EX-99.(C)(3) 5 p76411exv99wxcyx3y.htm EX-99.(C)(3) exv99wxcyx3y
Exhibit (c)(3)
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DRAFT — CONFIDENTIAL 1_A&M_PowerBar_TR DRAFT DISCUSSION MATERIALS SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS MEADOW VALLEY CORPORATION APRIL 7, 2008 AMlogo_Blue_CF

 


 

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Table of Contents Page MVCO Sum of the Parts Analysis 3 Historic Share Price Performance 6 Comparable Company and Transaction Analyses 13 Historic Valuation vs. Peers 18 Description and Analysis of MVCI Expanded Peer Group 23 Description and Analysis of RMX Expanded Peer Group 26

 


 

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MVCO Sum of the Parts Analysis

 


 

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MVCO Enterprise Valuation MVCO Enterprise Value ($ in millions) 2007 Adjusted EBITDA & Net Income Calculation ($ in millions) [1] Represents the difference of $12.8M book value and $7.2M market value of Minority Interest[2] Reflects balance as of 12/31/2007 Billings in Excess of Cost on Uncompleted Projects, Net[3] Reflects add-back for interest expense reported as COGS (such amount reported above Operating Income line) [4] Adjustment for one-time charges related to re-acquisition of RMX shares[5] Adjustment for negative EBITDA & Net Loss for Apex Test. Corp. which is expected to be excluded from trx EBITDAMVCI2007MVCI Reported EBITDA$6.8Interest Expense Included in COGS [3]0.4One-Time Charges [4]1.0Apex Testing Corp [5]0.6MVCI Adjusted EBITDA$8.8RMX2007RMX Reported EBITDA$6.2Interest Expense Included in COGS [3]0.7One-Time Charges [4]0.1RMX Adjusted EBITDA$7.1MVCO Reported EBITDA$13.1MVCO Adjusted EBITDA15.9NET INCOMEMVCI2007MVCI Reported Net Income$3.4After Tax One-Time Charges [4]0.7Apex Testing Corp [5]0.4MVCI Adjusted Net Income$4.4RMX2007RMX Reported Net Income$1.4After Tax One-Time Charges [4]0.1RMX Adjusted Net Income$1.4Minority Interest($0.7) MVCO Reported Net Income$4.1MVCO Adjusted Net Income5.2 MVCO Share Price (April 7, 2008)$9.97Shares Outstanding (Fully Diluted)5.3Total Equity Value$52.7Total Existing Debt16.5Cash (Including Restricted Cash)(28.5) Minority Interest (BV)12.8Total Enterprise Value (BV of RMX Min Int)$53.5Market Value Adjustment to Minority Interest [1](5.7) Illustrative Required Cash Adjustment [2]10.7Adjusted Total Enterprise Value$58.5TEV / 2007 Adjusted EBITDA 3.4xAdjusted TEV / 2007 Adjusted EBITDA3.7xTEV / 2007 Reported EBITDA 4.1xAdjusted TEV / 2007 Reported EBITDA4.5xPE — Reported Earnings13.0xPE — Adjusted Earnings10.2x

 


 

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Sum of the Parts Analysis MVCI Enterprise Value RMX Enterprise Value ($ in millions) ($ in millions) [2] Reflects balance as of 12/31/2007 Billings in Excess of Cost on Uncompleted Projects, Net[6] Value of MVCO interest in RMX increased to reflect 25% control premium above value implied based on RMX minority interest trading price No Control PremiumRMX Share Price (April 7, 2008)$6.14Shares Outstanding (Fully Diluted)3.8Total Equity Value$23.4Total Existing Debt9.8Cash (Including Restricted Cash)(9.2) Total Enterprise Value$24.1TEV / 2007 Adjusted EBITDA3.4xTEV / 2007 Reported EBITDA3.9xP / E - Reported Earnings17.3xP / E — Adjusted Earnings16.4xReported Price to Book Value0.8xControl PremiumRMX Share Price (April 7, 2008)$6.14Assumed Control Premium25% Control Premium Share Price$7.68MVCO Owned Shares of RMX2.6MVCO Own Value of RMX (Control Premium)$20.3Min Int Value7.2RMX Equity Value (Control Premium)$27.4Total Existing Debt9.8Cash (Including Restricted Cash)(9.2) Total Enterprise Value (Control Premium)$28.1TEV / 2007 Adjusted EBITDA4.0xTEV / 2007 Reported EBITDA4.5xP / E — Reported Earnings (Control Premium)21.6xP / E — Adjusted Earnings (Control Premium)20.5xImplied Price to Book Value1.0xValue of MVCO Control Premium$4.1 MVCO Share Price (April 7, 2008)$9.97Shares Outstanding (Fully Diluted)5.3Total Equity Value$52.7Adjustment for Minority Interest (MV)7.2Total Equity Value MVCI & RMX$59.8Less: RMX Equity Value(23.4) Less: Control Premium RMX Equity Value [6](4.1) Equity Value of MVCI$32.4Implied MVCI Share Price$6.13Shares Outstanding (Fully Diluted)5.3Equity Value of MVCI$32.4MVCI Total Existing Debt6.6MVCI Cash (Including Restricted Cash)(19.3) Total Enterprise Value $19.7Illustrative Required Cash Adjustment [2]10.7Adjusted Total Enterprise Value$30.4TEV / 2007 Adjusted EBITDA2.2xAdjusted TEV / 2007 Adjusted EBITDA3.4xTEV / 2007 Reported EBITDA2.9xAdjusted TEV / 2007 Reported EBITDA4.5xP / E — Reported Earnings9.6xP / E — Adjusted Earnings7.3xImplied Price to Book Value1.8x

 


 

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Historic Share Price Performance

 


 

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MVCO Historical Share Price Performance $0$2$4$6$8$10$12$14$16$18Apr-03Oct-03Apr-04Oct-04Apr-05Oct-05Apr-06Oct-06Apr-07Oct-07Apr-08MVCO MVCO Share Price Over Last 5 Years MVCO Share Performance As of April 7, 2008 As of April 7, 2008 MVCO Share Price as of 4/7/08 $9.97 VolumeMVCORussellCalendarWeighted Trading RangeTotalMicrocapPeriodPrice [1]HighLowReturn [2]Total Return[3] 1 Month$9.7$10.5$8.24.9%5.5% 3 Month$10.2$12.5$8.2(19.1%)(4.8%) 6 Month$11.5$13.5$8.2(16.7%)(20.2%) 1 Year$12.3$14.1$8.2(23.8%)(19.1%) 3 Years$10.9$15.6$4.646.4%2.1% 5 Years$9.5$15.6$1.1685.0%13.4% [1] Since start of period[2] Total return is calculated using share price as of 4/7/08 and share price at beginning of calendar period[3] Russell Microcap Index includes 1,000 U.S. stocks with a median market capitalization is $183 million

 


 

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Historic MVCO Share Performance Compared to Sterling Construction & U.S. Concrete 25% 50% 75% 100% 125% 150% Apr-06Jul-06Oct-06Jan-07Apr-07Jul-07Oct-07Jan-08MVCOSterling Construction & U.S. Concrete Share Price Performance Over Last 2 Years MVCO Share Price as of 4/10/06 = $11.68 MVCO Share Price as of 4/7/08 = $9.97 MVCO 2-Year Share Performance (14.6%) Sterling / U.S. Concrete 2-Year Share Performance (46.3%) Apr-08

 


 

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Historic MVCO Share Performance Compared to Expanded Peer Group[1] 25% 50% 75% 100% 125% 150% Apr-06Jul-06Oct-06Jan-07Apr-07Jul-07Oct-07Jan-08MVCOPeers [1] [1] Expanded Peer group average includes: STRL, RMIX, GVA, PCR Share Price Performance Over the Last 2 Years MVCO 2-Year Share Performance (14.6%) MVCO Share Price as of 4/10/06 = $11.68 MVCO Share Price as of 4/7/08 = $9.97 Expanded Peer Group 2-Year Share Performance (21.0%) Apr-08

 


 

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RMX Share Price Performance $0$2$4$6$8$10$12$14$16$18$20Aug-05Feb-06Aug-06Feb-07Aug-07Feb-08RMX Share Price Performance As of April 7, 2008 VolumeRMXRussellCalendarWeighted Trading RangeTotalMicrocapPeriodPrice [1]HighLowReturn[2]Total Return[2] 1 Month$5.7$6.2$5.313.7%5.5% 3 Month$5.7$6.7$5.1(6.3%)(4.8%) 6 Month$7.2$12.4$5.1(50.5%)(20.2%) 1 Year$10.3$13.9$5.1(49.0%)(19.1%) 2 Years$11.2$15.6$5.1(60.2%)2.1% Since IPO$13.7$17.1$5.1(49.3%)13.4% [1] Since start of period[2] Total return is calculated using share price as of 4/7/08 and share price at beginning of calendar period[3] Russell Microcap Index includes 1,000 U.S. stocks with a median market capitalization is $183 million As of April 7, 2008 RMX Share Price Since IPO (Q3 2005) RMX Share Price as of 4/7/08 $6.14

 


 

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Historic RMX Share Performance Compared to U.S. Concrete 0% 20% 40% 60% 80% 100% 120% Apr-06Jun-06Aug-06Oct-06Dec-06Feb-07Apr-07Jun-07Aug-07Oct-07Dec-07Feb-08RMXU.S. Concrete Share Price Performance Over the Last 2 Years U.S. Concrete 2-Year Share Performance (71.6%) RMX 2-Year Share Performance (60.1%) Apr-08 RMX Share Price as of 4/10/06 = $15.39 RMX Share Price as of 4/7/08 = $6.14

 


 

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Historic RMX Share Performance Compared to Expanded Peer Group[1] [2] 0% 20% 40% 60% 80% 100% 120% 140% Apr-06Jun-06Aug-06Oct-06Dec-06Feb-07Apr-07Jun-07Aug-07Oct-07Dec-07Feb-08RMXPeers [1] [1] Expanded Peer group average includes: CUO, EXP, MLM, MDU, MCEM, TXI, RMIX and VMC. [2] TXI is included beginning in Q3-2006 due to Chaparral Steel spin-off. Share Price Performance Over the Last 2 Years RMX 2-Year Share Performance (60.1%) Expanded Peer Group 2-Year Share Performance (13.4%) Apr-08 RMX Share Price as of 4/10/06 = $15.39 RMX Share Price as of 4/7/08 = $6.14

 


 

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Comparable Company and Transaction Analyses

 


 

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MVCI Comparable Company Analysis MVCI Comparable Company Analysis ($ in millions except for per share data) Source: Capital IQ TransportationTEV / LTMLTMTEV / ForwardForwardPrice / As of April 7, 2008% of RevenueMarket CapTEVRevenueEBITDAP / ERevenueEBITDAP / EBV [2] Fluor (NYSE:FLR)3%13,545.012,155.50.7x16.1x26.1x0.6x12.8x27.1x6.0xGranite Construction (NYSE:GVA)64%1,347.01,203.00.4x4.8x12.8x0.5x4.7x12.1x1.9xJacobs Engineering Group (NYSE:JEC)15%9,797.29,435.51.1x17.2x30.6x0.8x13.7x24.8x4.9xPerini (NYSE:PCR)8%1,087.5640.70.1x4.3x11.3x0.1x3.9x10.7x2.9xSterling Construction (NasdaqNM:STRL) [1]95%263.7255.10.7x6.3x13.4x0.6x6.1x13.6x1.9xURS / Washington Group (NYSE:URS)33%3,103.14,194.10.8x13.3x15.8x0.4x7.5x15.2x0.9xHigh1.1x17.2x30.6x0.8x13.7x27.1x6.0xLow0.1 x4.3x11.3x0.1x3.9x10.7x0.9xMean0.6x10.3x8.3x0.5x8.1x17.3x3.1xMedian0.7x9.8x14.6x0.5x6.8x14.4x2.4xAdj         . Mean [3]0.6x5.5x13.1x0.5x5.4x12.9x1.9xSource: Capital IQ, Engineering News Record[1] STRL LTM Multiples adjusted for RHB acquisition (10/31/07) to include 10 months of estimated sustainable revenue, net income and EBITDA of $48.7, $10.0 and $5.2, respectively[2] Represents Stock Price Per Share relative to Book Value per Share[3] Represents average of GVA and STRL only

 


 

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MVCI Comparable Transaction: Sterling Acquisition of Road & Highway Builders STRL Acquisition of Road & Highway Builders “RHB”         ..Transaction Close Date: October 31, 2007         ..Purchase Price - 4.8X TEV / Adjusted EBITDA         ..Road & Highway Builders Profile: - Headquarters: Reno, Nevada - Heavy Civil Construction: Roads & Highways - Projects throughout Nevada & Long Term Aggregates Quarry Lease Near Carson City - Previous Ownership: 50% Fisher Sand & Gravel / 50% Rich Buenting, CEO of RBH         ..Sterling Disclosed Rationale for Acquisition: - “Expand into attractive western market with solid long- term growth prospects in NV and adjacent markets” - “Expands service lines into aggregates and asphalt paving materials” - “Immediately accretive to earnings per share” STRL Purchase Consideration Summary STRL Purchase Consideration91.7%$53.1RHB CEO Retained Equity8.3%4.8Total Equity Value$57.9RHB Existing Debt0.0RHB Cash 0.0Total Enterprise Value$57.9TEV / Adjusted EBITDA4.8xTEV / Revenue1.0x2010 Put / Call Option[1]6.0xLTM 6/30/2007EBITDA $14.7STRL Adj. to Determine Sustainable EBITDA(2.7) Adjusted EBITDA$12.0Revenues$58.5[1] Deal provides 2010 Put Option to STRL or Call Option by STRL of the 8.3% minority interest. EBITDA is calculated via simple average of 2008-2010 EBITDA ($ in millions) Source: STRL Investor Conference Call 11/1/07

 


 

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RMX Comparable Company Analysis RMX Comparable Company Analysis ($ in millions except for per share data) Source: Capital IQ TEV / LTMLTMTEV / ForwardForwardPrice / As of April 7, 2008Market CapTEVRevenueEBITDAP / ERevenueEBITDAP / EBV [2] Global Building Materials / Aggregates / Ready-Mix Concrete CompaniesLafarge (ENXTPA:LG)$30,579.3$45,687.41.7x7.0x10.4x1.5x5.7x10.5x1.8xCRH / Old Castle Materials (ISE:CRG)21,080.329,318.90.9x6.3x9.6x0.8x6.3x9.4x1.7xCemex / Rinker (NYSE:CX)20,544.540,750.71.8x9.2x8.2x1.7x7.7x10.9x1.3xHeidelbergCement / Hanson (DB:HEI)21,614.445,533.12.7x12.4x6.4xNANANA1.9xHolcim Ltd. / Aggregate Industries (VIRTX:HOLN)28,259.544,044.01.7x6.2x7.4xNANANA1.5xHigh2.7x12.4x10.4x1.7x7.7x10.9x1.9xLow0.9x6.2x6.4x 0.8x5.7x9.4x1.3xMean1.7x8.2x8.4x1.3x6.610.3x1.6xMedian1.7x7.0x8.2x1.5x6.3x10.5x1.7xDomestic Building Materials / Aggreagates / Ready-Mix Concrete CompaniesVulcan / Florida Rock (NYSE:VMC)$7,616.8$11,238.83.4x12.1x15.5x2.6x8.5x15.2x2.0xMartin Marietta Materials (NYSE:MLM)4,526.45,637.02.6x9.9x18.1x2.6x9.1x17.0x4.8xTexas Industries Inc. (NYSE:TXI)1,739.42,074.42.0x11.7x19.2x1.8xNA14.4x2.2xUS Concrete Inc. (NasdaqNM:RMIX) [1]156.1453.90.6x6.3x12.2x0.6x6.1x17.3x0.8xMDU Resources Group Inc. (NYSE:MDU)4,883.66,011.41.4x6.8x11.3x1.3x6.2x13.6x1.9xEagle Materials (NYSE:EXP)1,558.51,892.72.4x7.6x12.8x2.5x9.2x17.8x3.6xMonarch Cement (OTCBB:MCEM)120.8137.30.9x4.4x7.9xNANANA1.2xContinental Materials (AMEX:CUO)38.355.70.3x14.0xNANANANA0.7xHigh3.4x14.0x19.2x2.6x9.2x17.8x4.8xLow0.3x4.4x7.9x0.6x6.1x13. 6x0.7xMean1.7x9.1x13.9x1.9x7.8x15.9x22xMedian1.7x8.7x12.8x2.2x8.5x16.1x2.0xAdj Mean [3]0.8x5.4x10.1x0.6x6.1x17.3x1.0xInternational and Domestic Building Materials / Aggreagates / Ready-Mix Concrete CompaniesHigh3.4x14.0x19.2x2.6x9.2x17.8x4.8xLow0.3x4.4x6.4x0.6x5.7x9.4x0.7xMean1.7x8.8x11.6x1.7x7.4x 14.0x2.0xMedian1.7x7.6x10.81.7x7.0x14.4x1.8x[1] US Concrete LTM P / E adjusted to exclude goodwill impairment charge of $82.2M resulting in adjusted earnings of $.32 per share versus a GAAP reported loss of ($1.67) per share[2] Represents Stock Price Per Share relative to Book Value per Share[3] Represents average of RMIX and MCEM only

 


 

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RMX Comparable Transactions RMX Comparable Transaction Analysis ($ in millions) Source: Capital IQ, MergerStat and Securities Data Corporation AnnounceTEV / DateAcquirorTargetTEVLTM EBITDADomestic TargetsMar-07Titan Cement Co.S&W Ready Mix Concrete Co.$2354.9xFeb-07Vulcan Materials Co.Florida Rock Industries, Inc.4,12810.1xMay-06General Shale Brick, Inc.Robinson Brick Co.886.3xMar-06Cementos Argos S.A.Ready Mix Concrete Co4357.6xMar-06Hanson PLCMaterial Service Corporation (GD Sub.)3007.5xNov-04Audax Private Equity Fund, L..P.Ready Mix Concrete Co.2107.5xHigh10.1xLow4.9xMean7.3xMedian7.5xAdjusted Mean [1]6.8xInternational TargetsOct-06Cemex SAB de CVRinker Group Ltd.$13,89710.1xSep-04Cemex SAB de CVRMC Group PLC5,7716.5xMay-06LaFarge S.A.Lafarge N.A. (47% public minority)6,9628.3xJul-05Spohn Cement GmbHHeidelbergCement AG (78% minority)12,7118.1xJan-05Holcim Ltd.Aggregate Industries Ltd.4,6599.3xFeb-07Holcim Ltd.St. Lawrence Cement2,12011.3xHigh11.3xLow6.5xMean8.9xMedian8.8x[1] Vulcan Materials acquisition of Florida Rock Industries excluded from Adjusted Mean

 


 

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Historical Valuation vs. Peers

 


 

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Historic MVCO Enterprise Value Multiple Compared to Sterling Construction & U.S. Concrete [1] [2] 8.7x6.2x5.5x5.1x4.5x4.5x5.4x6.2x5.1x5.3x3.4x4.1x13.7x9.6x13.2x10.5x7.3x8.5x7.8x8.6x8.2x6.2x5.8x6.4xQ 3-2005Q4-2005Q1-2006Q2-2006Q3-2006Q4-2006Q1-2007Q2-2007Q3-2007Q4-2007Q1-2008PresentMVCOSterling Construction & U.S. Concrete Average Historic Discount 3.5x TEV / LTM EBITDA Current Discount 2.3x TEV / LTM EBITDA Historic Average TEV / LTM EBITDA Multiple Q3 2005 to PresentModifiedMVCO vs.MVCO vs. SterlingU.S.PeerPeer GroupPeer GroupMVCOConstructionConcreteGroup%Value High8.7x17.4x14.7x13.7x(36.9%)(5.1x) Low3.4x5.8x5.8x6.1x(43.6%)(2.7x) Average5.3x9.2x8.5x8.8x(39.7%)(3.5x) Median5.2x8.6x8.2x8.3x(37.5%)(3.1x) As of April 7, 2008 Source: CapitalIQ [1] STRL LTM EBITDA has been adjusted in Q4-2007 through present to include annual sustainable EBITDA of $12M from acquisition of RHB on 10/31/07 [2] MVCO LTM EBITDA represents reported amounts and has not been adjusted

 


 

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Historic MVCO Enterprise Value Multiple Compared to Expanded Peer Group[1] [2] [3] [4] 8.7x6.2x5.5x5.1x4.5x4.5x5.4x6.2x5.1x5.3x3.4x4.1x11.5x9.9x13.6x10.4x8.9x10.2x9.6x11.7x9.1x5.9x5.3x5.5 xQ3-2005Q4-2005Q1-2006Q2-2006Q3-2006Q4-2006Q1-2007Q2-2007Q3-2007Q4-2007Q1-2008PresentMVCOExpanded Peer Group Average [1] Average Historic Discount 4.0x TEV / LTM EBITDA Current Discount 1.4x TEV / LTM EBITDA Source: CapitalIQ [1] Expanded Peer group average includes: STRL, RMIX, GVA, PCR [2] PCR LTM EBITDA has been adjusted in Q1-06 through Q4-06 to include a one-time after tax charge of $24.9M resulting from an adverse judgment related to litigation [3] STRL LTM EBITDA has been adjusted in Q4-2007 through present to include annual sustainable EBITDA of $12M from acquisition of RHB on 10/31/07 [4] MVCO LTM EBITDA represents reported amounts and has not been adjusted Historic Average TEV / LTM EBITDA Multiple As of April 7, 2008 Q3 2005 to PresentAverage of MVCO vs.MVCO vs. SterlingU.S.PeriniGranitePeerPeer GroupPeer GroupMVCOConstructionConcreteCorporationConstructionGroup%Value High8.7x17.4x14.7x18.5x14.9x13.6x(36.1%)(4.9x) Low3.4x5.8x5.8x4.3x4.8x5.3x(35.3%)(1.9x) Average5.3x9.2x8.5x10.5x9.0x9.3x(42.7%)(4.0x) Median5.2x8.6x8.2x11.0x9.0x9.7x(46.5%)(4.5x)

 


 

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Historic Ready Mix Enterprise Value Multiple Compared to U.S. Concrete [1] 10.1x7.9x8.0x7.6x5.4x5.2x5.9x6.3x6.4x5.3x3.6x4.1x9.7x9.3x12.7x11.8x7.1x7.3x8.4x8.5x8.0x6.4x6.0x6.4xQ 3-2005Q4-2005Q1-2006Q2-2006Q3-2006Q4-2006Q1-2007Q2-2007Q3-2007Q4-2007Q1-2008PresentReady Mix, Inc.U.S. Concrete, Inc Average Historic Discount 2.2x TEV / LTM EBITDA Current Discount 2.3x TEV / LTM EBITDA Source: CapitalIQ. [1] RMX LTM EBITDA represents reported amounts and has not been adjusted RMX Average Since Q3-2005 (IPO) 6.3x TEV / LTM EBITDA Historic Average TEV / LTM EBITDA Multiple As of April 7, 2008 RMIX Average 8.5x TEV / LTM EBITDA

 


 

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Historic Ready Mix Enterprise Value Multiple Compared to Expanded Peer Group[1] [2] [3] [4] 10.1x7.9x8.0x7.6x5.4x5.2x5.9x6.3x6.4x5.3x3.6x3.9x9.9x9.3x9.8x9.8x7.6x7.9x9.1x9.9x9.3x8.9x8.6x9.2xQ3- 2005Q4-2005Q1-2006Q2-2006Q3-2006Q4-2006Q1-2007Q2-2007Q3-2007Q4-2007Q1-2008Present RMX Expanded Peer Group Average [1] Average Historic Discount 2.8x TEV / LTM EBITDA Current Discount 5.3x TEV / LTM EBITDA Source: CapitalIQ. [1] Expanded Peer group average includes: CUO, EXP, FRK, MLM, MDU, MCEM, TXI, RMIX and VMC. [2] FRK is included through Q3-2007 due to closing of acquisition by Vulcan Materials. From time period of announcement of Vulcan Materials acquisition through close (Q1-2007 to Q3-2007) closing transaction TEV / LTM EBITDA multiple (11.1x) is used. [3] TXI is included beginning in Q3-2006 due to Chaparral Steel spin-off. [4] RMX LTM EBITDA represents reported amounts and has not been adjusted RMX Average Since Q3-2005 (IPO) 6.3x TEV / LTM EBITDA Historic Average TEV / LTM EBITDA Multiple As of April 7, 2008 Expanded Peer Group Average 9.1x TEV / LTM EBITDA

 


 

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Description and Analysis of MVCI Expanded Peer Group

 


 

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MVCI Peer Group — Business Descriptions HQ: Houston, Texas Employees: 1,200 Market Cap: $262.1 million (4/7/08) LTM Revenues:$306.2 million LTM EBITDA: $30.6 million LTM Adjusted EBITDA:$40.6 million (includes $10 million adjustment for RHB Acquisition) Total Enterprise Value:$255.1 TEV / LTM Adjusted EBITDA: 6.3x Business Description: STRL (NasdaqNM) Sterling Construction Company, Inc., through itssubsidiaries, engages in the construction and reconstruction of transportation and water infrastructure inthe United States. The company’s transportation infrastructure projects include highways, roads, bridges and light rail, and its water infrastructure projects include water, wastewater and storm drainage systems. The company provides general contracting services primarily to public sector clients utilizing its own employees and equipment for activities including excavating, paving, pipe installation and concrete placement. The company purchases the necessary materials for its contracts,the Company performs majority of work required by its contracts with its own crews and generally engage subcontractors for ancillary services. Customers: The company’s contracts are for public sector customers, including TXDOT, county and municipal public works departments, the Metropolitan Transit Authority of Harris County, Texas, or Metro, regional transit authorities, port authorities, school districts and municipal utility districts. The company’s major customers include TXDOT, the City of Houston and Harris County. History: Sterling Construction Co., Inc. was founded in 1954. Source: CapitalIQ

 


 

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MVCI Peer Group — Business Descriptions Source: CapitalIQ HQ: Framingham, MA Employees: 4,100 Market Cap: $1,087.5 million (4/7/08) LTM Revenues:$4,628 million LTM EBITDA: $150.2 million Business Description: PCR (NYSE) Perini Corporation and its subsidiaries offer general contracting, construction management, and design-build services to private clients and public agencies worldwide.It also offers general contracting; preconstruction planning; and project management services, including planning and scheduling of the manpower, equipment, materials, and subcontractors required for a project. The company operates in three segments: Building, Civil, and Management Services. The Buildingsegment provides services to various markets, including hospitality and gaming, sports and entertainment, educational, transportation, healthcare, biotech, pharmaceutical, and high-tech. The Civil segment specializes in public works constructionand the repair, replacement, and reconstruction of infrastructure, primarily in the northeastern and mid-Atlantic United States. This segment also offers contracting services, including construction and rehabilitation of highways, bridges, mass transit systems, and wastewater treatment facilities. The Management Services segmentprovides construction, design-build, and maintenance services to the U.S. military and government agencies, as well as surety companies and multi-national corporations. HQ: Watsonville, California Employees: 4,200 Market Cap: $1,347 million (4/7/08) LTM Revenues:$2,737 million LTM EBITDA: $246.7 million Business Description: GVA (NYSE) Granite Construction Incorporated, together with its subsidiaries, operates as a heavy civil contractor and a construction materials producer forpublic and private sector clients in the United States. The company operates through two segments, Granite West and Granite East. The Granite West segment’s public sector projects include construction and improvement of streets,roads, highways, and bridges. Its private sector contracts include site preparation for housing and commercial development, including excavation, grading, and street paving, as well as installation of curbs, gutters, sidewalks, and underground utilities. This segment’s customers include departments of transportation of other states, county and city public works departments, and school districts, as well as developers and owners of industrial, commercial, and residential sites. The Granite East segment builds infrastructure projects, such as highways, dams, mass transit facilities, bridges, pipelines, canals, waterway locks and dams, and airport infrastructure. It also engages in the demolition, clearing, earthwork and grading, dewatering, drainage improvements, structural concrete, rail signalization, and concrete and asphalt paving activity. This segment’s customers include state departments of transportation, local transit authorities, and federal agencies. In addition, Granite Construction engages in the purchase, development, and sale of real estate projects, as well as in the provision of real estate services.

 


 

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Description and Analysis of RMX Expanded Peer Group

 


 

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Ready Mix, Inc. (AMEX: RMX) Ready Mix, Inc. manufactures and distributes ready mix concrete in Las Vegas, Nevada and Phoenix, Arizona metropolitan areas. It provides ready mix concrete, sand, and gravel products to concrete subcontractors, prime contractors, homebuilders, commercial and industrial property developers, and homeowners. The company was founded in 1996 and is based in Las Vegas, Nevada. Ready Mix, Inc. is a subsidiary of Meadow Valley Corporation. Geographic Presence 2006 Revenue Break-Out 2006 Operating Income Break-Out 2006 Revenue = $83.6M 2006 EBIT[1] = $6.8M Source: Ready Mix, Inc. 2006 10-K. [1] Operating income reduced for corporate overhead of $4.3M. ($ in millions) ($ in millions)

 


 

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U.S. Concrete Inc. (NASDAQ: RMIX) NJ Geographic Presence[1] CA OK TX MI TN MS AZ NY DC DE MD 2006 Revenue[2] Break-Out 2006 Revenue[2] = $789.5M Source: US Concrete 2006 10-K. [1] Adjusted for dispositions to Old Castle Materials, Inc. [2] Does not reflect dispositions to Old Castle Materials, Inc. and Michigan JV. U.S. Concrete, Inc. engages in the production and sale of ready-mixed concrete, precast concrete, and concrete- related products in the United States. The company operates in two segments, Ready-Mixed Concrete and Concrete-Related Products, and Western Precast Concrete. The Ready-Mixed Concrete and Concrete-Related Products segment primarily engages in the formulation, preparation and delivery of ready-mixed concrete to the job sites of its customers. This segment also engages in the mining and sale of aggregates; the production, sale, and distribution of precast concrete and concrete masonry; and the resale of building materials. The Western Precast Concrete segment engages principally in the production, distribution and sale of precast concrete products. This segment produces precast concrete structures, such as utility vaults, specialty-engineered structures, curb inlets, retaining and other wall systems, and other precast products. ($ in millions)

 


 

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[UPDATE] Ready Mix vs. U.S. Concrete — Comparison of Financial Scale and Asset Base READY MIX, INC. U.S. CONCRETE, INC. Financial Performance 2006 Revenue: $83.6M up 41% since 2004 2006 Report EBITDA: $8.4M up 49% since 2004 2006 Revenue: $789.5M up 58% since 2004 2006 Adj EBITDA : $87.7M up 114% since 2004 Cubic Yards ~ 1.0M ~ 8.7M Ready-Mix Plants 7 fixed ready-mix plants 0 portable ready-mix plants 138 fixed ready-mix plants 7 portable ready-mix plants Mixer Trucks 184 1,430 Aggregate Facilities 3 facilities 8 facilities 97M tons of proven reserves Concrete Plants None 10 pre-cast concrete plants 3 concrete block plants Markets Served Phoenix, AZ and Las Vegas, NV 11 States + D.C.

 


 

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Continental Materials Corp. (AMEX: CUO) Continental Materials Corp. manufactures and markets heating, ventilation, and air conditioning (HVAC) products, and construction products in North America. Its HVAC products include gas-fired wall furnaces, console heaters, fan coils, and evaporative coolers. The company’s construction products include ready mix concrete, aggregates, and construction supplies. It also fabricates and sells hollow metal doors, door frames, and other hardware. Continental Materials sells its HVAC products through plumbing, heating, and air conditioning wholesale distributors to retail home-centers and other retail outlets, as well as to HVAC installing contractors and equipment manufacturers for commercial applications. It sells construction products primarily to general and sub-contractors, government entities, and individuals through direct sales personnel. 2006 Revenue[2] Break-Out 2006 Operating Income[3] Break-Out Source: Continental Materials Corporation 2006 10-K. [1] Reflects only locations related to the concrete, aggregates and construction supplies segment. [2] Revenues from external customers. [3] Operating income prior to allocation of corporate overhead of $3.1M and other income of $0.1M. Geographic Presence[1] CO 2006 Revenue[2] = $158.4M 2006 Operating Income Contribution[3] = $6.8M ($ in millions) ($ in millions)

 


 

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Eagle Materials Inc. (NYSE: EXP) Geographic Presence[1] TX IL NV WY CA CO OK NM SC Source: Texas Industries FY2006 10-K (fiscal year ended March 31, 2007). [1] Includes Georgetown, SC plant; under construction as of FY2006 10-K publication. [2] Includes inter-company revenue of $63.9M. JV revenue netted against cement segment. [3] Does not include corporate overhead of $20.3M. Eagle Materials, Inc. engages in the manufacture, distribution, and sale of gypsum wallboard and cement primarily in the United States. Its products include gypsum wallboard, portland cement, recycled paperboard, and concrete and aggregates. The company’s gypsum wallboard operations include mining and extraction of gypsum from the ground; conversion of gypsum into plaster; processing of plaster; and sale of gypsum sheets. It manufactures and sells cement for the construction sector. The company’s recycled paperboard operations comprise manufacture of paper products from recycled paper fiber. The company’s concrete operations involves in the mixing of cement, sand, gravel, or crushed stone and water to form concrete that is sold to construction contractors. Its construction aggregates consists of the mining, extraction, production, and sale of crushed stone, sand, gravel, and lightweight aggregates, such as expanded clays and shales. FY2006 Revenue[2] Break-Out FY2006 Operating Income[3] Break-Out FY2006 Revenue[2] = $986.3M FY2006 Operating Income Contribution[2] = $213.4M ($ in millions) ($ in millions)

 


 

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Martin Marietta Materials Inc. (NYSE: MLM) Martin Marietta Materials, Inc. engages in the production and sale of aggregates for the construction industry in the United States, Canada, the Bahamas, and the Caribbean Islands. It operates in two segments, Aggregates and Specialty Products. The Aggregates segment mines, processes, and sells granite, limestone, sand, gravel, and other aggregate products for use in all sectors of the public infrastructure, commercial and residential construction industries, and miscellaneous uses, such as agriculture, railroad ballast, and chemical uses. It also involves in the asphalt, ready mixed concrete, and road paving operations. The Specialty Products segment manufactures and markets magnesia-based chemical products for industrial, agricultural, and environmental applications; and dolomitic lime for use primarily in the steel industry. Its products have various uses, including flame retardants, wastewater treatment, pulp and paper production, etc. Geographic Presence CA OK TX TN MS MD AR AL FL GA IL IN KS IA KY LA MN MO MT NB NV NC OH SC WA VA WV WI WY Source: Martin Marietta Materials 2007 10-K. [1] Revenues from external customers. 2006 Revenue[1] Break-Out FY2006 Revenue[1] = $1,942.9M ($ in millions)

 


 

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MDU Resources Group, Inc. (NYSE: MDU) Geographic Presence[1] CA TX IA MN MT WA WY ND OR ID AK HI Source: MDU Resources 2007 10-K and Capital IQ [1] Includes on locations related to construction materials and mining unit. [2] Revenue from external customers. 2006 Revenue[2] Break-Out ($ in millions) 2007 Revenue[1] = $4,247.9M MDU Resources Group, Inc. operates as a natural resource company in the United States. Its Electric segment generates, transmits, and distributes electricity in MT, ND, SD and WY. The company’s Natural Gas Distribution segment distributes natural gas in MT, ND, SD, WY, MN, OR and WA. Its Construction Services segment engages in electric line construction, pipeline construction, etc. The company’s Pipeline and Energy Services segment provides natural gas transportation, storage, and gathering services. Its Natural Gas and Oil Production segment engages in the acquisition, exploration, development, and production of natural gas and oil. The company’s Construction Materials and Contracting segment involves mining, processing, and selling construction aggregates, such as crushed stone, sand, gravel, and related construction materials, including ready-mixed concrete, cement, asphalt, and liquid asphalt. This segment also performs construction services.

 


 

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Monarch Cement Co. (OTC BB: MCEM.OB) 2006 Revenue[2] Break-Out 2006 Operating Income[3] Break-Out 2006 Revenue[2] = $154.2M 2006 EBIT[3] = $19.7M Source: Monarch Cement Company 2006 Annual Report. [1] Reflects physical locations, except for Oklahoma which is market served. [2] Revenues from external customers. [3] Reflect reductions associated for overhead. Geographic Presence[1] KS NE MO IA AR OK The Monarch Cement Co. engages in the manufacture and sale of portland cement in the United States. Its products also include ready-mixed concrete, concrete products, and sundry building materials. The company’s products are used in highway, bridge, and building construction. In addition, The Monarch Cement Company owns and operates quarries. It has operations in the State of Kansas, Iowa, southeast Nebraska, western Missouri, northwest Arkansas, and northern Oklahoma. ($ in millions) ($ in millions)

 


 

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Texas Industries Inc. (NYSE: TXI) FY2007 Revenue[1] Break-Out FY2007 Operating Income[2] Break-Out FY2006 Revenue[1] = $877.8M ($ in millions) ($ in millions) FY2006 Operating Income Contribution[2] = $213.4M Source: Texas Industries FY2007 10-K (fiscal year ended May 31, 2007). [1] Revenues from external customers. [2] Does not reflect unallocated divisional overhead and other income, net of $11.7M and corporate overhead of $45.2M Texas Industries, Inc. engages in the supply of heavy building materials in the United States. It operates in three segments: Cement, Aggregates, and Consumer Products / Ready-Mix Concrete. The Cement segment produces and sells gray portland cement, as well as specialty cements, such as white portland, masonry, and oil well cements. The Aggregate segment produces and sells natural aggregates, including sand, gravel, and crushed limestone. It also offers specialty lightweight aggregates, such as shale and clay aggregates. The Consumer Products segment produces and sells ready-mix concrete, packaged concrete mix, mortar, sand, and related products. The company serves various end-use markets, such as public works, residential, commercial, retail, industrial and institutional construction, and energy markets primarily in Texas, Louisiana, Oklahoma, Arkansas Colorado, and California. Geographic Presence TX AR LA CO CA OK

 


 

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Vulcan Materials Co. / Florida Rock Industries, Inc. (NYSE: VMC) Vulcan Materials Co. produces construction aggregates and other construction materials in the United States and Mexico. Its construction aggregates include crushed stone, sand and gravel, rock asphalt, and recrushed asphalt and concrete, which are used in various constructions, including highway construction and maintenance, and production of asphaltic and portland cement concrete mixes, as well as used as railroad track ballast. The company also offers other products and services, including asphalt mix and related products, concrete, trucking services, and water transportation services. Vulcan Materials Co.’s customers include heavy construction and paving contractors; commercial building contractors; concrete products manufacturers; residential building contractors; state, county, and municipal governments; railroads; and electric utilities. It serves its customers by truck, rail, and water distribution networks Geographic Presence[1] MD CA AZ TX NM AR TN AL FL GA SC KY NC VA IL IN WI PA LA Estimated PF Revenue[2] Break-Out Source: Vulcan Materials 2006 10-K and Florida Rock FY 2007 10-K (fiscal year ended September 31, 2007). [1] Pro-forma for merger with Florida Rock. [2] Estimated pro-forma for the Florida Rock acquisition. ($ in millions)

 


 

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