Attached files

file filename
EX-95.1 - EX-95.1 - Summit Materials, Inc.sum-20180331ex951c355e5.htm
EX-32.4 - EX-32.4 - Summit Materials, Inc.sum-20180331ex324da0ec6.htm
EX-32.3 - EX-32.3 - Summit Materials, Inc.sum-20180331ex323806338.htm
EX-32.2 - EX-32.2 - Summit Materials, Inc.sum-20180331ex322c074fe.htm
EX-32.1 - EX-32.1 - Summit Materials, Inc.sum-20180331ex3213ae76f.htm
EX-31.4 - EX-31.4 - Summit Materials, Inc.sum-20180331ex314399764.htm
EX-31.3 - EX-31.3 - Summit Materials, Inc.sum-20180331ex313d1fdbc.htm
EX-31.2 - EX-31.2 - Summit Materials, Inc.sum-20180331ex312b23c9b.htm
EX-31.1 - EX-31.1 - Summit Materials, Inc.sum-20180331ex311440d91.htm
10-Q - 10-Q - Summit Materials, Inc.sum-20180331x10q.htm

Exhibit 99.1

 

SUMMIT MATERIALS, LLC AND SUBSIDIARIES

Consolidated Balance Sheets

(In thousands)

 

 

 

 

 

 

 

 

 

 

March 31,

 

December 30,

 

 

2018

    

2017

 

    

(unaudited)

    

(audited)

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

178,293

 

$

383,556

Accounts receivable, net

 

 

180,099

 

 

198,330

Costs and estimated earnings in excess of billings

 

 

12,668

 

 

9,512

Inventories

 

 

226,750

 

 

184,439

Other current assets

 

 

13,742

 

 

7,764

Total current assets

 

 

611,552

 

 

783,601

Property, plant and equipment, less accumulated depreciation, depletion and amortization (March 31, 2018 - $673,761 and December 30, 2017 - $631,841)

 

 

1,672,880

 

 

1,615,424

Goodwill

 

 

1,110,448

 

 

1,037,320

Intangible assets, less accumulated amortization (March 31, 2018 - $7,020 and December 30, 2017 - $6,698)

 

 

16,621

 

 

16,833

Other assets

 

 

52,039

 

 

51,063

Total assets

 

$

3,463,540

 

$

3,504,241

Liabilities and Member’s Interest

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Current portion of debt

 

$

6,354

 

$

4,765

Current portion of acquisition-related liabilities

 

 

34,601

 

 

11,587

Accounts payable

 

 

111,654

 

 

100,637

Accrued expenses

 

 

112,560

 

 

116,274

Billings in excess of costs and estimated earnings

 

 

15,131

 

 

15,750

Total current liabilities

 

 

280,300

 

 

249,013

Long-term debt

 

 

1,808,535

 

 

1,810,833

Acquisition-related liabilities

 

 

25,285

 

 

52,239

Other noncurrent liabilities

 

 

108,878

 

 

100,562

Total liabilities

 

 

2,222,998

 

 

2,212,647

Commitments and contingencies (see note 10)

 

 

 

 

 

 

Member’s equity

 

 

1,379,413

 

 

1,359,760

Accumulated deficit

 

 

(119,627)

 

 

(51,031)

Accumulated other comprehensive loss

 

 

(19,244)

 

 

(17,135)

Total member’s interest

 

 

1,240,542

 

 

1,291,594

Total liabilities and member’s interest

 

$

3,463,540

 

$

3,504,241

 

See notes to unaudited consolidated financial statements.


 

SUMMIT MATERIALS, LLC AND SUBSIDIARIES

Unaudited Consolidated Statements of Operations

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

 

March 31,

 

April 1,

 

    

2018

    

2017

Revenue:

 

 

 

 

 

 

Product

 

$

256,807

 

$

225,017

Service

 

 

33,109

 

 

34,027

Net revenue

 

 

289,916

 

 

259,044

Delivery and subcontract revenue

 

 

24,505

 

 

25,233

Total revenue

 

 

314,421

 

 

284,277

Cost of revenue (excluding items shown separately below):

 

 

 

 

 

 

Product

 

 

197,433

 

 

166,968

Service

 

 

25,923

 

 

25,371

Net cost of revenue

 

 

223,356

 

 

192,339

Delivery and subcontract cost

 

 

24,505

 

 

25,233

Total cost of revenue

 

 

247,861

 

 

217,572

General and administrative expenses

 

 

69,861

 

 

58,468

Depreciation, depletion, amortization and accretion

 

 

46,958

 

 

39,748

Transaction costs

 

 

1,266

 

 

1,273

Operating loss

 

 

(51,525)

 

 

(32,784)

Interest expense

 

 

28,570

 

 

24,715

Loss on debt financings

 

 

 —

 

 

190

Other income, net

 

 

(7,655)

 

 

(657)

Loss from operations before taxes

 

 

(72,440)

 

 

(57,032)

Income tax benefit

 

 

(3,844)

 

 

(2,178)

Net loss

 

 

(68,596)

 

 

(54,854)

Net loss attributable to noncontrolling interest

 

 

 —

 

 

(98)

Net loss attributable to member of Summit LLC

 

$

(68,596)

 

$

(54,756)

 

See notes to unaudited consolidated financial statements.


 

 

 

SUMMIT MATERIALS, LLC AND SUBSIDIARIES

Unaudited Consolidated Statements of Comprehensive Income

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

 

March 31,

 

April 1,

 

    

2018

    

2017

Net loss

 

$

(68,596)

 

$

(54,854)

Other comprehensive (loss) income:

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

(3,104)

 

 

706

Income on cash flow hedges

 

 

995

 

 

412

Other comprehensive (loss) income:

 

 

(2,109)

 

 

1,118

Comprehensive loss

 

 

(70,705)

 

 

(53,736)

Less comprehensive loss attributable to the noncontrolling interest in consolidated subsidiaries

 

 

 —

 

 

(98)

Comprehensive loss attributable to member of Summit LLC

 

$

(70,705)

 

$

(53,638)

 

See notes to unaudited consolidated financial statements.


 

SUMMIT MATERIALS, LLC AND SUBSIDIARIES

Unaudited Consolidated Statements of Cash Flows

(In thousands)

 

 

 

 

 

 

 

 

 

 

Three months ended

 

 

March 31,

 

April 1,

 

    

2018

    

2017

Cash flow from operating activities:

 

 

 

 

 

 

Net loss

 

$

(68,596)

 

$

(54,854)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

Depreciation, depletion, amortization and accretion

 

 

45,345

 

 

43,088

Share-based compensation expense

 

 

8,507

 

 

4,748

Net gain on asset disposals

 

 

(4,077)

 

 

(1,665)

Non-cash loss on debt financings

 

 

 —

 

 

85

Change in deferred tax asset, net

 

 

(3,689)

 

 

(2,354)

Other

 

 

1,579

 

 

783

Decrease (increase) in operating assets, net of acquisitions:

 

 

 

 

 

 

Accounts receivable, net

 

 

27,979

 

 

13,847

Inventories

 

 

(35,248)

 

 

(24,677)

Costs and estimated earnings in excess of billings

 

 

(2,678)

 

 

(7,480)

Other current assets

 

 

(3,202)

 

 

1,494

Other assets

 

 

747

 

 

(743)

(Decrease) increase in operating liabilities, net of acquisitions:

 

 

 

 

 

 

Accounts payable

 

 

(8,328)

 

 

3,517

Accrued expenses

 

 

(8,074)

 

 

(19,531)

Billings in excess of costs and estimated earnings

 

 

(1,788)

 

 

(2,703)

Other liabilities

 

 

156

 

 

1,369

Net cash used in operating activities

 

 

(51,367)

 

 

(45,076)

Cash flow from investing activities:

 

 

 

 

 

 

Acquisitions, net of cash acquired

 

 

(113,993)

 

 

(112,333)

Purchases of property, plant and equipment

 

 

(49,505)

 

 

(51,056)

Proceeds from the sale of property, plant and equipment

 

 

7,788

 

 

4,325

Other

 

 

1,500

 

 

974

Net cash used for investing activities

 

 

(154,210)

 

 

(158,090)

Cash flow from financing activities:

 

 

 

 

 

 

Capital contributions by member

 

 

15,475

 

 

238,629

Capital issuance costs

 

 

 —

 

 

(638)

Debt issuance costs

 

 

 —

 

 

(699)

Payments on debt

 

 

(3,972)

 

 

(3,566)

Payments on acquisition-related liabilities

 

 

(6,462)

 

 

(13,914)

Distributions

 

 

(2,509)

 

 

(2,579)

Other

 

 

(1,820)

 

 

(732)

Net cash provided by financing activities

 

 

712

 

 

216,501

Impact of foreign currency on cash

 

 

(398)

 

 

100

Net (decrease) increase in cash

 

 

(205,263)

 

 

13,435

Cash and cash equivalents – beginning of period

 

 

383,556

 

 

142,672

Cash and cash equivalents – end of period

 

$

178,293

 

$

156,107

 

See notes to unaudited consolidated financial statements.


 

SUMMIT MATERIALS, LLC AND SUBSIDIARIES

Unaudited Consolidated Statements of Changes in Member’s Interest and Redeemable Noncontrolling Interest

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Member’s Interest

 

 

 

 

    

 

 

    

 

 

    

Accumulated

    

 

 

 

 

 

 

 

 

 

 

other

 

Total

 

 

Member’s

 

Accumulated

 

comprehensive

 

member’s

 

 

equity

 

deficit

 

loss

 

interest

Balance — December 30, 2017

 

$

1,359,760

 

$

(51,031)

 

$

(17,135)

 

$

1,291,594

 

 

 

 

 

 

 

 

 

 

 

 

 

Net contributed capital

 

 

15,475

 

 

 

 

 —

 

 

15,475

Net loss

 

 

 —

 

 

(68,596)

 

 

 —

 

 

(68,596)

Other comprehensive loss

 

 

 —

 

 

 —

 

 

(2,109)

 

 

(2,109)

Distributions

 

 

(2,509)

 

 

 —

 

 

 —

 

 

(2,509)

Share-based compensation

 

 

8,507

 

 

 —

 

 

 —

 

 

8,507

Other

 

 

(1,820)

 

 

 —

 

 

 —

 

 

(1,820)

Balance — March 31, 2018

 

$

1,379,413

 

$

(119,627)

 

$

(19,244)

 

$

1,240,542

 

See notes to unaudited consolidated financial statements.


 

SUMMIT MATERIALS, LLC

 

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

 

(Dollars in tables in thousands, except per share amounts or otherwise noted)

 

1.SUMMARY OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

 

Summit Materials, LLC (“Summit LLC” and, together with its subsidiaries, “Summit,” “we,” “us,” “our” or the “Company”) is a vertically-integrated construction materials company. The Company is engaged in the production and sale of aggregates, cement, ready-mix concrete, asphalt paving mix and concrete products and owns and operates quarries, sand and gravel pits, two cement plants, cement distribution terminals, ready-mix concrete plants, asphalt plants and landfill sites. It is also engaged in paving and related services. The Company’s three operating and reporting segments are the West, East and Cement segments.

 

Substantially all of the Company’s construction materials, products and services are produced, consumed and performed outdoors, primarily in the spring, summer and fall. Seasonal changes and other weather-related conditions can affect the production and sales volumes of its products and delivery of services. Therefore, the financial results for any interim period are typically not indicative of the results expected for the full year. Furthermore, the Company’s sales and earnings are sensitive to national, regional and local economic conditions and to cyclical changes in construction spending, among other factors.

 

Summit LLC is a wholly owned indirect subsidiary of Summit Materials Holdings L.P. (“Summit Holdings”), whose primary owner is Summit Materials, Inc. (“Summit Inc.”). Summit Inc. was formed as a Delaware corporation on September 23, 2014. Its sole material asset is a controlling equity interest in Summit Holdings. Pursuant to a reorganization into a holding company structure (the “Reorganization”) consummated in connection with Summit Inc.’s March 2015 initial public offering, Summit Inc. became a holding corporation operating and controlling all of the business and affairs of Summit Holdings and its subsidiaries, including Summit LLC.

 

Summit Inc. Equity OfferingOn January 10, 2017, Summit Inc. raised $237.6 million, net of underwriting discounts, through the issuance of 10,000,000 shares of Class A common stock at a public offering price of $24.05 per share. Summit Inc. used these proceeds to purchase an equal number of limited partnership interests in Summit Holdings (“LP Units”) and caused Summit Holdings to use a portion of the proceeds from the offering to acquire two materials-based companies for a combined purchase price of approximately $110 million in cash.

 

Basis of Presentation—These unaudited consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures typically included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto as of and for the year ended December 30, 2017. The Company continues to follow the accounting policies set forth in those audited consolidated financial statements.

 

Management believes that these consolidated interim financial statements include all adjustments, normal and recurring in nature, that are necessary to present fairly the financial position of the Company as of March 31, 2018, the results of operations for the three months ended March 31, 2018 and April 1, 2017, and cash flows for the three months ended March 31, 2018 and April 1, 2017.

 

Principles of Consolidation–The consolidated financial statements include the accounts of Summit LLC and its majority owned subsidiaries. All intercompany balances and transactions have been eliminated. The Company attributes consolidated member’s interest and net income separately to the controlling and noncontrolling interests. The Company accounts for investments in entities for which it has an ownership of


 

20% to 50% using the equity method of accounting. In October 2017, the Company acquired the 20% of Ohio Valley Asphalt, LLC held by noncontrolling interests, making it a wholly owned subsidiary.

 

Use of Estimates—Preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities and reported amounts of revenue and expenses. Such estimates include the valuation of accounts receivable, inventories, valuation of deferred tax assets, goodwill, intangibles and other long-lived assets, pension and other postretirement obligations and asset retirement obligations. Estimates also include revenue earned on contracts and costs to complete contracts. Most of the Company’s paving and related services are performed under fixed unit-price contracts with state and local governmental entities. Management regularly evaluates its estimates and assumptions based on historical experience and other factors, including the current economic environment. As future events and their effects cannot be determined with precision, actual results can differ significantly from estimates made. Changes in estimates, including those resulting from continuing changes in the economic environment, are reflected in the Company’s consolidated financial statements when the change in estimate occurs.

 

Business and Credit Concentrations—The Company’s operations are conducted primarily across 23 U.S. states and in British Columbia, Canada, with the most significant revenue generated in Texas, Utah, Kansas and Missouri. The Company’s accounts receivable consist primarily of amounts due from customers within these areas. Therefore, collection of these accounts is dependent on the economic conditions in those states, as well as specific situations affecting individual customers. Credit granted within the Company’s trade areas has been extended to many customers, and management does not believe that a significant concentration of credit exists with respect to any individual customer or group of customers. No single customer accounted for more than 10% of the Company’s total revenue in the three months ended March 31, 2018 and April 1, 2017.

 

Revenue Recognition—We earn revenue from the sale of products, which primarily include aggregates, cement, ready-mix concrete and asphalt, but also include concrete products and plastics components, and from the provision of services, which are primarily paving and related services, but also include landfill operations, the receipt and disposal of waste that is converted to fuel for use in our cement plants and underground storage space rental.

 

Products

 

We earn revenue from the sale of products, which primarily include aggregates, cement, ready-mix concrete and asphalt, but also include concrete products, net of discounts or allowances, if any, and freight and delivery charges billed to customers. Freight and delivery charges associated with cement sales are recorded on a net basis together with freight costs within cost of sales. Revenue for product sales is recognized when evidence of an arrangement exists, the fee is fixed or determinable, control passes, which generally is when the product is shipped, and collection is reasonably assured.

 

Aggregates and cement products are sold point-of-sale through purchase orders. When the product is sold on account, collectability typically occurs 30 to 60 days after the sale.  Revenue is recognized when cash is received from the customer at the point of sale or when the products are delivered or collected on site. There are no other timing implications that will create a contract asset or liability, and contract modifications are unlikely given the timing and nature of the transaction. Material sales are likely to have multiple performance obligations if the product is sold with delivery. In these instances, delivery most often occurs on the same day as the control of the product transfers to the customer. As a result, even in the case of multiple performance obligations, the performance obligations are satisfied concurrently and revenue is recognized simultaneously.

 

Services

 

We earn revenue from the provision of services, which are primarily paving and related services, but also include landfill operations, the receipt and disposal of waste that is converted to fuel for use in our cement plants, and underground storage space rental. Revenue from the receipt of waste fuels is recognized when the waste is accepted and a corresponding liability is recognized for the costs to process the waste into fuel for the


 

manufacturing of cement or to ship the waste offsite for disposal in accordance with applicable regulations. Collectability of service contracts is due reasonably after certain milestones in the contract are performed. Milestones vary by project, but are typically calculated using monthly progress based on the percentage of completion or a customer’s engineered review of progress. The majority of the time, collection occurs within 90 days of billing and cash is received within the same fiscal year as services performed. On most projects, the customer will withhold a portion of the invoice for retainage, which may last longer than a year depending on the job.

 

Revenue derived from paving and related services is recognized using the input method, which approximates progress towards completion. Under the input method, we recognize paving and related services revenue as services are rendered. The majority of our construction service contracts are completed within one year, but may occasionally extend beyond this time frame. We estimate profit as the difference between total estimated revenue and total estimated cost of a contract and recognize that profit over the life of the contract based on input measures. We generally measure progress toward completion on long-term paving and related services contracts based on the proportion of costs incurred to date relative to total estimated costs at completion. We include revisions of estimated profits on contracts in earnings under the cumulative catch-up method, under which the effect of revisions in estimates is recognized immediately. If a revised estimate of contract profitability reveals an anticipated loss on the contract, we recognize the loss in the period it is identified.

 

The input method of accounting involves the use of various estimating techniques to project costs at completion, and in some cases includes estimates of recoveries asserted against the customer for changes in specifications or other disputes. Contract estimates involve various assumptions and projections relative to the outcome of future events over multiple periods, including future labor productivity and availability, the nature and complexity of the work to be performed, the cost and availability of materials, the effect of delayed performance, and the availability and timing of funding from the customer. These estimates are based on our best judgment. A significant change in one or more of these estimates could affect the profitability of one or more of our contracts. We review our contract estimates regularly to assess revisions in contract values and estimated costs at completion. Inherent uncertainties in estimating costs make it at least reasonably possible that the estimates used will change within the near term and over the life of the contracts. No material adjustments to a contract were recognized in the three months ended March 31, 2018. 

 

We recognize claims when the amount of the claim can be estimated reliably and its realization is probable. In evaluating these criteria, we consider the contractual basis for the claim, the cause of any additional costs incurred, the reasonableness of those costs and the objective evidence available to support the claim.

 

When the contract includes variable consideration, we estimate the amount of consideration to which we will be entitled in exchange for transferring the promised goods or services to a customer. The amount of estimated variable consideration included in the transaction price is the amount for which it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Types of variable consideration include, but are not limited to, liquidated damages and other performance penalties and production and placement bonuses.

 

The majority of contract modifications relate to the original contract and are often an extension of the original performance obligation. Predominately modifications are not distinct from the terms in the original contract; therefore, they are considered part of a single performance obligation. We account for the modification using a cumulative catch-up adjustment. However, there are instances where goods or services in a modification are distinct from those transferred prior to the modification. In these situations, we account for the modifications as either a separate contract or prospectively depending on the facts and circumstances of the modification.

 

Generally, construction contracts contain mobilization costs which are categorized as costs to fulfill a contract. These costs are excluded from any measure of progress toward contract fulfillment. These costs do not result in the transfer of control of a good or service to the customer and are amortized over the life of the contract.

 

Costs and estimated earnings in excess of billings are composed principally of revenue recognized on contracts on the input method for which billings had not been presented to customers because the amounts were not billable under the contract terms at the balance sheet date. In accordance with the contract terms, the


 

unbilled receivables at the balance sheet date are expected to be billed in following periods. Billings in excess of costs and estimated earnings represent billings in excess of revenue recognized. Contract assets and liabilities are netted on a contract-by-contract basis.

 

New Accounting Standards — In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, which prescribes a five-step model for revenue recognition that will replace most existing revenue recognition guidance in U.S. GAAP. The ASU supersedes nearly all existing revenue recognition guidance under U.S. GAAP and provides that an entity recognize revenue when it transfers 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. This update also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. In July 2015, the FASB postponed the effective date of the new revenue standard by one year to the first quarter of 2018. We adopted this ASU in the first quarter of 2018 using the modified retrospective approach, which did not have a material impact on our consolidated financial statements.

 

In January 2017, the FASB issued ASU No. 2017-01, Clarifying the Definition of a Business, which narrows the definition of a business. This ASU provides a screen to determine whether a group of assets constitutes 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 as acquisitions. If the screen is not met, this ASU (1) requires that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create an output and (2) removes the evaluation of whether a market participant could replace missing elements. Although outputs are not required for a set to be a business, outputs generally are a key element of a business; therefore, the FASB has developed more stringent criteria for sets without outputs. We adopted this ASU in the first quarter of 2018 and the adoption of this ASU did not have a material impact on the consolidated financial statements.

 

2.ACQUISITIONS

 

Since its formation, the Company has completed numerous acquisitions, which have been financed through a combination of debt and equity funding. The operations of each acquisition have been included in the Company’s consolidated results of operations since the respective closing dates of the acquisitions. The Company measures all assets acquired and liabilities assumed at their acquisition-date fair value. The following table summarizes the Company’s acquisitions by region and period:

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

Year ended

 

 

 

March 31,

 

December 30,

 

 

 

2018

    

2017

    

West

 

 

 2

 

 

 6

 

East

 

 

 2

 

 

 8

 

 

The purchase price allocation, primarily the valuation of property, plant and equipment for the 2018 acquisitions, as well as the 2017 acquisitions that occurred after April 1, 2017, has not yet been finalized due to the recent timing of the acquisitions and status of the valuation of property, plant and equipment. The


 

following table summarizes aggregated information regarding the fair values of the assets acquired and liabilities assumed as of the respective acquisition dates:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

Year ended

 

 

March 31,

 

December 30,

 

    

2018

    

2017

Financial assets

 

$

10,372

 

$

31,615

Inventories

 

 

7,233

 

 

8,300

Property, plant and equipment

 

 

41,458

 

 

160,975

Intangible assets

 

 

108

 

 

161

Other assets

 

 

2,979

 

 

4,200

Financial liabilities

 

 

(9,307)

 

 

(15,501)

Other long-term liabilities

 

 

(3,597)

 

 

(17,610)

Net assets acquired

 

 

49,246

 

 

172,140

Goodwill

 

 

73,274

 

 

247,536

Purchase price

 

 

122,520

 

 

419,676

Acquisition-related liabilities

 

 

(8,527)

 

 

(43,452)

Other

 

 

 —

 

 

(1,294)

Net cash paid for acquisitions

 

$

113,993

 

$

374,930

 

Changes in the carrying amount of goodwill, by reportable segment, from December 30, 2017 to March 31, 2018 are summarized as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

West

    

East

    

Cement

    

Total  

Balance, December 30, 2017

 

$

527,290

 

$

305,374

 

$

204,656

 

$

1,037,320

Acquisitions (1)

 

 

43,810

 

 

30,960

 

 

 —

 

 

74,770

Foreign currency translation adjustments

 

 

(1,642)

 

 

 —

 

 

 —

 

 

(1,642)

Balance, March 31, 2018

 

$

569,458

 

$

336,334

 

$

204,656

 

$

1,110,448


(1)

Reflects goodwill from 2018 acquisitions and working capital adjustments from prior year acquisitions.

 

The Company’s intangible assets are primarily composed of goodwill, lease agreements and reserve rights. The assets related to lease agreements reflect the submarket royalty rates paid under agreements, primarily, for extracting aggregates. The values were determined as of the respective acquisition dates by a comparison of market-royalty rates. The reserve rights relate to aggregate reserves to which the Company has the rights of ownership, but does not own the reserves. The intangible assets are amortized on a straight-line basis over the lives of the leases. The following table shows intangible assets by type and in total:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2018

 

December 30, 2017

 

 

Gross

 

 

 

 

Net

 

Gross

 

 

 

 

Net

 

 

Carrying

 

Accumulated

 

Carrying

 

Carrying

 

Accumulated

 

Carrying

 

 

Amount

 

Amortization

 

Amount

 

Amount

 

Amortization

 

Amount

Leases

    

$

15,998

    

$

(4,381)

    

$

11,617

    

$

15,888

    

$

(4,178)

    

$

11,710

Reserve rights

 

 

6,234

 

 

(1,699)

 

 

4,535

 

 

6,234

 

 

(1,625)

 

 

4,609

Trade names

 

 

1,000

 

 

(783)

 

 

217

 

 

1,000

 

 

(758)

 

 

242

Other

 

 

409

 

 

(157)

 

 

252

 

 

409

 

 

(137)

 

 

272

Total intangible assets

 

$

23,641

 

$

(7,020)

 

$

16,621

 

$

23,531

 

$

(6,698)

 

$

16,833

 


 

Amortization expense totaled $0.3 million and $0.3 million for the three months ended March 31, 2018 and April 1, 2017, respectively. The estimated amortization expense for the intangible assets for each of the five years subsequent to March 31, 2018 is as follows:

 

 

 

 

 

2018 (nine months)

    

$

938

2019

 

 

1,275

2020

 

 

1,162

2021

 

 

1,120

2022

 

 

1,120

2023

 

 

1,120

Thereafter

 

 

9,886

Total

 

$

16,621

 

3.REVENUE RECOGNITION

 

We derive our revenue predominantly by selling construction materials, products and providing paving and related services. Construction materials consist of aggregates and cement. Products consist of related downstream products, including ready-mix concrete, asphalt paving mix and concrete products. Paving and related service revenue is generated primarily from the asphalt paving services that we provide.

 

Revenue by product for the three months ended March 31, 2018 and April 1, 2017 is as follows:

 

 

 

 

 

 

 

 

 

Three months ended

 

 

March 31,

 

April 1,

 

    

2018

    

2017

Revenue by product*:

 

 

 

 

 

 

Aggregates

 

$

67,450

 

$

61,622

Cement

 

 

33,117

 

 

39,435

Ready-mix concrete

 

 

122,015

 

 

93,177

Asphalt

 

 

18,141

 

 

19,537

Paving and related services

 

 

34,336

 

 

36,296

Other

 

 

39,362

 

 

34,210

Total revenue

 

$

314,421

 

$

284,277


*     Revenue from liquid asphalt terminals is included in asphalt revenue.

 

The following table outlines the significant changes in contract assets and contract liability balances for the years ended 2018 and 2017. Also included in the table is the net change in estimate as a percentage of aggregate revenue for such contracts:

 

 

 

 

 

 

 

 

 

 

Costs and estimated

 

 

Billings in excess

 

 

 

earnings in

 

 

of costs and

 

 

 

excess of billings

 

 

estimated earnings

Balance—December 30, 2017

 

$

9,512

 

$

15,750

Changes in revenue billed, contract price or cost estimates

 

 

2,678

 

 

(1,788)

Acquisitions

 

 

483

 

 

1,179

Other

 

 

(5)

 

 

(10)

Balance—March 31, 2018

 

$

12,668

 

$

15,131


 

 

 

Accounts receivable, net consisted of the following as of March 31, 2018 and December 30, 2017:

 

 

 

 

 

 

 

 

 

 

March 31,

 

December 30,

 

    

2018

    

2017

Trade accounts receivable

 

$

153,563

 

$

137,696

Construction contract receivables

 

 

19,304

 

 

49,832

Retention receivables

 

 

12,378

 

 

14,973

Receivables from related parties

 

 

320

 

 

468

Accounts receivable

 

 

185,565

 

 

202,969

Less: Allowance for doubtful accounts

 

 

(5,466)

 

 

(4,639)

Accounts receivable, net

 

$

180,099

 

$

198,330

 

Retention receivables are amounts earned by the Company but held by customers until paving and related service contracts and projects are near completion or fully completed. Amounts are generally billed and collected within one year.

 

4.INVENTORIES

 

Inventories consisted of the following as of March 31, 2018 and December 30, 2017:

 

 

 

 

 

 

 

 

 

    

March 31,

    

December 30,

 

    

2018

    

2017

Aggregate stockpiles

 

$

142,817

 

$

126,791

Finished goods

 

 

54,258

 

 

34,667

Work in process

 

 

8,845

 

 

7,729

Raw materials

 

 

20,830

 

 

15,252

Total

 

$

226,750

 

$

184,439

 

5.ACCRUED EXPENSES

 

Accrued expenses consisted of the following as of March 31, 2018 and December 30, 2017:

 

 

 

 

 

 

 

 

 

    

March 31,

    

December 30,

 

    

2018

    

2017

Interest

 

$

23,547

 

$

24,095

Payroll and benefits

 

 

22,278

 

 

33,915

Capital lease obligations

 

 

22,733

 

 

19,276

Insurance

 

 

11,423

 

 

11,455

Non-income taxes

 

 

9,784

 

 

7,467

Professional fees

 

 

2,785

 

 

1,717

Other (1)

 

 

20,010

 

 

18,349

Total

 

$

112,560

 

$

116,274


(1)

Consists primarily of subcontractor and working capital settlement accruals.

 


 

6.DEBT

 

Debt consisted of the following as of March 31, 2018 and December 30, 2017:

 

 

 

 

 

 

 

 

 

    

March 31,

    

December 30,

 

    

2018

    

2017

Term Loan, due 2024:

 

 

 

 

 

 

$633.8 million and $635.4 million, net of $1.5 million and $1.6 million discount at March 31, 2018 and December 30, 2017, respectively

 

$

632,275

 

$

633,805

812% Senior Notes, due 2022

 

 

250,000

 

 

250,000

618% Senior Notes, due 2023:

 

 

 

 

 

 

$650.0 million, net of $1.3 million and $1.4 million discount at March 31, 2018 and December 30, 2017, respectively

 

 

648,710

 

 

648,650

518% Senior Notes, due 2025

 

 

300,000

 

 

300,000

Total

 

 

1,830,985

 

 

1,832,455

Current portion of long-term debt

 

 

6,354

 

 

4,765

Long-term debt

 

$

1,824,631

 

$

1,827,690

 

The contractual payments of long-term debt, including current maturities, for the five years subsequent to March 31, 2018, are as follows:

 

 

 

 

 

2018 (nine months)

    

$

3,177

2019

 

 

6,354

2020

 

 

7,942

2021

 

 

6,354

2022

 

 

256,354

2023

 

 

656,354

Thereafter

 

 

897,253

Total

 

 

1,833,788

Less: Original issue net discount

 

 

(2,803)

Less: Capitalized loan costs

 

 

(16,096)

Total debt

 

$

1,814,889

 

Senior Notes—On June 1, 2017, Summit LLC and Summit Materials Finance Corp., an indirect wholly-owned subsidiary of Summit LLC (“Finance Corp. ” and with Summit LLC, the “Issuers”) issued $300.0 million of 5.125% senior notes due June 1, 2025 (the “2025 Notes”). The 2025 Notes were issued at 100.0% of their par value with proceeds of $295.4 million, net of related fees and expenses. The 2025 Notes were issued under an indenture dated June 1, 2017 (as amended and supplemented, the “2017 Indenture”). The 2017 Indenture contains covenants limiting, among other things, Summit LLC and its restricted subsidiaries’ ability to incur additional indebtedness or issue certain preferred shares, pay dividends, redeem stock or make other distributions, make certain investments, sell or transfer certain assets, create liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets, enter into certain transactions with affiliates, and designate subsidiaries as unrestricted subsidiaries. The 2017 Indenture also contains customary events of default. Interest on the 2025 Notes is payable semi-annually on June 1 and December 1 of each year commencing on December 1, 2017.

 

In 2016, the Issuers issued $250.0 million of 8.500% senior notes due April 15, 2022 (the “2022 Notes”).  The 2022 Notes were issued at 100.0% of their par value with proceeds of $246.3 million, net of related fees and expenses. The 2022 Notes were issued under an indenture dated March 8, 2016, the terms of which are generally consistent with the 2017 Indenture. Interest on the 2022 Notes is payable semi-annually in arrears on April 15 and October 15 of each year. 

 

In 2015, the Issuers issued $650.0 million of 6.125% senior notes due July 2023 (the “2023 Notes” and collectively with the 2022 Notes and the 2025 Notes, the “Senior Notes”). Of the aggregate $650.0 million of 2023 Notes, $350.0 million were issued at par and $300.0 million were issued at 99.375% of par. The 2023


 

Notes were issued under an indenture dated July 8, 2015, the terms of which are generally consistent with the 2017 Indenture. Interest on the 2023 Notes is payable semi-annually in arrears on January 15 and July 15 of each year.

 

As of March 31, 2018 and December 30, 2017, the Company was in compliance with all financial covenants under the applicable indentures.

 

Senior Secured Credit Facilities— Summit LLC has credit facilities that provide for term loans in an aggregate amount of $650.0 million and revolving credit commitments in an aggregate amount of $235.0 million (the “Senior Secured Credit Facilities”). Under the Senior Secured Credit Facilities, required principal repayments of 0.25% of the refinanced aggregate amount of term debt are due on the last business day of each March, June, September and December, commencing with the March 2018 payment. The unpaid principal balance is due in full on the maturity date, which is November 21, 2024.

 

On January 19, 2017, Summit LLC entered into Amendment No. 1 (“Amendment No. 1”) to the credit agreement governing the Senior Secured Credit Facilities (the “Credit Agreement”), which, among other things, reduced the applicable margin in respect of then outstanding $640.3 million principal amount of term loans thereunder. All other material terms and provisions remain substantially identical to the terms and provisions in place immediately prior to the effectiveness of Amendment No. 1. On November 21, 2017, Summit LLC entered into Amendment No. 2 to the Credit Agreement, which, among other things, extended the maturity date from 2022 to 2024 and reduced the applicable margin in respect of the $635.4 million outstanding principal amount of term loans thereunder.

 

The revolving credit facility bears interest per annum equal to, at Summit LLC’s option, either (i) a base rate determined by reference to the highest of (a) the federal funds rate plus 0.50%, (b) the prime rate of Bank of America, N.A. and (c) LIBOR plus 1.00%, plus an applicable margin of 2.25% for base rate loans or (ii) a LIBOR rate determined by reference to Reuters prior to the interest period relevant to such borrowing adjusted for certain additional costs plus an applicable margin of 3.00% for LIBOR rate loans.

 

There were no outstanding borrowings under the revolving credit facility as of March 31, 2018 and December 30, 2017, leaving remaining borrowing capacity of $219.6 million as of March 31, 2018, which is net of $15.4 million of outstanding letters of credit. The outstanding letters of credit are renewed annually and support required bonding on construction projects and the Company’s insurance liabilities.

 

Summit LLC’s Consolidated First Lien Net Leverage Ratio, as such term is defined in the Credit Agreement, should be no greater than 4.75:1.0 as of each quarter-end. As of March 31, 2018 and December 30, 2017, Summit LLC was in compliance with all financial covenants.

 

Summit LLC’s wholly-owned domestic subsidiary companies, subject to certain exclusions and exceptions, are named as subsidiary guarantors of the Senior Notes and the Senior Secured Credit Facilities. In addition, Summit LLC has pledged substantially all of its assets as collateral, subject to certain exclusions and exceptions, for the Senior Secured Credit Facilities.

 


 

The following table presents the activity for the deferred financing fees for the three months ended March 31, 2018 and April 1, 2017:

 

 

 

 

 

 

    

Deferred financing fees

Balance—December 30, 2017

 

$

19,033

Amortization

 

 

(1,013)

Balance—March 31, 2018

 

$

18,020

 

 

 

 

 

 

 

 

Balance—December 31, 2016

 

$

18,290

Loan origination fees

 

 

699

Amortization

 

 

(917)

Write off of deferred financing fees

 

 

(45)

Balance—April 1, 2017

 

$

18,027

 

Other—On January 15, 2015, the Company’s wholly-owned subsidiary in British Columbia, Canada entered into an agreement with HSBC for a (i) $6.0 million Canadian dollar (“CAD”) revolving credit commitment to be used for operating activities that bears interest per annum equal to the bank’s prime rate plus 0.20%, (ii) $0.5 million CAD revolving credit commitment to be used for capital equipment that bears interest per annum at the bank’s prime rate plus 0.90% and (iii) $0.4 million CAD revolving credit commitment to provide guarantees on behalf of that subsidiary. There were no amounts outstanding under this agreement as of March 31, 2018 or December 30, 2017.

 

7.INCOME TAXES

 

Summit LLC is a limited liability company and passes its tax attributes for federal and state tax purposes to its parent company and is generally not subject to federal or state income tax. However, certain subsidiary entities file federal, state and Canadian income tax returns due to their status as taxable entities in the respective jurisdiction. The effective income tax rate for the C Corporations differs from the statutory federal rate primarily due to (1) tax depletion expense in excess of the expense recorded under U.S. GAAP, (2) state income taxes and the effect of graduated tax rates and (3) various other items, such as limitations on meals and entertainment and other costs.  The effective income tax rate for the Canadian subsidiary is not significantly different from its historical effective tax rate.

 

As of March 31, 2018 and December 30, 2017, the Company had not recognized any liabilities for uncertain tax positions. The Company records interest and penalties as a component of the income tax provision. No material interest or penalties were recognized in income tax expense during the three months ended March 31, 2018 and April 1, 2017.

 

8.MEMBERS’ INTEREST

 

Summit Inc.’s Equity OfferingOn January 10, 2017, Summit Inc. raised $237.6 million, net of underwriting discounts, through the issuance of 10,000,000 shares of Class A common stock at a public offering price of $24.05 per share. Summit Inc. used these proceeds to purchase an equal number of LP Units.

 


 

Accumulated other comprehensive income (loss) —The changes in each component of accumulated other comprehensive income (loss) consisted of the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

    

 

 

    

 

 

    

Accumulated

 

 

 

 

 

Foreign currency

 

 

 

 

other

 

 

Change in

 

translation

 

Cash flow hedge

 

comprehensive

 

 

retirement plans

 

adjustments

 

adjustments

 

(loss) income

Balance — December 30, 2017

 

$

(6,053)

 

$

(10,022)

 

$

(1,060)

 

$

(17,135)

Foreign currency translation adjustment

 

 

 

 

(3,104)

 

 

 

 

(3,104)

Income on cash flow hedges

 

 

 —

 

 

 —

 

 

995

 

 

995

Balance — March 31, 2018

 

$

(6,053)

 

$

(13,126)

 

$

(65)

 

$

(19,244)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance — December 31, 2016

 

$

(7,181)

 

$

(17,790)

 

$

(2,473)

 

$

(27,444)

Foreign currency translation adjustment

 

 

 

 

706

 

 

 

 

706

Income on cash flow hedges

 

 

 —

 

 

 —

 

 

412

 

 

412

Balance — April 1, 2017

 

$

(7,181)

 

$

(17,084)

 

$

(2,061)

 

$

(26,326)

 

9.SUPPLEMENTAL CASH FLOW INFORMATION

 

Supplemental cash flow information is as follows:

 

 

 

 

 

 

 

 

 

 

Three months ended

 

 

March 31,

 

April 1,

 

 

2018

    

2017

Cash payments:

 

 

 

 

 

 

Interest

 

$

26,927

 

$

26,727

Income taxes

 

 

1,582

 

 

230

 

10.COMMITMENTS AND CONTINGENCIES

 

The Company is party to certain legal actions arising from the ordinary course of business activities. Accruals are recorded when the outcome is probable and can be reasonably estimated. While the ultimate results of claims and litigation cannot be predicted with certainty, management expects that the ultimate resolution of all pending or threatened claims and litigation will not have a material effect on the Company’s consolidated results of operations, financial position or liquidity. The Company records legal fees as incurred.

 

Environmental Remediation and Site Restoration—The Company’s operations are subject to and affected by federal, state, provincial and local laws and regulations relating to the environment, health and safety and other regulatory matters. These operations require environmental operating permits, which are subject to modification, renewal and revocation. The Company regularly monitors and reviews its operations, procedures and policies for compliance with these laws and regulations. Despite these compliance efforts, risk of environmental liability is inherent in the operation of the Company’s business, as it is with other companies engaged in similar businesses and there can be no assurance that environmental liabilities or noncompliance will not have a material adverse effect on the Company’s consolidated financial condition, results of operations or liquidity.

 

The Company has asset retirement obligations arising from regulatory and contractual requirements to perform reclamation activities at the time certain quarries and landfills are closed. As of March 31, 2018 and December 30, 2017, $20.5 million and $20.5 million, respectively, were included in other noncurrent liabilities on the consolidated balance sheets and $4.0 million and $3.9 million, respectively, were included in accrued expenses for future reclamation costs. The total undiscounted anticipated costs for site reclamation as of March 31, 2018 and December 30, 2017 were $71.7 million and $67.9 million, respectively.

 

Other—The Company is obligated under various firm purchase commitments for certain raw materials and services that are in the ordinary course of business. Management does not expect any significant changes in the market value of these goods and services during the commitment period that would have a material


 

adverse effect on the financial condition, results of operations and cash flows of the Company. The terms of the purchase commitments generally approximate one year.

 

11.FAIR VALUE

 

Fair Value Measurements—Certain acquisitions made by the Company require the payment of contingent amounts of purchase consideration. These payments are contingent on specified operating results being achieved in periods subsequent to the acquisition and will only be made if earn-out thresholds are achieved. Contingent consideration obligations are measured at fair value each reporting period. Any adjustments to fair value are recognized in earnings in the period identified.

 

The Company has entered into interest rate derivatives on $200.0 million of its term loan borrowings to add stability to interest expense and to manage its exposure to interest rate movements. The interest rate derivative expires in September 2019. The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income (loss) and will be subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The fair value of contingent consideration and derivatives as of March 31, 2018 and December 30, 2017 was:

 

 

 

 

 

 

 

 

 

    

March 31,

    

December 30,

 

    

2018

    

2017

Current portion of acquisition-related liabilities and Accrued expenses:

 

 

 

 

 

 

Contingent consideration

 

$

23,474

 

$

594

Cash flow hedges

 

 

123

 

 

488

Acquisition-related liabilities and Other noncurrent liabilities

 

 

 

 

 

 

Contingent consideration

 

$

4,025

 

$

34,301

Cash flow hedges

 

 

 —

 

 

492

 

The fair value of contingent consideration was based on unobservable, or Level 3, inputs, including projected probability-weighted cash payments and an 11.0% discount rate, which reflects a market discount rate. Changes in fair value may occur as a result of a change in actual or projected cash payments, the probability weightings applied by the Company to projected payments or a change in the discount rate. Significant increases or decreases in any of these inputs in isolation could result in a lower, or higher, fair value measurement. The fair value of the cash flow hedges is based on observable, or Level 2, inputs such as interest rates, bond yields and prices in inactive markets. There were no material valuation adjustments to contingent consideration or derivatives as of March 31, 2018 and April 1, 2017.

 

Financial Instruments—The Company’s financial instruments include debt and certain acquisition-related liabilities (deferred consideration and noncompete obligations). The carrying value and fair value of these financial instruments as of March 31, 2018 and December 30, 2017 was:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2018

 

December 30, 2017

 

    

Fair Value

    

Carrying Value

    

Fair Value

    

Carrying Value

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 2

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt(1)

 

$

1,860,811

 

$

1,830,985

 

$

1,893,239

 

$

1,832,455

 

 

 

 

 

 

 

 

 

 

 

 

 

Level 3

 

 

 

 

 

 

 

 

 

 

 

 

Current portion of deferred consideration and noncompete obligations(2)

 

 

11,127

 

 

11,127

 

 

10,993

 

 

10,993

Long term portion of deferred consideration and noncompete obligations(3)

 

 

21,260

 

 

21,260

 

 

17,938

 

 

17,938


(1)

$6.4 million and $4.8 million included in current portion of debt as of March 31, 2018 and December 30, 2017, respectively.

(2)

Included in current portion of acquisition-related liabilities on the consolidated balance sheets.

(3)

Included in acquisition-related liabilities on the consolidated balance sheets.


 

 

The fair value of debt was determined based on observable, or Level 2 inputs, such as interest rates, bond yields and quoted prices in inactive markets. The fair values of the deferred consideration and noncompete obligations were determined based on unobservable, or Level 3, inputs, including the cash payment terms in the purchase agreements and a discount rate reflecting the Company’s credit risk. The discount rate used is generally consistent with that used when the obligations were initially recorded.

 

Securities with a maturity of three months or less are considered cash equivalents and the fair value of these assets approximates their carrying value.

 

12.SEGMENT INFORMATION

 

The Company has three operating segments: West; East; and Cement, which are its reporting segments. These segments are consistent with the Company’s management reporting structure.

 

The operating results of each segment are regularly reviewed and evaluated by the Chief Executive Officer, our Company’s Chief Operating Decision Maker (“CODM”). The CODM primarily evaluates the performance of the Company’s segments and allocates resources to them based on a segment profit metric that we call Adjusted EBITDA, which is computed as earnings from continuing operations before interest, taxes, depreciation, depletion, amortization, accretion, share-based compensation, and transaction costs, as well as various other non-recurring, non-cash amounts.

 

The West and East segments have several acquired subsidiaries that are engaged in various activities including quarry mining, aggregate production and contracting. The Cement segment is engaged in the production of Portland cement. Assets employed by each segment include assets directly identified with those operations. Corporate assets consist primarily of cash, property, plant and equipment for corporate operations and other assets not directly identifiable with a reportable business segment. The accounting policies applicable to each segment are consistent with those used in the consolidated financial statements.

 

The following tables display selected financial data for the Company’s reportable business segments as of March 31, 2018 and December 30, 2017 and for the three months ended March 31, 2018 and April 1, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

 

March 31,

 

April 1,

 

    

2018

    

2017

Revenue*:

 

 

 

 

 

 

West

 

$

181,713

 

$

143,219

East

 

 

95,157

 

 

97,223

Cement

 

 

37,551

 

 

43,835

Total revenue

 

$

314,421

 

$

284,277


*     Intercompany sales are immaterial and the presentation above only reflects sales to external customers.

 


 

 

 

 

 

 

 

 

 

 

Three months ended

 

 

March 31,

 

April 1,

 

 

2018

    

2017

Loss from continuing operations before taxes

 

$

(72,440)

 

$

(57,032)

Interest expense

 

 

28,570

 

 

24,715

Depreciation, depletion and amortization

 

 

46,543

 

 

39,304

Accretion

 

 

415

 

 

444

Loss on debt financings

 

 

 —

 

 

190

Transaction costs

 

 

1,266

 

 

1,273

Non-cash compensation

 

 

8,507

 

 

4,748

Other

 

 

(7,348)

 

 

(12)

Total Adjusted EBITDA

 

$

5,513

 

$

13,630

 

 

 

 

 

 

 

Total Adjusted EBITDA by Segment:

 

 

 

 

 

 

West

 

$

16,173

 

$

15,699

East

 

 

(3,203)

 

 

4,348

Cement

 

 

3,667

 

 

2,685

Corporate and other

 

 

(11,124)

 

 

(9,102)

Total Adjusted EBITDA

 

$

5,513

 

$

13,630

 

 

 

 

 

 

 

 

 

    

Three months ended

 

 

March 31,

 

April 1,

 

 

2018

    

2017

Purchases of property, plant and equipment

 

 

 

 

 

 

West

 

$

28,909

 

$

26,562

East

 

 

14,464

 

 

15,706

Cement

 

 

4,468

 

 

7,673

Total reportable segments

 

 

47,841

 

 

49,941

Corporate and other

 

 

1,664

 

 

1,115

Total purchases of property, plant and equipment

 

$

49,505

 

$

51,056

 

 

 

 

 

 

 

 

 

 

Three months ended

 

 

March 31,

 

April 1,

 

    

2018

    

2017

Depreciation, depletion, amortization and accretion:

 

 

 

 

 

 

West

 

$

22,151

 

$

15,663

East

 

 

17,727

 

 

15,378

Cement

 

 

6,370

 

 

8,048

Total reportable segments

 

 

46,248

 

 

39,089

Corporate and other

 

 

710

 

 

659

Total depreciation, depletion, amortization and accretion

 

$

46,958

 

$

39,748

 

 

 

 

 

 

 

 

 

    

March 31,

    

December 30,

 

 

2018

    

2017

Total assets:

 

 

 

 

 

 

West

 

$

1,313,661

 

$

1,225,463

East

 

 

1,083,989

 

 

1,035,609

Cement

 

 

887,737

 

 

870,652

Total reportable segments

 

 

3,285,387

 

 

3,131,724

Corporate and other

 

 

178,153

 

 

372,517

Total

 

$

3,463,540

 

$

3,504,241

 


 

13.     GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION

 

Summit LLC’s domestic wholly-owned subsidiary companies other than Finance Corp. are named as guarantors (collectively, the “Guarantors”) of the Senior Notes. Finance Corp. does not and will not have any assets or operations other than as may be incidental to its activities as a co-issuer of the Senior Notes and other indebtedness. Certain other partially-owned subsidiaries and a non-U.S. entity do not guarantee the Senior Notes (collectively, the “Non-Guarantors”). The Guarantors provide a joint and several, full and unconditional guarantee of the Senior Notes.

 

There are no significant restrictions on Summit LLC’s ability to obtain funds from any of the Guarantor Subsidiaries in the form of dividends or loans. Additionally, there are no significant restrictions on a Guarantor Subsidiary’s ability to obtain funds from Summit LLC or its direct or indirect subsidiaries.

 

The following condensed consolidating balance sheets, statements of operations and cash flows are provided for the Issuers, the Wholly-owned Guarantors and the Non-Guarantors.

 

Earnings from subsidiaries are included in other income in the condensed consolidated statements of operations below. The financial information may not necessarily be indicative of the financial position, results of operations or cash flows had the guarantor or non-guarantor subsidiaries operated as independent entities.

 


 

Condensed Consolidating Balance Sheets

March 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

100%

 

 

 

 

 

 

 

 

 

 

 

 

Owned

 

Non-

 

 

 

 

 

 

 

    

Issuers

    

Guarantors 

    

Guarantors 

    

Eliminations 

    

Consolidated

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

169,192

 

$

5,949

 

$

12,841

 

$

(9,689)

 

$

178,293

Accounts receivable, net

 

 

 —

 

 

168,155

 

 

11,988

 

 

(44)

 

 

180,099

Intercompany receivables

 

 

560,676

 

 

427,497

 

 

 —

 

 

(988,173)

 

 

 —

Cost and estimated earnings in excess of billings

 

 

 —

 

 

12,324

 

 

344

 

 

 —

 

 

12,668

Inventories

 

 

 —

 

 

222,277

 

 

4,473

 

 

 —

 

 

226,750

Other current assets

 

 

1,232

 

 

10,977

 

 

1,533

 

 

 —

 

 

13,742

Total current assets

 

 

731,100

 

 

847,179

 

 

31,179

 

 

(997,906)

 

 

611,552

Property, plant and equipment, net

 

 

10,159

 

 

1,626,147

 

 

36,574

 

 

 —

 

 

1,672,880

Goodwill

 

 

 —

 

 

1,050,976

 

 

59,472

 

 

 —

 

 

1,110,448

Intangible assets, net

 

 

 —

 

 

16,621

 

 

 —

 

 

 —

 

 

16,621

Other assets

 

 

2,958,528

 

 

159,408

 

 

1,322

 

 

(3,067,219)

 

 

52,039

Total assets

 

$

3,699,787

 

$

3,700,331

 

$

128,547

 

$

(4,065,125)

 

$

3,463,540

Liabilities and Member’s Interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current portion of debt

 

$

6,354

 

$

 —

 

$

 —

 

$

 —

 

$

6,354

Current portion of acquisition-related liabilities

 

 

 —

 

 

34,601

 

 

 —

 

 

 —

 

 

34,601

Accounts payable

 

 

4,769

 

 

100,108

 

 

6,821

 

 

(44)

 

 

111,654

Accrued expenses

 

 

44,605

 

 

75,989

 

 

1,655

 

 

(9,689)

 

 

112,560

Intercompany payables

 

 

591,792

 

 

393,342

 

 

3,039

 

 

(988,173)

 

 

 —

Billings in excess of costs and estimated earnings

 

 

 —

 

 

14,736

 

 

395

 

 

 —

 

 

15,131

Total current liabilities

 

 

647,520

 

 

618,776

 

 

11,910

 

 

(997,906)

 

 

280,300

Long-term debt

 

 

1,808,535

 

 

 —

 

 

 —

 

 

 —

 

 

1,808,535

Acquisition-related liabilities

 

 

 —

 

 

25,285

 

 

 —

 

 

 —

 

 

25,285

Other noncurrent liabilities

 

 

3,190

 

 

201,719

 

 

75,286

 

 

(171,317)

 

 

108,878

Total liabilities

 

 

2,459,245

 

 

845,780

 

 

87,196

 

 

(1,169,223)

 

 

2,222,998

Total member's interest

 

 

1,240,542

 

 

2,854,551

 

 

41,351

 

 

(2,895,902)

 

 

1,240,542

Total liabilities and member’s interest

 

$

3,699,787

 

$

3,700,331

 

$

128,547

 

$

(4,065,125)

 

$

3,463,540

 

 


 

Condensed Consolidating Balance Sheets

December 30, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

100%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owned

 

Non-

 

 

 

 

 

 

 

    

Issuers 

    

Guarantors 

    

Guarantors

    

Eliminations

    

Consolidated

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

370,741

 

$

10,254

 

$

14,933

 

$

(12,372)

 

$

383,556

Accounts receivable, net

 

 

 —

 

 

183,139

 

 

15,191

 

 

 —

 

 

198,330

Intercompany receivables

 

 

573,301

 

 

484,747

 

 

 —

 

 

(1,058,048)

 

 

 —

Cost and estimated earnings in excess of billings

 

 

 —

 

 

9,264

 

 

248

 

 

 —

 

 

9,512

Inventories

 

 

 —

 

 

180,283

 

 

4,156

 

 

 —

 

 

184,439

Other current assets

 

 

1,167

 

 

6,354

 

 

243

 

 

 —

 

 

7,764

Total current assets

 

 

945,209

 

 

874,041

 

 

34,771

 

 

(1,070,420)

 

 

783,601

Property, plant and equipment, net

 

 

9,259

 

 

1,569,118

 

 

37,047

 

 

 —

 

 

1,615,424

Goodwill

 

 

 —

 

 

976,206

 

 

61,114

 

 

 —

 

 

1,037,320

Intangible assets, net

 

 

 —

 

 

16,833

 

 

 —

 

 

 —

 

 

16,833

Other assets

 

 

2,890,674

 

 

162,711

 

 

1,271

 

 

(3,003,593)

 

 

51,063

Total assets

 

$

3,845,142

 

$

3,598,909

 

$

134,203

 

$

(4,074,013)

 

$

3,504,241

Liabilities and Member’s Interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current portion of debt

 

$

4,765

 

$

 —

 

$

 —

 

$

 —

 

$

4,765

Current portion of acquisition-related liabilities

 

 

 —

 

 

11,587

 

 

 —

 

 

 —

 

 

11,587

Accounts payable

 

 

3,976

 

 

89,912

 

 

6,749

 

 

 —

 

 

100,637

Accrued expenses

 

 

47,047

 

 

79,372

 

 

2,227

 

 

(12,372)

 

 

116,274

Intercompany payables

 

 

684,057

 

 

369,918

 

 

4,073

 

 

(1,058,048)

 

 

 —

Billings in excess of costs and estimated earnings

 

 

 —

 

 

15,349

 

 

401

 

 

 —

 

 

15,750

Total current liabilities

 

 

739,845

 

 

566,138

 

 

13,450

 

 

(1,070,420)

 

 

249,013

Long-term debt

 

 

1,810,833

 

 

 —

 

 

 —

 

 

 —

 

 

1,810,833

Acquisition-related liabilities

 

 

 —

 

 

52,239

 

 

 —

 

 

 —

 

 

52,239

Other noncurrent liabilities

 

 

2,870

 

 

193,801

 

 

75,209

 

 

(171,318)

 

 

100,562

Total liabilities

 

 

2,553,548

 

 

812,178

 

 

88,659

 

 

(1,241,738)

 

 

2,212,647

Total member's interest

 

 

1,291,594

 

 

2,786,731

 

 

45,544

 

 

(2,832,275)

 

 

1,291,594

Total liabilities and member’s interest

 

$

3,845,142

 

$

3,598,909

 

$

134,203

 

$

(4,074,013)

 

$

3,504,241

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

Condensed Consolidating Statements of Operations

For the three months ended March 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

100%

 

 

 

 

 

 

 

 

 

 

 

 

 

Owned

 

Non-

 

 

 

 

 

 

 

    

Issuers

    

Guarantors 

    

Guarantors 

    

Eliminations

    

Consolidated 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

 —

 

$

300,658

 

$

15,181

 

$

(1,418)

 

$

314,421

Cost of revenue (excluding items shown separately below)

 

 

 —

 

 

238,127

 

 

11,152

 

 

(1,418)

 

 

247,861

General and administrative expenses

 

 

20,947

 

 

47,177

 

 

3,003

 

 

 —

 

 

71,127

Depreciation, depletion, amortization and accretion

 

 

710

 

 

44,993

 

 

1,255

 

 

 —

 

 

46,958

Operating loss

 

 

(21,657)

 

 

(29,639)

 

 

(229)

 

 

 —

 

 

(51,525)

Other income, net

 

 

17,365

 

 

(6,858)

 

 

51

 

 

(18,213)

 

 

(7,655)

Interest expense (income)

 

 

29,582

 

 

(2,203)

 

 

1,191

 

 

 —

 

 

28,570

Loss from operations before taxes

 

 

(68,604)

 

 

(20,578)

 

 

(1,471)

 

 

18,213

 

 

(72,440)

Income tax expense

 

 

(8)

 

 

(3,454)

 

 

(382)

 

 

 —

 

 

(3,844)

Net loss attributable to member of Summit Materials, LLC

 

$

(68,596)

 

$

(17,124)

 

$

(1,089)

 

$

18,213

 

$

(68,596)

Comprehensive (loss) income attributable to member of Summit Materials, LLC

 

$

(70,705)

 

$

(18,119)

 

$

2,015

 

$

16,104

 

$

(70,705)

 


 

Condensed Consolidating Statements of Operations

For the three months ended April 1, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

100%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owned

 

Non-

 

 

 

 

 

 

 

    

Issuers

    

Guarantors 

    

Guarantors

    

Eliminations

    

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

 —

 

 

276,375

 

 

9,410

 

 

(1,508)

 

$

284,277

Cost of revenue (excluding items shown separately below)

 

 

 —

 

 

211,992

 

 

7,088

 

 

(1,508)

 

 

217,572

General and administrative expenses

 

 

15,050

 

 

43,373

 

 

1,318

 

 

 —

 

 

59,741

Depreciation, depletion, amortization and accretion

 

 

658

 

 

38,439

 

 

651

 

 

 —

 

 

39,748

Operating (loss) income

 

 

(15,708)

 

 

(17,429)

 

 

353

 

 

 —

 

 

(32,784)

Other expense (income), net

 

 

15,410

 

 

235

 

 

(35)

 

 

(16,077)

 

 

(467)

Interest expense

 

 

23,638

 

 

213

 

 

864

 

 

 —

 

 

24,715

Loss from operations before taxes

 

 

(54,756)

 

 

(17,877)

 

 

(476)

 

 

16,077

 

 

(57,032)

Income (benefit) tax benefit

 

 

 —

 

 

(2,180)

 

 

 2

 

 

 —

 

 

(2,178)

Net loss

 

 

(54,756)

 

 

(15,697)

 

 

(478)

 

 

16,077

 

 

(54,854)

Net loss attributable to noncontrolling interest

 

 

 —

 

 

 —

 

 

 —

 

 

(98)

 

 

(98)

Net loss attributable to member of Summit Materials, LLC

 

$

(54,756)

 

$

(15,697)

 

$

(478)

 

$

16,175

 

$

(54,756)

Comprehensive loss attributable to member of Summit Materials, LLC

 

$

(53,638)

 

$

(16,109)

 

$

(1,184)

 

$

17,293

 

$

(53,638)

 


 

Condensed Consolidating Statements of Cash Flows

For the three months ended March 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

100%

 

 

 

 

 

 

 

 

 

 

 

 

 

Owned

 

Non-

 

 

 

 

 

 

 

    

Issuers

    

Guarantors 

    

Guarantors

    

Eliminations

    

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash (used in) provided by operating activities

 

$

(38,210)

 

$

(15,050)

 

$

1,893

 

$

 —

 

$

(51,367)

Cash flow from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisitions, net of cash acquired

 

 

 —

 

 

(113,993)

 

 

 —

 

 

 —

 

 

(113,993)

Purchase of property, plant and equipment

 

 

(1,664)

 

 

(46,363)

 

 

(1,478)

 

 

 —

 

 

(49,505)

Proceeds from the sale of property, plant, and equipment

 

 

 —

 

 

7,668

 

 

120

 

 

 —

 

 

7,788

Other

 

 

 —

 

 

1,500

 

 

 —

 

 

 —

 

 

1,500

Net cash used for investing activities

 

 

(1,664)

 

 

(151,188)

 

 

(1,358)

 

 

 —

 

 

(154,210)

Cash flow from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from investment by member

 

 

(73,661)

 

 

89,136

 

 

 —

 

 

 —

 

 

15,475

Loans received from and payments made on loans from other Summit Companies

 

 

(83,090)

 

 

82,599

 

 

(2,192)

 

 

2,683

 

 

 —

Payments on long-term debt

 

 

(1,588)

 

 

(2,380)

 

 

(4)

 

 

 —

 

 

(3,972)

Payments on acquisition-related liabilities

 

 

 —

 

 

(6,462)

 

 

 —

 

 

 —

 

 

(6,462)

Distributions from partnership

 

 

(2,509)

 

 

 —

 

 

 —

 

 

 —

 

 

(2,509)

Other

 

 

(827)

 

 

(960)

 

 

(33)

 

 

 —

 

 

(1,820)

Net cash (used in) provided by financing activities

 

 

(161,675)

 

 

161,933

 

 

(2,229)

 

 

2,683

 

 

712

Impact of cash on foreign currency

 

 

 —

 

 

 —

 

 

(398)

 

 

 —

 

 

(398)

Net decrease in cash

 

 

(201,549)

 

 

(4,305)

 

 

(2,092)

 

 

2,683

 

 

(205,263)

Cash — Beginning of period

 

 

370,741

 

 

10,254

 

 

14,933

 

 

(12,372)

 

 

383,556

Cash — End of period

 

$

169,192

 

$

5,949

 

$

12,841

 

$

(9,689)

 

$

178,293

 


 

Condensed Consolidating Statements of Cash Flows

For the three months ended April 1, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

100%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owned

 

Non-

 

 

 

 

 

 

 

    

Issuers

    

Guarantors 

    

Guarantors

    

Eliminations

    

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash (used in) provided by operating activities

 

$

(42,891)

 

$

(4,035)

 

$

1,850

 

$

 —

 

$

(45,076)

Cash flow from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisitions, net of cash acquired

 

 

 —

 

 

(112,333)

 

 

 —

 

 

 

 

(112,333)

Purchase of property, plant and equipment

 

 

(1,115)

 

 

(49,931)

 

 

(10)

 

 

 —

 

 

(51,056)

Proceeds from the sale of property, plant, and equipment

 

 

 —

 

 

4,325

 

 

 —

 

 

 —

 

 

4,325

Other

 

 

 —

 

 

974

 

 

 —

 

 

 —

 

 

974

Net cash used for investing activities

 

 

(1,115)

 

 

(156,965)

 

 

(10)

 

 

 —

 

 

(158,090)

Cash flow from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from investment by member

 

 

164,795

 

 

73,834

 

 

 —

 

 

 —

 

 

238,629

Capital issuance costs

 

 

(638)

 

 

 —

 

 

 —

 

 

 —

 

 

(638)

Loans received from and payments made on loans from other Summit Companies

 

 

(92,904)

 

 

101,616

 

 

(154)

 

 

(8,558)

 

 

 —

Payments on long-term debt

 

 

(1,625)

 

 

(1,941)

 

 

 —

 

 

 —

 

 

(3,566)

Payments on acquisition-related liabilities

 

 

 —

 

 

(13,914)

 

 

 —

 

 

 —

 

 

(13,914)

Financing costs

 

 

(699)

 

 

 —

 

 

 —

 

 

 —

 

 

(699)

Distributions from partnership

 

 

(2,579)

 

 

 

 

 

 

 

 

(2,579)

Other

 

 

(319)

 

 

(392)

 

 

(21)

 

 

 —

 

 

(732)

Net cash provided by (used in) financing activities

 

 

66,031

 

 

159,203

 

 

(154)

 

 

(8,558)

 

 

216,501

Impact of cash on foreign currency

 

 

 —

 

 

 —

 

 

100

 

 

 —

 

 

100

Net increase (decrease) in cash

 

 

22,025

 

 

(1,797)

 

 

1,786

 

 

(8,558)

 

 

13,435

Cash — Beginning of period

 

 

133,862

 

 

4,820

 

 

14,656

 

 

(10,666)

 

 

142,672

Cash — End of period

 

$

155,887

 

$

3,023

 

$

16,442

 

$

(19,224)

 

$

156,107