other benefits as may be provided for pursuant to the rules and agreements governing the plans providing for insurance and benefit coverage, but will not receive salary in addition to wage loss replacement insurance benefits. (b) For the purposes of this Article, "permanent disability" means any physical or mental incapacity, disease or affliction, as determined by a legally qualified medical practitioner selected by the Corporation and acceptable to the Employee, acting reasonably, which prevents the Employee to a substantial degree from performing his obligations as an employee of the Corporation. (c) If the Employee recovers from permanent disability, the Corporation may offer to the Employee the position that the Employee formerly occupied prior to the Employee's permanent disability or such other comparable position that the Corporation in its sole discretion determines. If no other position is offered by the Corporation to the Employee, the Employee shall be entitled to such compensation as is set out in Section 4.3(b). LEGAL*45321078.2

Page 6 of 10 4.3 (a) The Corporation may terminate the employment of the Employee for reasons other than just cause by giving written notice to the Employee of the intention to terminate his employment on the date specified in such notice. (b) The Corporation has the discretion to terminate the employment relationship at any time. If the Employee's employment is terminated without just cause, the Corporation will pay to the Employee a sum equal to 52 weeks of the Employee's then current base annual salary, plus an amount equal to the cost of the Employee's benefits and a pro rata bonus, but excluding incentive stock options, for a period of 52 weeks. 4.4 (a) The Corporation wishes to assure fair treatment of senior executives of the Corporation in the event of a Change in Control of the Corporation, and accordingly the Corporation and the Employee agree that the Employee's entitlement to severance pay will be an amount equal to 78 weeks of base salary plus the cost of 52 weeks' benefits other than bonus and incentive stock options if the Employee's employment is terminated by the Corporation or any successor corporation or person within six (6) months of a change of control, or an amount equal to 78 weeks of base salary plus the cost of 52 weeks' benefits other than bonus and incentive stock options if the Employee resigns within six (6) months of a change of control; or an amount equal to 52 weeks of base salary plus the cost of 52 weeks' benefits other than bonus and incentive stock options if the Employee's employment is terminated by the Corporation or any successor corporation or person between six (6) and twelve (12) months following a change of control, or an amount equal to 52 weeks of base salary plus the cost of 52 weeks' benefits other than bonus and incentive stock options if the Employee resigns between six (6) and twelve (12) months of a change of control. (b) "Change of Control" means the occurrence of any of the following events: (i) if any individual, partnership, company, corporation, society, or other legal entity (a "Person"), alone or together with any other Persons with whom it is acting jointly or in concert, becomes the beneficial owner of, or acquires the power to exercise control or direction over, directly or indirectly, such securities (or securities convertible into, or exchangeable for, securities) entitled to fifty percent (50%) or more of the votes exercisable by holders of the then-outstanding securities generally entitled to vote for the election of directors ("Voting Stock") of the Corporation or if any Persons that previously were not acting jointly or in concert commence acting jointly or in concert and together beneficially own, or have the power to exercise control or direction over, securities entitled to more than fifty percent (50%) of the votes, exercisable by Holders of Voting Stock of the Corporation, and such Persons did not at the date hereof own or otherwise exercise control over fifty percent (50%) or more of the votes exercisable by holders of voting stock, nor have rights of conversion which, if exercised, would permit such Persons to own or control such a percentage of votes; (ii) the Corporation is merged, amalgamated or consolidated into or with another Person and, as a result of such business combination, securities entitled to more than fifty percent (50%) of the votes, exercisable by holders of the Voting Stock of the Corporation or of such Person into which the Voting Stock of the Corporation is converted in or immediately after such transaction are held by a Person alone or together with any other persons with whom it is acting jointly or in concert and such Person, together with those with whom it is acting jointly or in concert, held securities representing less than fifty percent (50%) of the votes LEGAL*45321078.2

Page 7 of 10 exercisable by the holders of the Voting Stock of the Corporation immediately prior to such transaction; (iii) the capital of the Corporation is reorganized and, as a result of such reorganization, securities entitled to more than fifty percent (50%) of the votes exercisable by the holders of the Voting Stock of the Corporation upon or immediately after such reorganization are held by a Person alone or together with any other Persons with whom it is acting jointly or in concert and such Person, together with those with whom it is acting jointly or in concert, held securities representing less than fifty percent (50%) of the votes exercisable by the holders of the Voting Stock of the Corporation immediately prior to such reorganization; (iv) the Corporation sells or otherwise transfers all or substantially all of its assets to another Person and immediately following such sale or transfer securities entitled to more than fifty percent (50%) of the votes exercisable by the holders of the Voting Stock of the acquiring Person are held by a Person that alone or together with any other Person or Persons with whom it is acting jointly or in concert, and such person, together with those with whom it is acting jointly or in concert, held securities representing less than fifty percent (50%) of the votes exercisable by holders of the Voting Stock of the Corporation immediately prior to such transaction; or (v) during any period of two consecutive years, individuals ("Incumbent Directors") who at the beginning of any such period constitute the directors of the Corporation cease for any reason to constitute at least a majority thereof. For purposes of this clause (v): (A) each director who, during any such period, is elected or appointed as a director of the Corporation with the approval of at least a majority of the Incumbent Directors will be deemed to be an Incumbent Director; (B) an "Incumbent Director" does not include a director, elected or appointed pursuant to an agreement (in respect of such election or appointment) with another Person that deals with the Corporation at arm's length, or as part of or related to an amalgamation, a merger or a consolidation of the Corporation into or with another person, a reorganization of the capital of the Corporation or the acquisition of the Corporation as a result of which securities entitled to less than fifty (50%) percent of the votes exercisable by holders of the then-outstanding securities entitled to Voting Stock of the Corporation or such Person into which the Voting Stock of the Corporation is converted on or immediately after such transaction are held in the aggregate by Persons who were holders of Voting Stock of the Corporation immediately prior to such transaction; and (C) references to the Corporation shall include successors to the Corporation as a result of any amalgamation, merger, consolidation or reorganization of the Corporation into or with another body corporate or other legal Person. LEGAL*45321078.2

Page 8 of 10 5. MISCELLANEOUS 5.1 Binding Agreement This Agreement shall be binding on the parties hereto and their respective successors in interest but, subject as hereinafter provided, shall not be assignable by either such party except the Corporation shall be entitled to assign this Agreement to any continuing or successor corporation resulting from any amalgamation, consolidation, merger or arrangement with one or more affiliates of the Corporation. This Agreement and all rights of the Employee hereunder shall endure to the benefit of and be enforceable by the Employee's heirs, executors, administrators or other legal personal representatives. 5.2 Notices Any notice or other communication required or permitted to be given or made hereunder shall be in writing and shall be well and sufficiently given or made if: (a) enclosed in a sealed envelope and delivered in person to the party hereto to whom it is addressed at the relevant address set forth below; or (b) sent by electronic communication; if to the Corporation addressed to it at: c/o U.S. Concrete, Inc. 331 N. Main Street Euless, TX 76039 Attention: Ronnie Pruitt, Senior Vice President and COO and if to the Employee, addressed to him at: 4720 Rutland Road West Vancouver, BC V7W 1G7 and thereafter at such residence in British Columbia as notified to the Company Any notice or other communication so given or made shall be deemed to have been given or made and to have been received on the day of delivery, if delivered, and on the day of sending, if sent by electronic communication (provided such delivery or sending is during normal business hours on a business day and, if not, then on the first business day thereafter). Either party hereto may change his or its address for notice by notice to the other party hereto given in the manner aforesaid. 5.3 Modification and Waiver No provision of this Agreement may be modified or amended unless such modification or amendment is authorized by the Board and is agreed to in writing, signed by the Employee and the Corporation. No waiver by either party hereto of any breach by the other party hereto of any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the time or any prior or subsequent time. This Employment Agreement replaces any prior Employment Agreements and no agreement or representations, oral or otherwise, express or implied, with respect to the employment of the Employee by the Corporation have been made by either party which are not set forth expressly in this Agreement. LEGAL*45321078.2

Page 9 of 10 5.4 Mitigation The Employee shall not be required to mitigate any damages he may suffer by reason of the termination of his employment hereunder by the Corporation pursuant to Section 4.3 hereof nor shall any rights or benefits required to be provided to the Employee hereunder be terminated or reduced as a result of his employment by another employer, except to the extent specifically provided for in this Agreement. 5.5 Acknowledgement The Employee acknowledges and agrees that the payment contemplated in Section 4.3 hereof include his entitlement, if any, to payment in lieu of notice, severance pay or damages under applicable employment standards legislation, common law or any other entitlement at law arising out of the termination of his employment. 5.6 Survival of Obligations The obligations of the parties hereunto pursuant to Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 3.4, 4.2, 4.3, 4.4, and 5.1 to 5.13 of this Agreement shall survive the termination of the Employee's employment hereunder. 5.7 Entire Agreement This Agreement contains all the terms and conditions agreed upon by the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings with respect thereto, including the Employee’s prior employment agreement made July 11th, 2014 and amended by letter dated July 17th, 2015.. 5.8 Law Governing This Agreement shall be subject to and governed by the laws of the Province of British Columbia. 5.9 Mediation and Arbitration The parties agree to attempt to resolve all disputes arising out of or in connection with this Agreement, including its existence and validity or its breach or termination by either party, by structured negotiation with the assistance of a mediator agreed to by the parties or failing agreement, appointed by the British Columbia International Commercial Arbitration Centre under its commercial mediation rules. If the dispute cannot be settled within a period of thirty (30) days after the mediator has been appointed, or such longer period agreed to by the parties, the dispute shall be referred to and finally resolved by arbitration in Vancouver, British Columbia pursuant to the terms of the British Columbia Commercial Arbitration Act. The arbitral tribunal shall be comprised of a single arbitrator agreed upon by the parties. If the parties are unable to agree to the appointment of an arbitrator within fifteen (15) days of delivery of a request for arbitration by either party to the other, a request for appointment of the arbitrator may be made to the Executive Director of the British Columbia International Commercial Arbitration Centre. If for any reason the Executive Director is unable to make the appointment requested, a request shall be made for appointment of the arbitrator to the Supreme Court of British Columbia. LEGAL*45321078.2

Page 10 of 10 Each party shall bear its own costs of legal representation and assistance. All other costs, including the fees and expenses of the mediator, the arbitrator and administrative fees and charges, shall be shared equally by the parties. 5.10 Time of Essence Time shall be of the essence of this Agreement. 5.11 Invalidity The invalidity, illegality or unenforceability of any provision hereof shall not in any way affect or impair the validity, legality or enforceability of the remaining provisions hereof. 5.12 Currency All dollar amounts referred to herein are Canadian dollars. 5.13 Headings The headings contained herein are for reference purposes only and shall not in any way affect the construction or interpretation of this Agreement. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first written above. POLARIS MATERIALS CORPORATION Per: : Ronnie Pruitt Director WITNESS: Name: SCOTT WILLIAM DRYDEN LEGAL*45321078.2

EX-31.1

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, 2018;

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 7, 2018	By:	/s/ William J. Sandbrook
			William J. Sandbrook
			Chairman, President and Chief Executive Officer
			(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I, John E. Kunz, 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, 2018;

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 7, 2018	By:	/s/ John E. Kunz
			John E. Kunz
			Senior Vice President and Chief Financial Officer
			(Principal Accounting and Financial Officer)

EX-32.1

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, 2018 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, I, William J. Sandbrook, President, Chief Executive Officer and Vice Chairman 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, to the best of my knowledge, 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 7, 2018	By:	/s/ William J. Sandbrook
			William J. Sandbrook
			Chairman, President and Chief Executive Officer
			(Principal Executive Officer)

EX-32.2

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, 2018 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, I, John E. Kunz, 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, to the best of my knowledge, 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 7, 2018	By:	/s/ John E. Kunz
			John E. Kunz
			Senior Vice President and Chief Financial Officer
			(Principal Accounting and Financial Officer)

EX-95.1

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, 2018. 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	-	-	-	-	-	-		-	-
Waurika Quarry / 3400362	1	-	-	-	-	-		-	-
Vernon Quarry / 3401820	-	-	-	-	-	-		-	-
Ingram North Amarillo / 4103599	-	-	-	-	-	-		-	-
Red River Quarry / 3401945	-	-	-	-	-	-		-	-
Chatfield Plant / 4104209	-	-	-	-	-	-		-	-
Hamburg Quarry / 2800011	-	-	-	-	-	-		-	-
Glen Gardner Quarry / 2800009	-	-	-	-	-	$	29,271	-	1
Cedar Bridge Quarry / 2800717	-	-	-	-	-	-		-	-
Wantage Quarry / 2801035	-	-	-	-	-	-		-	-
Quinton Twp Pit	-	-	-	-	-	$	118	-	-
Springfield Quarry / 5500002	-	-	-	-	-	-		-	-
Brookman Quarry / 5500008	-	-	-	-	-	$	715	-	-

(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.

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Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2018	Aug. 01, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	US CONCRETE INC
Entity Central Index Key	0001073429
Current Fiscal Year End	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		16,817,964
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q2
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2018

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CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 21,511	$ 22,581
Trade accounts receivable, net of allowances of $5,399 as of June 30, 2018 and $5,785 as of December 31, 2017	247,634	214,221
Inventories	48,784	48,085
Prepaid expenses	8,281	5,297
Other receivables	12,197	19,191
Other current assets	7,282	2,310
Total current assets	345,689	311,685
Property, plant and equipment, net of accumulated depreciation, depletion and amortization of $205,249 as of June 30, 2018 and $178,168 as of December 31, 2017	674,192	636,268
Goodwill	217,316	204,731
Intangible assets, net	122,187	118,123
Other assets	7,191	5,327
Total assets	1,366,575	1,276,134
Current liabilities:
Accounts payable	130,279	117,070
Accrued liabilities	85,928	65,420
Current maturities of long-term debt	28,753	25,951
Total current liabilities	244,960	208,441
Long-term debt, net of current maturities	721,801	667,385
Other long-term obligations and deferred credits	78,523	93,341
Deferred income taxes	3,493	4,825
Total liabilities	1,048,777	973,992
Commitments and contingencies (Note 13)
Equity:
Preferred stock	0	0
Common stock	18	18
Additional paid-in capital	324,243	319,016
Accumulated deficit	(1,377)	(13,784)
Treasury stock, at cost	(26,668)	(24,799)
Total shareholders' equity	296,216	280,451
Non-controlling interest	21,582	21,691
Total equity	317,798	302,142
Total liabilities and equity	$ 1,366,575	$ 1,276,134

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Trade accounts receivable, allowances	$ 5,399	$ 5,785
Property, plant and equipment, accumulated depreciation, depletion, and amortization	$ 205,249	$ 178,168

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Income Statement [Abstract]
Revenue	$ 404,200	$ 340,926	$ 731,987	$ 640,059
Cost of goods sold before depreciation, depletion and amortization	320,238	263,574	587,470	499,333
Selling, general and administrative expenses	31,875	30,200	64,151	56,017
Depreciation, depletion and amortization	22,142	16,350	42,717	32,209
Change in value of contingent consideration	(1,626)	720	(1,258)	1,328
Impairment of assets	1,299	0	1,299	0
Gain on sale of assets, net	(371)	(198)	(561)	(390)
Operating income	30,643	30,280	38,169	51,562
Interest expense, net	11,514	10,368	22,823	20,510
Derivative loss	0	(15,766)	0	(13,910)
Other income, net	(1,441)	(596)	(3,060)	(1,304)
Income from continuing operations before income taxes	20,570	4,742	18,406	18,446
Income tax expense	4,292	6,911	5,944	13,613
Income (loss) from continuing operations	16,278	(2,169)	12,462	4,833
Loss from discontinued operations, net of taxes	0	(180)	0	(302)
Net income (loss)	16,278	(2,349)	12,462	4,531
Less: Net income attributable to non-controlling interest	(13)	0	(55)	0
Net income (loss) attributable to U.S. Concrete	$ 16,265	$ (2,349)	$ 12,407	$ 4,531
Basic income (loss) per share attributable to U.S. Concrete:
Income (loss) from continuing operations (in dollars per share)	$ 0.99	$ (0.14)	$ 0.75	$ 0.31
Loss from discontinued operations, net of taxes (in dollars per share)	0.00	(0.01)	0.00	(0.02)
Net income (loss) per share – basic (in dollars per share)	0.99	(0.15)	0.75	0.29
Diluted income (loss) per share attributable to U.S. Concrete:
Income (loss) from continuing operations (in dollars per share)	0.99	(0.14)	0.75	0.29
Loss from discontinued operations, net of taxes (in dollars per share)	0.00	(0.01)	0.00	(0.02)
Net income (loss) per share – diluted (in dollars per share)	$ 0.99	$ (0.15)	$ 0.75	$ 0.27
Weighted average shares outstanding:
Basic (in shares)	16,477	15,703	16,450	15,601
Diluted (in shares)	16,506	15,703	16,518	16,531
Income Amounts Attributable to Parent, Disclosures [Abstract]
Income (loss) from continuing operations attributable to U.S. Concrete	$ 16,265	$ (2,169)	$ 12,407	$ 4,833
Loss from discontinued operations, net of taxes	$ 0	$ (180)	$ 0	$ (302)

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CONDENSED CONSOLIDATED STATEMENTS OF TOTAL EQUITY - 6 months ended Jun. 30, 2018 - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Treasury Stock	Total Shareholders' Equity (Deficit)	Non-controlling Interest
BALANCE, beginning of period (in shares) at Dec. 31, 2017		16,652
BALANCE, begging of period at Dec. 31, 2017	$ 302,142	$ 18	$ 319,016	$ (13,784)	$ (24,799)	$ 280,451	$ 21,691
Increase (Decrease) in Stockholders' Equity
Stock-based compensation expense	5,149		5,149			5,149
Restricted stock vesting (in shares)		6
Restricted stock vesting	0					0
Restricted stock grants, net of cancellations (in shares)		180
Restricted stock grants, net of cancellations	0					0
Stock options exercised (in shares)		6
Stock options exercised	78		78			78
Other treasury share purchases (in shares)		(28)
Other treasury share purchases	(1,869)				(1,869)	(1,869)
Measurement period adjustments for prior year business combinations	(125)						(125)
Payments to noncontrolling interests	(39)						(39)
Net income	12,462			12,407		12,407	55
BALANCE, end of period (in shares) at Jun. 30, 2018		16,816
BALANCE, begging of period` at Jun. 30, 2018	$ 317,798	$ 18	$ 324,243	$ (1,377)	$ (26,668)	$ 296,216	$ 21,582

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 12,462	$ 4,531
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization	42,717	32,209
Amortization of debt issuance costs	909	1,041
Amortization of discount on long-term incentive plan and other accrued interest	285	374
Amortization of premium on long-term debt	(775)	(775)
Derivative loss	0	13,910
Change in value of contingent consideration	(1,258)	1,328
Net gain on disposal of assets	(561)	(390)
Impairment of assets	1,299	0
Deferred income taxes	(177)	4,816
Provision for doubtful accounts and customer disputes	2,007	1,896
Stock-based compensation	5,149	4,253
Unrealized foreign exchange gain	(67)	0
Changes in assets and liabilities, excluding effects of acquisitions:
Accounts receivable	(35,523)	(12,856)
Inventories	(25)	(1,942)
Prepaid expenses and other current assets	2,434	98
Other assets and liabilities	(1,276)	(22)
Accounts payable and accrued liabilities	20,260	4,684
Net cash provided by operating activities	47,860	53,155
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment	(20,837)	(18,692)
Payments for acquisitions, net of cash acquired	(61,111)	(32,836)
Proceeds from disposals of property, plant and equipment	1,085	841
Proceeds from disposal of businesses	158	873
Insurance proceeds from property loss claims	2,134	0
Net cash used in investing activities	(78,571)	(49,814)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolver borrowings	228,613	0
Repayments of revolver borrowings	(177,213)	0
Proceeds from issuance of debt	0	211,500
Proceeds from exercise of stock options and warrants	78	494
Payments of other long-term obligations	(3,540)	(4,536)
Payments for other financing	(13,709)	(8,778)
Debt issuance costs	0	(3,231)
Other treasury share purchases	(1,869)	(2,825)
Payments to non-controlling interest	249	0
Other proceeds	464	0
Net cash provided by financing activities	32,575	192,624
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS	(98)	0
NET INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH	1,766	195,965
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	22,581	75,774
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	24,347	271,739
Supplemental Disclosure of Cash Flow Information:
Cash paid for interest	22,667	20,155
Cash paid for income taxes	2,678	12,302
Supplemental Disclosure of Non-cash Investing and Financing Activities:
Capital expenditures funded by capital leases and promissory notes	20,046	24,393
Fair value contingent consideration	$ 893	$ 0

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BASIS OF PRESENTATION

6 Months Ended

Jun. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION

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," the "Company," or "U.S. Concrete") and have been prepared 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, 2017 (the "2017 Form 10-K").  In the opinion of our management, all material adjustments necessary to state fairly the information in our unaudited condensed consolidated financial statements have been included. All adjustments are of a normal or recurring nature. All amounts are presented in United States dollars, unless otherwise noted. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year.

The preparation of financial statements and accompanying notes in conformity with U.S. GAAP requires the use of estimates and assumptions by management 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 significant in the preparation of our financial statements include those related to our allowance for doubtful accounts, business combinations, goodwill, intangible assets, valuation of contingent consideration, accruals for self-insurance programs, income taxes, the valuation of inventory and the valuation and useful lives of property, plant and equipment.

Certain reclassifications have been made to prior period balances to conform with the current year presentation.

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RECENT ACCOUNTING PRONOUNCEMENTS AND SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2018

Accounting Changes and Error Corrections [Abstract]

RECENT ACCOUNTING PRONOUNCEMENTS AND SIGNIFICANT ACCOUNTING POLICIES

RECENT ACCOUNTING PRONOUNCEMENTS AND SIGNIFICANT ACCOUNTING POLICIES

Standards/Updates Adopted This Year

Revenue Recognition. In May 2014, the Financial Accounting Standards Board ("FASB") issued guidance that outlines a single comprehensive model for accounting for revenue arising from contracts with customers, which supersedes most of the existing revenue recognition guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. We adopted this guidance and related amendments as of January 1, 2018, applying the modified retrospective transition approach to all contracts. Adoption of the new guidance did not result in changes in the amount of revenue recognized or the timing of when such revenue is recognized.

Clarification of the Definition of a Business in Business Combinations. In January 2017, the FASB issued an update under business combinations in an effort to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or as business combinations. The amendments in this update provide a screen to determine when a set of assets is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. The adoption of this standard did not have a material impact on our financial condition and results of operations.

Classification of Certain Cash Receipts and Cash Payments. In August 2016, the FASB issued guidance to reduce diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. Adoption of this standard did not result in any material changes to our statements of cash flows.

Restricted Cash in the Statement of Cash Flows. In November 2016, the FASB issued guidance to reduce diversity in the presentation of restricted cash in the statement of cash flows. The standard has certain disclosure requirements related to restricted cash and requires that restricted cash be included with cash balances in the statement of cash flows. Adoption of this standard did not have a material impact on our statement of cash flows.

Standards/Updates Not Yet Adopted

Lease Accounting. In February 2016, the FASB issued a new lease accounting standard intended to increase transparency and comparability among organizations by reorganizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Under the new guidance, lessees will be required to recognize a right-of-use asset and a lease liability, measured on a discounted basis, at the commencement date for all leases with terms greater than twelve months. Additionally, this guidance will require disclosures to help investors and other financial statement users better understand the amount, timing and uncertainty of cash flows arising from leases, including qualitative and quantitative requirements. We expect to adopt the guidance using the recently approved transition approach that permits application of the new standard at the adoption date instead of the earliest comparative period presented in the financial statements, with a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. We have established a cross-functional coordinated team to implement the standard. The implementation process includes reviewing all leases, performing a completeness assessment over the lease population, analyzing the practical expedients and identifying a new lease accounting technology system. We will also evaluate our processes and internal controls to meet the new accounting, reporting and disclosure requirements. This guidance will be effective for us beginning with the first quarter of 2019. Although we have not yet completed our evaluation of the impact on our financial statements, we expect that our adoption of the standard will have a significant impact on our consolidated balance sheet.

For a description of our significant accounting policies, see Note 1 of the consolidated financial statements in our 2017 Form 10-K.

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REVENUE

6 Months Ended

Jun. 30, 2018

Revenue from Contract with Customer [Abstract]

REVENUE

REVENUE

We derive substantially all of our revenue from the production and delivery of ready-mixed concrete, aggregates and related building materials.  Revenue from the sale of these products is recognized when control passes to the customer, which generally occurs at the point in time when products are delivered. We do not deliver product unless we have an order or other documentation authorizing delivery to our customers. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods. Sales and other taxes we collect concurrently with revenue-producing activities are excluded from revenue. Incidental items, such as mix formulation and testing services that are immaterial in the context of the revenue contract and completed in close proximity to the revenue-producing activities, are recorded within cost of goods sold as incurred. We generally do not provide post-delivery services, such as paving or finishing. Customer dispute costs are recorded as a reduction of revenue at the end of each period and are estimated by using a combination of historical customer experience and a customer-by-customer analysis.  

Amounts billed to customers for delivery costs are classified as a component of total revenue. Our payment terms vary by the type and location of our customer and the products offered. The term between invoicing and when payment is due is not significant. As permitted under U.S. GAAP, we have elected not to assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised goods to the customer will be one year or less.

See Note 14 for disaggregation of revenue by segment and product as we believe that best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors.

We do not have any customer contracts that meet the definition of unsatisfied performance obligations in accordance with U.S. GAAP.

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BUSINESS COMBINATIONS

6 Months Ended

Jun. 30, 2018

Business Combinations [Abstract]

BUSINESS COMBINATIONS

BUSINESS COMBINATIONS

The accounting for business combinations requires the significant use of estimates and is based on information that was available to management at the time these condensed consolidated financial statements were prepared. The estimates used for determining the fair value of certain liabilities related to acquisitions are considered Level 3 inputs (as defined in Note 8). We utilized recognized valuation techniques, including the income approach, sales approach, and cost approach to value the net assets acquired. See Note 8 for additional information related to contingent consideration obligations, including maximum payout amounts and how the fair value was estimated. Any changes to the provisional business combination accounting will be made as soon as practical, but no later than one year from the respective acquisition dates.

2018 Acquisitions

We completed three acquisitions during the six months ended June 30, 2018 that expanded our ready-mixed concrete operations in the Atlantic Region (which we define to include New York, New Jersey, Washington, D.C. and Pennsylvania), and expanded our ready-mixed concrete and aggregate products operations in West Texas. The aggregate fair value consideration for these acquisitions, which were all accounted for as business combinations, was $60.8 million. The acquisitions included the assets and certain liabilities of the following:

• On Time Ready Mix, Inc. ("On Time") located in Flushing, New York on January 10, 2018;

• Cutrell Trucking, LLC., Dumas Concrete, LLC., Pampa Concrete Co., Inc., Panhandle Concrete, LLC., Texas Sand & Gravel Co., Inc. (collectively "Golden Spread") located in Amarillo, Texas on March 2, 2018; and

• One individually immaterial ready-mixed concrete operation in our Atlantic Region on March 5, 2018.

The aggregate fair value consideration for these three acquisitions included $59.9 million in cash and fair value contingent consideration of $0.9 million. We funded the cash portion of the 2018 acquisitions through a combination of cash on hand and borrowings under our Revolving Facility (as defined in Note 7). The combined assets acquired through these 2018 acquisitions included 140 mixer trucks, 19 ready-mix concrete plants and one aggregates facility. During the three months ended June 30, 2018, we incurred no transaction costs to effect the 2018 acquisitions. During the six months ended June 30, 2018, we incurred $0.5 million of transaction costs to effect the 2018 acquisitions, which are included in selling and general administrative expenses in our condensed consolidated statements of operations.

Our accounting for the 2018 business combinations is preliminary. We expect to record adjustments as we accumulate information needed to estimate the fair value of assets acquired and liabilities assumed, including working capital balances, estimated fair value of identifiable intangible assets, property, plant and equipment, total consideration and goodwill.

The following table presents the total consideration for the 2018 acquisitions and the preliminary amounts related to the assets acquired and liabilities assumed based on the estimated fair values as of the respective acquisition dates (in thousands):

	2018 Acquisitions
Inventory	$	674
Other current assets	77
Property, plant and equipment	30,235
Definite-lived intangible assets	15,450
Total assets acquired	46,436
Total liabilities assumed	153
Goodwill	14,556
Total consideration (fair value) (1)	$	60,839

(1) Included $0.9 million of contingent consideration.

2017 Acquisitions

We completed eight acquisitions during 2017 that expanded our ready-mixed concrete and aggregate products operations in our Atlantic Region, expanded our ready-mixed concrete operations in Northern California and facilitated vertical integration on the West Coast. The aggregate fair value consideration for these acquisitions, which were all accounted for as business combinations, was $327.9 million. The acquisitions included the assets and certain liabilities of the following:

• Corbett Aggregate Companies, LLC. ("Corbett") located in Quinton, New Jersey on April 7, 2017;

• Harbor Ready-Mix ("Harbor") located in Redwood City, California on September 29, 2017;

• A-1 Materials, Inc. ("A-1”) and L.C. Frey Company, Inc. ("Frey") (collectively “A-1/Frey”) located in San Carlos, California on September 29, 2017;

• Action Supply Co., Inc. ("Action Supply") located in Philadelphia, Pennsylvania on September 29, 2017;

• Polaris Materials Corporation ("Polaris") located in British Columbia, Canada on November 17, 2017; and

• Three individually immaterial acquisitions in December 2017 consisting of two ready-mixed concrete operations and a software company.

The aggregate fair value consideration for these eight acquisitions included $298.4 million in cash, $5.5 million in payments deferred over a four-year period, and fair value contingent consideration of $24.0 million. The combined assets acquired through these 2017 acquisitions included 409 acres of land, two aggregate facilities with approximately 130 million tons of proven aggregates reserves, 51 mixer trucks, seven ready-mix concrete plants and four aggregates distribution terminals. We funded the cash portion of the acquisitions through a combination of cash on hand and borrowings under our Revolving Facility. Prior to the completion of the Polaris acquisition, we received two promissory notes from Polaris aggregating $18.1 million Canadian dollars, which were reclassified as intercompany loans upon completion of the acquisition and have been eliminated from our consolidated balance sheet. During the three and six months ended June 30, 2017, we incurred $0.5 million and $0.7 million of transaction costs, respectively, to effect the 2017 acquisitions, which are included in selling and general administrative expenses in our condensed consolidated statements of operations.

Our accounting for the 2017 business combinations is preliminary, except for the Corbett acquisition. We expect to record adjustments as we accumulate information needed to estimate the fair value of assets acquired and liabilities assumed, including working capital balances, estimated fair value of identifiable intangible assets, property, plant and equipment, adjustments related to determination of the conclusion of tax attributes as of the acquisition date, total consideration and goodwill.

The following table presents the total consideration for the 2017 acquisitions and the preliminary amounts related to the assets acquired and liabilities assumed based on the estimated fair values as of the respective acquisition dates (in thousands):

	Polaris		2017 Acquisitions (Excluding Polaris)
Cash	$	20,678	$	—
Accounts receivable(1)	4,561		1,110
Inventory	6,022		695
Other current assets	1,522		48
Property, plant and equipment	199,316		63,221
Other long-term assets	896		—
Definite-lived intangible assets	—		8,331
Total assets acquired	232,995		73,405
Current liabilities(2)	26,465		1,081
Other long-term liabilities	2,999		62
Total liabilities assumed	29,464		1,143
Non-controlling interest	21,442		—
Goodwill	60,679		12,837
Total consideration (fair value)(3)	$	242,768	$	85,099

(1) Except for Polaris, the aggregate fair value of the 2017 acquisitions' acquired accounts receivable approximated the aggregate gross contractual amount. The fair value of Polaris's acquired accounts receivable was $4.6 million, which represented an aggregate gross contractual amount of $4.9 million, less estimated amounts not expected to be collected.

(2) Current liabilities for Polaris included $14.2 million payable to the Company, which was eliminated in consolidation.

(3) Included $29.5 million of deferred and contingent consideration for acquisitions other than Polaris.

Acquired Intangible Assets and Goodwill

A summary of the intangible assets acquired in 2018 and 2017 and their estimated useful lives is as follows (in thousands):

	Weighted Average Amortization Period (In Years)	Fair Value At Acquisition Date
Customer relationships	6.86	$	21,171
Non-compete agreements	5.00	2,226
Favorable contract	3.67	384
Total		$	23,781

As of June 30, 2018, the estimated future aggregate amortization expense of definite-lived intangible assets from the 2018 and 2017 acquisitions was as follows (in thousands):

	Year Ending December 31,
2018 (remainder of the year)	$	1,946
2019	3,892
2020	3,875
2021	3,690
2022	3,735
Thereafter	4,965
Total	$	22,103

During the three and six months ended June 30, 2018, we recorded $1.1 million and $1.4 million of amortization expense, respectively, related to these intangible assets. We recorded no amortization expense related to these intangible assets during the three and six months ended June 30, 2017.

The goodwill ascribed to our 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. The goodwill relates to our ready-mixed concrete, aggregate products and other non-reportable segments. See Note 6 for the allocation of goodwill to our segments. We expect the goodwill to be deductible for tax purposes. See Note 9 for additional information regarding income taxes.

Actual Impact of Acquisitions

During the three months ended June 30, 2018, we recorded approximately $46.9 million of revenue and $6.2 million of operating income in our condensed consolidated statements of operations related to the 2017 and 2018 acquisitions following their respective dates of acquisition. During the six months ended June 30, 2018, we recorded approximately $77.2 million of revenue and $6.1 million of operating income in our condensed consolidated statements of operations related to the 2017 and 2018 acquisitions following their respective dates of acquisition. During both the three and six months ended June 30, 2017, we recorded approximately $0.5 million of revenue and $0.5 million of operating income in our condensed consolidated statements of operations related to the 2017 acquisitions.

Unaudited Pro Forma Impact of Acquisitions

The information presented below reflects the unaudited pro forma combined financial results for the acquisitions completed during 2018 and 2017, excluding the individually immaterial acquisitions in 2018 and 2017 as described above, as historical financial results for these operations were not material and were impractical to obtain from the former owners. All other acquisitions have been included and represent our estimate of the results of operations as if the 2018 acquisitions had been completed on January 1, 2017 and the 2017 acquisitions had been completed on January 1, 2016 (in thousands, except per share information):

	Three Months Ended June 30,					Six Months Ended June 30,
	2018		2017			2018		2017
Revenue from continuing operations	$	404,200	$	378,692		$	746,725	$	720,709
Net income (loss) attributable to U.S. Concrete	$	16,440	$	(2,117	)	$	13,794	$	5,232
Net income (loss) per share attributable to U.S. Concrete - basic	$	1.00	$	(0.13	)	$	0.84	$	0.34
Net income (loss) per share attributable to U.S. Concrete - diluted	$	1.00	$	(0.13	)	$	0.84	$	0.32

The above pro forma results are unaudited and were prepared based on the historical U.S. GAAP results of the Company and the historical results of the 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 2018 acquisitions occurred on January 1, 2017, and the 2017 acquisitions occurred on January 1, 2016.

The unaudited pro forma net income attributable to U.S. Concrete and per share amounts above reflect the following adjustments (in thousands):

	Three Months Ended June 30,					Six Months Ended June 30,
	2018		2017			2018			2017
Increase in intangible amortization expense	$	—	$	(902	)	$	(523	)	$	(1,804	)
Increase in depreciation expense	—		(3,325		)	—			(4,500		)
Exclusion of buyer transaction costs	159		413			851			644
Exclusion of seller transaction costs	—		—			—			3,224
Increase in expenses related to conversions from IFRS(1) to U.S. GAAP	—		(44		)	—			(113		)
Decrease (increase) in income tax expense	16		(923		)	(474		)	(1,416		)
Increase in non-controlling loss	—		(143		)	—			(280		)

(1) IFRS is defined as International Financial Reporting Standards as issued by the International Accounting Standards Board.

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.

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INVENTORIES

6 Months Ended

Jun. 30, 2018

Inventory Disclosure [Abstract]

INVENTORIES

INVENTORIES

Inventories were as follows (in thousands):

	June 30, 2018		December 31, 2017
Raw materials	$	44,288	$	44,238
Building materials for resale	2,998		2,192
Other	1,498		1,655
Total inventories	$	48,784	$	48,085

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GOODWILL AND OTHER INTANGIBLES

6 Months Ended

Jun. 30, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND OTHER INTANGIBLES

GOODWILL ANDOTHER INTANGIBLE ASSETS

Goodwill

The changes in goodwill by reportable segment from December 31, 2017 to June 30, 2018 were as follows (in thousands):

	Ready-Mixed Concrete Segment			Aggregate Products Segment			Other Non-Reportable Segments			Total
Goodwill, gross at December 31, 2017	$	139,834		$	57,438		$	13,212		$	210,484
2018 acquisitions (1)	13,697			—			859			14,556
Measurement period adjustments for prior year business combinations (2)	(340		)	6,911			(8,542		)	(1,971		)
Goodwill, gross at June 30, 2018	153,191			64,349			5,529			223,069
Accumulated impairment at December 31, 2017 and June 30, 2018	(4,414		)	(1,339		)	—			(5,753		)
Goodwill, net at June 30, 2018	$	148,777		$	63,010		$	5,529		$	217,316

(1) During the three months ended June 30, 2018, we recorded measurement period adjustments for the 2018 acquisitions of $2.3 million related to additional definite-lived intangible assets.

(2) The measurement period adjustments for the 2017 acquisitions recorded during 2018 primarily included $2.7 million of additional property, plant, and equipment, $0.3 million of additional definite-lived intangible assets offset by $0.7 million of lower working capital items and other various changes. The measurement period adjustments for the 2017 acquisitions also included a $9.6 million reclassification of goodwill between the aggregate products segment and other non-reportable segments. We re-characterized the results of our Polaris distribution operations, which include shipping and terminal operations, to the aggregate products segment from other non-reportable segments.  This change was made to better reflect how the Polaris business is viewed and operated by management and more closely aligns our reporting with how we manage and report our other aggregate products operations. 

Other Intangible Assets

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

	As of June 30, 2018
	Gross		Accumulated Amortization			Net		Weighted Average Remaining Life (In Years)
Definite-lived intangible assets
Customer relationships	$	103,464	$	(35,030	)	$	68,434	5.08
Trade names	44,456		(9,655		)	34,801		19.73
Non-competes	19,101		(10,314		)	8,787		3.06
Leasehold interests	12,480		(4,220		)	8,260		6.28
Favorable contracts	4,034		(3,607		)	427		1.50
Total definite-lived intangible assets	183,535		(62,826		)	120,709		9.23
Indefinite-lived intangible assets
Land rights(1)	1,478		—			1,478
Total purchased intangible assets	$	185,013	$	(62,826	)	$	122,187

(1) Land rights acquired in a prior year acquisition will be reclassified to property, plant, and equipment upon the division of certain shared properties and settlement of the associated deferred payment.

	As of December 31, 2017
	Gross		Accumulated Amortization			Net		Weighted Average Remaining Life (In Years)
Definite-lived intangible assets
Customer relationships	$	89,933	$	(28,092	)	$	61,841	5.47
Trade names	44,456		(8,120		)	36,336		19.87
Non-competes	16,875		(8,510		)	8,365		2.93
Leasehold interests	12,480		(3,378		)	9,102		6.66
Favorable contracts	4,034		(3,033		)	1,001		1.35
Total definite-lived intangible assets	167,778		(51,133		)	116,645		9.83
Indefinite-lived intangible assets
Land rights(1)	1,478		—			1,478
Total purchased intangible assets	$	169,256	$	(51,133	)	$	118,123

(1) Land rights acquired in a prior year acquisition will be reclassified to property, plant, and equipment upon the division of certain shared properties and settlement of the associated deferred payment.

As of June 30, 2018, the estimated remaining amortization of our definite-lived intangible assets was as follows (in thousands):

	Year Ending December 31,
2018 (remainder of the year)	$	11,802
2019	22,193
2020	19,985
2021	18,376
2022	12,727
Thereafter	35,626
Total	$	120,709

Also included in other non-current liabilities in the accompanying condensed consolidated balance sheets are unfavorable lease intangibles with a gross carrying amount of $1.5 million as of both June 30, 2018 and December 31, 2017, and a net carrying amount of $0.9 million and $1.0 million as of June 30, 2018 and December 31, 2017, respectively. These unfavorable lease intangibles have a weighted average remaining life of 4.61 years as of June 30, 2018.

We recorded $6.2 million and $5.1 million of amortization expense on our definite-lived intangible assets and unfavorable lease intangibles for the three months ended June 30, 2018 and 2017, respectively. We recorded $11.6 million and $10.3 million of amortization expense on our definite-lived intangible assets and unfavorable lease intangibles for the six months ended June 30, 2018 and 2017, respectively.

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DEBT

6 Months Ended

Jun. 30, 2018

Debt Disclosure [Abstract]

DEBT

DEBT

Our debt and capital leases were as follows (in thousands):

	June 30, 2018			December 31, 2017
6.375% senior unsecured notes due 2024 and unamortized premium(1)	$	609,174		$	609,949
Senior secured credit facility	60,400			9,000
Capital leases	62,632			53,324
Other financing	28,914			31,886
Debt issuance costs	(10,566		)	(10,823		)
Total debt	750,554			693,336
Less: current maturities	(28,753		)	(25,951		)
Long-term debt, net of current maturities	$	721,801		$	667,385

(1) The effective interest rates for these notes were 6.56% for both June 30, 2018 and December 31, 2017.

Senior Secured Credit Facility

As of June 30, 2018, we had $17.5 million of undrawn standby letters of credit under our senior secured credit facility ("Revolving Facility"). The weighted average interest rate for the facility was 3.53% as of June 30, 2018.

Our actual maximum credit availability under the Revolving Facility varies from time to time and is determined by calculating the value of our eligible accounts receivable, inventory, mixer trucks and machinery, minus reserves imposed by the lenders and certain other adjustments. Our availability under the Revolving Facility at June 30, 2018 was $173.6 million. We are required, upon the occurrence of certain events, to maintain a fixed charge coverage ratio of at least 1.0 to 1.0 for each period of 12 calendar months. As of June 30, 2018, we were in compliance with all covenants under the loan agreement that governs the Revolving Facility.

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FAIR VALUE DISCLOSURES

6 Months Ended

Jun. 30, 2018

Fair Value Disclosures [Abstract]

FAIR VALUE DISCLOSURES

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 independent sources. 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.

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 as of June 30, 2018 and December 31, 2017 (in thousands):

	June 30, 2018
	Total		Level 1		Level 2		Level 3
Contingent consideration, including current portion (1)	$	59,371	$	—	$	—	$	59,371
	$	59,371	$	—	$	—	$	59,371

	December 31, 2017
	Total		Level 1		Level 2		Level 3
Contingent consideration, including current portion (1)	$	61,817	$	—	$	—	$	61,817
	$	61,817	$	—	$	—	$	61,817

(1) The current portion of contingent consideration is included in accrued liabilities 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.

The following tables present the valuation inputs for the fair value estimates for our three model types of acquisition-related contingent consideration arrangements. We estimate the fair value of acquisition-related contingent consideration arrangements using a Monte Carlo simulation model, an income approach or a discounted cash flow technique, as appropriate. These fair value measurements are based on significant inputs not observable in the market, and thus represent Level 3 inputs.

The fair value of the contingent consideration arrangements is sensitive to changes in the forecasts of earnings and/or the relevant operating metrics and changes in discount rates.  The fair value of the contingent consideration is reassessed quarterly based on assumptions used in our latest projections and input provided by practice leaders and management.  Any change in the fair value estimate is recorded in our consolidated statement of operations for that period.  The use of different estimates and assumptions could increase or decrease the estimated fair value of our contingent consideration liability, which would result in different impacts to our consolidated balance sheets and consolidated statements of operations.

	As of June 30, 2018
Valuation Inputs	Monte Carlo Simulation		Income Approach		Discounted Cash Flow Technique
Fair value (in millions)	$	33.4	$	24.7	$	1.3
Discount rate	10.50% - 11.50%		3.70% - 5.00%		6.03% - 15.75%
Payment cap (in millions)	$	37.3	$	27.0	$	1.4
Expected payment period remaining (in years)	2-4		1-5		1-5
Management projections of the payout criteria	EBITDA/Volumes		Permitted reserves/Volumes		Volumes

	As of December 31, 2017
Valuation Inputs	Monte Carlo Simulation		Income Approach		Discounted Cash Flow Technique
Fair value (in millions)	$	37.1	$	23.6	$	1.1
Discount rate	9.75% - 11.75%		3.70% - 5.00%		6.03% - 15.75%
Payment cap (in millions)	$	39.3	$	26.0	$	1.4
Expected payment period remaining (in years)	2-4		1-5		1-5
Management projections of the payout criteria	EBITDA/Volumes		Permitted reserves/Volumes		Volumes

The following table provides a reconciliation of the changes in Level 3 fair value measurements from December 31, 2017 to June 30, 2018 (in thousands):

	Contingent Consideration
Balance at December 31, 2017	$	61,817
Acquisitions (1)	893
Change in contingent consideration valuation	(1,258		)
Payments of contingent consideration	(2,081		)
Balance at June 30, 2018	$	59,371

(1) Represents the fair value of the contingent consideration associated with the On Time acquisition as of the acquisition date.

Our other financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, and long-term debt.  We consider the carrying values of cash and cash equivalents, accounts receivable, and accounts payable to be representative of their respective fair values because of their short-term maturities or expected settlement dates.  The fair value of our 6.375% senior unsecured notes due 2024 ("2024 Notes"), which was estimated based on quoted market prices (i.e., Level 2 inputs), was $601.5 million as of June 30, 2018. The carrying value of the outstanding amounts under our Revolving Facility approximates fair value due to the floating interest rate.

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INCOME TAXES

6 Months Ended

Jun. 30, 2018

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

We recorded income tax expense of $4.3 million and $5.9 million for the three and six months ended June 30, 2018, respectively. We recorded income tax expense allocated to continuing operations of $6.9 million and $13.6 million for the three and six months ended June 30, 2017, respectively. For the six months ended June 30, 2018, our effective tax rate of 32.3% differed from the federal statutory rate primarily due to state taxes and adjustments related to the $1.3 million impact of the tax rate change enacted as part of the Tax Cuts and Jobs Act (the "Tax Act"). For the six months ended June 30, 2017, our effective tax rate of 73.8% differed from the federal statutory rate primarily due to state taxes and the impact of a $13.9 million non-cash loss on our now expired warrants, which was recorded with no associated tax benefit.

We record changes in our unrecognized tax benefits based on anticipated federal and state tax filing positions on a quarterly basis. For the six months ended June 30, 2018 and 2017, we recorded unrecognized tax benefits of $0.2 million and $5.7 million, respectively.

On December 22, 2017, the President signed into law the Tax Act. Shortly after the Tax Act was enacted, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on accounting for the Tax Act’s impact. This guidance provides a measurement period, which in no case should extend beyond one year from the Tax Act enactment date. As of June 30, 2018, we recorded provisional amounts for the effects of the Tax Act for the Base Erosion Anti-abuse Tax, which is a new minimum tax, and a mechanism to tax global intangible low taxed income. These provisional amounts were immaterial to our consolidated financial statements. We will monitor future guidance set forth by the U.S. Department of Treasury with regard to the new provisions under the Tax Act, and true up provisional amounts as appropriate within the one-year measurement period required under SAB 118.

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NET EARNINGS (LOSS) PER SHARE

6 Months Ended

Jun. 30, 2018

Earnings Per Share [Abstract]

NET EARNINGS (LOSS) PER SHARE

NET EARNINGS (LOSS) PER SHARE

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

The following is a reconciliation of the components of the basic and diluted earnings (loss) per share calculations for the three and six months ended June 30, 2018 and 2017 (in thousands):

	Three Months Ended June 30,					Six Months Ended June 30,
	2018		2017 (1)			2018		2017
Numerator for basic and diluted earnings per share:
Income (loss) from continuing operations attributable to U.S. Concrete	$	16,265	$	(2,169	)	$	12,407	$	4,833
Loss from discontinued operations, net of taxes	—		(180		)	—		(302		)
Net income (loss) attributable to U.S. Concrete	$	16,265	$	(2,349	)	$	12,407	$	4,531
Denominator for diluted earnings per share:
Basic weighted average common shares outstanding	16,477		15,703			16,450		15,601
Restricted stock and restricted stock units	18		—			56		123
Warrants	—		—			—		791
Stock options	11		—			12		16
Diluted weighted average common shares outstanding	16,506		15,703			16,518		16,531

(1) We reported a loss from continuing operations attributable to U.S. Concrete for the three months ended June 30, 2017; therefore, the share count used in the basic and diluted earnings per share calculation was the same.

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 had not met their performance target:

	Three Months Ended June 30,		Six Months Ended June 30,
	2018	2017	2018	2017
Potentially dilutive shares:
Unvested restricted stock awards and restricted stock units	171	275	141	131
Stock options	—	19	—	—
Warrants	—	1,127	—	—
Total potentially dilutive shares	171	1,421	141	131

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2018

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

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 related to 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 contributing employers and 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.

As of June 30, 2018, 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 facts that would reasonably be expected to lead to material 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 unasserted 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, 2018.

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 believes we have adequately accrued for these claims.  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, 2018.

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.

San Francisco County Matter

On April 5, 2018, the State of California filed a lawsuit against the Company in San Francisco County Superior Court alleging

violations of California environmental statutes, unfair business practices, and false advertising arising out of alleged incidents of employees spraying down mixer trucks on public streets allegedly resulting in concrete residue and waste water entering sewer and storm drain systems. The State of California seeks injunctive relief, civil penalties, restitution, and costs of investigation and litigation, including damages of between $2,500 and $25,000 per alleged violation. The Company is vigorously defending against these allegations and while the ultimate liability with respect to these claims cannot be determined at this time, the Company does not expect these matters to result in fines of more than $300,000. The Company does not expect this matter to have a material impact on its financial position, results of operations or liquidity.

Royalty Assessment

In 2014, Eagle Rock Materials Ltd. (“ERM”), a Polaris subsidiary, was notified by the British Columbia Ministry of Forests, Lands and Natural Resource Operations that royalties were due for 2012 and 2013, based on the tenure date, in respect of Polaris’s quarrying lease for the Eagle Rock Quarry project. In 2016, ERM was notified that further royalties were due for 2014, 2015 and 2016 (up to October) based on the tenure date, and in 2017, ERM was notified of interest charges of $0.4 million. The total royalties and interest claimed to date are approximately $2.2 million, which the Company, through its Polaris subsidiary, is disputing. Polaris’s position is that royalties are only payable based on actual production, in accordance with a written undertaking from the responsible government agency prior to commencement of the lease, and as the project has not been developed, no royalties are currently due. Accordingly, the Company has currently not recorded a provision for the royalty assessment.

Insurance Programs

We maintain third-party insurance coverage against certain workers' compensation, automobile and general liability 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. 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, 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 recorded in accrued liabilities and other long-term obligations in our condensed consolidated balance sheets for estimated losses was $20.2 million as of June 30, 2018 and $19.2 million as of December 31, 2017.

Performance Bonds

In the normal course of business, we are contingently liable for performance under $35.0 million in performance bonds that various contractors, states and municipalities have required as of June 30, 2018. The bonds principally relate to construction contracts, reclamation obligations, licensing and permitting. We and our subsidiaries 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, 2018.

Employment Agreements

We have employment agreements with executive officers and certain key members of management under which severance payments would become payable in the event of specified terminations without cause or after a change of control.

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SEGMENT INFORMATION

6 Months Ended

Jun. 30, 2018

Segment Reporting [Abstract]

SEGMENT INFORMATION

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 markets: Texas, Northern California, New York, New Jersey, Pennsylvania, Washington, D.C., Oklahoma and the U.S. Virgin Islands. Our aggregate products segment includes crushed stone, sand and gravel products and serves the markets in which our ready-mixed concrete segment operates as well as the West Coast and Hawaii. Other products not associated with a reportable segment include our aggregates distribution operations, building materials stores, hauling operations, lime slurry, ARIDUS^® Rapid Drying Concrete technology, brokered product sales, recycled aggregates operation and an industrial waterfront marine terminal and sales yard. The financial results of our acquisitions have been included in their respective reportable segment or in other products, as applicable, 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 is 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 income (loss) from continuing operations excluding the impact of income tax expense (benefit), depreciation, depletion and amortization, net interest expense, loss on extinguishment of debt, derivative income (loss), the non-cash change in value of contingent consideration, impairment of assets, hurricane-related losses, quarry dredge costs for a specific event, purchase accounting adjustments for inventory and foreign currency losses resulting from the Polaris acquisition. Other impacts excluded from our Adjusted EBITDA are non-cash stock compensation expense, acquisition-related costs and officer transition expenses. Many of the impacts excluded to derive Adjusted EBITDA are similar to those excluded in calculating our compliance with our debt covenants.

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 (1) internally measure our operating performance and (2) 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 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, and may not be comparable to similarly titled measures used in the agreements governing our debt.

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

During the quarter ended June 30, 2018, we re-characterized the results of our Polaris distribution operations, which include shipping and terminal operations, to the aggregate products segment from other products and eliminations.  This change was made to better reflect how the Polaris business is viewed and operated by management and more closely aligns our reporting with how we manage and report our other aggregate products operations.  As a result of this change, certain first quarter of 2018 amounts have been reclassified from those previously reported.

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,
	2018			2017			2018			2017
Revenue:
Ready-mixed concrete
Sales to external customers	$	350,027		$	310,122		$	639,267		$	585,578
Aggregate products
Sales to external customers	35,065			12,036			59,791			21,333
Intersegment sales	13,449			10,730			22,884			19,257
Total aggregate products	48,514			22,766			82,675			40,590
Total reportable segment revenue	398,541			332,888			721,942			626,168
Other products and eliminations	5,659			8,038			10,045			13,891
Total revenue	$	404,200		$	340,926		$	731,987		$	640,059
Reportable Segment Adjusted EBITDA:
Ready-mixed concrete	$	51,795		$	49,646		$	92,762		$	91,150
Aggregate products	12,237			8,674			16,913			12,671
Total reportable segment Adjusted EBITDA	$	64,032		$	58,320		$	109,675		$	103,821
Reconciliation of Total Reportable Segment Adjusted EBITDA to Income (Loss) From Continuing Operations:
Total reportable segment Adjusted EBITDA	$	64,032		$	58,320		$	109,675		$	103,821
Other products and eliminations from operations	3,333			3,166			4,478			6,023
Corporate overhead	(14,622		)	(14,714		)	(30,092		)	(25,706		)
Depreciation, depletion and amortization for reportable segments	(20,877		)	(15,292		)	(40,036		)	(30,145		)
Acquisition-related costs	—			—			(1,017		)	—
Impairment of assets	(1,299		)	—			(1,299		)	—
Hurricane-related losses for reportable segments	492			—			185			—
Quarry dredge costs for specific event for reportable segment	(365		)	—			(556		)	—
Purchase accounting adjustments for inventory	—			—			(706		)	—
Interest expense, net	(11,514		)	(10,368		)	(22,823		)	(20,510		)
Corporate derivative loss	—			(15,766		)	—			(13,910		)
Change in value of contingent consideration for reportable segments	1,626			(720		)	1,258			(1,328		)
Corporate, other products and eliminations other income, net	(236		)	116			(661		)	201
Income from continuing operations before income taxes	20,570			4,742			18,406			18,446
Income tax expense	(4,292		)	(6,911		)	(5,944		)	(13,613		)
Income (loss) from continuing operations	$	16,278		$	(2,169	)	$	12,462		$	4,833

	Three Months Ended June 30,				Six Months Ended June 30,
	2018		2017		2018		2017
Capital Expenditures:
Ready-mixed concrete	$	6,948	$	6,216	$	13,466	$	12,323
Aggregate products	5,258		1,409		6,086		5,677
Other products and corporate	256		349		1,285		692
Total capital expenditures	$	12,462	$	7,974	$	20,837	$	18,692

	Three Months Ended June 30,				Six Months Ended June 30,
	2018		2017		2018		2017
Revenue by Product:
Ready-mixed concrete	$	350,027	$	310,122	$	639,267	$	585,578
Aggregate products	35,065		12,036		59,791		21,333
Aggregates distribution	6,249		7,500		10,370		12,953
Building materials	7,269		6,674		13,130		10,744
Lime	3,219		2,445		5,511		5,140
Hauling	1,593		1,260		2,705		2,601
Other	778		889		1,213		1,710
Total revenue	$	404,200	$	340,926	$	731,987	$	640,059

	As of June 30, 2018		As of December 31, 2017
Identifiable Property, Plant and Equipment Assets:
Ready-mixed concrete	$	292,897	$	266,584
Aggregate products	352,145		342,090		(1)
Other products and corporate	29,150		27,594		(1)
Total identifiable assets	$	674,192	$	636,268

(1) $27.5 million has been reclassified to aggregate products from other products and corporate due to the segment reporting change made during the three months ended June 30, 2018.

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SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION

6 Months Ended

Jun. 30, 2018

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION

SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION

Our 2024 Notes are fully and unconditionally and jointly and severally guaranteed on a senior unsecured basis by each direct and indirect domestic subsidiary of the Company, each a guarantor subsidiary. Each guarantor subsidiary is directly or indirectly 100% owned by the Company. Neither the net book value nor the purchase price of any of our recently acquired guarantor subsidiaries were 20% or more of the aggregate principal amount of our 2024 Notes. The 2024 Notes are not guaranteed by any direct or indirect foreign subsidiaries of the Company, each a non-guarantor subsidiary. Consequently, we are required to provide condensed consolidating financial information in accordance with Rule 3-10 of Regulation S-X.

The following condensed consolidating financial statements present, in separate columns, financial information for (1) the Parent on a parent only basis, (2) the guarantor subsidiaries on a combined basis, (3) the non-guarantor subsidiaries on a combined basis, (4) the eliminations and reclassifications necessary to arrive at the information for the Company on a consolidated basis, and (5) the Company on a consolidated basis.

The following condensed consolidating financial statements of U.S. Concrete, Inc. and its subsidiaries present investments in consolidated subsidiaries using the equity method of accounting. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions.

CONDENSED CONSOLIDATING BALANCE SHEET

JUNE 30, 2018

(in thousands)

	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations and Reclassifications			U.S. Concrete Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	12,713	$	8,798	$	—		$	21,511
Trade accounts receivable, net	—		239,109		8,525		—			247,634
Inventories	—		41,496		7,288		—			48,784
Prepaid expenses	—		7,974		307		—			8,281
Other receivables	5,776		6,366		55		—			12,197
Other current assets	—		4,437		2,845		—			7,282
Intercompany receivables	14,394		—		—		(14,394		)	—
Total current assets	20,170		312,095		27,818		(14,394		)	345,689
Property, plant and equipment, net	—		457,426		216,766		—			674,192
Goodwill	—		156,637		60,679		—			217,316
Intangible assets, net	—		119,945		2,242		—			122,187
Deferred income taxes	—		—		677		(677		)	—
Investment in subsidiaries	571,615		—		—		(571,615		)	—
Long-term intercompany receivables	369,555		—		—		(369,555		)	—
Other assets	—		6,243		948		—			7,191
Total assets	$	961,340	$	1,052,346	$	309,130	$	(956,241	)	$	1,366,575
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	652	$	127,887	$	1,740	$	—		$	130,279
Accrued liabilities	4,589		73,719		7,620		—			85,928
Current maturities of long-term debt	—		28,169		584		—			28,753
Intercompany payables	—		—		14,394		(14,394		)	—
Total current liabilities	5,241		229,775		24,338		(14,394		)	244,960
Long-term debt, net of current maturities	659,008		62,303		490		—			721,801
Other long-term obligations and deferred credits	875		74,763		2,885		—			78,523
Deferred income taxes	—		4,170		—		(677		)	3,493
Long-term intercompany payables	—		249,217		120,338		(369,555		)	—
Total liabilities	665,124		620,228		148,051		(384,626		)	1,048,777
Total shareholders' equity	296,216		432,118		139,497		(571,615		)	296,216
Non-controlling interest	—		—		21,582		—			21,582
Total equity	296,216		432,118		161,079		(571,615		)	317,798
Total liabilities and equity	$	961,340	$	1,052,346	$	309,130	$	(956,241	)	$	1,366,575

CONDENSED CONSOLIDATING BALANCE SHEET

DECEMBER 31, 2017

(in thousands)

	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations and Reclassifications			U.S. Concrete Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	6,970	$	15,611	$	—		$	22,581
Trade accounts receivable, net	—		208,669		5,552		—			214,221
Inventories	—		41,006		7,079		—			48,085
Prepaid expenses	—		4,723		574		—			5,297
Other receivables	16,256		2,644		291		—			19,191
Other current assets	—		2,307		3		—			2,310
Intercompany receivables	14,628		—		—		(14,628		)	—
Total current assets	30,884		266,319		29,110		(14,628		)	311,685
Property, plant and equipment, net	—		416,888		219,380		—			636,268
Goodwill	—		142,221		62,510		—			204,731
Intangible assets, net	—		115,570		2,553		—			118,123
Deferred income taxes	—		—		674		(674		)	—
Investment in subsidiaries	544,256		—		—		(544,256		)	—
Long-term intercompany receivables	322,193		—		—		(322,193		)	—
Other assets	—		4,384		943		—			5,327
Total assets	$	897,333	$	945,382	$	315,170	$	(881,751	)	$	1,276,134
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	17	$	115,465	$	1,588	$	—		$	117,070
Accrued liabilities	6,703		53,097		5,620		—			65,420
Current maturities of long-term debt	—		25,284		667		—			25,951
Intercompany payables	—		—		14,628		(14,628		)	—
Total current liabilities	6,720		193,846		22,503		(14,628		)	208,441
Long-term debt, net of current maturities	608,127		58,545		713		—			667,385
Other long-term obligations and deferred credits	2,035		88,743		2,563		—			93,341
Deferred income taxes	—		5,499		—		(674		)	4,825
Long-term intercompany payables	—		195,282		126,911		(322,193		)	—
Total liabilities	616,882		541,915		152,690		(337,495		)	973,992
Total shareholders' equity	280,451		403,467		140,789		(544,256		)	280,451
Non-controlling interest	—		—		21,691		—			21,691
Total equity	280,451		403,467		162,480		(544,256		)	302,142
Total liabilities and equity	$	897,333	$	945,382	$	315,170	$	(881,751	)	$	1,276,134

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2018

(in thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Reclassifications			U.S. Concrete Consolidated
Revenue	$	—		$	375,316		$	28,884		$	—		$	404,200
Cost of goods sold before depreciation, depletion and amortization	—			298,667			21,571			—			320,238
Selling, general and administrative expenses	—			30,494			1,381			—			31,875
Depreciation, depletion and amortization	—			18,491			3,651			—			22,142
Change in value of contingent consideration	46			(1,672		)	—			—			(1,626		)
Impairment of assets	—			1,299			—			—			1,299
Loss (gain) on sale of assets, net	—			(385		)	14			—			(371		)
Operating income (loss)	(46		)	28,422			2,267			—			30,643
Interest expense, net	10,058			910			546			—			11,514
Other expense (income), net	811			(1,531		)	(721		)	—			(1,441		)
Income (loss) before income taxes, equity in earnings of subsidiaries and non-controlling interest	(10,915		)	29,043			2,442			—			20,570
Income tax expense (benefit)	(3,093		)	7,335			50			—			4,292
Net income (loss) before equity in earnings of subsidiaries and non-controlling interest	(7,822		)	21,708			2,392			—			16,278
Equity in earnings of subsidiaries	24,087			—			—			(24,087		)	—
Net income (loss)	16,265			21,708			2,392			(24,087		)	16,278
Less: Net income attributable to non-controlling interest	—			—			(13		)	—			(13		)
Net income (loss) attributable to U.S. Concrete	$	16,265		$	21,708		$	2,379		$	(24,087	)	$	16,265

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2017

(in thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations and Reclassifications			U.S. Concrete Consolidated
Revenue	$	—		$	335,468		$	5,458	$	—		$	340,926
Cost of goods sold before depreciation, depletion and amortization	—			259,733			3,841		—			263,574
Selling, general and administrative expenses	—			29,457			743		—			30,200
Depreciation, depletion and amortization	—			15,561			789		—			16,350
Change in value of contingent consideration	139			581			—		—			720
Gain on sale of assets, net	—			(198		)	—		—			(198		)
Operating income (loss)	(139		)	30,334			85		—			30,280
Interest expense, net	9,989			379			—		—			10,368
Derivative loss	15,766			—			—		—			15,766
Other expense (income), net	—			(622		)	26		—			(596		)
Income (loss) from continuing operations, before income taxes and equity in earnings of subsidiaries	(25,894		)	30,577			59		—			4,742
Income tax expense (benefit)	(3,702		)	10,610			3		—			6,911
Net income (loss) from continuing operations before equity in earnings of subsidiaries	(22,192		)	19,967			56		—			(2,169		)
Loss from discontinued operations, net of taxes and before equity in earnings of subsidiaries	—			(180		)	—		—			(180		)
Net income (loss) before equity in earnings of subsidiaries	(22,192		)	19,787			56		—			(2,349		)
Equity in earnings of subsidiaries	19,843			—			—		(19,843		)	—
Net income (loss)	$	(2,349	)	$	19,787		$	56	$	(19,843	)	$	(2,349	)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 2018

(in thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Reclassifications			U.S. Concrete Consolidated
Revenue	$	—		$	684,145		$	47,842		$	—		$	731,987
Cost of goods sold before depreciation, depletion and amortization	—			549,283			38,187			—			587,470
Selling, general and administrative expenses	—			60,096			4,055			—			64,151
Depreciation, depletion and amortization	—			35,776			6,941			—			42,717
Change in value of contingent consideration	89			(1,347		)	—			—			(1,258		)
Impairment of assets	—			1,299			—			—			1,299
Loss (gain) on sale of assets, net	—			(575		)	14			—			(561		)
Operating income (loss)	(89		)	39,613			(1,355		)	—			38,169
Interest expense, net	19,827			1,801			1,195			—			22,823
Other expense (income), net	811			(2,535		)	(1,336		)	—			(3,060		)
Income (loss) before income taxes, equity in earnings of subsidiaries and non-controlling interest	(20,727		)	40,347			(1,214		)	—			18,406
Income tax expense (benefit)	(5,776		)	11,699			21			—			5,944
Net income (loss) before equity in earnings of subsidiaries and non-controlling interest	(14,951		)	28,648			(1,235		)	—			12,462
Equity in earnings of subsidiaries	27,358			—			—			(27,358		)	—
Net income (loss)	12,407			28,648			(1,235		)	(27,358		)	12,462
Less: Net income attributable to non-controlling interest	—			—			(55		)	—			(55		)
Net income (loss) attributable to U.S. Concrete	$	12,407		$	28,648		$	(1,290	)	$	(27,358	)	$	12,407

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 2017

(in thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Reclassifications			U.S. Concrete Consolidated
Revenue	$	—		$	629,491		$	10,568		$	—		$	640,059
Cost of goods sold before depreciation, depletion and amortization	—			491,024			8,309			—			499,333
Selling, general and administrative expenses	—			54,655			1,362			—			56,017
Depreciation, depletion and amortization	—			30,929			1,280			—			32,209
Change in value of contingent consideration	280			1,048			—			—			1,328
Loss (gain) on sale of assets, net	—			(392		)	2			—			(390		)
Operating income (loss)	(280		)	52,227			(385		)	—			51,562
Interest expense, net	19,688			822			—			—			20,510
Derivative loss	13,910			—			—			—			13,910
Other expense (income), net	—			(1,373		)	69			—			(1,304		)
Income (loss) from continuing operations, before income taxes and equity in earnings of subsidiaries	(33,878		)	52,778			(454		)	—			18,446
Income tax expense (benefit)	(7,467		)	21,097			(17		)	—			13,613
Net income (loss) from continuing operations before equity in earnings of subsidiaries	(26,411		)	31,681			(437		)	—			4,833
Loss from discontinued operations, net of taxes and before equity in earnings of subsidiaries	—			(302		)	—			—			(302		)
Net income (loss) before equity in earnings of subsidiaries	(26,411		)	31,379			(437		)	—			4,531
Equity in earnings of subsidiaries	30,942			—			—			(30,942		)	—
Net income (loss)	$	4,531		$	31,379		$	(437	)	$	(30,942	)	$	4,531

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

SIX MONTHS ENDEDJUNE 30, 2018

(in thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			U.S. Concrete Consolidated
Net cash provided by (used in) operating activities	$	(21,669	)	$	61,128		$	1,461		$	6,940		$	47,860
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment	—			(19,432		)	(1,405		)	—			(20,837		)
Payments for acquisitions, net of cash acquired	—			(61,111		)	—			—			(61,111		)
Proceeds from sale of property, plant and equipment	—			997			88			—			1,085
Proceeds from disposals of businesses	—			158			—			—			158
Insurance proceeds from property loss claims	—			1,634			500			—			2,134
Net cash used in investing activities	—			(77,754		)	(817		)	—			(78,571		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from revolver borrowings	228,613			—			—			—			228,613
Repayments of revolver borrowings	(177,213		)	—			—			—			(177,213		)
Proceeds from exercise of stock options	78			—			—			—			78
Payments of other long-term obligations	(2,215		)	(1,325		)	—			—			(3,540		)
Payments for other financing	—			(13,404		)	(305		)	—			(13,709		)
Other treasury share purchases	(1,869		)	—			—			—			(1,869		)
Cash paid to non-controlling interest	—			—			(249		)	—			(249		)
Other proceeds	—			464			—			—			464
Intercompany funding	(25,725		)	39,470			(6,805		)	(6,940		)	—
Net cash provided by (used in) financing activities	21,669			25,205			(7,359		)	(6,940		)	32,575
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS	—			—			(98		)	—			(98		)
NET INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH	—			8,579			(6,813		)	—			1,766
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	—			6,970			15,611			—			22,581
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	$	—		$	15,549		$	8,798		$	—		$	24,347

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

SIX MONTHS ENDEDJUNE 30, 2017

(in thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			U.S. Concrete Consolidated
Net cash provided by (used in) operating activities	$	20,700		$	61,704		$	2,072		$	(31,321	)	$	53,155
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment	—			(16,612		)	(2,080		)	—			(18,692		)
Payments for acquisitions, net of cash acquired	469			(33,305		)	—			—			(32,836		)
Proceeds from sale of property, plant and equipment	—			841			—			—			841
Proceeds from disposals of businesses	—			873			—			—			873
Investment in subsidiaries	(646		)	—			—			646			—
Net cash provided by (used in) investing activities	(177		)	(48,203		)	(2,080		)	646			(49,814		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of debt	211,500			—			—			—			211,500
Proceeds from exercise of stock options and warrants	494			—			—			—			494
Payments of other long-term obligations	(2,925		)	(1,611		)	—			—			(4,536		)
Payments for other financing	—			(8,778		)	—			—			(8,778		)
Debt issuance costs	(3,231		)	—			—			—			(3,231		)
Other treasury share purchases	(2,825		)	—			—			—			(2,825		)
Intercompany funding	(223,536		)	191,666			1,195			30,675			—
Net cash provided by (used in) financing activities	(20,523		)	181,277			1,195			30,675			192,624
NET INCREASE IN CASH AND CASH EQUIVALENTS	—			194,778			1,187			—			195,965
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	—			75,576			198			—			75,774
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	—		$	270,354		$	1,385		$	—		$	271,739

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RESTRICTED CASH

6 Months Ended

Jun. 30, 2018

Restricted Cash [Abstract]

RESTRICTED CASH

RESTRICTED CASH

The following table provides a reconciliation of cash and cash equivalents and restricted cash (in thousands) as reported within our condensed consolidated balance sheets to the same items as reported in our condensed consolidated statement of cash flows:

	June 30, 2018		December 31, 2017
Cash and cash equivalents	$	21,511	$	22,581
Restricted cash included in other current assets	2,836		—
Total cash and cash equivalents and restricted cash	$	24,347	$	22,581

Restricted cash as of June 30, 2018 related to amounts held in escrow pending the purchase of certain emission credits to expand our sales capacity in California of aggregate products delivered by ship from our Canadian operations. The purchase of these emission credits was finalized on July 20, 2018.

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ASSETS AND LIABILITIES HELD FOR SALE

6 Months Ended

Jun. 30, 2018

Property, Plant and Equipment [Abstract]

ASSETS AND LIABILITIES HELD FOR SALE

ASSETS AND LIABILITIES HELD FOR SALE

As of June 30, 2018, the Company had completed negotiations with buyers for properties in New Jersey and Michigan, both within our aggregate products segment, that were near the end of their economic lives and no longer fit into the operating plans of the Company. Upon finalizing negotiations, we recorded a $1.3 million impairment to write the assets down to their fair value. As of June 30, 2018, other current assets included $3.1 million of property, plant and equipment held for sale and accrued liabilities included $1.2 million of liabilities that will be assumed by the buyers. We closed the sale of the Michigan property on July 2, 2018 and expect to close the sale of the New Jersey property in the third quarter of 2018.

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BASIS OF PRESENTATION (Policies)

6 Months Ended

Jun. 30, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

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," the "Company," or "U.S. Concrete") and have been prepared 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, 2017 (the "2017 Form 10-K").  In the opinion of our management, all material adjustments necessary to state fairly the information in our unaudited condensed consolidated financial statements have been included. All adjustments are of a normal or recurring nature. All amounts are presented in United States dollars, unless otherwise noted. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year.

Use of Estimates

The preparation of financial statements and accompanying notes in conformity with U.S. GAAP requires the use of estimates and assumptions by management 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 significant in the preparation of our financial statements include those related to our allowance for doubtful accounts, business combinations, goodwill, intangible assets, valuation of contingent consideration, accruals for self-insurance programs, income taxes, the valuation of inventory and the valuation and useful lives of property, plant and equipment.

Recent Accounting Pronouncements

Standards/Updates Adopted This Year

Revenue Recognition. In May 2014, the Financial Accounting Standards Board ("FASB") issued guidance that outlines a single comprehensive model for accounting for revenue arising from contracts with customers, which supersedes most of the existing revenue recognition guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. We adopted this guidance and related amendments as of January 1, 2018, applying the modified retrospective transition approach to all contracts. Adoption of the new guidance did not result in changes in the amount of revenue recognized or the timing of when such revenue is recognized.

Clarification of the Definition of a Business in Business Combinations. In January 2017, the FASB issued an update under business combinations in an effort to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or as business combinations. The amendments in this update provide a screen to determine when a set of assets is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that need to be further evaluated. The adoption of this standard did not have a material impact on our financial condition and results of operations.

Classification of Certain Cash Receipts and Cash Payments. In August 2016, the FASB issued guidance to reduce diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. Adoption of this standard did not result in any material changes to our statements of cash flows.

Restricted Cash in the Statement of Cash Flows. In November 2016, the FASB issued guidance to reduce diversity in the presentation of restricted cash in the statement of cash flows. The standard has certain disclosure requirements related to restricted cash and requires that restricted cash be included with cash balances in the statement of cash flows. Adoption of this standard did not have a material impact on our statement of cash flows.

Standards/Updates Not Yet Adopted

Lease Accounting. In February 2016, the FASB issued a new lease accounting standard intended to increase transparency and comparability among organizations by reorganizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. Under the new guidance, lessees will be required to recognize a right-of-use asset and a lease liability, measured on a discounted basis, at the commencement date for all leases with terms greater than twelve months. Additionally, this guidance will require disclosures to help investors and other financial statement users better understand the amount, timing and uncertainty of cash flows arising from leases, including qualitative and quantitative requirements. We expect to adopt the guidance using the recently approved transition approach that permits application of the new standard at the adoption date instead of the earliest comparative period presented in the financial statements, with a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. We have established a cross-functional coordinated team to implement the standard. The implementation process includes reviewing all leases, performing a completeness assessment over the lease population, analyzing the practical expedients and identifying a new lease accounting technology system. We will also evaluate our processes and internal controls to meet the new accounting, reporting and disclosure requirements. This guidance will be effective for us beginning with the first quarter of 2019. Although we have not yet completed our evaluation of the impact on our financial statements, we expect that our adoption of the standard will have a significant impact on our consolidated balance sheet.

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BUSINESS COMBINATIONS (Tables)

6 Months Ended

Jun. 30, 2018

Business Combinations [Abstract]

Schedule of Total Consideration and Amounts Related to the Assets Acquired and Liabilities Assumed

The following table presents the total consideration for the 2018 acquisitions and the preliminary amounts related to the assets acquired and liabilities assumed based on the estimated fair values as of the respective acquisition dates (in thousands):

	2018 Acquisitions
Inventory	$	674
Other current assets	77
Property, plant and equipment	30,235
Definite-lived intangible assets	15,450
Total assets acquired	46,436
Total liabilities assumed	153
Goodwill	14,556
Total consideration (fair value) (1)	$	60,839

(1) Included $0.9 million of contingent consideration.

The following table presents the total consideration for the 2017 acquisitions and the preliminary amounts related to the assets acquired and liabilities assumed based on the estimated fair values as of the respective acquisition dates (in thousands):

	Polaris		2017 Acquisitions (Excluding Polaris)
Cash	$	20,678	$	—
Accounts receivable(1)	4,561		1,110
Inventory	6,022		695
Other current assets	1,522		48
Property, plant and equipment	199,316		63,221
Other long-term assets	896		—
Definite-lived intangible assets	—		8,331
Total assets acquired	232,995		73,405
Current liabilities(2)	26,465		1,081
Other long-term liabilities	2,999		62
Total liabilities assumed	29,464		1,143
Non-controlling interest	21,442		—
Goodwill	60,679		12,837
Total consideration (fair value)(3)	$	242,768	$	85,099

(1) Except for Polaris, the aggregate fair value of the 2017 acquisitions' acquired accounts receivable approximated the aggregate gross contractual amount. The fair value of Polaris's acquired accounts receivable was $4.6 million, which represented an aggregate gross contractual amount of $4.9 million, less estimated amounts not expected to be collected.

(2) Current liabilities for Polaris included $14.2 million payable to the Company, which was eliminated in consolidation.

(3) Included $29.5 million of deferred and contingent consideration for acquisitions other than Polaris.

Schedule of Major Classes of Intangible Assets Acquired

A summary of the intangible assets acquired in 2018 and 2017 and their estimated useful lives is as follows (in thousands):

	Weighted Average Amortization Period (In Years)	Fair Value At Acquisition Date
Customer relationships	6.86	$	21,171
Non-compete agreements	5.00	2,226
Favorable contract	3.67	384
Total		$	23,781

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

	As of June 30, 2018
	Gross		Accumulated Amortization			Net		Weighted Average Remaining Life (In Years)
Definite-lived intangible assets
Customer relationships	$	103,464	$	(35,030	)	$	68,434	5.08
Trade names	44,456		(9,655		)	34,801		19.73
Non-competes	19,101		(10,314		)	8,787		3.06
Leasehold interests	12,480		(4,220		)	8,260		6.28
Favorable contracts	4,034		(3,607		)	427		1.50
Total definite-lived intangible assets	183,535		(62,826		)	120,709		9.23
Indefinite-lived intangible assets
Land rights(1)	1,478		—			1,478
Total purchased intangible assets	$	185,013	$	(62,826	)	$	122,187

(1) Land rights acquired in a prior year acquisition will be reclassified to property, plant, and equipment upon the division of certain shared properties and settlement of the associated deferred payment.

	As of December 31, 2017
	Gross		Accumulated Amortization			Net		Weighted Average Remaining Life (In Years)
Definite-lived intangible assets
Customer relationships	$	89,933	$	(28,092	)	$	61,841	5.47
Trade names	44,456		(8,120		)	36,336		19.87
Non-competes	16,875		(8,510		)	8,365		2.93
Leasehold interests	12,480		(3,378		)	9,102		6.66
Favorable contracts	4,034		(3,033		)	1,001		1.35
Total definite-lived intangible assets	167,778		(51,133		)	116,645		9.83
Indefinite-lived intangible assets
Land rights(1)	1,478		—			1,478
Total purchased intangible assets	$	169,256	$	(51,133	)	$	118,123

(1) Land rights acquired in a prior year acquisition will be reclassified to property, plant, and equipment upon the division of certain shared properties and settlement of the associated deferred payment.

Schedule of Estimated Future Aggregate Amortization Expense of Definite-Lived Intangible Assets

As of June 30, 2018, the estimated future aggregate amortization expense of definite-lived intangible assets from the 2018 and 2017 acquisitions was as follows (in thousands):

	Year Ending December 31,
2018 (remainder of the year)	$	1,946
2019	3,892
2020	3,875
2021	3,690
2022	3,735
Thereafter	4,965
Total	$	22,103

As of June 30, 2018, the estimated remaining amortization of our definite-lived intangible assets was as follows (in thousands):

	Year Ending December 31,
2018 (remainder of the year)	$	11,802
2019	22,193
2020	19,985
2021	18,376
2022	12,727
Thereafter	35,626
Total	$	120,709

Schedule of Unaudited Pro Forma Information

All other acquisitions have been included and represent our estimate of the results of operations as if the 2018 acquisitions had been completed on January 1, 2017 and the 2017 acquisitions had been completed on January 1, 2016 (in thousands, except per share information):

	Three Months Ended June 30,					Six Months Ended June 30,
	2018		2017			2018		2017
Revenue from continuing operations	$	404,200	$	378,692		$	746,725	$	720,709
Net income (loss) attributable to U.S. Concrete	$	16,440	$	(2,117	)	$	13,794	$	5,232
Net income (loss) per share attributable to U.S. Concrete - basic	$	1.00	$	(0.13	)	$	0.84	$	0.34
Net income (loss) per share attributable to U.S. Concrete - diluted	$	1.00	$	(0.13	)	$	0.84	$	0.32

Schedule of Adjustments Reflected in Pro Forma Net Income (Loss) and Net Income (Loss) Per Share Amounts

The unaudited pro forma net income attributable to U.S. Concrete and per share amounts above reflect the following adjustments (in thousands):

	Three Months Ended June 30,					Six Months Ended June 30,
	2018		2017			2018			2017
Increase in intangible amortization expense	$	—	$	(902	)	$	(523	)	$	(1,804	)
Increase in depreciation expense	—		(3,325		)	—			(4,500		)
Exclusion of buyer transaction costs	159		413			851			644
Exclusion of seller transaction costs	—		—			—			3,224
Increase in expenses related to conversions from IFRS(1) to U.S. GAAP	—		(44		)	—			(113		)
Decrease (increase) in income tax expense	16		(923		)	(474		)	(1,416		)
Increase in non-controlling loss	—		(143		)	—			(280		)

(1) IFRS is defined as International Financial Reporting Standards as issued by the International Accounting Standards Board.

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INVENTORIES (Tables)

6 Months Ended

Jun. 30, 2018

Inventory Disclosure [Abstract]

Schedule of Inventories

Inventories were as follows (in thousands):

	June 30, 2018		December 31, 2017
Raw materials	$	44,288	$	44,238
Building materials for resale	2,998		2,192
Other	1,498		1,655
Total inventories	$	48,784	$	48,085

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GOODWILL AND OTHER INTANGIBLES (Tables)

6 Months Ended

Jun. 30, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Changes in Goodwill by Reportable Segment

The changes in goodwill by reportable segment from December 31, 2017 to June 30, 2018 were as follows (in thousands):

	Ready-Mixed Concrete Segment			Aggregate Products Segment			Other Non-Reportable Segments			Total
Goodwill, gross at December 31, 2017	$	139,834		$	57,438		$	13,212		$	210,484
2018 acquisitions (1)	13,697			—			859			14,556
Measurement period adjustments for prior year business combinations (2)	(340		)	6,911			(8,542		)	(1,971		)
Goodwill, gross at June 30, 2018	153,191			64,349			5,529			223,069
Accumulated impairment at December 31, 2017 and June 30, 2018	(4,414		)	(1,339		)	—			(5,753		)
Goodwill, net at June 30, 2018	$	148,777		$	63,010		$	5,529		$	217,316

(1) During the three months ended June 30, 2018, we recorded measurement period adjustments for the 2018 acquisitions of $2.3 million related to additional definite-lived intangible assets.

(2) The measurement period adjustments for the 2017 acquisitions recorded during 2018 primarily included $2.7 million of additional property, plant, and equipment, $0.3 million of additional definite-lived intangible assets offset by $0.7 million of lower working capital items and other various changes. The measurement period adjustments for the 2017 acquisitions also included a $9.6 million reclassification of goodwill between the aggregate products segment and other non-reportable segments. We re-characterized the results of our Polaris distribution operations, which include shipping and terminal operations, to the aggregate products segment from other non-reportable segments.  This change was made to better reflect how the Polaris business is viewed and operated by management and more closely aligns our reporting with how we manage and report our other aggregate products operations. 

Schedule of Purchased Finite-Lived Intangible Assets

A summary of the intangible assets acquired in 2018 and 2017 and their estimated useful lives is as follows (in thousands):

	Weighted Average Amortization Period (In Years)	Fair Value At Acquisition Date
Customer relationships	6.86	$	21,171
Non-compete agreements	5.00	2,226
Favorable contract	3.67	384
Total		$	23,781

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

	As of June 30, 2018
	Gross		Accumulated Amortization			Net		Weighted Average Remaining Life (In Years)
Definite-lived intangible assets
Customer relationships	$	103,464	$	(35,030	)	$	68,434	5.08
Trade names	44,456		(9,655		)	34,801		19.73
Non-competes	19,101		(10,314		)	8,787		3.06
Leasehold interests	12,480		(4,220		)	8,260		6.28
Favorable contracts	4,034		(3,607		)	427		1.50
Total definite-lived intangible assets	183,535		(62,826		)	120,709		9.23
Indefinite-lived intangible assets
Land rights(1)	1,478		—			1,478
Total purchased intangible assets	$	185,013	$	(62,826	)	$	122,187

(1) Land rights acquired in a prior year acquisition will be reclassified to property, plant, and equipment upon the division of certain shared properties and settlement of the associated deferred payment.

	As of December 31, 2017
	Gross		Accumulated Amortization			Net		Weighted Average Remaining Life (In Years)
Definite-lived intangible assets
Customer relationships	$	89,933	$	(28,092	)	$	61,841	5.47
Trade names	44,456		(8,120		)	36,336		19.87
Non-competes	16,875		(8,510		)	8,365		2.93
Leasehold interests	12,480		(3,378		)	9,102		6.66
Favorable contracts	4,034		(3,033		)	1,001		1.35
Total definite-lived intangible assets	167,778		(51,133		)	116,645		9.83
Indefinite-lived intangible assets
Land rights(1)	1,478		—			1,478
Total purchased intangible assets	$	169,256	$	(51,133	)	$	118,123

(1) Land rights acquired in a prior year acquisition will be reclassified to property, plant, and equipment upon the division of certain shared properties and settlement of the associated deferred payment.

Schedule of Purchased Indefinite-Lived Intangible Assets

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

	As of June 30, 2018
	Gross		Accumulated Amortization			Net		Weighted Average Remaining Life (In Years)
Definite-lived intangible assets
Customer relationships	$	103,464	$	(35,030	)	$	68,434	5.08
Trade names	44,456		(9,655		)	34,801		19.73
Non-competes	19,101		(10,314		)	8,787		3.06
Leasehold interests	12,480		(4,220		)	8,260		6.28
Favorable contracts	4,034		(3,607		)	427		1.50
Total definite-lived intangible assets	183,535		(62,826		)	120,709		9.23
Indefinite-lived intangible assets
Land rights(1)	1,478		—			1,478
Total purchased intangible assets	$	185,013	$	(62,826	)	$	122,187

(1) Land rights acquired in a prior year acquisition will be reclassified to property, plant, and equipment upon the division of certain shared properties and settlement of the associated deferred payment.

	As of December 31, 2017
	Gross		Accumulated Amortization			Net		Weighted Average Remaining Life (In Years)
Definite-lived intangible assets
Customer relationships	$	89,933	$	(28,092	)	$	61,841	5.47
Trade names	44,456		(8,120		)	36,336		19.87
Non-competes	16,875		(8,510		)	8,365		2.93
Leasehold interests	12,480		(3,378		)	9,102		6.66
Favorable contracts	4,034		(3,033		)	1,001		1.35
Total definite-lived intangible assets	167,778		(51,133		)	116,645		9.83
Indefinite-lived intangible assets
Land rights(1)	1,478		—			1,478
Total purchased intangible assets	$	169,256	$	(51,133	)	$	118,123

(1) Land rights acquired in a prior year acquisition will be reclassified to property, plant, and equipment upon the division of certain shared properties and settlement of the associated deferred payment.

Schedule of Estimated Remaining Amortization of Definite-Lived Intangible Assets

As of June 30, 2018, the estimated future aggregate amortization expense of definite-lived intangible assets from the 2018 and 2017 acquisitions was as follows (in thousands):

	Year Ending December 31,
2018 (remainder of the year)	$	1,946
2019	3,892
2020	3,875
2021	3,690
2022	3,735
Thereafter	4,965
Total	$	22,103

As of June 30, 2018, the estimated remaining amortization of our definite-lived intangible assets was as follows (in thousands):

	Year Ending December 31,
2018 (remainder of the year)	$	11,802
2019	22,193
2020	19,985
2021	18,376
2022	12,727
Thereafter	35,626
Total	$	120,709

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DEBT (Tables)

6 Months Ended

Jun. 30, 2018

Debt Disclosure [Abstract]

Schedule of Debt and Capital Leases

Our debt and capital leases were as follows (in thousands):

	June 30, 2018			December 31, 2017
6.375% senior unsecured notes due 2024 and unamortized premium(1)	$	609,174		$	609,949
Senior secured credit facility	60,400			9,000
Capital leases	62,632			53,324
Other financing	28,914			31,886
Debt issuance costs	(10,566		)	(10,823		)
Total debt	750,554			693,336
Less: current maturities	(28,753		)	(25,951		)
Long-term debt, net of current maturities	$	721,801		$	667,385

(1) The effective interest rates for these notes were 6.56% for both June 30, 2018 and December 31, 2017.

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FAIR VALUE DISCLOSURES (Tables)

6 Months Ended

Jun. 30, 2018

Fair Value Disclosures [Abstract]

Fair Value Hierarchy for Liabilities Measured at Fair Value on a Recurring Basis

The following tables present our fair value hierarchy for liabilities measured at fair value on a recurring basis as of June 30, 2018 and December 31, 2017 (in thousands):

	June 30, 2018
	Total		Level 1		Level 2		Level 3
Contingent consideration, including current portion (1)	$	59,371	$	—	$	—	$	59,371
	$	59,371	$	—	$	—	$	59,371

	December 31, 2017
	Total		Level 1		Level 2		Level 3
Contingent consideration, including current portion (1)	$	61,817	$	—	$	—	$	61,817
	$	61,817	$	—	$	—	$	61,817

(1) The current portion of contingent consideration is included in accrued liabilities 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.

Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques

The following tables present the valuation inputs for the fair value estimates for our three model types of acquisition-related contingent consideration arrangements. We estimate the fair value of acquisition-related contingent consideration arrangements using a Monte Carlo simulation model, an income approach or a discounted cash flow technique, as appropriate. These fair value measurements are based on significant inputs not observable in the market, and thus represent Level 3 inputs.

The fair value of the contingent consideration arrangements is sensitive to changes in the forecasts of earnings and/or the relevant operating metrics and changes in discount rates.  The fair value of the contingent consideration is reassessed quarterly based on assumptions used in our latest projections and input provided by practice leaders and management.  Any change in the fair value estimate is recorded in our consolidated statement of operations for that period.  The use of different estimates and assumptions could increase or decrease the estimated fair value of our contingent consideration liability, which would result in different impacts to our consolidated balance sheets and consolidated statements of operations.

	As of June 30, 2018
Valuation Inputs	Monte Carlo Simulation		Income Approach		Discounted Cash Flow Technique
Fair value (in millions)	$	33.4	$	24.7	$	1.3
Discount rate	10.50% - 11.50%		3.70% - 5.00%		6.03% - 15.75%
Payment cap (in millions)	$	37.3	$	27.0	$	1.4
Expected payment period remaining (in years)	2-4		1-5		1-5
Management projections of the payout criteria	EBITDA/Volumes		Permitted reserves/Volumes		Volumes

	As of December 31, 2017
Valuation Inputs	Monte Carlo Simulation		Income Approach		Discounted Cash Flow Technique
Fair value (in millions)	$	37.1	$	23.6	$	1.1
Discount rate	9.75% - 11.75%		3.70% - 5.00%		6.03% - 15.75%
Payment cap (in millions)	$	39.3	$	26.0	$	1.4
Expected payment period remaining (in years)	2-4		1-5		1-5
Management projections of the payout criteria	EBITDA/Volumes		Permitted reserves/Volumes		Volumes

Reconciliation of the Changes in Level 3 Fair Value Measurements

The following table provides a reconciliation of the changes in Level 3 fair value measurements from December 31, 2017 to June 30, 2018 (in thousands):

	Contingent Consideration
Balance at December 31, 2017	$	61,817
Acquisitions (1)	893
Change in contingent consideration valuation	(1,258		)
Payments of contingent consideration	(2,081		)
Balance at June 30, 2018	$	59,371

(1) Represents the fair value of the contingent consideration associated with the On Time acquisition as of the acquisition date.

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NET EARNINGS (LOSS) PER SHARE (Tables)

6 Months Ended

Jun. 30, 2018

Earnings Per Share [Abstract]

Reconciliation of Components of Basic and Diluted Earnings (Loss) Per Share

The following is a reconciliation of the components of the basic and diluted earnings (loss) per share calculations for the three and six months ended June 30, 2018 and 2017 (in thousands):

	Three Months Ended June 30,					Six Months Ended June 30,
	2018		2017 (1)			2018		2017
Numerator for basic and diluted earnings per share:
Income (loss) from continuing operations attributable to U.S. Concrete	$	16,265	$	(2,169	)	$	12,407	$	4,833
Loss from discontinued operations, net of taxes	—		(180		)	—		(302		)
Net income (loss) attributable to U.S. Concrete	$	16,265	$	(2,349	)	$	12,407	$	4,531
Denominator for diluted earnings per share:
Basic weighted average common shares outstanding	16,477		15,703			16,450		15,601
Restricted stock and restricted stock units	18		—			56		123
Warrants	—		—			—		791
Stock options	11		—			12		16
Diluted weighted average common shares outstanding	16,506		15,703			16,518		16,531

(1) We reported a loss from continuing operations attributable to U.S. Concrete for the three months ended June 30, 2017; therefore, the share count used in the basic and diluted earnings per share calculation was the same.

Schedule of Potentially Dilutive Shares Excluded From Diluted Earnings (Loss) Per Share Calculations

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 had not met their performance target:

	Three Months Ended June 30,		Six Months Ended June 30,
	2018	2017	2018	2017
Potentially dilutive shares:
Unvested restricted stock awards and restricted stock units	171	275	141	131
Stock options	—	19	—	—
Warrants	—	1,127	—	—
Total potentially dilutive shares	171	1,421	141	131

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SEGMENT INFORMATION (Tables)

6 Months Ended

Jun. 30, 2018

Segment Reporting [Abstract]

Schedule of Certain Financial Information Relating to Continuing Operations by Reportable Segment

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,
	2018			2017			2018			2017
Revenue:
Ready-mixed concrete
Sales to external customers	$	350,027		$	310,122		$	639,267		$	585,578
Aggregate products
Sales to external customers	35,065			12,036			59,791			21,333
Intersegment sales	13,449			10,730			22,884			19,257
Total aggregate products	48,514			22,766			82,675			40,590
Total reportable segment revenue	398,541			332,888			721,942			626,168
Other products and eliminations	5,659			8,038			10,045			13,891
Total revenue	$	404,200		$	340,926		$	731,987		$	640,059
Reportable Segment Adjusted EBITDA:
Ready-mixed concrete	$	51,795		$	49,646		$	92,762		$	91,150
Aggregate products	12,237			8,674			16,913			12,671
Total reportable segment Adjusted EBITDA	$	64,032		$	58,320		$	109,675		$	103,821
Reconciliation of Total Reportable Segment Adjusted EBITDA to Income (Loss) From Continuing Operations:
Total reportable segment Adjusted EBITDA	$	64,032		$	58,320		$	109,675		$	103,821
Other products and eliminations from operations	3,333			3,166			4,478			6,023
Corporate overhead	(14,622		)	(14,714		)	(30,092		)	(25,706		)
Depreciation, depletion and amortization for reportable segments	(20,877		)	(15,292		)	(40,036		)	(30,145		)
Acquisition-related costs	—			—			(1,017		)	—
Impairment of assets	(1,299		)	—			(1,299		)	—
Hurricane-related losses for reportable segments	492			—			185			—
Quarry dredge costs for specific event for reportable segment	(365		)	—			(556		)	—
Purchase accounting adjustments for inventory	—			—			(706		)	—
Interest expense, net	(11,514		)	(10,368		)	(22,823		)	(20,510		)
Corporate derivative loss	—			(15,766		)	—			(13,910		)
Change in value of contingent consideration for reportable segments	1,626			(720		)	1,258			(1,328		)
Corporate, other products and eliminations other income, net	(236		)	116			(661		)	201
Income from continuing operations before income taxes	20,570			4,742			18,406			18,446
Income tax expense	(4,292		)	(6,911		)	(5,944		)	(13,613		)
Income (loss) from continuing operations	$	16,278		$	(2,169	)	$	12,462		$	4,833

	Three Months Ended June 30,				Six Months Ended June 30,
	2018		2017		2018		2017
Capital Expenditures:
Ready-mixed concrete	$	6,948	$	6,216	$	13,466	$	12,323
Aggregate products	5,258		1,409		6,086		5,677
Other products and corporate	256		349		1,285		692
Total capital expenditures	$	12,462	$	7,974	$	20,837	$	18,692

	Three Months Ended June 30,				Six Months Ended June 30,
	2018		2017		2018		2017
Revenue by Product:
Ready-mixed concrete	$	350,027	$	310,122	$	639,267	$	585,578
Aggregate products	35,065		12,036		59,791		21,333
Aggregates distribution	6,249		7,500		10,370		12,953
Building materials	7,269		6,674		13,130		10,744
Lime	3,219		2,445		5,511		5,140
Hauling	1,593		1,260		2,705		2,601
Other	778		889		1,213		1,710
Total revenue	$	404,200	$	340,926	$	731,987	$	640,059

	As of June 30, 2018		As of December 31, 2017
Identifiable Property, Plant and Equipment Assets:
Ready-mixed concrete	$	292,897	$	266,584
Aggregate products	352,145		342,090		(1)
Other products and corporate	29,150		27,594		(1)
Total identifiable assets	$	674,192	$	636,268

(1) $27.5 million has been reclassified to aggregate products from other products and corporate due to the segment reporting change made during the three months ended June 30, 2018.

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SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Tables)

6 Months Ended

Jun. 30, 2018

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Condensed Consolidating Balance Sheet

CONDENSED CONSOLIDATING BALANCE SHEET

JUNE 30, 2018

(in thousands)

	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations and Reclassifications			U.S. Concrete Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	12,713	$	8,798	$	—		$	21,511
Trade accounts receivable, net	—		239,109		8,525		—			247,634
Inventories	—		41,496		7,288		—			48,784
Prepaid expenses	—		7,974		307		—			8,281
Other receivables	5,776		6,366		55		—			12,197
Other current assets	—		4,437		2,845		—			7,282
Intercompany receivables	14,394		—		—		(14,394		)	—
Total current assets	20,170		312,095		27,818		(14,394		)	345,689
Property, plant and equipment, net	—		457,426		216,766		—			674,192
Goodwill	—		156,637		60,679		—			217,316
Intangible assets, net	—		119,945		2,242		—			122,187
Deferred income taxes	—		—		677		(677		)	—
Investment in subsidiaries	571,615		—		—		(571,615		)	—
Long-term intercompany receivables	369,555		—		—		(369,555		)	—
Other assets	—		6,243		948		—			7,191
Total assets	$	961,340	$	1,052,346	$	309,130	$	(956,241	)	$	1,366,575
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	652	$	127,887	$	1,740	$	—		$	130,279
Accrued liabilities	4,589		73,719		7,620		—			85,928
Current maturities of long-term debt	—		28,169		584		—			28,753
Intercompany payables	—		—		14,394		(14,394		)	—
Total current liabilities	5,241		229,775		24,338		(14,394		)	244,960
Long-term debt, net of current maturities	659,008		62,303		490		—			721,801
Other long-term obligations and deferred credits	875		74,763		2,885		—			78,523
Deferred income taxes	—		4,170		—		(677		)	3,493
Long-term intercompany payables	—		249,217		120,338		(369,555		)	—
Total liabilities	665,124		620,228		148,051		(384,626		)	1,048,777
Total shareholders' equity	296,216		432,118		139,497		(571,615		)	296,216
Non-controlling interest	—		—		21,582		—			21,582
Total equity	296,216		432,118		161,079		(571,615		)	317,798
Total liabilities and equity	$	961,340	$	1,052,346	$	309,130	$	(956,241	)	$	1,366,575

CONDENSED CONSOLIDATING BALANCE SHEET

DECEMBER 31, 2017

(in thousands)

	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations and Reclassifications			U.S. Concrete Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	—	$	6,970	$	15,611	$	—		$	22,581
Trade accounts receivable, net	—		208,669		5,552		—			214,221
Inventories	—		41,006		7,079		—			48,085
Prepaid expenses	—		4,723		574		—			5,297
Other receivables	16,256		2,644		291		—			19,191
Other current assets	—		2,307		3		—			2,310
Intercompany receivables	14,628		—		—		(14,628		)	—
Total current assets	30,884		266,319		29,110		(14,628		)	311,685
Property, plant and equipment, net	—		416,888		219,380		—			636,268
Goodwill	—		142,221		62,510		—			204,731
Intangible assets, net	—		115,570		2,553		—			118,123
Deferred income taxes	—		—		674		(674		)	—
Investment in subsidiaries	544,256		—		—		(544,256		)	—
Long-term intercompany receivables	322,193		—		—		(322,193		)	—
Other assets	—		4,384		943		—			5,327
Total assets	$	897,333	$	945,382	$	315,170	$	(881,751	)	$	1,276,134
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	17	$	115,465	$	1,588	$	—		$	117,070
Accrued liabilities	6,703		53,097		5,620		—			65,420
Current maturities of long-term debt	—		25,284		667		—			25,951
Intercompany payables	—		—		14,628		(14,628		)	—
Total current liabilities	6,720		193,846		22,503		(14,628		)	208,441
Long-term debt, net of current maturities	608,127		58,545		713		—			667,385
Other long-term obligations and deferred credits	2,035		88,743		2,563		—			93,341
Deferred income taxes	—		5,499		—		(674		)	4,825
Long-term intercompany payables	—		195,282		126,911		(322,193		)	—
Total liabilities	616,882		541,915		152,690		(337,495		)	973,992
Total shareholders' equity	280,451		403,467		140,789		(544,256		)	280,451
Non-controlling interest	—		—		21,691		—			21,691
Total equity	280,451		403,467		162,480		(544,256		)	302,142
Total liabilities and equity	$	897,333	$	945,382	$	315,170	$	(881,751	)	$	1,276,134

Condensed Consolidating Statement of Operations

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2018

(in thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Reclassifications			U.S. Concrete Consolidated
Revenue	$	—		$	375,316		$	28,884		$	—		$	404,200
Cost of goods sold before depreciation, depletion and amortization	—			298,667			21,571			—			320,238
Selling, general and administrative expenses	—			30,494			1,381			—			31,875
Depreciation, depletion and amortization	—			18,491			3,651			—			22,142
Change in value of contingent consideration	46			(1,672		)	—			—			(1,626		)
Impairment of assets	—			1,299			—			—			1,299
Loss (gain) on sale of assets, net	—			(385		)	14			—			(371		)
Operating income (loss)	(46		)	28,422			2,267			—			30,643
Interest expense, net	10,058			910			546			—			11,514
Other expense (income), net	811			(1,531		)	(721		)	—			(1,441		)
Income (loss) before income taxes, equity in earnings of subsidiaries and non-controlling interest	(10,915		)	29,043			2,442			—			20,570
Income tax expense (benefit)	(3,093		)	7,335			50			—			4,292
Net income (loss) before equity in earnings of subsidiaries and non-controlling interest	(7,822		)	21,708			2,392			—			16,278
Equity in earnings of subsidiaries	24,087			—			—			(24,087		)	—
Net income (loss)	16,265			21,708			2,392			(24,087		)	16,278
Less: Net income attributable to non-controlling interest	—			—			(13		)	—			(13		)
Net income (loss) attributable to U.S. Concrete	$	16,265		$	21,708		$	2,379		$	(24,087	)	$	16,265

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 2017

(in thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations and Reclassifications			U.S. Concrete Consolidated
Revenue	$	—		$	335,468		$	5,458	$	—		$	340,926
Cost of goods sold before depreciation, depletion and amortization	—			259,733			3,841		—			263,574
Selling, general and administrative expenses	—			29,457			743		—			30,200
Depreciation, depletion and amortization	—			15,561			789		—			16,350
Change in value of contingent consideration	139			581			—		—			720
Gain on sale of assets, net	—			(198		)	—		—			(198		)
Operating income (loss)	(139		)	30,334			85		—			30,280
Interest expense, net	9,989			379			—		—			10,368
Derivative loss	15,766			—			—		—			15,766
Other expense (income), net	—			(622		)	26		—			(596		)
Income (loss) from continuing operations, before income taxes and equity in earnings of subsidiaries	(25,894		)	30,577			59		—			4,742
Income tax expense (benefit)	(3,702		)	10,610			3		—			6,911
Net income (loss) from continuing operations before equity in earnings of subsidiaries	(22,192		)	19,967			56		—			(2,169		)
Loss from discontinued operations, net of taxes and before equity in earnings of subsidiaries	—			(180		)	—		—			(180		)
Net income (loss) before equity in earnings of subsidiaries	(22,192		)	19,787			56		—			(2,349		)
Equity in earnings of subsidiaries	19,843			—			—		(19,843		)	—
Net income (loss)	$	(2,349	)	$	19,787		$	56	$	(19,843	)	$	(2,349	)

Condensed Consolidating Statement of Cash Flows

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 2018

(in thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Reclassifications			U.S. Concrete Consolidated
Revenue	$	—		$	684,145		$	47,842		$	—		$	731,987
Cost of goods sold before depreciation, depletion and amortization	—			549,283			38,187			—			587,470
Selling, general and administrative expenses	—			60,096			4,055			—			64,151
Depreciation, depletion and amortization	—			35,776			6,941			—			42,717
Change in value of contingent consideration	89			(1,347		)	—			—			(1,258		)
Impairment of assets	—			1,299			—			—			1,299
Loss (gain) on sale of assets, net	—			(575		)	14			—			(561		)
Operating income (loss)	(89		)	39,613			(1,355		)	—			38,169
Interest expense, net	19,827			1,801			1,195			—			22,823
Other expense (income), net	811			(2,535		)	(1,336		)	—			(3,060		)
Income (loss) before income taxes, equity in earnings of subsidiaries and non-controlling interest	(20,727		)	40,347			(1,214		)	—			18,406
Income tax expense (benefit)	(5,776		)	11,699			21			—			5,944
Net income (loss) before equity in earnings of subsidiaries and non-controlling interest	(14,951		)	28,648			(1,235		)	—			12,462
Equity in earnings of subsidiaries	27,358			—			—			(27,358		)	—
Net income (loss)	12,407			28,648			(1,235		)	(27,358		)	12,462
Less: Net income attributable to non-controlling interest	—			—			(55		)	—			(55		)
Net income (loss) attributable to U.S. Concrete	$	12,407		$	28,648		$	(1,290	)	$	(27,358	)	$	12,407

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 2017

(in thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations and Reclassifications			U.S. Concrete Consolidated
Revenue	$	—		$	629,491		$	10,568		$	—		$	640,059
Cost of goods sold before depreciation, depletion and amortization	—			491,024			8,309			—			499,333
Selling, general and administrative expenses	—			54,655			1,362			—			56,017
Depreciation, depletion and amortization	—			30,929			1,280			—			32,209
Change in value of contingent consideration	280			1,048			—			—			1,328
Loss (gain) on sale of assets, net	—			(392		)	2			—			(390		)
Operating income (loss)	(280		)	52,227			(385		)	—			51,562
Interest expense, net	19,688			822			—			—			20,510
Derivative loss	13,910			—			—			—			13,910
Other expense (income), net	—			(1,373		)	69			—			(1,304		)
Income (loss) from continuing operations, before income taxes and equity in earnings of subsidiaries	(33,878		)	52,778			(454		)	—			18,446
Income tax expense (benefit)	(7,467		)	21,097			(17		)	—			13,613
Net income (loss) from continuing operations before equity in earnings of subsidiaries	(26,411		)	31,681			(437		)	—			4,833
Loss from discontinued operations, net of taxes and before equity in earnings of subsidiaries	—			(302		)	—			—			(302		)
Net income (loss) before equity in earnings of subsidiaries	(26,411		)	31,379			(437		)	—			4,531
Equity in earnings of subsidiaries	30,942			—			—			(30,942		)	—
Net income (loss)	$	4,531		$	31,379		$	(437	)	$	(30,942	)	$	4,531

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

SIX MONTHS ENDEDJUNE 30, 2018

(in thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			U.S. Concrete Consolidated
Net cash provided by (used in) operating activities	$	(21,669	)	$	61,128		$	1,461		$	6,940		$	47,860
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment	—			(19,432		)	(1,405		)	—			(20,837		)
Payments for acquisitions, net of cash acquired	—			(61,111		)	—			—			(61,111		)
Proceeds from sale of property, plant and equipment	—			997			88			—			1,085
Proceeds from disposals of businesses	—			158			—			—			158
Insurance proceeds from property loss claims	—			1,634			500			—			2,134
Net cash used in investing activities	—			(77,754		)	(817		)	—			(78,571		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from revolver borrowings	228,613			—			—			—			228,613
Repayments of revolver borrowings	(177,213		)	—			—			—			(177,213		)
Proceeds from exercise of stock options	78			—			—			—			78
Payments of other long-term obligations	(2,215		)	(1,325		)	—			—			(3,540		)
Payments for other financing	—			(13,404		)	(305		)	—			(13,709		)
Other treasury share purchases	(1,869		)	—			—			—			(1,869		)
Cash paid to non-controlling interest	—			—			(249		)	—			(249		)
Other proceeds	—			464			—			—			464
Intercompany funding	(25,725		)	39,470			(6,805		)	(6,940		)	—
Net cash provided by (used in) financing activities	21,669			25,205			(7,359		)	(6,940		)	32,575
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS	—			—			(98		)	—			(98		)
NET INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH	—			8,579			(6,813		)	—			1,766
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	—			6,970			15,611			—			22,581
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	$	—		$	15,549		$	8,798		$	—		$	24,347

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

SIX MONTHS ENDEDJUNE 30, 2017

(in thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			U.S. Concrete Consolidated
Net cash provided by (used in) operating activities	$	20,700		$	61,704		$	2,072		$	(31,321	)	$	53,155
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment	—			(16,612		)	(2,080		)	—			(18,692		)
Payments for acquisitions, net of cash acquired	469			(33,305		)	—			—			(32,836		)
Proceeds from sale of property, plant and equipment	—			841			—			—			841
Proceeds from disposals of businesses	—			873			—			—			873
Investment in subsidiaries	(646		)	—			—			646			—
Net cash provided by (used in) investing activities	(177		)	(48,203		)	(2,080		)	646			(49,814		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of debt	211,500			—			—			—			211,500
Proceeds from exercise of stock options and warrants	494			—			—			—			494
Payments of other long-term obligations	(2,925		)	(1,611		)	—			—			(4,536		)
Payments for other financing	—			(8,778		)	—			—			(8,778		)
Debt issuance costs	(3,231		)	—			—			—			(3,231		)
Other treasury share purchases	(2,825		)	—			—			—			(2,825		)
Intercompany funding	(223,536		)	191,666			1,195			30,675			—
Net cash provided by (used in) financing activities	(20,523		)	181,277			1,195			30,675			192,624
NET INCREASE IN CASH AND CASH EQUIVALENTS	—			194,778			1,187			—			195,965
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	—			75,576			198			—			75,774
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	—		$	270,354		$	1,385		$	—		$	271,739

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RESTRICTED CASH (Tables)

6 Months Ended

Jun. 30, 2018

Restricted Cash [Abstract]

Schedule of Cash and Cash Equivalents

RESTRICTED CASH

The following table provides a reconciliation of cash and cash equivalents and restricted cash (in thousands) as reported within our condensed consolidated balance sheets to the same items as reported in our condensed consolidated statement of cash flows:

	June 30, 2018		December 31, 2017
Cash and cash equivalents	$	21,511	$	22,581
Restricted cash included in other current assets	2,836		—
Total cash and cash equivalents and restricted cash	$	24,347	$	22,581

Restrictions on cash and cash equivalents

The following table provides a reconciliation of cash and cash equivalents and restricted cash (in thousands) as reported within our condensed consolidated balance sheets to the same items as reported in our condensed consolidated statement of cash flows:

	June 30, 2018		December 31, 2017
Cash and cash equivalents	$	21,511	$	22,581
Restricted cash included in other current assets	2,836		—
Total cash and cash equivalents and restricted cash	$	24,347	$	22,581

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BUSINESS COMBINATIONS - 2018 Acquistions Narrative (Details) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Dec. 31, 2017 USD ($) processing_facility	Jun. 30, 2018 USD ($)	Jun. 30, 2017 USD ($)	Jun. 30, 2018 USD ($) processing_facility business	Jun. 30, 2017 USD ($)	Dec. 31, 2017 USD ($) processing_facility
Business Acquisition [Line Items]
Number of assets acquired | processing_facility	2
Consideration satisfied in cash						$ 298,400
Fair value contingent consideration	$ 24,000	$ 893	$ 0	$ 893	$ 0	$ 24,000
Business combination, acquisition related costs		0	0	$ 1,017	0
Atlantic Region and West Texas
Business Acquisition [Line Items]
Number of businesses acquired | business				3
Total aggregate consideration				$ 60,800
Consideration satisfied in cash				59,900
Fair value contingent consideration		900		$ 900
Number of assets acquired, mixer trucks				140		51
Number of assets acquired, ready-mix concrete plants | processing_facility				19		7
Number of aggregate distribution terminals				1		4
Business combination, acquisition related costs		$ 0	$ 500	$ 500	$ 700

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BUSINESS COMBINATIONS - 2018 Acquisitions Summary of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017	Jun. 30, 2017
Business Acquisition [Line Items]
Goodwill	$ 217,316	$ 204,731
Fair value contingent consideration	893	$ 24,000	$ 0
Atlantic Region and West Texas
Business Acquisition [Line Items]
Inventory	674
Other current assets	77
Property, plant and equipment	30,235
Definite-lived intangible assets	15,450
Total assets acquired	46,436
Total liabilities assumed	153
Goodwill	14,556
Total consideration (fair value)	60,839
Fair value contingent consideration	$ 900

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BUSINESS COMBINATIONS - 2017 Acquisitions (Narrative) (Details) $ in Thousands, T in Millions	1 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended
	Dec. 31, 2017 USD ($) a processing_facility business	Jun. 30, 2018 USD ($)	Jun. 30, 2017 USD ($)	Jun. 30, 2018 USD ($) processing_facility business	Jun. 30, 2017 USD ($)	Dec. 31, 2017 USD ($) a processing_facility business T
Business Acquisition [Line Items]
Number of assets acquired | processing_facility	2
Consideration satisfied in cash						$ 298,400
Payments deferred						$ 5,500
Payments deferred, term of deferral						4 years
Payment cap	$ 24,000	$ 893	$ 0	$ 893	$ 0	$ 24,000
Area of Land | a	409					409
Proven Reserves Acquired | T						130
Business combination, acquisition related costs		0	0	$ 1,017	0
Atlantic Region And Northern California
Business Acquisition [Line Items]
Number of operations acquired | business						8
Total consideration						$ 327,900
Atlantic Region and West Texas
Business Acquisition [Line Items]
Number of operations acquired | business				3
Total consideration				$ 60,800
Consideration satisfied in cash				59,900
Payment cap		900		$ 900
Number of aggregate distribution terminals				1		4
Business combination, acquisition related costs		$ 0	$ 500	$ 500	$ 700
Number of assets acquired, mixer trucks				140		51
Number of assets acquired, ready-mix concrete plants | processing_facility				19		7
Other
Business Acquisition [Line Items]
Number of operations acquired | business	3
Number of assets acquired | processing_facility	2
Eliminations and Reclassifications | Polaris
Business Acquisition [Line Items]
Notes receivable, related parties	$ 18,100					$ 18,100

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BUSINESS COMBINATIONS - 2017 Acquisitions Summary of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Business Acquisition [Line Items]
Goodwill	$ 217,316	$ 204,731
Contingent consideration, including current portion	59,371	61,817
Polaris
Business Acquisition [Line Items]
Cash		20,678
Accounts receivable		4,561
Inventory		6,022
Other current assets		1,522
Property, plant and equipment		199,316
Other long-term assets		896
Definite-lived intangible assets		0
Total assets acquired		232,995
Current liabilities		26,465
Other long-term liabilities		2,999
Total liabilities assumed		29,464
Non-controlling interest		21,442
Goodwill		60,679
Total consideration (fair value)		242,768
Acquired receivable fair value		4,600
Acquired receivable, gross contractual amount		4,900
2017 Acquisitions Excluding Polaris
Business Acquisition [Line Items]
Cash		0
Accounts receivable		1,110
Inventory		695
Other current assets		48
Property, plant and equipment		63,221
Other long-term assets		0
Definite-lived intangible assets		8,331
Total assets acquired		73,405
Current liabilities		1,081
Other long-term liabilities		62
Total liabilities assumed		1,143
Non-controlling interest		0
Goodwill		12,837
Total consideration (fair value)		85,099
Contingent consideration, including current portion		29,500
Eliminations and Reclassifications
Business Acquisition [Line Items]
Goodwill	$ 0	0
Eliminations and Reclassifications | Polaris
Business Acquisition [Line Items]
Current liabilities		$ 14,200

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BUSINESS COMBINATIONS - Acquired Intangibles Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Business Acquisition [Line Items]
Amortization expense	$ 6.2	$ 5.1	$ 11.6	$ 10.3
Acquisitions 2018 and 2017
Business Acquisition [Line Items]
Amortization expense	$ 1.1		$ 1.4

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BUSINESS COMBINATIONS - Schedule of Major Classes of Intangible Assets Acquired (Details) - Acquisitions 2018 and 2017 $ in Thousands	6 Months Ended
	Jun. 30, 2018 USD ($)
Business Acquisition [Line Items]
Fair Value At Acquisition Date	$ 23,781
Customer relationships
Business Acquisition [Line Items]
Weighted Average Amortization Period (In Years)	6 years 10 months 10 days
Fair Value At Acquisition Date	$ 21,171
Non-compete agreements
Business Acquisition [Line Items]
Weighted Average Amortization Period (In Years)	5 years
Fair Value At Acquisition Date	$ 2,226
Favorable contract
Business Acquisition [Line Items]
Weighted Average Amortization Period (In Years)	3 years 8 months 1 day
Fair Value At Acquisition Date	$ 384

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BUSINESS COMBINATIONS - Schedule of Estimated Future Aggregate Amortization Expense of Definite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Year Ending December 31,
2018 (remainder of the year)	$ 11,802
2019	22,193
2020	19,985
2021	18,376
2022	12,727
Thereafter	35,626
Total	120,709	$ 116,645
Acquisitions 2018 and 2017
Year Ending December 31,
2018 (remainder of the year)	1,946
2019	3,892
2020	3,875
2021	3,690
2022	3,735
Thereafter	4,965
Total	$ 22,103

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BUSINESS COMBINATIONS - Actual and Pro Forma Impact of Acquisitions (Narrative) (Details) - Acquisitions 2018 and 2017 - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Business Acquisition [Line Items]
Revenue	$ 46.9	$ 0.5	$ 77.2	$ 0.5
Operating income (loss)	$ 6.2	$ 0.5	$ 6.1	$ 0.5

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BUSINESS COMBINATIONS - Schedule of Unaudited Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Business Combinations [Abstract]
Revenue from continuing operations	$ 404,200	$ 378,692	$ 746,725	$ 720,709
Net income (loss) attributable to U.S. Concrete	$ 16,440	$ (2,117)	$ 13,794	$ 5,232
Net income per share, basic (in dollars per share)	$ 1.00	$ (0.13)	$ 0.84	$ 0.34
Net income per share, diluted (in dollars per share)	$ 1.00	$ (0.13)	$ 0.84	$ 0.32

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BUSINESS COMBINATIONS - Schedule of Adjustments Reflected in Pro Forma Net Income (Loss) and Net Income (Loss) Per Share Amounts (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Increase in intangible amortization expense	$ (6,200)	$ (5,100)	$ (11,600)	$ (10,300)
Decrease (increase) in income tax expense	(4,292)	(6,911)	(5,944)	(13,613)
Acquisition-related Costs
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Increase in intangible amortization expense	0	(902)	(523)	(1,804)
Increase in depreciation expense	0	(3,325)	0	(4,500)
Exclusion of buyer transaction costs	159	413	851	644
Exclusion of seller transaction costs	0	0	0	3,224
Increase in expenses related to conversions from IFRS(1) to U.S. GAAP	0	(44)	0	(113)
Decrease (increase) in income tax expense	16	(923)	(474)	(1,416)
Increase in non-controlling loss	0	$ (143)	0	$ (280)
Acquisitions 2018 and 2017
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items]
Increase in intangible amortization expense	$ (1,100)		$ (1,400)

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INVENTORIES (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Inventory Disclosure [Abstract]
Raw materials	$ 44,288	$ 44,238
Building materials for resale	2,998	2,192
Other	1,498	1,655
Total inventories	$ 48,784	$ 48,085

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GOODWILL AND OTHER INTANGIBLES - Schedule of Changes in Goodwill by Reportable Segment (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Goodwill
Goodwill, gross	$ 210,484
2018 acquisitions (1)	14,556
Measurement period adjustments for prior year business combinations	(1,971)
Goodwill, gross at June 30, 2018	223,069
Accumulated impairment at December 31, 2017 and June 30, 2018	(5,753)
Goodwill, net at June 30, 2018	217,316	$ 204,731
Business combination, consideration transferred, working capital adjustments	(700)
Goodwill, reclassifications	9,600
Acquisitions 2017
Goodwill [Line Items]
Busines Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Definite-lived Intangible Assets	2,300
Goodwill
Purchase accounting adjustments, property, plant and equipment	2,700
Definite-lived intangible asset included in measurement period adjustments	300
Ready-Mixed Concrete Segment
Goodwill
Goodwill, gross	139,834
2018 acquisitions (1)	13,697
Measurement period adjustments for prior year business combinations	(340)
Goodwill, gross at June 30, 2018	153,191
Accumulated impairment at December 31, 2017 and June 30, 2018	(4,414)
Goodwill, net at June 30, 2018	148,777
Aggregate Products Segment
Goodwill
Goodwill, gross	57,438
2018 acquisitions (1)	0
Measurement period adjustments for prior year business combinations	6,911
Goodwill, gross at June 30, 2018	64,349
Accumulated impairment at December 31, 2017 and June 30, 2018	(1,339)
Goodwill, net at June 30, 2018	63,010
Other Non-Reportable Segments
Goodwill
Goodwill, gross	13,212
2018 acquisitions (1)	859
Measurement period adjustments for prior year business combinations	(8,542)
Goodwill, gross at June 30, 2018	5,529
Accumulated impairment at December 31, 2017 and June 30, 2018	0
Goodwill, net at June 30, 2018	$ 5,529

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GOODWILL AND OTHER INTANGIBLES - Schedule of Purchased Intangible Assets (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Acquired Finite-Lived Intangible Assets [Line Items]
Gross	$ 183,535	$ 167,778
Accumulated Amortization	(62,826)	(51,133)
Total	$ 120,709	$ 116,645
Weighted Average Remaining Life	9 years 2 months 23 days	9 years 9 months 29 days
Total purchased intangible assets, Gross	$ 185,013	$ 169,256
Total purchased intangible assets, Accumulated Amortization	(62,826)	(51,133)
Total purchased intangible assets, Net	122,187	118,123
Land rights
Acquired Indefinite-lived Intangible Assets [Line Items]
Indefinite-lived intangible assets	1,478	1,478
Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Gross	103,464	89,933
Accumulated Amortization	(35,030)	(28,092)
Total	$ 68,434	$ 61,841
Weighted Average Remaining Life	5 years 29 days	5 years 5 months 19 days
Total purchased intangible assets, Accumulated Amortization	$ (35,030)	$ (28,092)
Trade names
Acquired Finite-Lived Intangible Assets [Line Items]
Gross	44,456	44,456
Accumulated Amortization	(9,655)	(8,120)
Total	$ 34,801	$ 36,336
Weighted Average Remaining Life	19 years 8 months 23 days	19 years 10 months 13 days
Total purchased intangible assets, Accumulated Amortization	$ (9,655)	$ (8,120)
Non-competes
Acquired Finite-Lived Intangible Assets [Line Items]
Gross	19,101	16,875
Accumulated Amortization	(10,314)	(8,510)
Total	$ 8,787	$ 8,365
Weighted Average Remaining Life	3 years 22 days	2 years 11 months 5 days
Total purchased intangible assets, Accumulated Amortization	$ (10,314)	$ (8,510)
Leasehold interests
Acquired Finite-Lived Intangible Assets [Line Items]
Gross	12,480	12,480
Accumulated Amortization	(4,220)	(3,378)
Total	$ 8,260	$ 9,102
Weighted Average Remaining Life	6 years 3 months 11 days	6 years 7 months 28 days
Total purchased intangible assets, Accumulated Amortization	$ (4,220)	$ (3,378)
Favorable contracts
Acquired Finite-Lived Intangible Assets [Line Items]
Gross	4,034	4,034
Accumulated Amortization	(3,607)	(3,033)
Total	$ 427	$ 1,001
Weighted Average Remaining Life	1 year 6 months	1 year 4 months 6 days
Total purchased intangible assets, Accumulated Amortization	$ (3,607)	$ (3,033)

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GOODWILL AND OTHER INTANGIBLES - Schedule of Estimated Remaining Amortization of Definite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
2018 (remainder of the year)	$ 11,802
2019	22,193
2020	19,985
2021	18,376
2022	12,727
Thereafter	35,626
Total	$ 120,709	$ 116,645

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GOODWILL AND OTHER INTANGIBLES - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Acquired Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 6.2	$ 5.1	$ 11.6	$ 10.3
Unfavorable lease intangibles
Acquired Finite-Lived Intangible Assets [Line Items]
Unfavorable lease intangible, gross carrying amount	1.5		1.5		$ 1.5
Unfavorable lease intangible, net carrying amount	$ 0.9		$ 0.9		$ 1.0
Weighted average remaining life			4 years 7 months 10 days

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DEBT - Schedule of Debt and Capital Leases (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Debt Instrument [Line Items]
Capital leases	$ 62,632	$ 53,324
Debt issuance costs	(10,566)	(10,823)
Total debt	750,554	693,336
Less: current maturities	(28,753)	(25,951)
Long-term debt, net of current maturities	721,801	667,385
Unsecured notes | Senior unsecured notes due 2024 and unamortized premium
Debt Instrument [Line Items]
Long-term debt	$ 609,174	$ 609,949
Stated interest rate	6.375%
Effective interest rate (as a percent)	6.56%	6.56%
Senior secured credit facility
Debt Instrument [Line Items]
Long-term debt	$ 60,400	$ 9,000
Other financing
Debt Instrument [Line Items]
Long-term debt	$ 28,914	$ 31,886

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DEBT - Senior Secured Credit Facility (Narrative) (Details) $ in Millions	6 Months Ended
	Jun. 30, 2018 USD ($)
Senior Secured Credit Facility
Line of Credit Facility [Line Items]
Weighted average interest rate	3.53%
Line of Credit | Third Loan Agreement | Letter of Credit
Line of Credit Facility [Line Items]
Undrawn standby letters of credit	$ 17.5
Line of Credit | Third Loan Agreement | Revolving Credit Facility
Line of Credit Facility [Line Items]
Maximum availability under the Revolving Facility	$ 173.6
Fixed charge coverage ratio, minimum required	100.00%
Fixed charge coverage ratio, measurement period	12 months

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FAIR VALUE DISCLOSURES - Fair Value Hierarchy for Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Derivative [Line Items]
Contingent consideration, including current portion	$ 59,371	$ 61,817
Liabilities, fair value	59,371	61,817
Level 1
Derivative [Line Items]
Contingent consideration, including current portion	0	0
Liabilities, fair value	0	0
Level 2
Derivative [Line Items]
Contingent consideration, including current portion	0	0
Liabilities, fair value	0	0
Level 3
Derivative [Line Items]
Contingent consideration, including current portion	59,371	61,817
Liabilities, fair value	$ 59,371	$ 61,817

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FAIR VALUE DISCLOSURES - Summary Of Assumptions Used In Calculating Fair Value (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2018	Dec. 31, 2017	Jun. 30, 2017
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value	$ 59,371	$ 61,817
Payment cap	893	24,000	$ 0
Monte Carlo Simulation
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value	33,400	37,100
Payment cap	37,300	39,300
Income Approach
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value	24,700	23,600
Payment cap	27,000	26,000
Discounted Cash Flow Technique
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value	1,300	1,100
Payment cap	$ 1,400	$ 1,400
Minimum | Monte Carlo Simulation
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Discount rate	10.50%	9.75%
Expected payment period remaining (in years)	2 years	2 years
Minimum | Income Approach
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Discount rate	3.70%	3.70%
Expected payment period remaining (in years)	1 year	1 year
Minimum | Discounted Cash Flow Technique
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Discount rate	6.03%	6.03%
Expected payment period remaining (in years)	1 year	1 year
Maximum | Monte Carlo Simulation
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Discount rate	11.50%	11.75%
Expected payment period remaining (in years)	4 years	4 years
Maximum | Income Approach
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Discount rate	5.00%	5.00%
Expected payment period remaining (in years)	5 years	5 years
Maximum | Discounted Cash Flow Technique
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Discount rate	15.75%	15.75%
Expected payment period remaining (in years)	5 years	5 years

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FAIR VALUE DISCLOSURES - Reconciliation of the Changes in Level 3 Fair Value Measurements (Details) - Contingent Consideration $ in Thousands	6 Months Ended
	Jun. 30, 2018 USD ($)
Contingent Consideration
Balance at December 31, 2017	$ 61,817
Acquisitions	893
Change in contingent consideration valuation	(1,258)
Payments of contingent consideration	(2,081)
Balance at June 30, 2018	$ 59,371

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FAIR VALUE DISCLOSURES - Narrative (Details) - Unsecured notes - Senior Unsecured Notes $ in Millions	Jun. 30, 2018 USD ($)
Debt Instrument [Line Items]
Stated interest rate	6.375%
Fair value of long-term debt	$ 601.5

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INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Income Tax Disclosure [Abstract]
Income tax expense allocated to continuing operations	$ 4,292	$ 6,911	$ 5,944	$ 13,613
Effective income tax rate reconciliation, percent			32.30%	73.80%
Deferred income taxes	$ 1,300
Derivative loss, noncash		$ 13,900		$ 13,900
Unrecognized tax benefits			$ 200	$ 5,700

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NET EARNINGS (LOSS) PER SHARE - Reconciliation of Components of Basic and Diluted Earnings (Loss) Per Share (Details) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Numerator for basic and diluted earnings per share:
Income (loss) from continuing operations attributable to U.S. Concrete	$ 16,265	$ (2,169)	$ 12,407	$ 4,833
Loss from discontinued operations, net of taxes	0	(180)	0	(302)
Net income (loss) attributable to U.S. Concrete	$ 16,265	$ (2,349)	$ 12,407	$ 4,531
Denominator for diluted earnings per share:
Basic weighted average common shares outstanding (in shares)	16,477	15,703	16,450	15,601
Restricted stock awards and restricted stock units (in shares)	18	0	56	123
Warrants (in shares)	0	0	0	791
Stock options (in shares)	11	0	12	16
Denominator for diluted earnings per share (in shares)	16,506	15,703	16,518	16,531

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NET EARNINGS (LOSS) PER SHARE - Schedule of Potentially Dilutive Shares Excluded From Diluted Earnings (Loss) Per Share Calculations (Details) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares (in shares)	171	1,421	141	131
Unvested restricted stock awards and restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares (in shares)	171	275	141	131
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares (in shares)	0	19	0	0
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares (in shares)	0	1,127	0	0

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COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	Apr. 05, 2018	Jun. 30, 2018	Dec. 31, 2017
Loss Contingencies [Line Items]
Contingent liability for performance	$ 300,000
Eagle Rock Materials Ltd., Interest Charges
Loss Contingencies [Line Items]
Contingent liability for performance		$ 400,000
Eagle Rock Materials Ltd., Royalties And Interest
Loss Contingencies [Line Items]
Contingent liability for performance		2,200,000
Insurance programs
Loss Contingencies [Line Items]
Amount accrued for estimated losses		20,200,000	$ 19,200,000
Performance bonds
Loss Contingencies [Line Items]
Contingent liability for performance		$ 35,000,000
Minimum
Loss Contingencies [Line Items]
Loss contingency, damages sought, value	2,500
Maximum
Loss Contingencies [Line Items]
Loss contingency, damages sought, value	$ 25,000

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SEGMENT INFORMATION - Reconciliation of Total Reportable Segment Adjusted EBITDA to Income (Loss) From Continuing Operations (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018 USD ($)	Jun. 30, 2017 USD ($)	Jun. 30, 2018 USD ($) reporting_segment	Jun. 30, 2017 USD ($)
Segment Reporting [Abstract]
Number of reportable segments | reporting_segment			2
Segment Reporting Information [Line Items]
Revenue	$ 404,200	$ 340,926	$ 731,987	$ 640,059
Revenue:
Total revenue	404,200	340,926	731,987	640,059
Reconciliation of Total Reportable Segment Adjusted EBITDA to Income (Loss) From Continuing Operations:
Operating income	30,643	30,280	38,169	51,562
Depreciation, depletion and amortization for reportable segments	(22,142)	(16,350)	(42,717)	(32,209)
Business Combination, Acquisition Related Costs	0	0	(1,017)	0
Impairment of assets	(1,299)	0	(1,299)	0
Purchase accounting adjustments for inventory	0	0	(706)	0
Interest expense, net	(11,514)	(10,368)	(22,823)	(20,510)
Corporate derivative loss	0	(15,766)	0	(13,910)
Corporate, other products and eliminations other income, net	1,441	596	3,060	1,304
Income from continuing operations before income taxes	20,570	4,742	18,406	18,446
Income tax expense	(4,292)	(6,911)	(5,944)	(13,613)
Income (Loss) from Continuing Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest	16,278	(2,169)	12,462	4,833
Capital Expenditures:
Total capital expenditures	12,462	7,974	20,837	18,692
Reportable segment
Segment Reporting Information [Line Items]
Revenue	398,541	332,888	721,942	626,168
Reportable Segment Adjusted EBITDA:
Total reportable segment Adjusted EBITDA	64,032	58,320	109,675	103,821
Reconciliation of Total Reportable Segment Adjusted EBITDA to Income (Loss) From Continuing Operations:
Total reportable segment Adjusted EBITDA	64,032	58,320	109,675	103,821
Depreciation, depletion and amortization for reportable segments	(20,877)	(15,292)	(40,036)	(30,145)
Interest expense, net	(11,514)	(10,368)	(22,823)	(20,510)
Change in value of contingent consideration for reportable segments	1,626	(720)	1,258	(1,328)
Reportable segment | Ready-mixed concrete
Segment Reporting Information [Line Items]
Revenue	350,027	310,122	639,267	585,578
Reportable Segment Adjusted EBITDA:
Total reportable segment Adjusted EBITDA	51,795	49,646	92,762	91,150
Reconciliation of Total Reportable Segment Adjusted EBITDA to Income (Loss) From Continuing Operations:
Total reportable segment Adjusted EBITDA	51,795	49,646	92,762	91,150
Capital Expenditures:
Total capital expenditures	6,948	6,216	13,466	12,323
Reportable segment | Aggregate products
Segment Reporting Information [Line Items]
Revenue	48,514	22,766	82,675	40,590
Reportable Segment Adjusted EBITDA:
Total reportable segment Adjusted EBITDA	12,237	8,674	16,913	12,671
Reconciliation of Total Reportable Segment Adjusted EBITDA to Income (Loss) From Continuing Operations:
Total reportable segment Adjusted EBITDA	12,237	8,674	16,913	12,671
Capital Expenditures:
Total capital expenditures	5,258	1,409	6,086	5,677
Reportable segment | Aggregate products
Segment Reporting Information [Line Items]
Revenue	35,065	12,036	59,791	21,333
Intersegment sales
Segment Reporting Information [Line Items]
Revenue	13,449	10,730	22,884	19,257
Other products and eliminations
Segment Reporting Information [Line Items]
Revenue	5,659	8,038	10,045	13,891
Reconciliation of Total Reportable Segment Adjusted EBITDA to Income (Loss) From Continuing Operations:
Operating income	3,333	3,166	4,478	6,023
Corporate, other products and eliminations other income, net	(236)	116	(661)	201
Capital Expenditures:
Total capital expenditures	256	349	1,285	692
Corporate overhead
Reconciliation of Total Reportable Segment Adjusted EBITDA to Income (Loss) From Continuing Operations:
Corporate overhead	(14,622)	(14,714)	(30,092)	(25,706)
Corporate derivative loss	0	(15,766)	0	(13,910)
Hurricane-related losses for reportable segments | Reportable segment
Reconciliation of Total Reportable Segment Adjusted EBITDA to Income (Loss) From Continuing Operations:
Unusual or infrequent items	(492)	0	(185)	0
Quarry dredge costs for specific event for reportable segment | Reportable segment
Reconciliation of Total Reportable Segment Adjusted EBITDA to Income (Loss) From Continuing Operations:
Unusual or infrequent items	$ (365)	$ 0	$ (556)	$ 0

XML

SEGMENT INFORMATION - Revenue by Product (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Segment Reporting Information [Line Items]
Total revenue	$ 404,200	$ 340,926	$ 731,987	$ 640,059
Ready-mixed concrete
Segment Reporting Information [Line Items]
Total revenue	350,027	310,122	639,267	585,578
Aggregate products
Segment Reporting Information [Line Items]
Total revenue	35,065	12,036	59,791	21,333
Aggregates distribution
Segment Reporting Information [Line Items]
Total revenue	6,249	7,500	10,370	12,953
Building materials
Segment Reporting Information [Line Items]
Total revenue	7,269	6,674	13,130	10,744
Lime
Segment Reporting Information [Line Items]
Total revenue	3,219	2,445	5,511	5,140
Hauling
Segment Reporting Information [Line Items]
Total revenue	1,593	1,260	2,705	2,601
Other
Segment Reporting Information [Line Items]
Total revenue	$ 778	$ 889	$ 1,213	$ 1,710

XML

SEGMENT INFORMATION - Identifiable Property, Plant And Equipment Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Segment Reporting Information [Line Items]
Total identifiable assets	$ 674,192	$ 636,268
Reclassified property, plant and equipment, net	27,500
Reportable segment | Ready-mixed concrete
Segment Reporting Information [Line Items]
Total identifiable assets	292,897	266,584
Reportable segment | Aggregate products
Segment Reporting Information [Line Items]
Total identifiable assets	352,145	342,090
Other products and corporate
Segment Reporting Information [Line Items]
Total identifiable assets	$ 29,150	$ 27,594

XML

SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Condensed Consolidating Balance Sheet (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017	Jun. 30, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 21,511	$ 22,581	$ 271,739	$ 75,774
Trade accounts receivable, net of allowances of $5,399 as of June 30, 2018 and $5,785 as of December 31, 2017	247,634	214,221
Inventories	48,784	48,085
Prepaid expenses	8,281	5,297
Other receivables	12,197	19,191
Other current assets	7,282	2,310
Intercompany receivables	0	0
Total current assets	345,689	311,685
Property, plant and equipment, net of accumulated depreciation, depletion and amortization of $205,249 as of June 30, 2018 and $178,168 as of December 31, 2017	674,192	636,268
Goodwill	217,316	204,731
Intangible assets, net	122,187	118,123
Deferred income taxes	0	0
Investment in subsidiaries	0	0
Long-term intercompany receivables	0	0
Other assets	7,191	5,327
Total assets	1,366,575	1,276,134
Current liabilities:
Accounts payable	130,279	117,070
Accrued liabilities	85,928	65,420
Current maturities of long-term debt	28,753	25,951
Intercompany payables	0	0
Total current liabilities	244,960	208,441
Long-term debt, net of current maturities	721,801	667,385
Other long-term obligations and deferred credits	78,523	93,341
Deferred income taxes	3,493	4,825
Long-term intercompany payables	0	0
Total liabilities	1,048,777	973,992
Total shareholders' equity	296,216	280,451
Non-controlling interest	21,582	21,691
Total equity	317,798	302,142
Total liabilities and equity	1,366,575	1,276,134
Reportable Legal Entities | Parent
Current assets:
Cash and cash equivalents	0	0	0	0
Trade accounts receivable, net of allowances of $5,399 as of June 30, 2018 and $5,785 as of December 31, 2017	0	0
Inventories	0	0
Prepaid expenses	0	0
Other receivables	5,776	16,256
Other current assets	0	0
Intercompany receivables	14,394	14,628
Total current assets	20,170	30,884
Property, plant and equipment, net of accumulated depreciation, depletion and amortization of $205,249 as of June 30, 2018 and $178,168 as of December 31, 2017	0	0
Goodwill	0	0
Intangible assets, net	0	0
Deferred income taxes	0	0
Investment in subsidiaries	571,615	544,256
Long-term intercompany receivables	369,555	322,193
Other assets	0	0
Total assets	961,340	897,333
Current liabilities:
Accounts payable	652	17
Accrued liabilities	4,589	6,703
Current maturities of long-term debt	0	0
Intercompany payables	0	0
Total current liabilities	5,241	6,720
Long-term debt, net of current maturities	659,008	608,127
Other long-term obligations and deferred credits	875	2,035
Deferred income taxes	0	0
Long-term intercompany payables	0	0
Total liabilities	665,124	616,882
Total shareholders' equity	296,216	280,451
Non-controlling interest	0	0
Total equity	296,216	280,451
Total liabilities and equity	961,340	897,333
Reportable Legal Entities | Guarantor Subsidiaries
Current assets:
Cash and cash equivalents	12,713	6,970	270,354	75,576
Trade accounts receivable, net of allowances of $5,399 as of June 30, 2018 and $5,785 as of December 31, 2017	239,109	208,669
Inventories	41,496	41,006
Prepaid expenses	7,974	4,723
Other receivables	6,366	2,644
Other current assets	4,437	2,307
Intercompany receivables	0	0
Total current assets	312,095	266,319
Property, plant and equipment, net of accumulated depreciation, depletion and amortization of $205,249 as of June 30, 2018 and $178,168 as of December 31, 2017	457,426	416,888
Goodwill	156,637	142,221
Intangible assets, net	119,945	115,570
Deferred income taxes	0	0
Investment in subsidiaries	0	0
Long-term intercompany receivables	0	0
Other assets	6,243	4,384
Total assets	1,052,346	945,382
Current liabilities:
Accounts payable	127,887	115,465
Accrued liabilities	73,719	53,097
Current maturities of long-term debt	28,169	25,284
Intercompany payables	0	0
Total current liabilities	229,775	193,846
Long-term debt, net of current maturities	62,303	58,545
Other long-term obligations and deferred credits	74,763	88,743
Deferred income taxes	4,170	5,499
Long-term intercompany payables	249,217	195,282
Total liabilities	620,228	541,915
Total shareholders' equity	432,118	403,467
Non-controlling interest	0	0
Total equity	432,118	403,467
Total liabilities and equity	1,052,346	945,382
Reportable Legal Entities | Non-Guarantor Subsidiaries
Current assets:
Cash and cash equivalents	8,798	15,611	1,385	198
Trade accounts receivable, net of allowances of $5,399 as of June 30, 2018 and $5,785 as of December 31, 2017	8,525	5,552
Inventories	7,288	7,079
Prepaid expenses	307	574
Other receivables	55	291
Other current assets	2,845	3
Intercompany receivables	0	0
Total current assets	27,818	29,110
Property, plant and equipment, net of accumulated depreciation, depletion and amortization of $205,249 as of June 30, 2018 and $178,168 as of December 31, 2017	216,766	219,380
Goodwill	60,679	62,510
Intangible assets, net	2,242	2,553
Deferred income taxes	677	674
Investment in subsidiaries	0	0
Long-term intercompany receivables	0	0
Other assets	948	943
Total assets	309,130	315,170
Current liabilities:
Accounts payable	1,740	1,588
Accrued liabilities	7,620	5,620
Current maturities of long-term debt	584	667
Intercompany payables	14,394	14,628
Total current liabilities	24,338	22,503
Long-term debt, net of current maturities	490	713
Other long-term obligations and deferred credits	2,885	2,563
Deferred income taxes	0	0
Long-term intercompany payables	120,338	126,911
Total liabilities	148,051	152,690
Total shareholders' equity	139,497	140,789
Non-controlling interest	21,582	21,691
Total equity	161,079	162,480
Total liabilities and equity	309,130	315,170
Eliminations and Reclassifications
Current assets:
Cash and cash equivalents	0	0	$ 0	$ 0
Trade accounts receivable, net of allowances of $5,399 as of June 30, 2018 and $5,785 as of December 31, 2017	0	0
Inventories	0	0
Prepaid expenses	0	0
Other receivables	0	0
Other current assets	0	0
Intercompany receivables	(14,394)	(14,628)
Total current assets	(14,394)	(14,628)
Property, plant and equipment, net of accumulated depreciation, depletion and amortization of $205,249 as of June 30, 2018 and $178,168 as of December 31, 2017	0	0
Goodwill	0	0
Intangible assets, net	0	0
Deferred income taxes	(677)	(674)
Investment in subsidiaries	(571,615)	(544,256)
Long-term intercompany receivables	(369,555)	(322,193)
Other assets	0	0
Total assets	(956,241)	(881,751)
Current liabilities:
Accounts payable	0	0
Accrued liabilities	0	0
Current maturities of long-term debt	0	0
Intercompany payables	(14,394)	(14,628)
Total current liabilities	(14,394)	(14,628)
Long-term debt, net of current maturities	0	0
Other long-term obligations and deferred credits	0	0
Deferred income taxes	(677)	(674)
Long-term intercompany payables	(369,555)	(322,193)
Total liabilities	(384,626)	(337,495)
Total shareholders' equity	(571,615)	(544,256)
Non-controlling interest	0	0
Total equity	(571,615)	(544,256)
Total liabilities and equity	$ (956,241)	$ (881,751)

XML

SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Condensed Consolidating Statement of Operations (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Condensed Income Statements, Captions [Line Items]
Revenue	$ 404,200,000	$ 340,926,000	$ 731,987,000	$ 640,059,000
Cost of goods sold before depreciation, depletion and amortization	320,238,000	263,574,000	587,470,000	499,333,000
Selling, general and administrative expenses	31,875,000	30,200,000	64,151,000	56,017,000
Depreciation, depletion and amortization	22,142,000	16,350,000	42,717,000	32,209,000
Change in value of contingent consideration	(1,626,000)	720,000	(1,258,000)	1,328,000
Impairment of assets	1,299,000	0	1,299,000	0
Gain on sale of assets, net	(371,000)	(198,000)	(561,000)	(390,000)
Operating income	30,643,000	30,280,000	38,169,000	51,562,000
Interest expense, net	11,514,000	10,368,000	22,823,000	20,510,000
Derivative loss	0	15,766,000	0	13,910,000
Corporate, other products and eliminations other income, net	(1,441,000)	(596,000)	(3,060,000)	(1,304,000)
Income from continuing operations before income taxes	20,570,000	4,742,000	18,406,000	18,446,000
Income tax expense	4,292,000	6,911,000	5,944,000	13,613,000
Income (loss) from continuing operations	16,278,000	(2,169,000)	12,462,000	4,833,000
Loss from discontinued operations, net of taxes	0	(180,000)	0	(302,000)
Net income (loss) before equity in earnings of subsidiaries	16,278,000	(2,349,000)	12,462,000	4,531,000
Equity in earnings of subsidiaries	0	0	0	0
Net income (loss)	16,278,000	(2,349,000)	12,462,000	4,531,000
Less: Net income attributable to non-controlling interest	(13,000)	0	(55,000)	0
Net income (loss) attributable to U.S. Concrete	16,265,000	(2,349,000)	12,407,000	4,531,000
Reportable Legal Entities | Parent
Condensed Income Statements, Captions [Line Items]
Revenue	0	0	0	0
Cost of goods sold before depreciation, depletion and amortization	0	0	0	0
Selling, general and administrative expenses	0	0	0	0
Depreciation, depletion and amortization	0	0	0	0
Change in value of contingent consideration	46,000	139,000	89,000	280,000
Impairment of assets	0		0
Gain on sale of assets, net	0	0	0	0
Operating income	(46,000)	(139,000)	(89,000)	(280,000)
Interest expense, net	10,058,000	9,989,000	19,827,000	19,688,000
Derivative loss		15,766,000		13,910,000
Corporate, other products and eliminations other income, net	811,000	0	811,000	0
Income from continuing operations before income taxes	(10,915,000)	(25,894,000)	(20,727,000)	(33,878,000)
Income tax expense	(3,093,000)	(3,702,000)	(5,776,000)	(7,467,000)
Income (loss) from continuing operations		(22,192,000)		(26,411,000)
Loss from discontinued operations, net of taxes		0		0
Net income (loss) before equity in earnings of subsidiaries	(7,822,000)	(22,192,000)	(14,951,000)	(26,411,000)
Equity in earnings of subsidiaries	24,087,000	19,843,000	27,358,000	30,942,000
Net income (loss)	16,265,000		12,407,000
Less: Net income attributable to non-controlling interest	0		0
Net income (loss) attributable to U.S. Concrete	16,265,000	(2,349,000)	12,407,000	4,531,000
Reportable Legal Entities | Guarantor Subsidiaries
Condensed Income Statements, Captions [Line Items]
Revenue	375,316,000	335,468,000	684,145,000	629,491,000
Cost of goods sold before depreciation, depletion and amortization	298,667,000	259,733,000	549,283,000	491,024,000
Selling, general and administrative expenses	30,494,000	29,457,000	60,096,000	54,655,000
Depreciation, depletion and amortization	18,491,000	15,561,000	35,776,000	30,929,000
Change in value of contingent consideration	(1,672,000)	581,000	(1,347,000)	1,048,000
Impairment of assets	1,299,000		1,299,000
Gain on sale of assets, net	(385,000)	(198,000)	(575,000)	(392,000)
Operating income	28,422,000	30,334,000	39,613,000	52,227,000
Interest expense, net	910,000	379,000	1,801,000	822,000
Derivative loss		0		0
Corporate, other products and eliminations other income, net	(1,531,000)	(622,000)	(2,535,000)	(1,373,000)
Income from continuing operations before income taxes	29,043,000	30,577,000	40,347,000	52,778,000
Income tax expense	7,335,000	10,610,000	11,699,000	21,097,000
Income (loss) from continuing operations		19,967,000		31,681,000
Loss from discontinued operations, net of taxes		(180,000)		(302,000)
Net income (loss) before equity in earnings of subsidiaries	21,708,000	19,787,000	28,648,000	31,379,000
Equity in earnings of subsidiaries	0	0	0	0
Net income (loss)	21,708,000		28,648,000
Less: Net income attributable to non-controlling interest	0		0
Net income (loss) attributable to U.S. Concrete	21,708,000	19,787,000	28,648,000	31,379,000
Reportable Legal Entities | Non-Guarantor Subsidiaries
Condensed Income Statements, Captions [Line Items]
Revenue	28,884,000	5,458,000	47,842,000	10,568,000
Cost of goods sold before depreciation, depletion and amortization	21,571,000	3,841,000	38,187,000	8,309,000
Selling, general and administrative expenses	1,381,000	743,000	4,055,000	1,362,000
Depreciation, depletion and amortization	3,651,000	789,000	6,941,000	1,280,000
Change in value of contingent consideration	0	0	0	0
Impairment of assets	0		0
Gain on sale of assets, net	14,000	0	14,000	2,000
Operating income	2,267,000	85,000	(1,355,000)	(385,000)
Interest expense, net	546,000	0	1,195,000	0
Derivative loss		0		0
Corporate, other products and eliminations other income, net	(721,000)	26,000	(1,336,000)	69,000
Income from continuing operations before income taxes	2,442,000	59,000	(1,214,000)	(454,000)
Income tax expense	50,000	3,000	21,000	(17,000)
Income (loss) from continuing operations		56,000		(437,000)
Loss from discontinued operations, net of taxes		0		0
Net income (loss) before equity in earnings of subsidiaries	2,392,000	56,000	(1,235,000)	(437,000)
Equity in earnings of subsidiaries	0	0	0	0
Net income (loss)	2,392,000		(1,235,000)
Less: Net income attributable to non-controlling interest	(13,000)		(55,000)
Net income (loss) attributable to U.S. Concrete	2,379,000	56,000	(1,290,000)	(437,000)
Eliminations and Reclassifications
Condensed Income Statements, Captions [Line Items]
Revenue	0	0	0	0
Cost of goods sold before depreciation, depletion and amortization	0	0	0	0
Selling, general and administrative expenses	0	0	0	0
Depreciation, depletion and amortization	0	0	0	0
Change in value of contingent consideration	0	0	0	0
Impairment of assets	0		0
Gain on sale of assets, net	0	0	0	0
Operating income	0	0	0	0
Interest expense, net	0	0	0	0
Derivative loss		0		0
Corporate, other products and eliminations other income, net	0	0		0
Income from continuing operations before income taxes	0	0	0	0
Income tax expense	0	0	0	0
Income (loss) from continuing operations		0		0
Loss from discontinued operations, net of taxes		0		0
Net income (loss) before equity in earnings of subsidiaries	0	0	0	0
Equity in earnings of subsidiaries	(24,087,000)	(19,843,000)	(27,358,000)	(30,942,000)
Net income (loss)	(24,087,000)		(27,358,000)
Less: Net income attributable to non-controlling interest	0		0
Net income (loss) attributable to U.S. Concrete	$ (24,087,000)	$ (19,843,000)	$ (27,358,000)	$ (30,942,000)

XML

SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Condensed Consolidating Statement of Cash Flows (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Condensed Cash Flow Statements, Captions [Line Items]
Net cash provided by (used in) operating activities			$ 47,860	$ 53,155
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment	$ (12,462)	$ (7,974)	(20,837)	(18,692)
Payments for acquisitions, net of cash acquired			(61,111)	(32,836)
Proceeds from disposals of property, plant and equipment			1,085	841
Proceeds from disposal of businesses			158	873
Insurance proceeds from property loss claims			2,134	0
Investment in subsidiaries				0
Net cash used in investing activities			(78,571)	(49,814)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolver borrowings			228,613	0
Repayments of revolver borrowings			(177,213)	0
Proceeds from issuance of debt			0	211,500
Proceeds from exercise of stock options and warrants			78	494
Payments of other long-term obligations			(3,540)	(4,536)
Payments for other financing			(13,709)	(8,778)
Debt issuance costs			0	(3,231)
Other treasury share purchases			(1,869)	(2,825)
Other treasury share purchases			(249)	0
Other proceeds			464	0
Intercompany funding			0	0
Net cash provided by financing activities			32,575	192,624
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS			(98)	0
NET INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH			1,766	195,965
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD			22,581	75,774
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	21,511	271,739	21,511	271,739
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	24,347	271,739	24,347	271,739	$ 22,581
Reportable Legal Entities | Parent
Condensed Cash Flow Statements, Captions [Line Items]
Net cash provided by (used in) operating activities			(21,669)	20,700
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment			0	0
Payments for acquisitions, net of cash acquired			0	469
Proceeds from disposals of property, plant and equipment			0	0
Proceeds from disposal of businesses			0	0
Insurance proceeds from property loss claims			0
Investment in subsidiaries				(646)
Net cash used in investing activities			0	(177)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolver borrowings			228,613
Repayments of revolver borrowings			(177,213)
Proceeds from issuance of debt				211,500
Proceeds from exercise of stock options and warrants			78	494
Payments of other long-term obligations			(2,215)	(2,925)
Payments for other financing			0	0
Debt issuance costs				(3,231)
Other treasury share purchases			(1,869)	(2,825)
Other treasury share purchases			0
Other proceeds			0
Intercompany funding			(25,725)	(223,536)
Net cash provided by financing activities			21,669	(20,523)
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS			0
NET INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH			0	0
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD			0	0
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	0	0	0	0
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	0		0
Reportable Legal Entities | Guarantor Subsidiaries
Condensed Cash Flow Statements, Captions [Line Items]
Net cash provided by (used in) operating activities			61,128	61,704
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment			(19,432)	(16,612)
Payments for acquisitions, net of cash acquired			(61,111)	(33,305)
Proceeds from disposals of property, plant and equipment			997	841
Proceeds from disposal of businesses			158	873
Insurance proceeds from property loss claims			1,634
Investment in subsidiaries				0
Net cash used in investing activities			(77,754)	(48,203)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolver borrowings			0
Repayments of revolver borrowings			0
Proceeds from issuance of debt				0
Proceeds from exercise of stock options and warrants			0	0
Payments of other long-term obligations			(1,325)	(1,611)
Payments for other financing			(13,404)	(8,778)
Debt issuance costs				0
Other treasury share purchases			0	0
Other treasury share purchases			0
Other proceeds			464
Intercompany funding			39,470	191,666
Net cash provided by financing activities			25,205	181,277
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS			0
NET INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH			8,579	194,778
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD			6,970	75,576
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	12,713	270,354	12,713	270,354
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	15,549		15,549
Reportable Legal Entities | Non-Guarantor Subsidiaries
Condensed Cash Flow Statements, Captions [Line Items]
Net cash provided by (used in) operating activities			1,461	2,072
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment			(1,405)	(2,080)
Payments for acquisitions, net of cash acquired			0	0
Proceeds from disposals of property, plant and equipment			88	0
Proceeds from disposal of businesses			0	0
Insurance proceeds from property loss claims			500
Investment in subsidiaries				0
Net cash used in investing activities			(817)	(2,080)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolver borrowings			0
Repayments of revolver borrowings			0
Proceeds from issuance of debt				0
Proceeds from exercise of stock options and warrants			0	0
Payments of other long-term obligations			0	0
Payments for other financing			(305)	0
Debt issuance costs				0
Other treasury share purchases			0	0
Other treasury share purchases			(249)
Other proceeds			0
Intercompany funding			(6,805)	1,195
Net cash provided by financing activities			(7,359)	1,195
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS			(98)
NET INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH			(6,813)	1,187
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD			15,611	198
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	8,798	1,385	8,798	1,385
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	8,798		8,798
Eliminations
Condensed Cash Flow Statements, Captions [Line Items]
Net cash provided by (used in) operating activities			6,940	(31,321)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment			0	0
Payments for acquisitions, net of cash acquired			0	0
Proceeds from disposals of property, plant and equipment			0	0
Proceeds from disposal of businesses			0	0
Insurance proceeds from property loss claims			0
Investment in subsidiaries				646
Net cash used in investing activities			0	646
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolver borrowings			0
Repayments of revolver borrowings			0
Proceeds from issuance of debt				0
Proceeds from exercise of stock options and warrants			0	0
Payments of other long-term obligations			0	0
Payments for other financing			0	0
Debt issuance costs				0
Other treasury share purchases			0	0
Other treasury share purchases			0
Other proceeds			0
Intercompany funding			(6,940)	30,675
Net cash provided by financing activities			(6,940)	30,675
EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS			0
NET INCREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH			0	0
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD			0	0
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	0	$ 0	0	$ 0
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	$ 0		$ 0

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RESTRICTED CASH (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017	Jun. 30, 2017	Dec. 31, 2016
Restricted Cash [Abstract]
Cash and cash equivalents	$ 21,511	$ 22,581	$ 271,739	$ 75,774
Restricted cash included in other current assets	2,836	0
Cash and cash equivalents	$ 24,347	$ 22,581	$ 271,739

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ASSETS AND LIABILITIES HELD FOR SALE (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Property, Plant and Equipment [Line Items]
Impairment of assets	$ 1,299	$ 0	$ 1,299	$ 0
Property, plant and equipment, net of accumulated depreciation, depletion and amortization of $205,249 as of June 30, 2018 and $178,168 as of December 31, 2017	674,192		674,192		$ 636,268
Liabilities assumed in sale	1,200		1,200
Property, Plant and Equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, net of accumulated depreciation, depletion and amortization of $205,249 as of June 30, 2018 and $178,168 as of December 31, 2017	$ 3,100		$ 3,100