8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 6, 2014

SUMMIT MATERIALS, LLC

(Exact name of registrant as specified in its charter)

Delaware	333-187556	26-4138486
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1550 Wynkoop, 3rd Floor Denver, Colorado	80202
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (303) 893-0012

Not Applicable

(Former Name or Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On August 6, 2014, Summit Materials, LLC (the “Company”) issued a press release announcing its financial results for the quarter ended June 28, 2014. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information being furnished pursuant to this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release of Summit Materials, LLC dated August 6, 2014.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SUMMIT MATERIALS, LLC
Date: August 6, 2014	By:	/s/ Brian J. Harris
	Name:	Brian J. Harris
	Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

Summit Materials Announces Second Quarter 2014 Results

Denver, Colorado (August 6, 2014)—Summit Materials, LLC today announced results for the quarter ended June 28, 2014.

Notable items for the quarter and first half of 2014, as compared to the prior year, include:

• Revenue increased 27%.

• Operating income increased 147%.

• Adjusted EBITDA increased 70%.

• Aggregates, ready-mixed concrete and asphalt volumes increased 35%, 139% and 21%, respectively, in the first half of 2014, while cement volumes decreased 3%.

• Cement and ready-mixed concrete pricing improved 11% and 2%, respectively, in the first half of 2014, while aggregates and asphalt pricing decreased 1% and 4%, respectively.

Tom Hill, the President and CEO of Summit Materials, stated, “This quarter, we continued to build off of the momentum we had at the start of the year and we were able to achieve a $56.8 million increase in product revenue and a $69.5 million increase in total revenue compared to the second quarter of 2013. Our operating income improved 147% and Adjusted EBITDA increased 70%, while SG&A expenses fell to 11% of net sales, which is a 4% reduction as compared to the second quarter of 2013. Our product pricing increased in many of our markets, most notably in Missouri and Kansas. We continue to focus on growing our materials and products sales and improving margins in our paving and other services. It is encouraging seeing our aggregate backlog 6% greater than it was at this point last year and an 8% increase in our aggregate volumes from organic growth, reflecting an overall increase in market demand. In addition, this quarter we increased our presence in Texas with the acquisition of Troy Vines., Inc, an integrated aggregates and ready-mixed concrete business. We also acquired Buckhorn Materials LLC, an aggregates business serving North and South Carolina. In addition, our January acquisition of Alleyton Resources continues to provide strong results and is being seamlessly integrated with the rest of the company.”

Second Quarter Regional Results

West Region Results – The West Region’s revenue increased 44% due to higher aggregates, ready-mixed concrete and asphalt volumes and improved aggregate pricing. The increase in volumes was driven primarily by the Alleyton and Troy Vines acquisitions, contributing approximately $42.6 million of revenue. Adjusted EBITDA in the West Region increased $23.9 million. This was primarily driven by improved margins and the volume increases, primarily from our acquisitions in Texas.

Central Region Results – The Central Region’s revenue increased 18%, which was primarily through organic growth. Aggregates, ready-mixed concrete and asphalt volumes improved and the region experienced pricing improvements across the majority of the product lines. Adjusted EBITDA improved $3.7 million primarily due to the revenue growth and realized cost efficiencies.

East Region Results – The East Region’s revenue and Adjusted EBITDA remained relatively consistent.

Liquidity and Capital Resources

Our primary sources of liquidity include cash on-hand, cash provided by our operations and amounts available for borrowing under our credit facilities. As of June 28, 2014, we had $20.8 million in cash and working capital of $128.7 million as compared to cash and working capital of $14.9 million and $85.4 million, respectively, at December 28, 2013. We calculate working capital as current assets less current liabilities, excluding the current portion of long term debt and outstanding borrowings on our revolving credit facility (“Revolver”). As of June 28, 2014, our remaining borrowing capacity on our Revolver was $62.2 million, net of $22.8 million of outstanding letters of credit.

Given the seasonality of our business, we typically experience significant fluctuations in working capital needs and balances throughout the year. Our working capital requirements generally increase during the first half of the year as we build up inventory and focus on repair and maintenance and other set up costs for the upcoming season. Working capital levels then generally decrease toward the end of the year, which is when we generally see significant inflows of cash from the collection of receivables.

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Free cash flow, a non-GAAP measure defined as net cash used for operating activities less net capital expenditures, was $89.2 million and $81.1 million in the six month periods ended June 28, 2014 and June 29, 2013, respectively. We invested $8.7 million more in capital projects and generated $1.1 million less from asset sales in the first half of 2014 compared to 2013.

About Summit Materials, LLC

Summit Materials is a leading U.S. aggregates based construction materials company that supplies aggregates, cement, ready-mixed concrete, and provides paving and other services. We are committed to promoting the success of our businesses by offering a safe place to work and implementing best practices, while striving to exceed our environmental and social responsibilities. Summit Materials was formed in 2008 by its President and CEO Tom W. Hill and a small group of investors, including members of its management team, Blackstone Capital Partners (an affiliate of The Blackstone Group) and Silverhawk Capital Partners. Since then, Summit Materials has completed 31 acquisitions, which are organized into nine operating companies in three distinct geographic regions across the United States.

For more information about Summit Materials, please contact us at info@summit-materials.com.

Conference Call Information

The Company will conduct a conference call at 1:00 p.m. Eastern Time (11:00 a.m. Mountain Time) on Wednesday, August 6, 2014. Interested parties may access this event at https://viavid.webcasts.com/starthere.jsp?ei=1040202.

For those investors without online web access, the conference call may be accessed at:

Conference ID:	1501711
Domestic:	1-888-806-6231
International:	1-913-643-4201

Non-GAAP Financial Measures

The rules of the Securities and Exchange Commission (the “SEC”) regulate the use in filings with the SEC of “non-GAAP financial measures,” such as Adjusted EBITDA, Pro Forma Adjusted EBITDA and free cash flow, that are derived on the basis of methodologies other than in accordance with GAAP. We have provided Adjusted EBITDA and Pro Forma Adjusted EBITDA because we believe that they provide investors with additional information to measure our performance, evaluate our ability to service our debt and evaluate certain flexibility under our restrictive covenants. Pro Forma Adjusted EBITDA is defined in our senior secured credit facilities and used to measure compliance with covenants, including interest coverage and debt incurrence, and is used to measure our debt incurrence and restricted payment capacity under the indenture governing our senior notes. Our use of the terms Adjusted EBITDA and Pro Forma Adjusted EBITDA may vary from the use of such terms by others and should not be considered as alternatives to net income (loss), operating income (loss), revenue or any other performance measures derived in accordance with GAAP as measures of operating performance or to cash flows as measures of liquidity.

Adjusted EBITDA and Pro Forma Adjusted EBITDA and other non-GAAP measures have important limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. Some of the limitations of Adjusted EBITDA and Pro Forma Adjusted EBITDA are that these measures do not reflect: (i) changes in, or cash requirements for, our working capital needs; (ii) the significant interest expense or cash requirements necessary to service interest and principal payments on our debt; and (iii) any cash requirements for the replacement cost of assets being depreciated or amortized. Because of these limitations, we rely primarily on our GAAP results and use Adjusted EBITDA and Pro Forma Adjusted EBITDA only supplementally.

We define free cash flow as net cash provided by (used for) operating activities less purchases of property, plant and equipment. It is a metric used by our senior management to assess the performance of our segments.

Adjusted EBITDA, Pro Forma Adjusted EBITDA and free cash flow reflect an additional way of viewing aspects of our business that, when viewed with our GAAP results and the accompanying reconciliations to GAAP financial measures included in the tables attached to this press release, may provide a more complete understanding of factors and trends affecting our business. However, non-GAAP financial measures should not be construed as being more important than other comparable GAAP financial measures and

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should be considered in conjunction with the GAAP measures. In addition, non-GAAP financial measures are not standardized; therefore, it may not be possible to compare such financial measures with other companies’ non-GAAP financial measures having the same or similar names. We strongly encourage investors to review our consolidated financial statements in their entirety and not rely on any single financial measure.

Reconciliations of net income (loss) to Adjusted EBITDA and cash flows used for operations to free cash flow for the three and six months ended June 28, 2014 and of net income (loss) to Pro Forma Adjusted EBITDA for the twelve months ended June 28, 2014 and December 28, 2013 are included in the tables attached to this press release.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the federal securities laws, which involve risks and uncertainties. Forward-looking statements include all statements that do not relate solely to historical or current facts, and you can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “intends,” “trends,” “plans,” “estimates,” “projects” or “anticipates” or similar expressions that concern our strategy, plans, expectations or intentions. Any and all statements made relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, sales volumes and financial results are forward-looking statements. These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those expected. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, it is very difficult to predict the impact of known factors, and, of course, it is impossible to anticipate all factors that could affect our actual results.

In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the results or conditions described in such statements or our objectives and plans will be achieved. Important factors could affect our results and could cause results to differ materially from those expressed in our forward-looking statements, including but not limited to the factors discussed in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 28, 2013, filed with the SEC as such factors may be updated from time to time in our periodic filings with the SEC.

All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements.

We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

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SUMMIT MATERIALS, LLC AND SUBSIDIARIES

Consolidated Balance Sheets

($ in thousands)

	June 28, 2014 (unaudited)			December 28, 2013 (audited)
Assets
Current assets:
Cash	$	20,802		$	14,917
Accounts receivable, net		143,768			99,337
Costs and estimated earnings in excess of billings		21,779			10,767
Inventories		119,171			96,432
Other current assets		13,235			13,181
Total current assets		318,755			234,634
Property, plant and equipment, less accumulated depreciation, depletion and amortization (June 28, 2014 - $246,098 and December 28, 2013 - $212,382)		920,513			831,778
Goodwill		317,323			127,038
Intangible assets, less accumulated amortization (June 28, 2014 - $2,577 and December 28, 2013 - $2,192)		15,275			15,147
Other assets		45,774			39,197
Total assets	$	1,617,640		$	1,247,794
Liabilities, Redeemable Noncontrolling Interest and Member’s Interest
Current liabilities:
Current portion of debt	$	69,220		$	30,220
Current portion of acquisition-related liabilities		19,039			10,635
Accounts payable		78,244			72,104
Accrued expenses		87,913			57,251
Billings in excess of costs and estimated earnings		4,902			9,263
Total current liabilities		259,318			179,473
Long-term debt		938,290			658,767
Acquisition-related liabilities		40,947			23,756
Other noncurrent liabilities		83,415			77,480
Total liabilities		1,321,970			939,476
Redeemable noncontrolling interest		26,825			24,767
Member’s interest:
Member’s equity		512,297			486,896
Accumulated deficit		(239,213	)		(198,511	)
Accumulated other comprehensive loss		(5,472	)		(6,045	)
Member’s interest		267,612			282,340
Noncontrolling interest		1,233			1,211
Total member’s interest		268,845			283,551
Total liabilities, redeemable noncontrolling interest and member’s interest	$	1,617,640		$	1,247,794

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SUMMIT MATERIALS, LLC AND SUBSIDIARIES

Unaudited Consolidated Statements of Operations

($ in thousands)

	Three months ended						Six months ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
Revenue:
Product	$	225,808		$	169,041		$	329,769		$	237,181
Service		98,487			85,801			145,617			124,490
Total revenue		324,295			254,842			475,386			361,671
Cost of revenue (excluding items shown separately below):
Product		155,984			115,960			245,003			181,932
Service		75,778			65,883			115,434			95,984
Total cost of revenue		231,762			181,843			360,437			277,916
General and administrative expenses		34,867			39,392			70,355			73,395
Depreciation, depletion, amortization and accretion		21,339			18,894			40,695			36,026
Transaction costs		2,405			982			4,996			2,464
Operating income (loss)		33,922			13,731			(1,097	)		(28,130	)
Other (income) expense, net		(697	)		(269	)		(891	)		163
Loss on debt financings		—			—			—			3,115
Interest expense		21,651			14,482			40,470			27,849
Income (loss) from continuing operations before taxes		12,968			(482	)		(40,676	)		(59,257	)
Income tax benefit		(864	)		(726	)		(1,460	)		(3,347	)
Income (loss) from continuing operations		13,832			244			(39,216	)		(55,910	)
(Income) loss from discontinued operations		(369	)		(26	)		(349	)		97
Net income (loss)		14,201			270			(38,867	)		(56,007	)
Net income (loss) attributable to noncontrolling interest		1,946			1,939			(569	)		(1,518	)
Net income (loss) attributable to member of Summit Materials, LLC	$	12,255		$	(1,669	)	$	(38,298	)	$	(54,489	)

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SUMMIT MATERIALS, LLC AND SUBSIDIARIES

Unaudited Consolidated Statements of Cash Flows

($ in thousands)

	Six months ended
	June 28, 2014			June 29, 2013
Cash flow from operating activities:
Net loss	$	(38,867	)	$	(56,007	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation, depletion, amortization and accretion		43,296			37,404
Financing fee amortization		470			1,629
Share-based compensation expense		1,138			1,114
Deferred income tax benefit		(525	)		(2,969	)
Net (gain) loss on asset disposals		(76	)		5,574
Loss on debt financings		—			2,989
Other		559			755
(Increase) decrease in operating assets, net of acquisitions:
Account receivable, net		(28,917	)		(11,610	)
Inventories		(17,820	)		(13,222	)
Costs and estimated earnings in excess of billings		(10,246	)		(13,688	)
Other current assets		(2,128	)		(491	)
Other assets		2,214			(118	)
Increase (decrease) in operating liabilities, net of acquisitions:
Accounts payable		3,589			6,691
Accrued expenses		8,511			(4,722	)
Billings in excess of costs and estimated earnings		(4,361	)		(1,493	)
Other liabilities		(2,717	)		404
Net cash used for operating activities		(45,880	)		(47,760	)
Cash flow from investing activities:
Acquisitions, net of cash acquired		(234,870	)		(60,779	)
Purchases of property, plant and equipment		(49,260	)		(40,528	)
Proceeds from the sale of property, plant and equipment		5,985			7,086
Other		757			—
Net cash used for investing activities		(277,388	)		(94,221	)
Cash flow from financing activities:
Proceeds from investment by member		24,350			—
Proceeds from debt issuances		424,750			189,681
Payments on long-term debt		(109,246	)		(61,343	)
Payments on acquisition-related liabilities		(4,259	)		(3,426	)
Financing costs		(6,354	)		(2,707	)
Other		(88	)		—
Net cash provided by financing activities		329,153			122,205
Net increase (decrease) in cash		5,885			(19,776	)
Cash – beginning of period		14,917			27,431
Cash – end of period	$	20,802		$	7,655

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SUMMIT MATERIALS, LLC AND SUBSIDIARIES

Unaudited Financial Highlights

($ in thousands)

	Three months ended						Six months ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
Revenue by product:*
Aggregates	$	59,816		$	47,439		$	91,365		$	68,304
Cement		26,181			21,474			33,387			30,914
Ready-mixed concrete		71,389			33,279			113,769			46,412
Asphalt		74,686			55,857			99,082			75,208
Paving and related services		143,918			125,536			199,420			171,946
Other		(51,695	)		(28,743	)		(61,637	)		(31,113	)
Total revenue	$	324,295		$	254,842		$	475,386		$	361,671

* Revenue by product includes intracompany sales transferred at market value. The elimination of intracompany transactions is included in Other.

	Three months ended				Six months ended
	June 28, 2014		June 29, 2013		June 28, 2014		June 29, 2013
Revenue:
West region	$	172,236	$	119,656	$	267,130	$	179,719
Central region		109,117		92,780		156,659		128,680
East region		42,942		42,406		51,597		53,272
Total revenue	$	324,295	$	254,842	$	475,386	$	361,671

	Six months ended
	Volume in 2014 Compared to 2013	Pricing in 2014 Compared to 2013
Aggregate	35%	(1%)
Cement	(3%)	11%
Ready-mixed concrete	139%	2%
Asphalt	21%	(4%)

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SUMMIT MATERIALS, LLC AND SUBSIDIARIES

Unaudited Reconciliations of Non-GAAP Financial Measures

($ in thousands)

The tables below reconcile our net income (loss) to Adjusted EBITDA and present Adjusted EBITDA by segment for the three and six month periods ended June 28, 2014 and June 29, 2013.

	Three months ended						Six months ended
Reconciliation of Net Loss to Adjusted EBITDA	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
(in thousands)
Net income (loss)	$	14,201		$	270		$	(38,867	)	$	(56,007	)
Income tax benefit		(864	)		(726	)		(1,460	)		(3,347	)
Interest expense		21,651			14,482			40,470			27,849
Depreciation, depletion and amortization		21,121			18,714			40,270			35,674
Accretion		218			180			425			352
(Income) loss from discontinued operations		(369	)		(26	)		(349	)		97
Adjusted EBITDA	$	55,958		$	32,894		$	40,489		$	4,618
Adjusted EBITDA by Segment
(in thousands)
West	$	30,750		$	6,807		$	32,541		$	85
Central		28,823			25,136			28,400			19,182
East		7,932			7,155			(1,406	)		(2,377	)
Corporate		(11,547	)		(6,204	)		(19,046	)		(12,272	)
Adjusted EBITDA	$	55,958		$	32,894		$	40,489		$	4,618

The following table reconciles net cash used for operating activities to free cash flow for the three and six month periods ended June 28, 2014 and June 29, 2013.

	Three months ended						Six months ended
	June 28, 2014			June 29, 2013			June 28, 2014			June 29, 2013
Net income (loss)	$	14,201		$	270		$	(38,867	)	$	(56,007	)
Non- cash items		23,522			23,388			44,862			46,496
Net income (loss) adjusted for non-cash items		37,723			23,658			5,995			(9,511	)
Change in working capital accounts		(33,228	)		(25,522	)		(51,875	)		(38,249	)
Net cash provided by (used for) operating activities		4,495			(1,864	)		(45,880	)		(47,760	)
Capital expenditures, net of asset sales		(25,536	)		(22,896	)		(43,275	)		(33,442	)
Free cash flow	$	(21,041	)	$	(24,760	)	$	(89,155	)	$	(81,202	)

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SUMMIT MATERIALS, LLC AND SUBSIDIARIES

Unaudited Reconciliations of Non-GAAP Financial Measures

($ in thousands)

The following table presents a reconciliation of net income (loss) to Pro Forma Adjusted EBITDA for the twelve months ended June 28, 2014 and December 28, 2013.

	Twelve months ended June 28, 2014			Twelve months ended December 28, 2013
Net loss	$	(86,538	)	$	(103,679	)
Interest expense		69,064			56,443
Income tax expense		(760	)		(2,647	)
Depreciation, depletion, amortization and accretion expense		77,602			72,934
EBITDA	$	59,368		$	23,051
EBITDA for certain acquisitions		27,597			(1,596	)
Discontinued operations		426			678
Transaction expenses		6,521			3,990
Monitoring fees and expenses		3,724			2,620
Strategic fees and initiatives		2,711			3,887
Goodwill impairment		68,202			68,202
Non-cash compensation		2,339			2,315
Deferred financing fees written off at re-financing		—			3,115
Loss on disposal and impairment of fixed assets		6,770			12,419
Severance and relocation costs		2,340			2,755
Other		2,588			7,015
Pro Forma Adjusted EBITDA	$	182,586		$	128,451

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SUMMIT MATERIALS, LLC AND SUBSIDIARIES

Unaudited Credit Statistics

($ in millions)

The following is a summary of our credit statistics as of and for the twelve months ended June 28, 2014 and December 28, 2013:

	June 28, 2014			December 28, 2013
Cash	$	20.8		$	14.9
Debt
Revolving credit facility ($150M capacity)	$	65.0		$	26.0
Senior secured term loan		417.8			419.9
Capital leases		23.4			8.0
Other debt		0.4			1.6
Total senior secured debt	$	506.6		$	455.5
10.5 % senior notes		510.0			250.0
Acquisition related liabilities		60.0			34.4
Total debt	$	1,076.6		$	739.9
Leverage Ratio Calculations
Senior secured net debt	$	485.8		$	440.6
Total net debt	$	1,055.8		$	725.0
Pro Forma Adjusted EBITDA	$	182.6		$	128.5
Senior Secured Net Leverage		2.66	x		3.43	x
Covenant Senior Secured Net Leverage Limit		4.75	x		4.75	x
Total Net Leverage		5.78	x		5.64	x

Contact: info@summit-materials.com

303-893-0012

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